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

For the quarterly period ended June 30, 2022

or

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

For the transition period from __________ to __________.

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, 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 JulyApril 28, 20222023

Common Stock,

No Par Value

26,910,62726,648,281

 

 

 

 

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

3029

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

5354

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;investments, particularly the impact of rising interest rates on the Company’s securities portfolio; (11) asset/liability management risks and liquidity 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; (13)(14) changes in the securities markets; (14)(15) the duration and severity of the COVID-19 pandemic and governmental and customer responses to the pandemic; (15)(16) inflation and (16)(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, 2021,2022 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

WESTAMERICA BANCORPORATION

 

WESTAMERICA BANCORPORATION

 

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

 

CONSOLIDATED BALANCE SHEETS

 

(Unaudited)

(Unaudited)

 

(Unaudited)

 
  

At June 30,

 

At December 31,

  

At March 31,

 

At December 31,

 

2022

 

2021

  

2023

  

2022

 

(In thousands)

  

(In thousands)

 

Assets:

     

Cash and due from banks

$753,293 $1,132,085  $195,202  $294,236 

Debt securities available for sale

 4,607,114  4,638,855  4,217,513  4,331,743 

Debt securities held to maturity, net of allowance for credit losses of $7 at June 30, 2022 and December 31, 2021 (Fair value of $440,074 at June 30, 2022 and $312,562 at December 31, 2021)

 442,354  306,396 

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

 999,768  1,068,126  938,628  958,488 

Allowance for credit losses on loans

 (22,313) (23,514)  (19,509)  (20,284)

Loans, net of allowance for credit losses on loans

 977,455  1,044,612  919,119  938,204 

Premises and equipment, net

 30,309  31,155  28,331  28,819 

Identifiable intangibles, net

 707  835  523  583 

Goodwill

 121,673  121,673  121,673  121,673 

Other assets

 289,500  185,415   308,791   319,146 

Total Assets

$7,222,405 $7,461,026  $6,700,471  $6,950,317 
  

Liabilities:

     

Noninterest-bearing deposits

$2,987,725 $3,069,080  $2,788,992  $2,947,277 

Interest-bearing deposits

 3,427,866  3,344,876   3,110,323   3,278,013 

Total deposits

 6,415,591  6,413,956  5,899,315  6,225,290 

Short-term borrowed funds

 118,167  146,246  83,088  57,792 

Other liabilities

 71,521  73,722   75,143   65,125 

Total Liabilities

 6,605,279  6,633,924   6,057,546   6,348,207 
  

Contingencies (Note 10)

                 
  

Shareholders' Equity:

     

Common stock (no par value), authorized: 150,000 shares Issued and outstanding: 26,896 at June 30, 2022 and 26,866 at December 31, 2021

 473,520  471,008 

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  35  35 

Accumulated other comprehensive (loss) income

 (188,025) 49,664 

Accumulated other comprehensive loss

 (231,573) (256,105)

Retained earnings

 331,596  306,395   403,339   383,094 

Total Shareholders' Equity

 617,126  827,102   642,925   602,110 

Total Liabilities and Shareholders' Equity

$7,222,405 $7,461,026  $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 INCOME

 

(unaudited)

 
                
 

For the Three Months

  

For the Six Months

 
 

Ended June 30,

 
 

2022

  

2021

  

2022

  

2021

 
 

(In thousands, except per share data)

 

Interest and Loan Fee Income:

               

Loans

$12,331  $15,064  $25,273  $29,645 

Equity securities

 129   110   257   220 

Debt securities available for sale

 31,764   26,481   60,330   51,370 

Debt securities held to maturity

 1,771   2,362   3,415   4,960 

Interest-bearing cash

 2,002   259   2,481   397 

Total Interest and Loan Fee Income

 47,997   44,276   91,756   86,592 

Interest Expense:

               

Deposits

 461   466   913   925 

Short-term borrowed funds

 22   18   50   34 

Total Interest Expense

 483   484   963   959 

Net Interest and Loan Fee Income

 47,514   43,792   90,793   85,633 

Provision for Credit Losses

 0   0   0   0 

Net Interest and Loan Fee Income After Provision for Credit Losses

 47,514   43,792   90,793   85,633 

Noninterest Income:

               

