Annual Statements Open main menu

WESTAMERICA BANCORPORATION - Quarter Report: 2023 March (Form 10-Q)

wabc20230331_10q.htm
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended March 31, 2023

 

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 Registrant as Specified in Its Charter)

 

California94-2156203

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

 

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 each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

WABC

The Nasdaq Stock Market, LLC

 

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 whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§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 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. (Check one):

 

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 ☑

 

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:

 

Title of ClassShares outstanding as of April 28, 2023

Common Stock,

No Par Value

26,648,281

 

 

 

 

 

TABLE OF CONTENTS

 

 

Page

   

Forward Looking Statements

3
   

PART I - FINANCIAL INFORMATION

 
     

Item 1

Financial Statements

4
     
 

Notes to Unaudited Consolidated Financial Statements

9
     

Item 2

Management's Discussion and Analysis of Financial Condition and Results of Operations

29
     

Item 3

Quantitative and Qualitative Disclosures about Market Risk

52
     

Item 4

Controls and Procedures

52
   

PART II - OTHER INFORMATION

53
     

Item 1

Legal Proceedings

53
     

Item 1A

Risk Factors

53
     

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

53
     

Item 3

Defaults upon Senior Securities

54
     

Item 4

Mine Safety Disclosures

54
     

Item 5

Other Information

54
     

Item 6

Exhibits

54
   

Signatures

55
 

 

 

2

 

FORWARD-LOOKING STATEMENTS

 

This report on Form 10-Q contains “forward-looking statements” within the meaning of 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 credit 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, stock repurchases, 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 the current knowledge and belief of the management (“Management”) of Westamerica Bancorporation (the “Company”) 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 riots, terrorist threats and attacks on the United States, the actions taken in response, and the uncertain effect of these events on the local, regional and national economies; (6) changes in the interest rate environment and monetary policy; (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, particularly the impact of rising interest rates on the Company’s securities portfolio; (11) asset/liability management risks; (12) liquidity risks including the impact of recent adverse developments in the banking industry; (13) the effect of climate change, 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; (14) changes in the securities markets; (15) the duration and severity of the COVID-19 pandemic and governmental and customer responses to the pandemic; (16) inflation and (17) 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. The reader is directed to the Company's annual report on Form 10-K for the year ended December 31, 2022 and Item 1A of this report for further discussion of factors which could affect the Company's business and cause actual results to differ materially from those expressed in any forward-looking statement made in this report.

 

 

 

3

 

 

PART I - FINANCIAL INFORMATION

 

Item 1    Financial Statements

 

WESTAMERICA BANCORPORATION

 

CONSOLIDATED BALANCE SHEETS

 

(Unaudited)

 
         
  

At March 31,

  

At December 31,

 
  

2023

  

2022

 
  

(In thousands)

 

Assets:

        

Cash and due from banks

 $195,202  $294,236 

Debt securities available for sale

  4,217,513   4,331,743 

Debt securities held to maturity, net of allowance for credit losses of $1 at March 31, 2023 and December 31, 2022 (Fair value of $875,268 at March 31, 2023 and $873,511 at December 31, 2022)

  909,319   915,913 

Loans

  938,628   958,488 

Allowance for credit losses on loans

  (19,509)  (20,284)

Loans, net of allowance for credit losses on loans

  919,119   938,204 

Premises and equipment, net

  28,331   28,819 

Identifiable intangibles, net

  523   583 

Goodwill

  121,673   121,673 

Other assets

  308,791   319,146 

Total Assets

 $6,700,471  $6,950,317 
         

Liabilities:

        

Noninterest-bearing deposits

 $2,788,992  $2,947,277 

Interest-bearing deposits

  3,110,323   3,278,013 

Total deposits

  5,899,315   6,225,290 

Short-term borrowed funds

  83,088   57,792 

Other liabilities

  75,143   65,125 

Total Liabilities

  6,057,546   6,348,207 
         

Contingencies (Note 10)

          
         

Shareholders' Equity:

        

Common stock (no par value), authorized: 150,000 shares Issued and outstanding: 26,648 at March 31, 2023 and 26,913 at December 31, 2022

  471,124   475,086 

Deferred compensation

  35   35 

Accumulated other comprehensive loss

  (231,573)  (256,105)

Retained earnings

  403,339   383,094 

Total Shareholders' Equity

  642,925   602,110 

Total Liabilities and Shareholders' Equity

 $6,700,471  $6,950,317 

 

See accompanying notes to unaudited consolidated financial statements.

 

4

 

 

WESTAMERICA BANCORPORATION

 

CONSOLIDATED STATEMENTS OF INCOME

 

(unaudited)

 
   

For the

 
   

Three Months Ended

 
   

March 31,

 
   

2023

   

2022

 
   

(In thousands,

 
   

except per share data)

 

Interest and Fee Income:

               

Loans

  $ 11,740     $ 12,942  

Equity securities

    152       128  

Debt securities available for sale

    46,810       28,566  

Debt securities held to maturity

    8,980       1,644  

Interest-bearing cash

    1,942       479  

Total Interest and Fee Income

    69,624       43,759  

Interest Expense:

               

Deposits

    458       452  

Short-term borrowed funds

    13       28  

Total Interest Expense

    471       480  

Net Interest and Fee Income

    69,153       43,279  

Reversal of Provision for Credit Losses

    (1,550 )     -  

Net Interest and Fee Income After Reversal of Provision For Credit Losses

    70,703       43,279  

Noninterest Income:

               

Service charges on deposit accounts

    3,465       3,582  

Merchant processing services

    2,637       2,623  

Debit card fees

    1,642       2,872  

Trust fees

    765       843  

ATM processing fees

    654       451  

Other service fees

    399       449  

Financial services commissions

    89       117  

Other noninterest income

    898       639  

Total Noninterest Income

    10,549       11,576  

Noninterest Expense:

               

Salaries and related benefits

    12,067       11,920  

Occupancy and equipment

    5,485       4,746  

Outsourced data processing services

    2,444       2,437  

Limited partnership operating losses

    1,434       1,431  

Courier service

    615       582  

Professional fees

    476       736  

Other noninterest expense

    3,689       3,023  

Total Noninterest Expense

    26,210       24,875  

Income Before Income Taxes

    55,042       29,980  

Provision for income taxes

    14,591       7,364  

Net Income

  $ 40,451     $ 22,616  
                 

Average Common Shares Outstanding

    26,859       26,870  

Average Diluted Common Shares Outstanding

    26,866       26,885  

Per Common Share Data:

               

Basic earnings

  $ 1.51     $ 0.84  

Diluted earnings

    1.51       0.84  

Dividends paid

    0.42       0.42  

 

See accompanying notes to unaudited consolidated financial statements. 

 

5

 

 

WESTAMERICA BANCORPORATION

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

(unaudited)

 
                 
   

For the Three Months Ended

 
   

March 31,

 
   

2023

   

2022

 
   

(In thousands)

 

Net income

  $ 40,451     $ 22,616  

Other comprehensive income (loss):

               

Changes in net unrealized losses on debt securities available for sale

    34,830       (195,871 )

Deferred tax (expense) benefit

    (10,298 )     57,907  

Changes in net unrealized losses on debt securities available for sale, net of tax

    24,532       (137,964 )

Total comprehensive income (loss)

  $ 64,983     $ (115,348 )

 

See accompanying notes to unaudited consolidated financial statements.

 

 

 

6

 

 

WESTAMERICA BANCORPORATION

 

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

 

(unaudited)

 
                         
              

Accumulated

         
  

Common

          

Other

         
  

Shares

  

Common

  

Deferred

  

Comprehensive

  

Retained

     
  

Outstanding

  

Stock

  

Compensation

  

Income (Loss)

  

Earnings

  

Total

 
  

(In thousands except per share data)

 
                         

Balance, December 31, 2021

  26,866  $471,008  $35  $49,664  $306,395  $827,102 

Net income for the period

                  22,616   22,616 

Other comprehensive loss

              (137,964)      (137,964)

Exercise of stock options

  11   624               624 

Restricted stock activity

  8   492              492 

Stock based compensation

  -   339               339 

Stock awarded to employees

  1   37               37 

Retirement of common stock

  (3)  (65)          (153)  (218)

Dividends ($0.42 per share)

                  (11,284)  (11,284)

Balance, March 31, 2022

  26,883  $472,435  $35  $(88,300) $317,574  $701,744 
                         

Balance, December 31, 2022

  26,913  $475,086  $35  $(256,105) $383,094  $602,110 

Net income for the period

                 40,451   40,451 

Other comprehensive income

              24,532       24,532 

Restricted stock activity

  9   508              508 

Stock based compensation

  -   339               339 

Stock awarded to employees

  -   35               35 

Retirement of common stock

  (274)  (4,844)          (8,903)  (13,747)

Dividends ($0.42 per share)

                  (11,303)  (11,303)

Balance, March 31, 2023

  26,648  $471,124  $35  $(231,573) $403,339  $642,925 

 

See accompanying notes to unaudited consolidated financial statements.

 

 

7

 

 

WESTAMERICA BANCORPORATION

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(unaudited)

 
   

For the Three Months

 
   

Ended March 31,

 
   

2023

   

2022

 
   

(In thousands)

 

Operating Activities:

               

Net income

  $ 40,451     $ 22,616  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization/accretion

    3,044       5,498  

Net amortization of deferred net loan fees

    (128 )     (627 )

Stock option compensation expense

    339       339  

Net changes in:

               

Interest income receivable

    (118 )     878  

Income taxes payable

    14,336       7,662  

Deferred tax asset

    254       (298 )

Other assets

    380       (238 )

Interest expense payable

    32       29  

Other liabilities

    (3,508 )     (4,036 )

Net Cash Provided by Operating Activities

    55,082       31,823  
                 

Investing Activities:

               

Net repayments of loans

    19,213       65,650  

Purchases of debt securities available for sale

    -       (331,191 )

Purchases of Federal Reserve Bank stock

    (2,192 )     -  

Proceeds from maturity/calls of debt securities available for sale

    147,030       154,734  

Proceeds from maturity/calls of debt securities held to maturity

    8,073       25,454  

Purchases of premises and equipment

    (511 )     (198 )

Net Cash Provided by (Used in) Investing Activities

    171,613       (85,551 )
                 

Financing Activities:

               

Net change in deposits

    (325,975 )     (8,082 )

Net change in borrowings

    25,296       (21,804 )

Exercise of stock options

    -       624  

Retirement of common stock

    (13,747 )     (218 )

Common stock dividends paid

    (11,303 )     (11,284 )

Net Cash Used in Financing Activities

    (325,729 )     (40,764 )

Net Change In Cash and Due from Banks

    (99,034 )     (94,492 )

Cash and Due from Banks at Beginning of Period

    294,236       1,132,085  

Cash and Due from Banks at End of Period

  $ 195,202     $ 1,037,593  
                 

Supplemental Cash Flow Disclosures:

               

Supplemental disclosure of noncash activities:

               

Right-of-use assets acquired in exchange for operating lease liabilities

  $ 1,144     $ 918  

Supplemental disclosure of cash flow activities:

               

Cash paid for amounts included in operating lease liabilities

    1,519       1,518  

Interest paid for the period

    439       451  

 

See accompanying notes to unaudited consolidated financial statements. 

 

8

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 1: Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission and follow general practices within the banking industry. The results of operations reflect interim adjustments, all of which are of a normal recurring nature and which, in the opinion of Management, are necessary for a fair presentation of the results for the interim periods presented. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes as well as other information included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

 

 

Note 2: Accounting Policies           

 

The most significant accounting policies followed by the Company are presented in Note 1 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. 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, it is reasonably possible conditions could change materially affecting results of operations and financial conditions. Certain risks, uncertainties and other factors, including those discussed in “Risk Factors” in Part I – Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 may cause actual future results to differ materially from the results discussed in this report on Form 10-Q. Management continues to evaluate the impacts of the inflation and the Federal Reserve’s monetary policy, climate changes, COVID-19 pandemic and the war in Ukraine on the Company’s business. The extent of the impact on the Company’s results of operations, cash flow, liquidity, and financial performance, as well as the Company’s ability to execute near- and long-term business strategies and initiatives, will depend on numerous evolving factors and future developments, which are highly uncertain and cannot be reasonably predicted. However, the effects could have a material impact on the Company’s results of operations and heighten many of the risk factors discussed in the Company’s Annual  Report on Form 10-K for the year ended December 31, 2022. During the first quarter 2023, the banking industry experienced significant volatility with multiple bank failures. Industrywide concerns have developed related to liquidity, deposit outflows and unrealized losses on investment debt securities. These recent events could adversely affect the Company’s ability to effectively fund the Company’s operations. Any one or a combination of such risk factors, or other factors, could materially adversely affect the Company's business, financial condition, results of operations and prospects.

 

Application of accounting 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 a 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. Fair value is generally determined based on an exit price at which an asset or liability could be exchanged in a current transaction, other than in a forced or liquidation sale. 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. Certain amounts in previous periods have been reclassified to conform to current presentation.

 

Debt Securities. Debt securities consist of securities of government sponsored entities, states, counties, municipalities, corporations, agency mortgage-backed securities and collateralized loan obligations. 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. Accrued interest is recorded within other assets and reversed against interest income if it is not received. 

 

9

 

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.

 

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 credit loss. 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.

 

To the extent that debt securities in the held-to-maturity portfolio share common risk characteristics, estimated expected credit losses are calculated in a manner like that used for loans held for investment. That is, for pools of such securities with common risk characteristics, the historical lifetime probability of default and severity of loss in the event of default is derived or obtained from external sources and adjusted for the expected effects of reasonable and supportable forecasts over the expected lives of the securities on those historical credit losses. Expected credit loss on each security in the held-to-maturity portfolio that does not share common risk characteristics with any of the pools of debt securities is individually evaluated and a reserve for credit losses is established based on the Company’s consideration of the history of credit losses, current conditions and reasonable and supportable forecasts, which may indicate that the expectation that nonpayment of the amortized cost basis is or continues to be zero. Therefore, for those securities, the Company does not record expected credit losses.

 

Available for sale debt securities in unrealized loss positions are evaluated for credit related loss at least quarterly. For available for sale debt securities, a decline in fair value due to credit loss results in recording an allowance for credit losses to the extent the fair value is less than the amortized cost basis. Declines in fair value that have not been recorded through an allowance for credit losses, such as declines due to changes in market interest rates, are recorded through other comprehensive income, net of applicable taxes. Although these evaluations involve significant judgment, an unrealized loss in the fair value of a debt security is generally considered to not be related to credit 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 nor does it believe it will be required to sell the security before the recovery of its cost basis. 