Service charges on deposit accounts

 3,687   3,235   7,269   6,539 

Merchant processing services

 3,374   3,279   5,997   5,839 

Debit card fees

 1,709   1,791   4,581   3,392 

Trust fees

 809   827   1,652   1,628 

ATM processing fees

 469   618   920   1,219 

Other service fees

 480   491   929   960 

Financial services commissions

 118   95   235   165 

Securities gains

 0   34   0   34 

Other noninterest income

 618   662   1,257   1,445 

Total Noninterest Income

 11,264   11,032   22,840   21,221 

Noninterest Expense:

               

Salaries and related benefits

 11,412   12,097   23,332   24,762 

Occupancy and equipment

 4,856   4,808   9,602   9,688 

Outsourced data processing services

 2,423   2,425   4,860   4,815 

Professional fees

 736   830   1,472   1,772 

Courier service

 661   567   1,243   1,071 

Amortization of identifiable intangibles

 64   68   128   137 

Other noninterest expense

 4,477   3,496   8,867   6,952 

Total Noninterest Expense

 24,629   24,291   49,504   49,197 

Income Before Income Taxes

 34,149   30,533   64,129   57,657 

Provision for income taxes

 8,835   7,954   16,199   14,931 

Net Income

$25,314  $22,579  $47,930  $42,726 
                

Average Common Shares Outstanding

 26,889   26,865   26,880   26,843 

Average Diluted Common Shares Outstanding

 26,901   26,887   26,893   26,865 

Per Common Share Data:

               

Basic earnings

$0.94  $0.84  $1.78  $1.59 

Diluted earnings

 0.94   0.84   1.78   1.59 

Dividends paid

 0.42   0.41   0.84   0.82 

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.

 

- 5 -6

 

WESTAMERICA BANCORPORATION

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

(unaudited)

 
                
 

For the Three Months

  

For the Six Months

 
 

Ended June 30,

 
 

2022

  

2021

  

2022

  

2021

 
 

(In thousands)

 

Net income

$25,314  $22,579  $47,930  $42,726 

Other comprehensive (loss) income:

               

Changes in net unrealized (losses) gains on debt securities available for sale

 (141,581)  25,618   (337,452)  (38,996)

Deferred tax benefit (expense)

 41,856   (7,574)  99,763   11,529 

Reclassification of gains included in net income

 0   (34)  0   (34)

Deferred tax expense on gains included in net income

 0   10   0   10 

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

 (99,725)  18,020   (237,689)  (27,491)

Total comprehensive (loss) income

$(74,411) $40,599  $(189,759) $15,235 

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.

 

 

- 6 -7

 

WESTAMERICA BANCORPORATION

 

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

 

(unaudited)

 
                         
              

Accumulated

         
  

Common

          

Other

         
  

Shares

  

Common

  

Deferred

  

Comprehensive

  

Retained

     
  

Outstanding

  

Stock

  

Compensation

  

(Loss) Income

  

Earnings

  

Total

 
  

(In thousands except dividend per share)

 
                         

Balance, March 31, 2022

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

Net income for the period

      0   0   0   25,314   25,314 

Other comprehensive loss

              (99,725)      (99,725)

Exercise of stock options

  13   731               731 

Stock based compensation

  -   339               339 

Stock awarded to employees

  0   15               15 

Dividends ($0.42 per share)

                  (11,292)  (11,292)

Balance, June 30, 2022

  26,896  $473,520  $35  $(188,025) $331,596  $617,126 
                         

Balance, December 31, 2021

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

Net income for the period

      0   0   0   47,930   47,930 

Other comprehensive loss

      0   0   (237,689)  0   (237,689)

Exercise of stock options

  24   1,355               1,355 

Restricted stock activity

  8   492   0           492 

Stock based compensation

  -   678               678 

Stock awarded to employees

  1   52               52 

Retirement of common stock

  (3)  (65)          (153)  (218)

Dividends ($0.84 per share)

                  (22,576)  (22,576)

Balance, June 30, 2022

  26,896  $473,520  $35  $(188,025) $331,596  $617,126)
                         

Balance, March 31, 2021

  26,864  $469,850  $35  $68,901  $273,346  $812,132 

Net income for the period

      0   0   0   22,579   22,579 

Other comprehensive income

      0   0   18,020   0   18,020 

Exercise of stock options

  1   57   0   0   0   57 

Stock based compensation

  -   408   0   0   0   408 

Stock awarded to employees

  -   15   0   0   0   15 

Dividends ($0.41 per share)