 

If the Company intends to sell a debt security or more likely than not will be required to sell the security before recovery of its amortized cost basis, the debt security is written down to its fair value and the write down is charged against the allowance for credit losses with any incremental loss reported in earnings.

 

Purchase premiums are amortized to the earliest call date and purchase discounts are amortized to maturity 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 debt 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. 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. When the review indicates that impairment exists the asset value is reduced to fair value. 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 and included in other assets. 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 and commercial loans to borrowers experiencing financial difficulties are placed on nonaccrual status 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. Nonaccrual loans are reinstated to accrual status when none of the loan’s principal and interest is past due and improvements in credit quality eliminate doubt as to the full collectability of both principal and interest, or the loan otherwise becomes well secured and in the process of collection. Certain consumer loans or auto receivables are charged off against the allowance for credit losses when they become 120 days past due.

 

10

 

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 expected losses over the expected contractual life of the Bank’s existing loan portfolio and establish an allowance for credit losses. Loan agreements generally include a maturity date, and the Company considers the contractual life of a loan agreement to extend from the date of origination to the contractual maturity date. 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.

 

The allowance for credit losses is established through provisions for credit losses charged to income. Losses on loans are charged to the allowance for credit 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 expected losses based on historical loss rates adjusted for current and expected conditions over a forecast period. 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, or credit protection agreements and other factors.

 

Loans that share common risk characteristics are segregated into pools based on common characteristics, which is primarily determined by loan, borrower, or collateral type. Historical loss rates are determined for each pool. For consumer installment loans, primarily secured by automobiles, historical loss rates are determined using a vintage methodology, which tracks losses based on period of origination. For commercial, construction, and commercial real estate, historical loss rates are determined using an open pool methodology where losses are tracked over time for all loans included in the pool at the historical measurement date. Historical loss rates are adjusted for factors that are not reflected in the historical loss rates 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, estimated losses based on management’s reasonable and supportable expectation of economic trends over a forecast horizon of up to two years, and other factors that impact credit loss expectations that are not reflected in the historical loss rates. Other factors include, but are not limited to, the effectiveness of the Company’s loan review system, adequacy of lending Management and staff, loan policies and procedures, problem loan trends, and concentrations of credit. At the end of the two-year forecast period loss rates revert immediately to the historical loss rates. The results of this analysis are applied to the amortized cost of the loans included within each pool. 

 

Loans that do not share risk characteristics with other loans in the pools are evaluated individually. A loan is considered ‘collateral-dependent’ when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. A credit loss reserve for collateral-dependent loans is established at the difference between the amortized cost basis in the loan and the fair value of the underlying collateral adjusted for costs to sell. For other individually evaluated loans that are not collateral dependent, a credit loss reserve is established at the difference between the amortized cost basis in the loan and the present value of expected future cash flows discounted at the loan’s effective interest rate. The impact of an expected modification to be made to loans to borrowers experiencing financial difficulty is included in the allowance for credit losses when management determines such modification is likely.

 

11

 

Accrued interest is recorded in other assets and is excluded from the estimation of expected credit loss.  Accrued interest is reversed through interest income when amounts are determined to be uncollectible, which generally occurs when the underlying receivable is placed on nonaccrual status or charged off.

 

Liability for Off-Balance Sheet Credit Exposures. Off-balance sheet credit exposures relate to letters of credit and unfunded loan commitments for commercial, construction and consumer loans. The Company maintains a separate allowance for credit losses from off-balance-sheet credit exposures, which is included within other liabilities on the consolidated statements of financial condition. Increases or reductions to the Company’s allowance for credit losses from off-balance sheet credit exposures are recorded in other expenses. Management estimates the amount of expected losses by estimating expected usage exposures that are not unconditionally cancellable by the Company and applying the loss factors used in the allowance for credit loss methodology to estimate the liability for credit losses related to unfunded commitments. No credit loss estimate is reported for off-balance-sheet credit exposures that are unconditionally cancellable by the Company or for undrawn amounts under such arrangements that may be drawn prior to the cancellation of the arrangement.

 

Recently Adopted Accounting Standards

 

FASB ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, issued March 2022, eliminates the recognition and measurement guidance for troubled debt restructurings and requires enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. This ASU also requires enhanced disclosure for loans that have been charged off. The ASU became effective January 1, 2023 under a prospective approach. The Company adopted the provisions to remove the recognition and measurement guidance for troubled debt restructurings and/or modify relevant disclosures in the “Loans” note to the unaudited consolidated financial statements. The requirement to include additional disclosures was adopted by the Company January 1, 2023.  The additional disclosures did not affect the financial results upon adoption.

 

Recently Issued Accounting Standards

 

FASB ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, was issued March 2020. The ASU provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For transactions that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered "minor" so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides numerous optional expedients for derivative accounting. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848.” The ASU 2022-06 deferred the sunset date of ASU 2020-04 to December 2024. Once elected for a Topic or an Industry Subtopic within the Codification, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The Company does not expect any material impact on its consolidated financial statements.

 

[The remainder of this page intentionally left blank]

 

 

 

 

 

12

 

 

Note 3:  Investment Securities

 

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 accumulated other comprehensive income, and debt securities held to maturity, which are carried at amortized cost, before allowance for credit losses of $1 thousand at March 31, 2023 and December 31, 2022, follows:

 

  

At March 31, 2023

 
      

Gross

  

Gross

     
  

Amortized

  

Unrealized

  

Unrealized

  

Fair

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(In thousands)

 

Debt securities available for sale

                
Agency residential mortgage-backed securities ("MBS") $297,547  $11  $(21,480) $276,078 

Securities of U.S. Government sponsored entities

  306,944   32   (9,836)  297,140 

Obligations of states and political subdivisions

  83,745   88   (1,155)  82,678 

Corporate securities

  2,286,050   832   (267,642)  2,019,240 

Collateralized loan obligations

  1,571,995   522   (30,140)  1,542,377 

Total debt securities available for sale

  4,546,281   1,485   (330,253)  4,217,513 

Debt securities held to maturity

                

Agency residential MBS

  98,006   16   (6,480)  91,542 

Obligations of states and political subdivisions

  87,761   111   (282)  87,590 

Corporate securities

  723,553   34   (27,451)  696,136 

Total debt securities held to maturity

  909,320   161   (34,213)  875,268 

Total

 $5,455,601  $1,646  $(364,466) $5,092,781 

 

  

At December 31, 2022

 
      

Gross

  

Gross

     
  

Amortized

  

Unrealized

  

Unrealized

  

Fair

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(In thousands)

 

Debt securities available for sale

                

Agency residential MBS

 $311,089  $4  $(25,045) $286,048 

Securities of U.S. Government sponsored entities

  306,336   3   (15,486)  290,853 

Obligations of states and political subdivisions

  84,024   59   (2,079)  82,004 

Corporate securities

  2,406,566   1,032   (307,643)  2,099,955 

Collateralized loan obligations

  1,587,326   527   (14,970)  1,572,883 

Total debt securities available for sale

  4,695,341   1,625   (365,223)  4,331,743 

Debt securities held to maturity

                

Agency residential MBS

  104,852   13   (7,503)  97,362 

Obligations of states and political subdivisions

  89,208   73   (538)  88,743 

Corporate securities

  721,854   -   (34,448)  687,406 

Total debt securities held to maturity

  915,914   86   (42,489)  873,511 

Total

 $5,611,255  $1,711  $(407,712) $5,205,254 

 

[The remainder of this page intentionally left blank]

 

13

 

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

 

  

At March 31, 2023

 
  

Debt Securities Available

  

Debt Securities Held

 
  

for Sale

  

to Maturity

 
  

Amortized

  

Fair

  

Amortized

  

Fair

 
  

Cost

  

Value

  

Cost

  

Value

 
  

(In thousands)

 

Maturity in years:

                

1 year or less

 $145,818  $145,099  $17,247  $17,240 

Over 1 to 5 years

  687,888   649,204   232,935   227,496 

Over 5 to 10 years

  2,736,621   2,486,560   561,132   538,990 

Over 10 years

  678,407   660,572   -   - 

Subtotal

  4,248,734   3,941,435   811,314   783,726 

MBS

  297,547   276,078   98,006   91,542 

Total

 $4,546,281  $4,217,513  $909,320  $875,268 

 

  

At December 31, 2022

 
  

Debt Securities Available

  

Debt Securities Held

 
  

for Sale

  

to Maturity

 
  

Amortized

  

Fair

  

Amortized

  

Fair

 
  

Cost

  

Value

  

Cost

  

Value

 
  

(In thousands)

 

Maturity in years:

                

1 year or less

 $251,578  $250,317  $12,676  $12,659 

Over 1 to 5 years

  584,707   554,596   161,653   158,409 

Over 5 to 10 years

  2,869,559   2,570,159   636,733   605,081 

Over 10 years

  678,408   670,623   -   - 

Subtotal

  4,384,252   4,045,695   811,062   776,149 

MBS

  311,089   286,048   104,852   97,362 

Total

 $4,695,341  $4,331,743  $915,914  $873,511 

 

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.

 

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

 

 

  

Debt Securities Available for Sale

 
  

At March 31, 2023

 
  

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)

 

Agency residential MBS

  42  $83,747  $(4,497)  73  $191,408  $(16,983)  115  $275,155  $(21,480)

Securities of U.S.
Government sponsored
entities

  20   285,536   (9,836)  -   -   -   20   285,536   (9,836)

Obligations of states
and political
subdivisions

  17   23,259   (182)  43   40,388   (973)  60   63,647   (1,155)

Corporate securities

  39   328,761   (9,934)  126   1,647,784   (257,708)  165   1,976,545   (267,642)

Collateralized loan
obligations

  56   564,458   (23,483)  34   313,780   (6,657)  90   878,238   (30,140)

Total

  174  $1,285,761  $(47,932)  276  $2,193,360  $(282,321)  450  $3,479,121  $(330,253)

 

14

 

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

 

  

Debt Securities Held to Maturity

 
  

At March 31, 2023

 
  

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

  26  $4,478  $(194)  72  $85,750  $(6,286)  98  $90,228  $(6,480)

Obligations of states
and political
subdivisions

  28   29,115   (190)  5   5,594   (92)  33   34,709   (282)

Corporate securities

  49   683,439   (27,451)  -   -   -   49   683,439   (27,451)

Total

  103  $717,032  $(27,835)  77  $91,344  $(6,378)  180  $808,376  $(34,213)

 

Based upon the Company’s March 31, 2023 evaluation, the unrealized losses on debt securities were caused by market conditions for these types of securities. Increasing risk-free interest rates have caused large declines in bond values generally. Additionally, market rates for non-Treasury bonds are determined by the risk-free interest rate plus a risk premium spread; such spreads for investment grade, fixed rate, taxable corporate bonds have increased, also broadly reducing corporate bond values. The Company continually monitors interest rate changes, risk premium spread changes, credit rating changes for issuers of bonds owned, collateralized loan obligations’ collateral levels, and corporate bond issuers’ common stock price changes. All collateralized loan obligations and corporate bonds were investment grade rated at March 31, 2023.

 

The Company does not intend to sell any debt securities available for sale with an unrealized loss 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.

 

The Company evaluates held to maturity corporate securities individually, monitoring each issuer’s financial condition, profitability, cash flows and credit rating agency conclusions. The Company has an expectation that nonpayment of the amortized cost basis continues to be zero.

 

The fair values of debt securities could decline in the future if interest rates increase, the general economy deteriorates, inflation increases, credit ratings decline, the issuers’ financial condition deteriorates, or the liquidity for debt securities declines. As a result, significant credit losses on debt securities may occur in the future.

 

As of March 31, 2023 and December 31, 2022, the Company’s debt securities pledged to secure public deposits, Federal Reserve Bank borrowings and short-term borrowed funds had a carrying amount of $1,730,989 thousand and $1,180,010 thousand, respectively.

 

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

 

  

Debt Securities Available for Sale

 
  

At December 31, 2022

 
  

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)

 

Agency residential MBS

  107  $279,139  $(24,222)  9  $6,110  $(823)  116  $285,249  $(25,045)

Securities of U.S.
Government sponsored
entities

  22   289,067   (15,486)  -   -   -   22   289,067   (15,486)

Obligations of states
and political
subdivisions

  56   65,633   (1,902)  8   3,265   (177)  64   68,898   (2,079)

Corporate securities

  133   1,521,294   (170,453)  56   555,727   (137,190)  189   2,077,021   (307,643)

Collateralized loan
obligations

  58   518,074   (13,772)  20   192,692   (1,198)  78   710,766   (14,970)

Total

  376  $2,673,207  $(225,835)  93  $757,794  $(139,388)  469  $3,431,001  $(365,223)

 

15

 

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

 

  

Debt Securities Held to Maturity

 
  

At December 31, 2022

 
  

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

  97  $95,814  $(7,404)  2  $682  $(99)  99  $96,496  $(7,503)

Obligations of states
and political
subdivisions

  54   53,536   (538)  -   -   -   54   53,536   (538)

Corporate securities

  49   672,406   (34,448)  -   -   -   49   672,406   (34,448)

Total

  200  $821,756  $(42,390)  2  $682  $(99)  202  $822,438  $(42,489)

 

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, collateral levels, 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. 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 following table presents the activity in the allowance for credit losses for debt securities held to maturity:

 

 

  

For the Three Months Ended March 31,

 
  

2023

  

2022

 
  

(In thousands)

 

Allowance for credit losses:

        

Beginning balance

 $1  $7 

Provision

  -   - 

Chargeoffs

  -   - 

Recoveries

  -   - 

Total ending balance

 $1  $7 

 

Agency mortgage-backed securities were assigned no credit loss allowance due to the perceived backing of government sponsored entities. Municipal securities were evaluated for risk of default based on credit rating and remaining term to maturity using Moody’s risk of default factors; Moody’s loss upon default factors were applied to the assumed defaulted principal amounts to estimate the amount for credit loss allowance. Corporate securities held to maturity were individually evaluated for expected credit loss by evaluating the issuer’s financial condition, profitability, cash flows, and credit ratings. At March 31, 2023, no credit loss allowance was assigned to corporate securities held to maturity.

 

The following table summarizes the amortized cost of debt securities held to maturity at March 31, 2023, aggregated by credit rating:

 

  

Credit Risk Profile by Credit Rating

 
  

At March 31, 2023

 
  

AAA/AA/A

  

BBB+

  

Not Rated

  

Total

 
  

(In thousands)

 

Agency residential MBS

 $97,485  $-  $521  $98,006 

Obligations of states and political subdivisions

  87,376   -   385   87,761 

Corporate securities

  469,017   254,536   -   723,553 

Total

 $653,878  $254,536  $906  $909,320 

 

There were no debt securities held to maturity on nonaccrual status or past due 30 days or more as of March 31, 2023.

 

[The remainder of this page intentionally left blank]

 

 

16

 

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

 

  

For the Three Months

 
  

Ended March 31,

 
  

2023

  

2022

 
  

(In thousands)

 
         

Taxable

 $54,749  $28,733 

Tax-exempt from regular federal income tax

  1,193   1,605 

Total interest income from investment securities

 $55,942  $30,338 

 

 

Note 4: Loans, Allowance for Credit Losses and Other Real Estate Owned

 

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

 

  

At March 31,

  

At December 31,

 
  

2023

  

2022

 
  

(In thousands)

 
         

Commercial

 $156,294  $169,617 

Commercial Real Estate

  495,941   491,107 

Construction

  4,066   3,088 

Residential Real Estate

  12,851   13,834 

Consumer Installment & Other

  269,476   280,842 

Total

 $938,628  $958,488 

 

  

Allowance for Credit Losses

 
  

For theThree Months Ended March 31, 2023

 
                  

Consumer

     
      

Commercial

      

Residential

  

Installment

     
  

Commercial

  

Real Estate

  

Construction

  

Real Estate

  

and Other

  

Total

 
  

(In thousands)

 

Allowance for credit losses:

                        

Balance at beginning of period

 $6,138  $5,888  $150  $32  $8,076  $20,284 

(Reversal) provision

  (2,409)  355   50   6   448   (1,550)

Chargeoffs

  (148)  -   -   -   (1,891)  (2,039)

Recoveries

  2,165   15   -   -   634   2,814 

Total allowance for credit losses

 $5,746  $6,258  $200  $38  $7,267  $19,509 

 

  

Allowance for Credit Losses

 
  

For the Three Months Ended March 31, 2022

 
                  

Consumer

     
      

Commercial

      

Residential

  

Installment

     
  

Commercial

  

Real Estate

  

Construction

  

Real Estate

  

and Other

  

Total

 
  

(In thousands)

 

Allowance for credit losses:

                        

Balance at beginning of period

 $6,966  $6,529  $2  $45  $9,972  $23,514 

(Reversal) provision

  (875)  (69)  (2)  3   943   - 

Chargeoffs

  -   -   -   -   (1,212)  (1,212)

Recoveries

  224   15   -   -   384   623 

Total allowance for credit losses

 $6,315  $6,475  $-  $48  $10,087  $22,925 

 

The Company’s customers are primarily small businesses, professionals and consumers. Given the scale of these borrowers, corporate credit rating agencies do not evaluate the borrowers’ financial condition. 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.” The 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.

 

17

 

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

 

  

Credit Risk Profile by Internally Assigned Grade

 
  

At March 31, 2023

 
  

Commercial

  

Commercial Real Estate

  

Construction

  

Residential Real Estate

  

Consumer Installment and Other

  

Total

 
  

(In thousands)

 

Grade:

                        

Pass

 $155,874  $485,175  $4,066  $12,483  $266,486  $924,084 

Substandard

  420   10,766   -   368   1,191   12,745 

Doubtful

  -   -   -   -   922   922 

Loss

  -   -   -   -   877   877 

Total

 $156,294  $495,941  $4,066  $12,851  $269,476  $938,628 

 

  

Credit Risk Profile by Internally Assigned Grade

 
  

At Decmber 31, 2022

 
  

Commercial

  

Commercial Real Estate

  

Construction

  

Residential Real Estate

  

Consumer Installment and Other

  

Total

 
  

(In thousands)

 

Grade:

                        

Pass

 $169,040  $477,842  $3,088  $13,457  $278,223  $941,650 

Substandard

  577   13,265   -   377   1,079   15,298 

Doubtful

  -   -   -   -   752   752 

Loss

  -   -   -   -   788   788 

Total

 $169,617  $491,107  $3,088  $13,834  $280,842  $958,488 

 

The following tables summarize loans by delinquency and nonaccrual status:

 

  

Summary of Loans by Delinquency and Nonaccrual Status

 
  

At March 31, 2023

 
  

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

 $156,037  $-  $257  $-  $-  $156,294 

Commercial real estate

  495,631   119   -   -   191   495,941 

Construction

  4,066   -   -   -   -   4,066 

Residential real estate

  12,803   41   -   -   7   12,851 

Consumer installment and other

  262,845   5,077   967   571   16   269,476 

Total

 $931,382  $5,237  $1,224  $571  $214  $938,628 

 

  

Summary of Loans by Delinquency and Nonaccrual Status

 
  

At December 31, 2022

 
  

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

 $169,337  $172  $58  $-  $50  $169,617 

Commercial real estate

  490,354   508   192   -   53   491,107 

Construction

  3,088   -   -   -   -   3,088 

Residential real estate

  13,430   377   -   -   27   13,834 

Consumer installment and other

  273,247   5,101   1,850   628   16   280,842 

Total

 $949,456  $6,158  $2,100  $628  $146  $958,488 

 

18

 

There was no allowance for credit losses allocated to loans on nonaccrual status as of March 31, 2023 or December 31, 2022. There were no commitments to lend additional funds to borrowers whose loans were on nonaccrual status at March 31, 2023 or December 31, 2022.

 

There were no loan modifications made to borrowers experiencing financial difficulty during the first quarters 2023 and 2022.

 

A loan is considered collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. Loans that were considered collateral dependent at March 31, 2023 included the following: four commercial real estate loans totaling $5.7 million secured by real property, and $571 thousand of indirect consumer installment loans secured by personal property. There were no other collateral dependent loans at March 31, 2023. Loans that were considered collateral dependent at December 31, 2022 included the following: five commercial real estate loans totaling $8.1 million secured by real property, and $625 thousand of indirect consumer installment loans secured by personal property. There were no other collateral dependent loans at December 31, 2022.

 

Based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

 

  

At March 31, 2023

 
                              

Line of

     
                              

Credit

     
  

Term Loans Amortized Cost Basis by Origination Year

  

Total

  

Amortized

     
  

Prior

  

2019

  

2020

  

2021

  

2022

  

2023

  

Term Loans

  

Cost Basis

  

Total

 
  

(In thousands)

 

Commercial loans by grade

                                    

Pass

 $28,033  $10,111  $16,154  $42,220  $27,305  $2,552  $126,375  $29,499  $155,874 

Substandard

  10   -   -   -   -   -   10   410   420 

Doubtful

  -   -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   -   - 

Total

 $28,043  $10,111  $16,154  $42,220  $27,305  $2,552  $126,385  $29,909  $156,294 
                                     

Commercial loans:

                                    

Current period gross chargeoffs

 $-  $-  $-  $-  $-  $-  $-  $148  $148 

 

  

At December 31, 2022

 
                              

Line of

     
                              

Credit

     
  

Term Loans Amortized Cost Basis by Origination Year

  

Total

  

Amortized

     
  

Prior

  

2018

  

2019

  

2020

  

2021

  

2022

  

Term Loans

  

Cost Basis

  

Total

 
  

(In thousands)

 

Commercial loans by grade

                                    

Pass

 $23,891  $5,549  $12,557  $17,293  $53,928  $23,966  $137,184  $31,856  $169,040 

Substandard

  12   -   -   -   -   -   12   565   577 

Doubtful

  -   -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   -   - 

Total

 $23,903  $5,549  $12,557  $17,293  $53,928  $23,966  $137,196  $32,421  $169,617 

 

  

At March 31, 2023

 
                              

Line of

     
                              

Credit

     
  

Term Loans Amortized Cost Basis by Origination Year

  

Total

  

Amortized

     
  

Prior

  

2019

  

2020

  

2021

  

2022

  

2023

  

Term Loans

  

Cost Basis

  

Total

 
  

(In thousands)

 

Commercial real estate loans by grade

                                 

Pass

 $199,940  $70,736  $73,285  $70,955  $52,326  $17,933  $485,175  $-  $485,175 

Substandard

  7,865   2,100   801   -   -   -   10,766   -   10,766 

Doubtful

  -   -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   -   - 

Total

 $207,805  $72,836  $74,086  $70,955  $52,326  $17,933  $495,941  $-  $495,941 
                                     

Commercial real estate loans:

                                    

Current period gross chargeoffs

 $-  $-  $-  $-  $-  $-  $-  $-  $- 

 

  

At December 31, 2022

 
                              

Line of

     
                              

Credit

     
  

Term Loans Amortized Cost Basis by Origination Year

  

Total

  

Amortized

     
  

Prior

  

2018

  

2019

  

2020

  

2021

  

2022

  

Term Loans

  

Cost Basis

  

Total

 
  

(In thousands)

 

Commercial real estate loans by grade

                                 

Pass

 $146,588  $58,473  $71,440  $74,016  $71,618  $55,707  $477,842  $-  $477,842 

Substandard

  8,083   -   2,112   806   -   2,264   13,265   -   13,265 

Doubtful

  -   -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   -   - 

Total

 $154,671  $58,473  $73,552  $74,822  $71,618  $57,971  $491,107  $-  $491,107 

 

19

 
  

At March 31, 2023

 
                              

Line of

     
                              

Credit

     
  

Term Loans Amortized Cost Basis by Origination Year

  

Total

  

Amortized

     
  

Prior

  

2019

  

2020

  

2021

  

2022

  

2023

  

Term Loans

  

Cost Basis

  

Total

 
  

(In thousands)

 

Residential real estate loans by grade

                                 

Pass

 $12,483  $-  $-  $-  $-  $-  $12,483  $-  $12,483 

Substandard

  368   -   -   -   -   -   368   -   368 

Doubtful

  -   -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   -   - 

Total

 $12,851  $-  $-  $-  $-  $-  $12,851  $-  $12,851 
                                     

Residential real estate loans:

                                    

Current period gross chargeoffs

 $-  $-  $-  $-  $-  $-  $-  $-  $- 

 

  

At December 31, 2022

 
                              

Line of

     
                              

Credit

     
  

Term Loans Amortized Cost Basis by Origination Year

  

Total

  

Amortized

     
  

Prior

  

2018

  

2019

  

2020

  

2021

  

2022

  

Term Loans

  

Cost Basis

  

Total

 
  

(In thousands)

 

Residential real estate loans by grade

                                 

Pass

 $13,457  $-  $-  $-  $-  $-  $13,457  $-  $13,457 

Substandard

  377   -   -   -   -   -   377   -   377 

Doubtful

  -   -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   -   - 

Total

 $13,834  $-  $-  $-  $-  $-  $13,834  $-  $13,834 

 

  

At Mach 31, 2023

 
                              

Line of

     
                              

Credit

     
  

Term Loans Amortized Cost Basis by Origination Year

  

Total

  

Amortized

     
  

Prior

  

2019

  

2020

  

2021

  

2022

  

2023

  

Term Loans

  

Cost Basis

  

Total

 
  

(In thousands)

 

Construction loans by grade

                                    

Pass

 $-  $-  $-  $-  $-  $-  $-  $4,066  $4,066 

Substandard

  -   -   -   -   -   -   -   -   - 

Doubtful

  -   -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   -   - 

Total

 $-  $-  $-  $-  $-  $-  $-  $4,066  $4,066 
                                     

Construction loans:

                                    

Current period gross chargeoffs

 $-  $-  $-  $-  $-  $-  $-  $-  $- 

 

  

At December 31, 2022

 
                              

Line of

     
                              

Credit

     
  

Term Loans Amortized Cost Basis by Origination Year

  

Total

  

Amortized

     
  

Prior

  

2018

  

2019

  

2020

  

2021

  

2022

  

Term Loans

  

Cost Basis

  

Total

 
  

(In thousands)

 

Construction loans by grade

                                    

Pass

 $-  $-  $-  $-  $-  $-  $-  $3,088  $3,088 

Substandard

  -   -   -   -   -   -   -   -   - 

Doubtful

  -   -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   -   - 

Total

 $-  $-  $-  $-  $-  $-  $-  $3,088  $3,088 

 

20

 

The Company considers the delinquency and nonaccrual status of the consumer loan portfolio and its impact on the allowance for credit losses. The following table presents the amortized cost in consumer installment and other loans based on delinquency and nonaccrual status:

 

  

At March 31, 2023

 
                              

Line of

     
                              

Credit

     
  

Term Loans Amortized Cost Basis by Origination Year

  

Total

  

Amortized

     
  

Prior

  

2019

  

2020

  

2021

  

2022

  

2023

  

Term Loans

  

Cost Basis

  

Total

 
  

(In thousands)

     

Consumer installment and other loans by delinquency and nonaccrual status

                         

Current

 $14,977  $19,632  $32,122  $69,066  $91,423  $16,809  $244,029  $18,816  $262,845 

30-59 days past due

  493   343   732   2,071   1,336   -   4,975   102   5,077 

60-89 days past due

  22   86   236   275   318   -   937   30   967 

Past due 90 days or more

  46   35   46   172   272   -   571   -   571 

Nonaccrual

  -   -   -   -   -   -   -   16   16 

Total

 $15,538  $20,096  $33,136  $71,584  $93,349  $16,809  $250,512  $18,964  $269,476 
                                     

Consumer installment and other loans:

                                    

Current period gross chargeoffs

 $122  $14  $278  $501  $934  $-  $1,849  $42  $1,891 

 

  

At December 31, 2022

 
                              

Line of

     
                              

Credit

     
  

Term Loans Amortized Cost Basis by Origination Year

  

Total

  

Amortized

     
  

Prior

  

2018

  

2019

  

2020

  

2021

  

2022

  

Term Loans

  

Cost Basis

  

Total

 
  

(In thousands)

     

Consumer installment and other loans by delinquency and nonaccrual status

                         

Current

 $6,017  $13,147  $22,330  $35,783  $76,126  $99,414  $252,817  $20,430  $273,247 

30-59 days past due

  117   268   572   1,014   1,709   1,359   5,039   62   5,101 

60-89 days past due

  42   65   67   275   635   750   1,834   16   1,850 

Past due 90 days or more

  3   20   16   61   284   241   625   3   628 

Nonaccrual

  -   -   -   -   -   -   -   16   16 

Total

 $6,179  $13,500  $22,985  $37,133  $78,754  $101,764  $260,315  $20,527  $280,842 

 

There were no loans held for sale at March 31, 2023 and December 31, 2022.

 

The Company held no other real estate owned (OREO) at March 31, 2023 and December 31, 2022. The amount of consumer mortgage loans outstanding secured by residential real estate properties for which formal foreclosure proceedings were in process was $-0- thousand at March 31, 2023 and December 31, 2022.