      0   0   0   (11,015)  (11,015)

Balance, June 30, 2021

  26,865  $470,330  $35  $86,921  $284,910  $842,196 
                         

Balance, December 31, 2020

  26,807  $466,006  $35  $114,412  $264,356  $844,809 

Net income for the period

      0   0   0   42,726   42,726 

Other comprehensive loss

      0   0   (27,491)  0   (27,491)

Exercise of stock options

  53   3,017   0   0   0   3,017 

Restricted stock activity

  9   526   0           526 

Stock based compensation

  -   776   0   0   0   776 

Stock awarded to employees

  -   71   0   0   0   71 

Retirement of common stock

  (4)  (66)          (166)  (232)

Dividends ($0.82 per share)

      0   0   0   (22,006)  (22,006)

Balance, June 30, 2021

  26,865  $470,330  $35  $86,921  $284,910  $842,196 

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.

 

- 7 -8

WESTAMERICA BANCORPORATION

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(unaudited)

 
  

For the Six Months

 
  

Ended June 30,

 
  

2022

  

2021

 
  

(In thousands)

 

Operating Activities:

        

Net income

 $47,930  $42,726 

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

        

Depreciation and amortization/accretion

  10,508   7,363 

Provision for credit losses

  0   0 

Stock option compensation expense

  678   776 

Securities gains

  0   (34)

Amortization of deferred loan fees

  (1,078)  (3,306)

Net change in:

        

Interest income receivable

  (4,740)  (1,771)

Income taxes payable

  (442)  361 

Deferred income taxes

  401   (1,429)

Other assets

  (2,614)  (1,483)

Interest expense payable

  31   43 

Other liabilities

  (8,251)  2,220 

Net Cash Provided by Operating Activities

  42,423   45,466 
         

Investing Activities:

        

Net repayments of loans

  68,235   64,786 

Purchases of debt securities available for sale

  (619,601)  (1,013,193)

Proceeds from sale/maturity/calls of debt securities available for sale

  308,546   766,190 

Purchases of debt securities held to maturity

  (174,493)  0 

Proceeds from maturity/calls of debt securities held to maturity

  44,573   99,518 

Purchases of premises and equipment

  (592)  (800)

Net Cash Used in Investing Activities

  (373,332)  (83,499)
         

Financing Activities:

        

Net change in:

        

Deposits

  1,635   388,410 

Short-term borrowings

  (28,079)  (12,502)

Exercise of stock options

  1,355   3,017 

Retirement of common stock

  (218)  (232)

Common stock dividends paid

  (22,576)  (22,006)

Net Cash (Used in) Provided by Financing Activities

  (47,883)  356,687 

Net Change in Cash and Due from Banks

  (378,792)  318,654 

Cash and Due from Banks at Beginning of Period

  1,132,085   621,275 

Cash and Due from Banks at End of Period

 $753,293  $939,929 
         

Supplemental Cash Flow Disclosures:

        

Supplemental disclosure of non cash activities:

        

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

 $2,462  $4,918 

Securities purchases pending settlement

  6,774   64,993 

Supplemental disclosure of cash flow activities:

        

Cash paid for amounts included in operating lease liabilities

  3,038   3,241 

Interest paid for the period

  932   916 

Income tax payments for the period

  16,240   16,000 

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 and sixmonths ended June 30, 2022March 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, 2021.2022.

 

 

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, 2021.2022. 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, 20212022 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 COVID-19 pandemic, 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, 2021.2022. 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 the U.S. Treasury, securities of government sponsored entities, states, counties, municipalities, corporations, agency and non-agency mortgage-backed securities and collateralized loan obligations and commercial paper.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 dodoes 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 -

 

A troubled debt restructuring (“TDR”) occurs when the Company, for reasons related to a borrower’s financial difficulties, grants a concession to the borrower it would not otherwise consider. The Company follows its general nonaccrual policy for TDRs. Performing TDRs are reinstated to accrual status when improvements in credit quality eliminate the doubt as to full collectability of both principal and interest. Under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), banks may elect to deem that loan modifications do not result in TDRs if they are (1) related to the novel coronavirus disease; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020.The Consolidated Appropriations Act, 2021, extended the period during which banks may elect to deem that qualified loan modifications do not result in TDR classification through January 1, 2022.  