 

 

Note 5: Concentration of Credit Risk

 

Under the California Financial Code, credit extended to any one person at any one time shall not exceed the following limitations: (a) unsecured credits shall not exceed 15 percent of the sum of the Bank’s shareholders’ equity, allowance for loan losses, capital notes, and debentures, or (b) secured and unsecured credits in all shall not exceed 25 percent of the sum of the Bank’s shareholders’ equity, allowance for loan losses, capital notes, and debentures. At March 31, 2023, the Bank did not have credit extended to any one entity exceeding these limits. At March 31, 2023, the Bank had 25 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 4, the Company had loan commitments related to real estate loans of $33,475 thousand and $34,790 thousand at March 31, 2023 and December 31, 2022, 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 March 31, 2023, the Bank held corporate bonds in 113 issuing entities that exceeded $5 million for each issuer.

 

 

Note 6: Other Assets and Other Liabilities

 

  

At March 31,

  

At December 31,

 
  

2023

  

2022

 
  

(In thousands)

 

Cost method equity investments:

        

Federal Reserve Bank stock (1)

 $13,935  $11,743 

Other investments

  158   158 

Total cost method equity investments

  14,093   11,901 

Life insurance cash surrender value

  64,521   63,816 

Net deferred tax asset

  114,588   125,140 

Right-of-use asset

  15,447   15,746 

Limited partnership investments

  32,987   34,421 

Interest receivable

  53,676   53,558 

Prepaid assets

  4,531   4,894 

Other assets

  8,948   9,670 

Total other assets

 $308,791  $319,146 

 

(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. Visa Inc. disclosed a revised conversion rate applicable to its class B common stock in its Form 8-K dated January 5, 2023. 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, was reduced from 1.6059 to 1.5991 per share, effective as of December 29, 2022. Visa Inc. class A common stock had a closing price of $225.46 per share on March 31, 2023, the last day of stock market trading for the first quarter 2023. 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.

 

21

 

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 March 31, 2023, these investments totaled $32,987 thousand and $20,842 thousand of this amount represents outstanding equity capital commitments that are included in other liabilities. At December 31, 2022, these investments totaled $34,421 thousand and $22,647 thousand of this amount represents outstanding equity capital commitments that are included in other liabilities. At March 31, 2023, the $20,842 thousand of outstanding equity capital commitments are expected to be paid as follows: $9,187 thousand in the remainder of 2023, $10,499 thousand in 2024, $359 thousand in 2025, $59 thousand in 2026, $190 thousand in 2027, and $548 thousand in 2028 or thereafter.

 

The amounts recognized in net income for these investments include:

 

  

For the Three Months Ended

 
  

March 31,

 
  

2023

  

2022

 
  

(In thousands)

 

Investment loss included in pre-tax income

 $1,434  $1,431 

Tax credits recognized in provision for income taxes

  1,020   804 

 

Other liabilities consisted of the following:

 

  

At March 31,

  

At December 31,

 
  

2023

  

2022

 
  

(In thousands)

 

Operating lease liability

 $15,447  $15,746 

Other liabilities

  59,696   49,379 

Total other liabilities

 $75,143  $65,125 

 

The Company has entered into leases for most branch locations and certain other offices that were classified as operating leases primarily with original terms of five years. Certain lease arrangements contain extension options, which can be exercised at the Company’s option, for one or more additional five year terms. Unexercised extension options are not considered reasonably certain of exercise and have not been included in the lease term used to determine the lease liability or right-of-use asset. The Company did not have any finance leases as of March 31, 2023.

 

As of March 31, 2023, the Company’s lease liability and right-of-use asset were $15,447 thousand. The weighted average remaining life of operating leases and weighted average discount rate used to determine operating lease liabilities were 3.3 years and 2.05%, respectively, at March 31, 2023.  The Company did not have any material lease incentives, unamortized initial direct costs, prepaid lease expense, or accrued lease expense as of March 31, 2023.

 

Total lease costs were $1,656 thousand and $1,633 thousand in the three months ended March 31, 2023 and March 31, 2022, respectively, and were recorded within occupancy and equipment expense. The Company did not have any material short-term or variable leases costs or sublease income during the three months ended March 31, 2023 and March 31, 2022.

 

[The remainder of this page intentionally left blank]

 

 

22

 

The following table summarizes the remaining lease payments of operating lease liabilities:

 

  

Minimum
future lease
payments

 
  

At March 31,

 
  

2023

 
  

(In thousands)

 

The remainder of 2023

 $4,442 

2024

  4,516 

2025

  3,291 

2026

  1,674 

2027

  982 

Thereafter

  1,153 

Total minimum lease payments

  16,058 

Less: discount

  (611)

Present value of lease liability

 $15,447 

 

 

Note 7: 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 three months ended March 31, 2023 and year ended December 31, 2022, as no triggering events occurred during such periods. 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 three months ended March 31, 2023 and the year ended December 31, 2022, no such adjustments were recorded.

 

The carrying values of goodwill were:

 

  

At March 31, 2023

  

At December 31, 2022

 
  

(In thousands)

 

Goodwill

 $121,673  $121,673 

 

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

 

  

At March 31, 2023

  

At December 31, 2022

 
  

Gross

      

Gross

     
  

Carrying

  

Accumulated

  

Carrying

  

Accumulated

 
  

Amount

  

Amortization

  

Amount

  

Amortization

 
  

(In thousands)

 

Core deposit intangibles

 $56,808  $(56,285) $56,808  $(56,225)

 

As of March 31, 2023, the current period and estimated future amortization expense for identifiable intangible assets, to be fully amortized in 2025, was:

 

  

Total

 
  

Core

 
  

Deposit

 
  

Intangibles

 
  

(In thousands)

 

For the three months ended March 31, 2023 (actual)

 $60 

The remainder of 2023

  176 

2024

  222 

2025

  125 

 

23

 
 

Note 8: Deposits and Borrowed Funds

 

The following table provides additional detail regarding deposits.

 

  

Deposits

 
  

At March 31,

  

At December 31,

 
  

2023

  

2022

 
  

(In thousands)

 

Noninterest-bearing

 $2,788,992  $2,947,277 

Interest-bearing:

        

Transaction

  1,201,356   1,273,143 

Savings

  1,783,667   1,874,115 

Time deposits less than $100 thousand

  63,891   65,962 

Time deposits $100 thousand through $250 thousand

  40,334   42,733 

Time deposits more than $250 thousand

  21,075   22,060 

Total deposits

 $5,899,315  $6,225,290 

 

Demand deposit overdrafts of $818 thousand and $995 thousand were included as loan balances at March 31, 2023 and December 31, 2022, respectively. Interest expense for aggregate time deposits with individual account balances in excess of $100 thousand was $34 thousand in the three months ended March 31, 2023 and $41 thousand in the three months ended March 31, 2022.

 

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 March 31,

  

At December 31,

 
  

2023

  

2022

 

Repurchase agreements:

 

(In thousands)

 

Collateral securing borrowings:

        

Agency residential MBS

 $29,160  $30,108 

Corporate securities

  247,439   203,774 

Total collateral carrying value

 $276,599  $233,882 

Total short-term borrowed funds

 $83,088  $57,792 

 

At March 31, 2023, the Company had uncommitted lines of credit for overnight borrowings from correspondent banks totaling $100 million. Additionally, the Company had access to borrowing from the Federal Reserve up to $671 million based on the collateral pledged at March 31, 2023. There were no outstanding amounts under the above-mentioned borrowings at March 31, 2023. For the three months ended March 31, 2023, the average balances of the above-mentioned borrowings were $1 thousand. At March 31, 2023, the Company’s unpledged debt securities collateral qualifying for Federal Reserve borrowing totaled $2,574,254 thousand.

 

 

Note 9:  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. 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, loans individually evaluated for credit loss, 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.

 

24

 

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, commercial paper, collateralized loan obligations, municipal bonds and securities of U.S government entities and U.S. government sponsored entities.

 

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 evaluates debt securities for credit losses on a quarterly basis. 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.

 

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 March 31, 2023

 
  

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)

 

Debt securities available for sale:

                

Agency residential MBS

 $276,078  $-  $276,078  $- 

Securities of U.S. Government sponsored entities

  297,140   -   297,140   - 

Obligations of states and political subdivisions

  82,678   -   82,678   - 

Corporate securities

  2,019,240   -   2,019,240   - 

Collateralized loan obligations

  1,542,377   -   1,542,377   - 

Total debt securities available for sale

 $4,217,513  $-  $4,217,513  $- 

 

(1)

There were no transfers in to or out of level 3 during the three months ended March 31, 2023.

 

25

 
  

At December 31, 2022

 
  

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)

 

Debt securities available for sale:

                

Agency residential MBS

 $286,048  $-  $286,048  $- 

Securities of U.S. Government sponsored entities

  290,853   -   290,853   - 

Obligations of states and political subdivisions

  82,004   -   82,004   - 

Corporate securities

  2,099,955   -   2,099,955   - 

Collateralized loan obligations

  1,572,883   -   1,572,883   - 

Total debt securities available for sale

 $4,331,743  $-  $4,331,743  $- 

 

(1)

There were no transfers in to or out of level 3 during the year ended December 31, 2022.

 

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 the 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 March 31, 2023 and December 31, 2022, 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.

 

 

                  

For the Three

 
                  

Months Ended

 
  

At March 31, 2023

  

March 31, 2023

 
  

Carrying Value

  

Level 1

  

Level 2

  

Level 3

  

Total Losses

 
  

(In thousands)

 

Loans:

                    

Commercial real estate

 $110  $-  $-  $110  $- 

Total assets measured at fair value on a nonrecurring basis

 $110  $-  $-  $110  $- 

 

                  

For the

 
                  

Year Ended

 
  

At December 31, 2022

  

December 31, 2022

 
  

Carrying Value

  

Level 1

  

Level 2

  

Level 3

  

Total Losses

 
  

(In thousands)

 

Loans:

                    

Commercial real estate

 $225  $-  $-  $225  $- 

Total assets measured at fair value on a nonrecurring basis

 $225  $-  $-  $225  $- 

 

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. 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 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.

 

26

 

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 March 31, 2023

 
  

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

 $195,202  $195,202  $195,202  $-  $- 

Debt securities held to maturity

  909,319   875,268   -   875,268   - 

Loans

  919,119   898,767   -   -   898,767 
                     

Financial Liabilities:

                    

Deposits

 $5,899,315  $5,895,669  $-  $5,774,015  $121,654 

Short-term borrowed funds

  83,088   83,088   -   83,088   - 

 

 

  

At December 31, 2022

 
  

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

 $294,236  $294,236  $294,236  $-  $- 

Debt securities held to maturity

  915,913   873,511   -   873,511   - 

Loans

  938,204   905,720   -   -   905,720 
                     

Financial Liabilities:

                    

Deposits

 $6,225,290  $6,224,791  $-  $6,094,535  $130,256 

Short-term borrowed funds

  57,792   57,792   -   57,792   - 

 

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.

 

 

Note 10: 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. Certain agreements provide the Company the right to cancel or reduce its obligations to lend to customers. The portions that are not unconditionally cancellable by the Company aggregated $31,550 thousand at March 31, 2023 and $31,889 thousand at December 31, 2022. 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 $208,051 thousand at March 31, 2023 and $202,696 thousand at December 31, 2022. 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 $1,951 thousand at March 31, 2023 and $1,948 thousand at December 31, 2022. Commitments for commercial and similar letters of credit totaled $95 thousand at March 31, 2023 and December 31, 2022. The Company had $950 thousand in outstanding full recourse guarantees to a third party credit card company at March 31, 2023 and December 31, 2022. At March 31, 2023, the Company had a reserve for unfunded commitments of $201 thousand for the above-mentioned loan commitments of $31,550 thousand that are not unconditionally cancellable by the Company. The Company’s reserve for unfunded commitments was $201 thousand at December 31, 2022. The reserve for unfunded commitments is 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.

 

27

 

 

Note 11: 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 Three Months Ended

 
  

March 31,

 
  

2023

  

2022

 
  

(In thousands, except per share data)

 

Net income (numerator)

 $40,451  $22,616 

Basic earnings per common share

        

Weighted average number of common shares outstanding - basic (denominator)

  26,859   26,870 

Basic earnings per common share

 $1.51  $0.84 

Diluted earnings per common share

        

Weighted average number of common shares outstanding - basic

  26,859   26,870 

Add common stock equivalents for options

  7   15 

Weighted average number of common shares outstanding - diluted (denominator)

  26,866   26,885 

Diluted earnings per common share

 $1.51  $0.84 

 

For the three months ended March 31, 2023 and March 31, 2022, options to purchase 977 thousand and 802 thousand shares of common stock, respectively, were outstanding but not included in the computation of diluted earnings per share because the option exercise price exceeded the fair value of the stock such that their inclusion would have had an anti-dilutive effect.

 

[The remainder of this page intentionally left blank]

 

 

 

 

 

28

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 

 

   

For the Three Months Ended

 
   

March 31,

   

December 31,

 
   

2023

   

2022

   

2022

 
   

(In thousands, except per share data)

 

Net Interest and Fee Income (FTE)(1)

  $ 69,562     $ 43,807     $ 69,155  

Reversal of Provision for Credit Losses

    (1,550 )     -       -  

Noninterest Income

    10,549       11,576       10,463  

Noninterest Expense

    26,210       24,875       25,090  

Income Before Income Taxes (FTE)(1)

    55,451       30,508       54,528  

Provision for Income Taxes (FTE)(1)

    15,000       7,892       15,184  

Net Income

  $ 40,451     $ 22,616     $ 39,344  
                         

Average Common Shares Outstanding

    26,859       26,870       26,912  

Average Diluted Common Shares Outstanding

    26,866       26,885       26,924  

Common Shares Outstanding at Period End

    26,648       26,883       26,913  
                         

Per Common Share:

                       

Basic Earnings

  $ 1.51     $ 0.84     $ 1.46  

Diluted Earnings

    1.51       0.84       1.46  

Book Value Per Common Share

    24.13       26.10       22.37  
                         

Financial Ratios:

                       

Return On Assets

    2.31 %     1.24 %     2.12 %

Return On Common Equity

    19.11 %     11.82 %     18.64 %

Net Interest Margin (FTE)(1)

    4.18 %     2.51 %     3.95 %

Net Loan (Recoveries) Chargeoffs to Average Loans

    (0.33 )%     0.23 %     0.39 %

Efficiency Ratio(2)

    32.7 %     44.9 %     31.5 %
                         

Average Balances:

                       

Assets

  $ 7,112,317     $ 7,406,321     $ 7,353,270  

Loans

    945,864       1,029,724       964,287  

Investment securities

    5,548,780       4,947,846       5,694,280  

Deposits

    6,061,923       6,393,458       6,349,401  

Shareholders' Equity

    858,473       776,225       837,499  
                         

Period End Balances:

                       

Assets

  $ 6,700,471     $ 7,306,417     $ 6,950,317  

Loans

    938,628       1,002,514       958,488  

Investment securities

    5,126,833       4,897,115       5,247,657  

Deposits

    5,899,315       6,405,874       6,225,290  

Shareholders' Equity

    642,925       701,744       602,110  
                         

Capital Ratios at Period End:

                       

Total Risk Based Capital

    16.47 %     15.60 %     15.64 %

Tangible Equity to Tangible Assets

    7.92 %     8.06 %     7.03 %
                         

Dividends Paid Per Common Share

  $ 0.42     $ 0.42     $ 0.42  

Common Dividend Payout Ratio

    28 %     50 %     29 %

 

The above financial summary has been derived from the Company's unaudited consolidated financial statements. This information should be read in conjunction with those statements, notes and the other information included elsewhere herein. Percentages under the heading "Financial Ratios" are annualized with the exception of the efficiency ratio.

 

(1)

Yields on securities and certain loans have been adjusted upward to an 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).

 

 

29

 

Financial Overview

 

Westamerica Bancorporation and subsidiaries (collectively, the “Company”) reported net income of $40.5 million or $1.51 diluted earnings per common share (“EPS”) in the first quarter 2023, including a $1.6 million reversal of provision for credit losses, which increased EPS $0.04. First quarter 2023 results compare with net income of $22.6 million or $0.84 EPS for the first quarter 2022 and $39.3 million or $1.46 EPS for the fourth quarter 2022. First quarter 2022 results included a $1.2 million reconciling payment from a payments network.

 

In response to the high levels of inflation during a period of tight employment conditions, the Federal Open Market Committee of the Federal Reserve Board (“FOMC”) has tightened monetary policy through reduced bond purchases and increases to the overnight federal funds interest rate. The FOMC started to increase the target federal funds rate in March 2022. The raised target range was 0.25% to 0.50% in March 2022 and increases in the target federal funds rate continued successively. A March 22, 2023 Federal Reserve press release stated, “Recent indicators point to modest growth in spending and production. Job gains have picked up in recent months and are running at a robust pace; the unemployment rate has remained low. Inflation remains elevated. The U.S. banking system is sound and resilient. Recent developments are likely to result in tighter credit conditions for households and businesses and to weigh on economic activity, hiring, and inflation. The Committee is highly attentive to inflation risks… the Committee decided to raise the target range for the federal funds rate to 4.75 to 5.00%... The Committee anticipates that some additional policy firming may be appropriate in order to attain a stance of monetary policy that is sufficiently restrictive to return inflation to 2 percent over time. In determining the extent of future increases in the target range, the Committee will take into account the cumulative tightening of monetary policy, the lags with which monetary policy affects economic activity and inflation, and economic and financial developments.” The interest rate paid on reserve balances to 4.90% effective March 23, 2023 compared with 0.40% effective March 2022. The Bank maintains deposit balances at the Federal Reserve Bank; the amount that earns interest is identified as “interest-bearing cash”.

 

Management continues to evaluate the impacts of inflation, the Federal Reserve’s monetary policy, climate changes, the COVID-19 pandemic and the tensions in Ukraine on the Company’s business and its customers. During the first quarter 2023, the banking industry experienced significant volatility with multiple bank failures. Industrywide concerns have developed related to liquidity, deposit outflows and unrealized losses on investment debt securities. These recent events could affect the Company’s funding of its operations. The extent of the impact on the Company’s results of operations, cash flow liquidity, and financial performance, as well as the Company’s ability to execute near- and long-term business strategies and initiatives, will depend on numerous evolving factors and future developments, which are uncertain and cannot be reasonably predicted.

 

The Company presents its net interest margin and net interest income on a fully taxable equivalent (“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 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.

 

The Company’s significant accounting policies (see Note 1, “Summary of Significant Accounting Policies,” to Financial Statements in the Company’s 2022 Form 10-K and Note 2 “Summary of Significant Accounting Policies” in this Form 10-Q) are fundamental to understanding the Company’s results of operations and financial condition. The Company adopted the following new accounting guidance:

 

FASB ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, issued March 2022, eliminates the recognition and measurement guidance for troubled debt restructurings and requires enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. This ASU also requires enhanced disclosure for loans that have been charged off. The ASU became effective January 1, 2023 under a prospective approach. The Company adopted the provisions to remove the recognition and measurement guidance for troubled debt restructurings and/or modify relevant disclosures in the “Loans” note to the unaudited consolidated financial statements. The requirement to include additional disclosures was adopted by the Company January 1, 2023.  The additional disclosures did not affect the financial results upon adoption.

 

[The remainder of this page intentionally left blank]

 

30

 

Net Income

 

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

 

   

For the Three Months Ended

 
   

March 31,

   

December 31,

 
   

2023

   

2022

   

2022

 
   

(In thousands, except per share data)

 

Net interest and loan fee income (FTE)

  $ 69,562     $ 43,807     $ 69,155  

Reversal of provision for credit losses

    (1,550 )     -       -  

Noninterest income

    10,549       11,576       10,463  

Noninterest expense

    26,210       24,875       25,090  

Income before taxes (FTE)

    55,451       30,508       54,528  

Income tax provision (FTE)

    15,000       7,892       15,184  

Net income

  $ 40,451     $ 22,616     $ 39,344  
                         

Average diluted common shares

    26,866       26,885       26,924  

Diluted earnings per common share

  $ 1.51     $ 0.84     $ 1.46  
                         

Average total assets

  $ 7,112,317     $ 7,406,321     $ 7,353,270  

Net income to average total assets (annualized)

    2.31 %     1.24 %     2.12 %

Net income to average common shareholders' equity (annualized)

    19.11 %     11.82 %     18.64 %

 

Net income for the first quarter 2023 increased $17.8 million compared with the first quarter 2022. Net interest and loan fee income (FTE) increased $25.8 million in the first quarter 2023 compared with the first quarter 2022 due to higher average balances of investment debt securities and higher yield on investment debt securities and interest-bearing cash, partially offset by lower average balances of loans. The Company recorded a $1.6 million reversal of provision for credit losses in the first quarter of 2023 as a result of a $2.2 million recovery on a previously charged off loan. The Company provided no provision for credit losses in the first quarter of 2022, based on Management’s estimate of credit losses over the remaining life of its loans and debt securities held to maturity. First quarter 2023 noninterest income decreased $1.0 million compared with the first quarter 2022 primarily because first quarter 2022 included a $1.2 million reconciling payment from a payments network. First quarter 2023 noninterest expense increased $1.3 million primarily due to an increase in occupancy and equipment expense and increased FDIC insurance assessments for all insured depository institutions. The tax rate (FTE) was 27.1% for the first quarter 2023 and 25.9% for the first quarter 2022.

 

Net income for the first quarter 2023 increased $1.1 million compared with the fourth quarter 2022. Net interest and loan fee income (FTE) increased $407 thousand in the first quarter 2023 compared with the fourth quarter 2022 due to higher yield on investment debt securities and interest-bearing cash, partially offset by lower average balances of interest-earning assets. The Company recorded a $1.6 million reversal of provision for credit losses in the first quarter of 2023 as a result of a $2.2 million recovery on a previously charged off loan. The Company provided no provision for credit losses in the fourth quarter of 2022, based on Management’s estimate of credit losses over the remaining life of its loans and debt securities held to maturity. First quarter 2023 noninterest income remained at the same level as the fourth quarter 2022. First quarter 2023 noninterest expense increased $1.1 million compared with the fourth quarter 2022 primarily due to an increase in seasonal payroll taxes and increased FDIC insurance assessments for all insured depository institutions. The tax rate (FTE) was 27.1% for the first quarter 2023 and 27.8% for the fourth quarter 2022.

 

[The remainder of this page intentionally left blank]

 

 

 

31

 

Net Interest and Loan Fee Income (FTE)

 

Following is a summary of the components of net interest and loan fee income (FTE) for the periods indicated:

 

   

For the Three Months Ended

 
   

March 31,

   

December 31,

 
   

2023

   

2022

   

2022

 
   

(In thousands)

 

Interest and loan fee income

  $ 69,624     $ 43,759     $ 69,198  

Interest expense

    471       480       475  

FTE adjustment

    409       528       432  

Net interest and loan fee income (FTE)

  $ 69,562     $ 43,807     $ 69,155  
                         

Average earning assets

  $ 6,665,156     $ 6,998,234     $ 6,930,584  

Net interest margin (FTE) (annualized)

    4.18 %     2.51 %     3.95 %

 

Net interest and loan fee income (FTE) increased $25.8 million in the first quarter 2023 compared with the first quarter 2022 due to higher average balances of investment debt securities (up $601 million) and higher yield on investment debt securities (up 1.57%) and interest-bearing cash (up 4.37%), partially offset by lower average balances of loans (down $84 million).

 

Net interest and loan fee income (FTE) increased $407 thousand in the first quarter 2023 compared with the fourth quarter 2022 due to higher yield on investment debt securities (up 0.25%) and interest-bearing cash (up 0.87%), partially offset by lower average balances of interest-earning assets (down $265 million).

 

The annualized net interest margin (FTE) was 4.18% in the first quarter 2023, 2.51% in the first quarter 2022 and 3.95% in the fourth quarter 2022.

 

The Company’s funding costs were 0.03% in the first quarter 2023, first quarter 2022 and fourth quarter 2022. Noninterest bearing deposits represented 47% of average deposits in the first quarter 2023 while higher-cost time deposits represented 2%. Average balances of time deposits in the first quarter 2023 declined $14 million from the first quarter 2022. Average balances of checking and saving deposits accounted for 97.9% of average total deposits in the first quarter 2023, 97.8% in the first quarter 2022 and 97.9% in the fourth quarter 2022.

 

Net Interest Margin (FTE)

 

The following summarizes the components of the Company's net interest margin (FTE) for the periods indicated (percentages are annualized.)

 

   

For the Three Months Ended

 
   

March 31,

   

December 31,

 
   

2023

   

2022

   

2022

 
                         

Yield on earning assets (FTE)

    4.21 %     2.54 %     3.98 %

Rate paid on interest-bearing liabilities

    0.06 %     0.05 %     0.06 %

Net interest spread (FTE)

    4.15 %     2.49 %     3.92 %

Impact of noninterest-bearing funds

    0.03 %     0.02 %     0.03 %

Net interest margin (FTE)

    4.18 %     2.51 %     3.95 %

 

The increase in the Company’s yield on earning assets has been generated primarily by collateralized loan obligations (CLOs), held in debt securities available for sale portfolio, and interest-bearing cash. The CLOs have interest coupons that change once every three months by the amount of change in the three-month LIBOR and SOFR base rates. The average balances and yields of CLOs for the three months ended March 31, 2023 was $1,577 million yielding 6.34%. The average balances and yields of CLOs for the three months ended March 31, 2022 and December 31, 2022 were $1,464 million yielding 1.92% and $1,590 million yielding 5.61%, respectively. The interest-bearing cash yield changes by the amount of change in the overnight federal funds rate on the effective date declared by the FOMC. The average balance and yields of interest-bearing cash for the three months ended March 31, 2023 were $171 million yielding 4.56%. The average balance and yields of interest-bearing cash for the three months ended March 31, 2022 and December 31, 2022 were $1,021 million yielding 0.19% and $272 million yielding 3.69%, respectively. The Company has other earning assets with variable yields such as commercial loans and lines of credit, consumer lines of credit and adjustable rate residential real estate loans, which are included in “other taxable loans” in the following “Summary of Average Balances, Yields/Rates and Interest Differential.”

 

[The remainder of this page intentionally left blank]

 

 

32

 

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 the reversal of previously accrued interest on loans placed on nonaccrual status during the period, 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, rates and interest margins are annualized. 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 21 percent.

 

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

 

   

For the Three Months Ended March 31, 2023

 
           

Interest

         
   

Average

   

Income/

   

Yields/

 
   

Balance

   

Expense

   

Rates

 
   

($ in thousands)

 

Assets

                       

Investment securities:

                       

Taxable

  $ 5,379,275     $ 54,749       4.07 %

Tax-exempt (1)

    169,505       1,508       3.56 %

Total investments (1)

    5,548,780       56,257       4.06 %

Loans:

                       

Taxable

    900,183       11,390       5.13 %

Tax-exempt (1)

    45,681       444       3.94 %

Total loans (1)

    945,864       11,834       5.07 %

Total interest-bearing cash

    170,512       1,942       4.56 %

Total Interest-earning assets (1)

    6,665,156       70,033       4.21 %

Other assets

    447,161                  

Total assets

  $ 7,112,317                  
                         

Liabilities and shareholders' equity

                       

Noninterest-bearing demand

  $ 2,851,600     $ -       - %

Savings and interest-bearing transaction

    3,080,867       374       0.05 %

Time less than $100,000

    71,826       50       0.28 %

Time $100,000 or more

    57,630       34       0.24 %

Total interest-bearing deposits

    3,210,323       458       0.06 %

Short-term borrowed funds

    76,835       13       0.07 %

Total interest-bearing liabilities

    3,287,158       471       0.06 %

Other liabilities

    115,086                  

Shareholders' equity

    858,473                  

Total liabilities and shareholders' equity

  $ 7,112,317                  

Net interest spread (1) (2)

                    4.15 %

Net interest and fee income and interest margin (1) (3)

          $ 69,562       4.18 %

 

(1)

Amounts calculated on an FTE 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.

 

33

 

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

 

   

For the Three Months Ended March 31, 2022

 
           

Interest

         
   

Average

   

Income/

   

Yields/

 
   

Balance

   

Expense

   

Rates

 
   

($ in thousands)

 

Assets

                       

Investment securities:

                       

Taxable

  $ 4,710,561     $ 28,733       2.44 %

Tax-exempt (1)

    237,285       2,037       3.43 %

Total investments (1)

    4,947,846       30,770       2.49 %

Loans:

                       

Taxable

    982,531       12,582       5.19 %

Tax-exempt (1)

    47,193       456       3.92 %

Total loans (1)

    1,029,724       13,038       5.14 %

Total interest-bearing cash

    1,020,664       479       0.19 %

Total Interest-earning assets (1)

    6,998,234       44,287       2.54 %

Other assets

    408,087                  

Total assets

  $ 7,406,321                  
                         

Liabilities and shareholders' equity

                       

Noninterest-bearing demand

  $ 3,005,065     $ -       - %

Savings and interest-bearing transaction

    3,245,192       371       0.05 %

Time less than $100,000

    79,029       40       0.21 %

Time $100,000 or more

    64,172       41       0.26 %

Total interest-bearing deposits

    3,388,393       452       0.05 %

Short-term borrowed funds

    157,753       28       0.07 %

Total interest-bearing liabilities

    3,546,146       480       0.05 %

Other liabilities

    78,885                  

Shareholders' equity

    776,225                  

Total liabilities and shareholders' equity

  $ 7,406,321                  

Net interest spread (1) (2)

                    2.49 %

Net interest and fee income and interest margin (1) (3)

          $ 43,807       2.51 %

 

(1)

Amounts calculated on an FTE 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]

 

34

 

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

 

   

For the Three Months Ended December 31, 2022

 
           

Interest

         
   

Average

   

Income/

   

Yields/

 
   

Balance

   

Expense

   

Rates

 
   

($ in thousands)

 

Assets

                       

Investment securities:

                       

Taxable

  $ 5,515,274     $ 53,179       3.86 %

Tax-exempt (1)

    179,006       1,591       3.56 %

Total investments (1)

    5,694,280       54,770       3.81 %

Loans:

                       

Taxable

    918,757       11,855       5.12 %

Tax-exempt (1)

    45,530       438       3.82 %

Total loans (1)

    964,287       12,293       5.06 %

Total interest-bearing cash

    272,017       2,567       3.69 %

Total Interest-earning assets (1)

    6,930,584       69,630       3.98 %

Other assets

    422,686                  

Total assets

  $ 7,353,270                  
                         

Liabilities and shareholders' equity

                       

Noninterest-bearing demand

  $ 3,010,806     $ -       - %

Savings and interest-bearing transaction

    3,204,674       376       0.05 %

Time less than $100,000

    74,201       51       0.27 %

Time $100,000 or more

    59,720       36       0.24 %

Total interest-bearing deposits

    3,338,595       463       0.05 %

Short-term borrowed funds

    73,594       12       0.06 %

Total interest-bearing liabilities

    3,412,189       475       0.06 %

Other liabilities

    92,776                  

Shareholders' equity

    837,499                  

Total liabilities and shareholders' equity

  $ 7,353,270                  

Net interest spread (1) (2)

                    3.92 %

Net interest and fee income and interest margin (1) (3)

          $ 69,155       3.95 %

 

(1)

Amounts calculated on an FTE 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]

 

35

 

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 Three Months Ended March 31, 2023

 
   

Compared with

 
   

For the Three Months Ended March 31, 2022

 
   

Volume

   

Yield/Rate

   

Total

 
   

(In thousands)

 

Increase (decrease) in interest and loan fee income:

                       

Investment securities:

                       

Taxable

  $ 4,079     $ 21,937     $ 26,016  

Tax-exempt (1)

    (582 )     53       (529 )

Total investments (1)

    3,497       21,990       25,487  

Loans:

                       

Taxable

    (1,042 )     (150 )     (1,192 )

Tax-exempt (1)

    (15 )     3       (12 )

Total loans (1)

    (1,057 )     (147 )     (1,204 )

Total interest-bearing cash

    (399 )     1,862       1,463  

Total increase in interest and loan fee income (1)

    2,041       23,705       25,746  

Increase (decrease) in interest expense:

                       

Deposits:

                       

Savings and interest-bearing transaction

    (19 )     22       3  

Time less than $100,000

    (4 )     14       10  

Time $100,000 or more

    (4 )     (3 )     (7 )

Total interest-bearing deposits

    (27 )     33       6  

Short-term borrowed funds

    (14 )     (1 )     (15 )

Total (decrease) increase in interest expense

    (41 )     32       (9 )

Increase in net interest and loan fee income (1)

  $ 2,082     $ 23,673     $ 25,755  

 

(1)

Amounts calculated on an FTE basis using the current statutory federal tax rate.

 

[The remainder of this page intentionally left blank]

 

36

 

Summary of Changes in Interest Income and Expense

 

   

For the Three Months Ended March 31, 2023

 
   

Compared with

 
   

For the Three Months Ended December 31, 2022

 
   

Volume

   

Yield/Rate

   

Total

 
   

(In thousands)

 

Increase (decrease) in interest and loan fee income:

                       

Investment securities:

                       

Taxable

  $ (1,311 )   $ 2,881     $ 1,570  

Tax-exempt (1)

    (84 )     1       (83 )

Total investments (1)

    (1,395 )     2,882       1,487  

Loans:

                       

Total taxable

    (485 )     20       (465 )

Tax-exempt (1)

    1       5       6  

Total loans (1)

    (484 )     25       (459 )

Total interest-bearing cash

    (958 )     333       (625 )

Total (decrease) increase in interest and loan fee income (1)

    (2,837 )     3,240       403  

Increase (decrease) in interest expense:

                       

Deposits:

                       

Savings and interest-bearing transaction

    (2 )     -       (2 )

Time less than $100,000

    (1 )     -       (1 )

Time $100,000 or more

    (2 )     -       (2 )

Total interest-bearing deposits

    (5 )     -       (5 )

Short-term borrowed funds

    -       1       1  

Total (decrease) increase in interest expense

    (5 )     1       (4 )

(Decrease) increase in net interest and loan fee income (1)

  $ (2,832 )   $ 3,239     $ 407  

 

(1)

Amounts calculated on an FTE basis using the current statutory federal tax rate.

 

Provision for Credit Losses

 

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

 

The Company recorded a $1.6 million reversal of provision for credit losses in the first quarter of 2023 as a result of a $2.2 million recovery on a previously charged off loan. The Company provided no provision for credit losses in the first quarter of 2022, based on Management’s estimate of credit losses over the remaining life of its loans and debt securities held to maturity. For further information regarding credit risk, net credit losses, and the allowance for credit losses, see the “Loan Portfolio Credit Risk” and “Allowance for Credit Losses” sections of this Report.

 

[The remainder of this page intentionally left blank]

 

37

 

Noninterest Income

 

The following table summarizes the components of noninterest income for the periods indicated.

 

   

For the Three Months Ended

 
   

March 31,

   

December 31,

 
   

2023

   

2022

   

2022

 
   

(In thousands)

 
                         

Service charges on deposit accounts

  $ 3,465     $ 3,582     $ 3,484  

Merchant processing services

    2,637       2,623       2,701  

Debit card fees

    1,642       2,872       1,704  

Trust fees

    765       843       754  

ATM processing fees

    654       451       646  

Other service fees

    399       449       416  

Financial services commissions

    89       117       103  

Other noninterest income

    898       639       655  

Total

  $ 10,549     $ 11,576     $ 10,463  

 

First quarter 2023 noninterest income decreased $1.0 million compared with the first quarter 2022 primarily because first quarter 2022 included a $1.2 million reconciling payment from a payments network. Service charges on deposit accounts decreased in the first quarter 2023 compared with the first quarter 2022 primarily due to lower fee income on analyzed deposit accounts. First quarter 2023 other noninterest income included higher recoveries on previously charged off loans compared with first quarter 2022.

 

First quarter 2023 noninterest income remained at the same level as the fourth quarter 2022. First quarter 2023 other noninterest income included higher recoveries on previously charged off loans compared with first quarter 2022.

 

Noninterest Expense

 

The following table summarizes the components of noninterest expense for the periods indicated.

 

   

For the Three Months Ended

 
   

March 31,

   

December 31,

 
   

2023

   

2022

   

2022

 
   

(In thousands)

 
                         

Salaries and related benefits

  $ 12,067     $ 11,920     $ 11,482  

Occupancy and equipment

    5,485       4,746       5,218  

Outsourced data processing services

    2,444       2,437       2,390  

Limited Partnership Operating Losses

    1,434       1,431       1,431  

Professional fees

    476       736       574  

Courier service

    615       582       700  

Other noninterest expense

    3,689       3,023       3,295  

Total

  $ 26,210     $ 24,875     $ 25,090  

 

First quarter 2023 noninterest expense increased $1.3 million compared with the first quarter 2022. Occupancy and equipment expense increased primarily due to software upgrades and increases in repair and maintenance. FDIC insurance assessments increased for all insured depository institutions.

 

First quarter 2023 noninterest expense increased $1.1 million compared with the fourth quarter 2022 primarily due to an increase in seasonal payroll taxes and increased FDIC insurance assessments for all insured depository institutions. Occupancy and equipment expense increased primarily due to increases in repair and maintenance.

 

38

 

Provision for Income Tax

 

The Company’s income tax provision (FTE) was $15.0 million for the first quarter 2023 compared with $7.9 million for the first quarter 2022 and $15.2 million for the fourth quarter 2022, representing effective tax rates (FTE) of 27.1%, 25.9% and 27.8%, respectively.

 

Investment Securities Portfolio

 

The Company maintains an investment securities portfolio consisting of securities issued by U.S. Government sponsored entities, state and political subdivisions, corporations, collateralized loan obligations and agency mortgage-backed securities.

 

Management manages the investment securities portfolio in response to anticipated changes in interest rates, and changes in deposit and loan volumes. The carrying value of the Company’s investment securities portfolio was $5.1 billion at March 31, 2023 and $5.2 billion at December 31, 2022. The following table lists debt securities in the Company’s portfolio by type as of the dates indicated. Debt securities held to maturity are listed at amortized cost before related reserve for expected credit losses of $1 thousand at March 31, 2023 and December 31, 2022. Debt securities available for sale are listed at fair value.

 

   

At March 31, 2023

   

At December 31, 2022

 
   

Carrying Value

   

As a percent of total investment securities

   

Carrying Value

   

As a percent of total investment securities

 
   

($ in thousands)

 

Securities of U.S. Government sponsored entities

  $ 297,140       6 %   $ 290,853       6 %

Agency residential mortgage-backed securities ("MBS")

    374,084       7 %     390,900       7 %

Obligations of states and political subdivisions

    170,439       3 %     171,212       3 %

Corporate securities

    2,742,793       54 %     2,821,809       54 %

Collateralized loan obligations

    1,542,377       30 %     1,572,883       30 %

Total

  $ 5,126,833       100 %   $ 5,247,657       100 %
                                 

Debt securities available for sale

  $ 4,217,513             $ 4,331,743          

Debt securities held to maturity

    909,320               915,914          

Total

  $ 5,126,833             $ 5,247,657          

 

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.

 

At March 31, 2023, substantially all of the Company’s investment securities were investment grade as rated by one or more major rating agency. 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.

 

The Company had no marketable equity securities at March 31, 2023 and December 31, 2022.

 

[The remainder of this page intentionally left blank]

 

39

 

The Company had corporate securities as shown below at the dates indicated:

 

   

Corporate securities

 
   

At March 31, 2023

   

At December 31, 2022

 
   

Amortized

   

Fair

   

Amortized

   

Fair

 
   

Cost

   

Value

   

Cost

   

Value

 
   

(In thousands)

 

Debt securities available for sale

  $ 2,286,050     $ 2,019,240     $ 2,406,566     $ 2,099,955  

Debt securities held to maturity

    723,553       696,136       721,854       687,406  

Total corporate securities

  $ 3,009,603     $ 2,715,376     $ 3,128,420     $ 2,787,361  

 

The following table summarizes total corporate securities by credit rating:

 

   

At March 31, 2023

   

At December 31, 2022

 
   

Fair value

   

As a percent of total corporate securities

   

Fair value

   

As a percent of total corporate securities

 
   

($ in thousands)

 

AAA

  $ 20,788       1 %   $ 20,667       1 %

AA+

    19,963       1 %     19,840       1 %

AA

    19,346       1 %     19,234       1 %

AA-

    72,055       3 %     110,552       4 %

A+

    229,071       8 %     255,381       9 %

A

    492,302       18 %     503,437       18 %

A-

    699,645       26 %     695,865       25 %

BBB+

    822,264       30 %     821,102       29 %

BBB

    300,799       11 %     304,957       11 %

BBB-

    39,143       1 %     36,326       1 %

Total corporate securities

  $ 2,715,376       100 %   $ 2,787,361       100 %

 

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

 

   

At March 31, 2023

   

At December 31, 2022

 
   

Fair value

   

As a percent of total corporate securities

   

Fair value

   

As a percent of total corporate securities

 
   

($ in thousands)

 

Financial

  $ 1,509,958       56 %   $ 1,539,361       55 %

Utilities

    291,296       11 %     285,016       10 %

Industrial

    223,431       8 %     237,554       9 %

Consumer, Non-cyclical

    168,374       6 %     173,736       6 %

Communications

    165,406       6 %     162,270       6 %

Technology

    102,984       4 %     101,255       4 %

Basic Materials

    100,201       4 %     98,072       4 %

Consumer, Cyclical

    85,348       3 %     103,666       4 %

Energy

    68,378       2 %     86,431       3 %

Total corporate securities

  $ 2,715,376       100 %   $ 2,787,361       100 %

 

[The remainder of this page intentionally left blank]

 

40

 

The following table summarizes total corporate securities by the location of the issuers’ headquarters; all the bonds are denominated in United States dollars:

 

   

At March 31, 2023

   

At December 31, 2022

 
   

Fair value

   

As a percent of total corporate securities

   

Fair value

   

As a percent of total corporate securities

 
   

($ in thousands)

 

United States of America

  $ 1,923,376       71 %   $ 1,997,328       72 %

Canada

    195,474       7 %     192,475       7 %

Japan

    165,701       6 %     161,804       6 %

United Kingdom

    160,652       6 %     171,819       6 %

Switzerland

    89,384       3 %     86,396       3 %

France

    88,612       3 %     87,781       3 %

Netherlands

    34,027       1 %     33,216       1 %

Australia

    24,460       1 %     23,870       1 %

Belgium

    20,819       1 %     20,243       1 %

Germany

    12,871       1 %     12,429       - %

Total corporate securities

  $ 2,715,376       100 %   $ 2,787,361       100 %

 

The following table summarizes the above corporate securities with issuer’s headquarters located outside of the United States of America by the industry sector in which the issuing companies operate; all the bonds are denominated in United States dollars:

 

   

At March 31, 2023

   

At December 31, 2022

 
   

Fair value

   

As a percent of total foreign corporate securities

   

Fair value

   

As a percent of total foreign corporate securities

 
   

($ in thousands)

 

Financial

  $ 692,637       87 %   $ 680,956       86 %

Energy

    31,503       4 %     30,600       4 %

Basic Materials

    24,460       3 %     23,870       3 %

Consumer, Non-cyclical

    20,819       3 %     32,684       4 %

Consumer, Cyclical

    12,872       2 %     12,429       2 %

Utilities

    9,709       1 %     9,494       1 %

Total foreign corporate securities

  $ 792,000       100 %   $ 790,033       100 %

 

The Company’s $1.5 billion (fair value) in collateralized loan obligations at March 31, 2023, consist of investments in 147 issues that are within the senior tranches of their respective fund securitization structures. The following table summarizes total collateralized loan obligations by credit rating:

 

   

At March 31, 2023

 
   

Amortized

   

Fair

 
   

Cost

   

Value

 
   

(In thousands)

 

AAA

  $ 533,657     $ 525,666  

AA

    1,038,338       1,016,711  

Total

  $ 1,571,995     $ 1,542,377  

 

41

 

The Company’s $1.6 billion (fair value) in collateralized loan obligations at December 31, 2022, consist of investments in 169 issues that are within the senior tranches of their respective fund securitization structures. The following table summarizes total collateralized loan obligations by credit rating:

 

   

At December 31, 2022

 
   

Amortized

   

Fair

 
   

Cost

   

Value

 
   

(In thousands)

 

AAA

  $ 559,239     $ 553,673  

AA

    1,028,087       1,019,210  

Total

  $ 1,587,326     $ 1,572,883  

 

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 March 31, 2023, the Company’s investment securities portfolios included securities issued by 142 state and local government municipalities and agencies located within 32 states. The largest exposure to any one municipality or agency was $4.8 million (fair value) represented by two general obligation bonds.

 

   

At March 31, 2023

 
   

Amortized

   

Fair

 
   

Cost

   

Value

 
   

(In thousands)

 

Obligations of states and political subdivisions:

               

General obligation bonds:

               

California

  $ 34,478     $ 34,288  

Washington

    11,418       11,403  

Texas

    8,228       8,159  

Massachusetts

    8,183       8,135  

Michigan

    7,106       7,025  

Minnesota

    6,632       6,573  

Other (22 states)

    56,033       55,512  

Total general obligation bonds

  $ 132,078     $ 131,095  
                 

Revenue bonds:

               

California

  $ 13,909     $ 13,698  

Kentucky

    7,602       7,583  

Virginia

    3,675       3,654  

Colorado

    3,156       3,148  

Washington

    2,070       2,071  

Other (8 states)

    9,016       9,019  

Total revenue bonds

  $ 39,428     $ 39,173  

Total obligations of states and political subdivisions

  $ 171,506     $ 170,268  

 

[The remainder of this page intentionally left blank]

 

42

 

At December 31, 2022, the Company’s investment securities portfolios included securities issued by 142 state and local government municipalities and agencies located within 32 states. The largest exposure to any one municipality or agency was $4.8 million (fair value) represented by three general obligation bonds.

 

   

At December 31, 2022

 
   

Amortized

   

Fair

 
   

Cost

   

Value

 
   

(In thousands)

 

Obligations of states and political subdivisions:

               

General obligation bonds:

               

California

  $ 34,621     $ 34,252  

Washington

    11,445       11,332  

Texas

    8,561       8,405  

Massachusetts

    8,214       8,073  

Michigan

    7,126       7,017  

Other (23 states)

    63,818       62,679  

Total general obligation bonds

  $ 133,785     $ 131,758  
                 

Revenue bonds:

               

California

  $ 13,917     $ 13,620  

Kentucky

    7,605       7,556  

Virginia

    3,684       3,618  

Colorado

    3,155       3,124  

Washington

    2,070       2,068  

Other (8 states)

    9,016       9,003  

Total revenue bonds

  $ 39,447     $ 38,989  

Total obligations of states and political subdivisions

  $ 173,232     $ 170,747  

 

At March 31, 2023 and December 31, 2022, 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 11 revenue sources at March 31, 2023 and December 31, 2022. The revenue sources that represent 5% or more individually of the total revenue bonds are summarized in the following tables.

 

   

At March 31, 2023

 
   

Amortized

   

Fair

 
   

Cost

   

Value

 
   

(In thousands)

 

Revenue bonds by revenue source:

               

Water

  $ 6,106     $ 6,118  

Lease (renewal)

    5,587       5,561  

Sewer

    5,509       5,519  

Lease (appropriation)

    4,555       4,544  

Special Assessment

    4,080       3,854  

Lease (abatement)

    3,698       3,695  

Sales tax

    3,185       3,186  

Appropriations

    1,978       1,960  

Other (3 sources)

    4,730       4,736  

Total revenue bonds by revenue source

  $ 39,428     $ 39,173  

 

[The remainder of this page intentionally left blank]

 

43

 

   

At December 31, 2022

 
   

Amortized

   

Fair

 
   

Cost

   

Value

 
   

(In thousands)

 

Revenue bonds by revenue source:

               

Water

  $ 6,105     $ 6,115  

Lease (renewal)

    5,590       5,536  

Sewer

    5,523       5,480  

Lease (appropriation)

    4,556       4,518  

Special Assessment

    4,080       3,788  

Lease (abatement)

    3,702       3,694  

Sales tax

    3,185       3,187  

Other (4 sources)

    6,706       6,671  

Total revenue bonds by revenue source

  $ 39,447     $ 38,989  

 

See Note 3 to the unaudited consolidated financial statements for additional information related to the investment securities.

 

Loan Portfolio Credit Risk

 

The Company extends loans to commercial and consumer customers which expose the Company to the risk that the borrowers will default, causing loss. 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 expected losses 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 credit 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 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.

 

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 organizational 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 in order 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”).

 

44

 

Nonperforming Loans

 

   

At March 31,

   

At December 31,

 
   

2023

   

2022

   

2022

 
   

(In thousands)

 

Nonperforming nonaccrual loans

  $ 207     $ 63     $ 146  

Performing nonaccrual loans

    7       421       -  

Total nonaccrual loans

    214       484       146  

Accruing loans 90 or more days past due

    571       431       628  

Total nonperforming loans

  $ 785     $ 915     $ 774  

 

At March 31, 2023, nonaccrual loans consisted of four loans with an average carrying value of $54 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, pandemics, 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.

 

Allowance for Credit Losses

 

The following table summarizes allowance for credit losses at the dates indicated:

 

   

At March 31,

   

At December 31,

 
   

2023

   

2022

 
   

(In thousands)

 

Allowance for Credit Losses on Loans

  $ 19,509     $ 20,284  

Allowance for Credit Losses on Held to Maturity Debt Securities

    1       1  

Total Allowance for Credit Losses

  $ 19,510     $ 20,285  
                 

Allowance for unfunded credit commitments

  $ 201     $ 201  

 

Allowance for Credit Losses on Debt Securities Held to Maturity

 

Management segmented debt securities held to maturity, selected methods to estimate losses for each segment, and measured a loss estimate. Agency mortgage-backed securities were assigned no credit loss allowance due to the perceived backing of government sponsored entities. Corporate securities held to maturity were individually evaluated for expected credit loss by evaluating the issuer’s financial condition, profitability, cash flows, and credit ratings. At March 31, 2023, no credit loss allowance was assigned to corporate securities held to maturity based on evaluation of each individual issuer’s financial performance throughout full business cycles. Municipal securities were evaluated for risk of default based on credit rating and remaining term to maturity using Moody’s risk of default factors; Moody’s loss upon default factors were applied to the assumed defaulted principal amounts to estimate the amount for credit loss allowance. Allowance for credit losses related to debt securities held to maturity was $1 thousand related to municipal securities at March 31, 2023 and December 31, 2022, reflecting the expected credit losses on debt securities held to maturity.

 

Allowance for Credit Losses on Loans

 

The Company’s allowance for credit losses on loans represents Management’s estimate of forecasted credit losses in the loan portfolio based on the current expected credit loss model. In evaluating credit risk for loans, Management measures the 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.

 

45

 

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 expected losses over the expected contractual life of the Bank’s existing loan portfolio and establish an allowance for credit losses. Loan agreements generally include a maturity date, and the Company considers the contractual life of a loan agreement to extend from the date of origination to the contractual maturity date. 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.

 

The allowance for credit losses is established through provisions for credit losses charged to income. Losses on loans are charged to the allowance for credit 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 expected losses based on historical loss rates adjusted for current and expected conditions over a forecast period. 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, or credit protection agreements and other factors.

 

Loans that share common risk characteristics are segregated into pools based on common characteristics, which is primarily determined by loan, borrower, or collateral type. Historical loss rates are determined for each pool. For consumer installment loans, primarily secured by automobiles, historical loss rates are determined using a vintage methodology, which tracks losses based on period of origination. For commercial, construction, and commercial real estate, historical loss rates are determined using an open pool methodology where losses are tracked over time for all loans included in the pool at the historical measurement date. Historical loss rates are adjusted for factors that are not reflected in the historical loss rates 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, estimated losses based on management’s reasonable and supportable expectation of economic trends over a forecast horizon of up to two years, and other factors that impact credit loss expectations that are not reflected in the historical loss rates. Other factors include, but are not limited to, the effectiveness of the Company’s loan review system, adequacy of lending Management and staff, loan policies and procedures, problem loan trends, and concentrations of credit. At the end of the two-year forecast period loss rates revert immediately to the historical loss rates. The results of this analysis are applied to the amortized cost of the loans included within each pool. 

 

Loans that do not share risk characteristics with other loans in the pools are evaluated individually. A loan is considered ‘collateral-dependent’ when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. A credit loss reserve for collateral-dependent loans is established at the difference between the amortized cost basis in the loan and the fair value of the underlying collateral adjusted for costs to sell. For other individually evaluated loans that are not collateral dependent, a credit loss reserve is established at the difference between the amortized cost basis in the loan and the present value of expected future cash flows discounted at the loan’s effective interest rate. The impact of an expected modification to be made to loans to borrowers experiencing financial difficulty is included in the allowance for credit losses when management determines such modification is likely.

 

Accrued interest is recorded in other assets and is excluded from the estimation of expected credit loss.  Accrued interest is reversed through interest income when amounts are determined to be uncollectible, which generally occurs when the underlying receivable is placed on nonaccrual status or charged off.

 

[The remainder of this page intentionally left blank]

 

46

 

The following table summarizes the allowance for credit losses, chargeoffs and recoveries for the periods indicated.

 

   

For the Three Months Ended

 
   

March 31,

   

December 31,

 
   

2023

   

2022

   

2022

 
   

(In thousands)

 

Analysis of the Allowance for Credit Losses on Loans

                       

Balance, beginning of period

  $ 20,284     $ 23,514     $ 21,218  

(Reversal of) provision for credit losses

    (1,550 )     -       6  

Loans charged off:

                       

Commercial

    (148 )     -       -  

Consumer installment and other

    (1,891 )     (1,212 )     (1,683 )

Total chargeoffs

    (2,039 )     (1,212 )     (1,683 )

Recoveries of loans previously charged off:

                       

Commercial

    2,165       224       41  

Commercial real estate

    15       15       16  

Consumer installment and other

    634       384       686  

Total recoveries

    2,814       623       743  

Net recoveries (chargeoffs)

    775       (589 )     (940 )

Balance, end of period

  $ 19,509     $ 22,925     $ 20,284  
                         

Net (recoveries) chargeoffs as a percentage of average total loans (annualized)

    (0.33 )%     0.23 %     0.39 %

 

Selected financial data: (At the dates indicated)                        

 

   

At March 31,

   

At December 31,

 
   

2023

   

2022

   

2022

 

Loans

  $ 938,628     $ 1,002,514     $ 958,488  

Nonaccrual loans

    214       484       146  

Allowance for credit losses as a percentage of loans

    2.08 %     2.29 %     2.12 %

Nonaccrual loans as a percentage of loans

    0.02 %     0.05 %     0.02 %

Allowance for credit losses to nonaccrual loans

    9116.36 %     4736.57 %     13893.15 %

 

The following table summarizes net (chargeoffs) recoveries and the ratio of net charge-offs (recoveries) to average loans for the periods indicated:

 

   

For the Three Months Ended

 
   

March 31,

   

December 31,

 
   

2023

   

2022

   

2022

 
           

As a percentage

           

As a percentage

           

As a percentage

 
           

of Net chargeoffs

           

of Net chargeoffs

           

of Net chargeoffs

 
   

Net (chargeoffs)

   

(recoveries)

   

Net (chargeoffs)

   

(recoveries)

   

Net (chargeoffs)

   

(recoveries)

 
   

Recoveries

   

to Average loans

   

Recoveries

   

to Average loans

   

Recoveries

   

to Average loans

 
   

($ in thousands)

 

Commercial

  $ 2,017       (1.24 )%   $ 224       (0.11 )%   $ 41       (0.02 )%

Commercial real estate

    15       - %     15       - %     16       - %

Construction

    -       - %     -       - %     -       - %

Residential real estate

    -       - %     -       - %     -       - %

Consumer and other installment

    (1,257 )     0.46 %     (828 )     0.30 %     (997 )     0.35 %

Total

  $ 775       (0.08 )%   $ (589 )     0.06 %   $ (940 )     0.10 %

 

The Company's allowance for credit losses on loans is maintained at a level considered adequate to provide for expected losses based on historical loss rates adjusted for current and expected conditions over a forecast period. 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 and forecasted economic conditions, or credit protection agreements and other factors. Loans that share common risk characteristics are segregated into pools based on common characteristics, which are primarily determined by loan, borrower, or collateral type. Historical loss rates are determined for each pool. Loans that do not share risk characteristics with other loans in the pools are evaluated individually. See Note 2 to the unaudited consolidated financial statements for additional information.

 

47

 

   

Allowance for Credit Losses

 
   

For theThree Months Ended March 31, 2023

 
                                   

Consumer

         
           

Commercial

           

Residential

   

Installment

         
   

Commercial

   

Real Estate

   

Construction

   

Real Estate

   

and Other

   

Total

 
   

(In thousands)

 

Allowance for credit losses:

                                               

Balance at beginning of period

  $ 6,138     $ 5,888     $ 150     $ 32     $ 8,076     $ 20,284  

(Reversal) provision

    (2,409 )     355       50       6       448       (1,550 )

Chargeoffs

    (148 )     -       -       -       (1,891 )     (2,039 )

Recoveries

    2,165       15       -       -       634       2,814  

Total allowance for credit losses

  $ 5,746     $ 6,258     $ 200     $ 38     $ 7,267     $ 19,509  

 

Management considers the $19.5 million allowance for credit losses on loans to be adequate as a reserve against current expected credit losses in the loan portfolio as of March 31, 2023.

 

See Note 4 to the unaudited consolidated financial statements for additional information related to the loan portfolio, loan portfolio credit risk, allowance for credit losses on loans, and other real estate owned.

 

Climate-Related Financial Risk

 

Climate change presents risk to the Company, our critical vendors and our customers. Our risk management practices incorporate the challenges brought about by climate change. The operations conducted in our centralized facilities and branch locations can be disrupted by acute physical risks such as flooding and windstorms, and by chronic physical risks such as rising sea levels, sustained higher temperatures, drought, and increased wildfires. Over the intermediate and longer-term, the Company can be subject to transition risks such as market demand, and policy and law changes.

 

None of the Company’s physical locations are located near sea level, and only a limited number of branches are located in flood zones. Our principal electricity supplier reports a Power Content Label of 100% greenhouse gas free using the California Energy Commission’s methodology. Our principal information technology vendor’s goal is to achieve 100 percent carbon neutrality for Scope 1 and 2 greenhouse gas emissions by 2025. The Company and its critical vendors maintain property and casualty insurance, and maintain and regularly test disaster recovery plans, which include redundant operational locations and power sources. The Company’s operations do not use a significant amount of water in producing our products and services.

 

The Company monitors the climate risks of our loan customers. Borrowers with real estate loan collateral located in flood zones must carry flood insurance under the loans’ terms. At March 31, 2023, the Company has $19 million in loans to agricultural borrowers; Management continuously monitors these customers’ access to adequate water sources as well as their ability to sustain low crop yields without encountering financial hardship. The Company makes automobile loans; changes in consumer demand, or governmental laws or policies, regarding gasoline, electric and hybrid vehicles is not considered a risk to the Company’s automobile lending practices.

 

The Company considers climate risk in its underwriting of corporate bonds, and avoids purchasing bonds of issuers, which, in Management’s judgement, have elevated climate risk.

 

While the Company follows risk management practices related to climate risk, financial losses could occur in the future.

 

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 bond portfolio volumes, accumulated other comprehensive (loss) income, loan demand and demand for various deposit products.

 

48

 

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 demand for loans and growth of 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, intermediate, and short-term interest rates.

 

Management monitors the Company’s interest rate risk using a purchased simulation model, which is periodically assessed 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 a dynamic composition simulation and static simulation. 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. Within the static simulation, cash flows are assumed redeployed into like financial instruments at prevailing rates and yields. 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 “asset sensitive” at March 31, 2023, based on the interest rate assumptions applied to the simulation model. An “asset sensitive” position results in a larger change in interest income than in interest expense resulting from application of assumed interest rate changes. However, in the dynamic simulation, an assumed decline in interest rates is expected to result in improved deposit balances funding higher earning asset levels.

 

In Management’s judgement, evaluation of interest rate risk for the twelve months ending March 31, 2024 of a one-percent increase or decrease in market rates is appropriate given recent trends in inflation measurements, the March 22, 2023 economic projections of Federal Reserve Board members and Federal Reserve Bank presidents, and market expectations for the federal funds rate. At March 31, 2023, Management’s most recent measurements of estimated changes in net interest income were:

 

Dynamic Simulation (balance sheet composition changes):

 

Assumed Change in Interest Rates Over 1 Year     -1.00 %     +1.00 %
First Year Change in Net Interest Income     +3.1 %     +2.1 %

 

Static Simulation (balance sheet composition unchanged):

 

Assumed Immediate Change in Interest Rates     -1.00 %     +1.00 %
First Year Change in Net Interest Income     -5.6 %     +6.3 %

 

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. Assumptions made in the simulation may not materialize and unanticipated events and circumstances may occur. In addition, the simulation does not take into account any future actions Management may undertake to mitigate the impact of interest rate changes, loan prepayment estimates and spread relationships, which may change regularly.

 

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.

 

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.

 

49

 

Market Risk - Other

 

Market values of loan collateral can directly impact the level of loan chargeoffs and the provision for credit 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 establish or increase reserves for expected credit losses. 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 Bank's operations and meet obligations and other commitments on a timely basis and at a reasonable cost. The Bank achieves this objective through the selection of asset and liability maturity mixes that it believes best meet its needs. The Bank's liquidity position is enhanced by its ability to raise additional funds as needed by borrowing from correspondent banks or in the wholesale markets, or by selling debt securities available for sale.

 

In recent years, the Bank's deposit base has provided the majority of the Bank's funding requirements. This relatively stable and low-cost source of funds, along with shareholders' equity, provided 97% of funding for average total assets in the first quarter ended March 31, 2023 and in the year ended December 31, 2022. The stability of the Bank’s funding from customer deposits is in part reliant on the confidence clients have in the Bank. The Bank 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. At March 31, 2023, the Company had $195,202 thousand in cash balances. During the twelve months ending March 31, 2024, the Company expects to receive $337,000 thousand in principal payments from its debt securities. If additional operational liquidity is required, the Company can pledge debt securities as collateral for borrowing purposes; at March 31, 2023, the Company’s debt securities which qualify as collateral for borrowing totaled $4,107,153 thousand. In the ordinary course of business, the Company pledges debt securities as collateral for certain depository customers; at March 31, 2023, the Company had pledged $686,533 thousand in debt securities for depository customers. In the ordinary course of business, the Company pledges debt securities as collateral for borrowing from the Federal Reserve Bank; at March 31, 2023, the Company’s had pledged $670,649 thousand in debt securities at the Federal Reserve Bank. During the three months ended March 31, 2023, the Company’s average borrowings from the Federal Reserve Bank and other correspondent banks were $1 thousand, and at March 31, 2023, the Company’s borrowings from the Federal Reserve Bank and other correspondent banks were $-0- thousand. At March 31, 2023, the Company’s unpledged collateral qualifying debt securities totaled $2,574,254 thousand based on the Federal Reserve Bank borrowing program. The following schedule is shown in market value unless otherwise noted:

 

   

At March 31, 2023

 
   

(in thousands)

 

Debt Securities Eligible as Collateral:

       

Corporate Securities

  $ 2,715,376  

Collateralized Loan Obligations rated AAA

    525,666  

Obligations of States and Political Subdivisions

    170,268  

Agency Mortgage Backed Securities

    369,010  

Securities of U.S. Government Sponsored Entities (Par Value)

    326,833  

Total Debt Securities Eligible as Collateral

  $ 4,107,153  
         

Debt Securities Pledged as Collateral:

       

Public funds

  $ (686,533 )

Short-term borrowed funds (Deposit Sweep)

    (169,352 )

Other

    (6,365 )

Total Debt Securities Pledged as Collateral

  $ (862,250 )
         

Debt Securities Pledged at the Federal Reserve Bank

  $ (670,649 )
         

Debt Securities Available to Pledge

  $ 2,574,254  

 

Liquidity risk can result from the mismatching of asset and liability cash flows, or from disruptions in the financial markets. The Bank performs liquidity stress tests on a periodic basis to evaluate the sustainability of its liquidity. Under the stress testing, the Bank assumes outflows of funds increase beyond expected levels. Measurement of such heightened outflows considers the composition of the Bank’s deposit base, including any concentration of deposits, non-deposit funding such as short-term borrowings, and unfunded lending commitments. The composition of the Bank’s deposits is considered including the broad industry and geographic diversification in the Bank’s market area. The Bank 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. However, no assurance can be given the Bank will not experience a period of reduced liquidity.

 

50

 

Management continually monitors the Bank’s cash levels. Loan demand from credit worthy borrowers will be dictated by economic and competitive conditions. The Bank 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 Bank's sales efforts, delivery of superior customer service, new regulations and market conditions. The Bank does not aggressively solicit higher-costing time deposits. Changes in interest rates, most notably rising interest rates or increased consumer spending, 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.

 

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 $11 million in the first quarter 2023  and $45 million in the year ended December 31, 2022 and retire common stock in the amounts of $14 million and $218 thousand, respectively. 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. The Parent Company’s cash balance was $72 million at March 31, 2023 and $99 million at December 31, 2022.

 

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”) was annualized 19.1% for the first quarter 2023 and 15.2% for the year ended December 31, 2022. The Company also raises capital as employees exercise stock options. Capital raised through the exercise of stock options was $2.3 million in the year ended December 31, 2022.

 

The Company paid common dividends totaling $11 million in the quarter ended March 31, 2023 and $45 million in the year ended December 31, 2022, which represent dividends per common share of $0.42 and $1.68, 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 capital to shareholders. The Company repurchased and retired 274 thousand shares valued at $13.7 million in the first quarter 2023 and 3 thousand shares valued at $218 thousand in the year ended December 31, 2022.

 

The Company's primary capital resource is shareholders' equity, which was $643 million at March 31, 2023 compared with $602 million at December 31, 2022. The Company's ratio of equity to total assets was 9.6% at March 31, 2023 and 8.7% at December 31, 2022.

 

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, and unanticipated asset devaluations. 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.

 

51

 

Capital to Risk-Adjusted Assets

 

The capital ratios for the Company and the Bank under current regulatory capital standards are presented in the tables below, on the dates indicated. For Common Equity Tier I Capital, Tier 1 Capital and Total Capital, the minimum percentage required for regulatory capital adequacy purposes include a 2.5% “capital conservation buffer.”

 

                           

To Be

 
                           

Well-capitalized

 
                   

Required for

   

Under Prompt

 
   

At March 31, 2023

   

Capital Adequacy

   

Corrective Action

 
   

Company

   

Bank

   

Purposes

   

Regulations (Bank)

 
                                 

Common Equity Tier I Capital

    16.05 %     13.63 %     7.00 %     6.50 %

Tier I Capital

    16.05 %     13.63 %     8.50 %     8.00 %

Total Capital

    16.47 %     14.18 %     10.50 %     10.00 %

Leverage Ratio

    10.77 %     9.11 %     4.00 %     5.00 %

 

                           

To Be

 
                           

Well-capitalized

 
                   

Required for

   

Under Prompt

 
   

At December 31, 2022

   

Capital Adequacy

   

Corrective Action

 
   

Company

   

Bank

   

Purposes

   

Regulations (Bank)

 
                                 

Common Equity Tier I Capital

    15.22 %     12.37 %     7.00 %     6.50 %

Tier I Capital

    15.22 %     12.37 %     8.50 %     8.00 %

Total Capital

    15.64 %     12.93 %     10.50 %     10.00 %

Leverage Ratio

    10.18 %     8.26 %     4.00 %     5.00 %

 

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 Bank expects to maintain regulatory capital levels in excess of the minimum required to be considered well-capitalized under the prompt corrective action framework. The Company expects to continue paying quarterly dividends to shareholders. No assurance can be given that changes in capital management plans will not occur.

 

Item 3. 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 4. 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) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of March 31, 2023.

 

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 March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

52

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Due to the nature of its business, the Company is subject to various threatened or filed legal cases. Neither the Company nor any of its subsidiaries is a party to any material pending legal proceeding, nor is their property the subject of any material pending legal proceeding, other than ordinary routine legal proceedings arising in the ordinary course of the Company’s business. Based on the advice of legal counsel, the Company does not expect such cases will have a material, adverse effect on its business, financial position or results of operations. Legal liabilities are accrued when obligations become probable and the amount can be reasonably estimated.

 

Item 1A. Risk Factors

 

The Company’s Annual Report on Form 10-K for the year ended December 31, 2022 includes detailed disclosure about the risks faced by the Company’s business. The following risk factors supplement, and should be read in conjunction with, the risk factors described in the Company’s Annual Report on Form 10-K.

 

Recent negative developments affecting the banking industry, such as bank failures, may have a material adverse effect on the Company.

 

During the first quarter 2023, the banking industry experienced significant volatility with multiple bank failures. Industrywide concerns have developed related to liquidity, deposit outflows and unrealized losses on investment debt securities. While the Company cannot predict with certainty whether or how theses developments may affect the banking industry, the Company faces the risks of increased FDIC deposit insurance premium expenses; increased regulation or supervisory scrutiny; and decreased confidence in banks among depositors and investors, any of which could, adversely affect the trading price of the Company’s common stock or its ability to effectively fund its operations. Any one or a combination of such risk factors, or other factors, could materially adversely affect the Company's business, financial condition, results of operations and prospects.

 

The Company could realize losses if it were required to sell securities in its held-to-maturity securities portfolio to meet liquidity needs.

 

As a result of increases in interest rates over the last year, the market value of previously issued government and other debt securities has declined significantly, resulting in unrealized losses in the held-to-maturity portion of the Company’s securities portfolios. While the Company does not currently expect or intend to sell these securities, if the Company were required to sell such securities to meet liquidity needs, it may incur losses, which could impair the Company’s capital financial condition and results of operations. Further, while the Company has taken actions to maximize its funding sources, there is no guarantee that such funding sources will be available or sufficient in the event of sudden liquidity needs.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)

None

 

(b)

None

 

(c)

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, as amended (the “Exchange Act”), of common stock during the quarter ended March 31, 2023.

 

53

 

   

2023

 

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 price paid)

 

January 1 through January 31

    -     $ -       -       1,750  

February 1 through February 28

    -       -       -       1,750  

March 1 through March 31

    274       50.11       274       1,476  

Total

    274     $ 50.11       274       1,476  

 

The Company repurchases shares of its common stock in the open market on a discretionary basis from time to time 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 equity incentive plans, and other ongoing requirements.

 

Shares were repurchased during the period from January 1, 2023 through March 31, 2023 pursuant to a share repurchase program that was approved by the Board of Directors on July 28, 2022 authorizing the purchase of up to 1,750 thousand shares of the Company’s common stock from time to time prior to September 1, 2023.

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit No.

Description of Exhibit
   

Exhibit 31.1

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)
   

Exhibit 31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)
   

Exhibit 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
   

Exhibit 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
   

Exhibit 101.INS

XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
   

Exhibit 101.SCH

Inline XBRL Taxonomy Extension Schema Document
   

Exhibit 101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document
   

Exhibit 101.DEF

Inline XBRL Taxonomy Extension Definitions Linkbase Document
   

Exhibit 101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document
   

Exhibit 101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document
   

Exhibit 104

The Cover page of Westamerica Bancorporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL (contained in Exhibit 101)

 

[The remainder of this page intentionally left blank]

 

54

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

WESTAMERICA BANCORPORATION

(Registrant)

 

 

/s/ John “Robert” Thorson  

John “Robert” Thorson

Senior Vice President and Chief Financial Officer

(Principal Financial and Chief Accounting Officer)

Date: May 9, 2023

 

 

 

 

 

 

 

 

 

 

 

 

55