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. 

 

- 11 -

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 TDR modification to be made to loans to borrowers experiencing financial difficulty is included in the allowance for credit losses when management determines a TDRsuch 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 2022-02, Financial Instruments Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, was issued March 2022. The ASU eliminates the accounting guidance for Troubled Debt Restructurings (“TDR”) Loans by creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors made to borrowers experiencing financial difficulty. Upon adoption of this ASU, an entity is required to disclose current period gross chargeoffs by year of origination for loans. The ASU is to be applied prospectively, with the exception of the guidance related to the recognition and measurement of TDR loans that may be applied by recording a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. This guidance is effective for reporting periods beginning after December 15, 2022, with early adoption permitted, for public entities that have adopted ASU 2016-13,Financial Instruments Credit Losses (Topic 326). The Company adopted ASU 2016-13 effective January 1, 2020. FASB ASU 2022-02 is applicable to the Company’s fiscal year beginning January 1, 2023. The Company is currently evaluating the impact of adopting this standard.

 

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 is effective March 12, 2020 throughto December 31, 2022.2024. An entity may elect to apply ASU 2020-04 for contract modifications as of January 1, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. 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 since the Company has an insignificant numberstatements.

[The remainder of financial instruments applicable to this ASU.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 $7$1 thousand at June 30, 2022March 31, 2023 and December 31, 2021,2022, 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 June 30, 2022

  

At December 31, 2022

 
   

Gross

 

Gross

      

Gross

 

Gross

   

Amortized

 

Unrealized

 

Unrealized

 

Fair

  

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 

(In thousands)

  

(In thousands)

 

Debt securities available for sale

          

Agency residential mortgage-backed securities ("MBS")

$344,938  $49  $(13,562) $331,425 

Securities of U.S. Government entities

 102  0  0  102 

Agency residential MBS

 $311,089  $4  $(25,045) $286,048 

Securities of U.S. Government sponsored entities

 288,505  3,367  (1,147) 290,725  306,336  3  (15,486) 290,853 

Obligations of states and political subdivisions

 88,430  139  (1,893) 86,676  84,024  59  (2,079) 82,004 

Corporate securities

 2,544,918  1,516  (249,581) 2,296,853  2,406,566  1,032  (307,643) 2,099,955 

Collateralized Loan Obligations

 1,607,164   740   (6,571)  1,601,333 

Collateralized loan obligations

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

Total debt securities available for sale

 4,874,057   5,811   (272,754)  4,607,114   4,695,341   1,625   (365,223)  4,331,743 

Debt securities held to maturity

          

Agency residential MBS

 121,810  38  (4,046) 117,802  104,852  13  (7,503) 97,362 

Obligations of states and political subdivisions

 139,235  426  (121) 139,540  89,208  73  (538) 88,743 

Corporate securities

 181,316   1,778   (362)  182,732   721,854   -   (34,448)  687,406 

Total debt securities held to maturity

 442,361   2,242   (4,529)  440,074   915,914   86   (42,489)  873,511 

Total

$5,316,418  $8,053  $(277,283) $5,047,188  $5,611,255  $1,711  $(407,712) $5,205,254 

 

 

At December 31, 2021

 
     

Gross

  

Gross

     
 

Amortized

  

Unrealized

  

Unrealized

  

Fair

 
 

Cost

  

Gains

  

Losses

  

Value

 
 

(In thousands)

 

Debt securities available for sale

               

Agency residential MBS

$399,997  $11,766  $(37) $411,726 

Securities of U.S. Government entities

 119   0   0   119 

Obligations of states and political subdivisions

 90,107   3,842   (29)  93,920 

Corporate securities

 2,692,792   63,573   (9,630)  2,746,735 

Collateralized loan obligations

 1,385,331   1,743   (719)  1,386,355 

Total debt securities available for sale

 4,568,346   80,924   (10,415)  4,638,855 

Debt securities held to maturity

               

Agency residential MBS

 148,390   3,114   (37)  151,467 

Obligations of states and political subdivisions

 158,013   3,082   0   161,095 

Total debt securities held to maturity

 306,403   6,196   (37)  312,562 

Total

$4,874,749  $87,120  $(10,452) $4,951,417 

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-
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 June 30, 2022

 
 

Securities Available

  

Securities Held

 
 

for Sale

  

to Maturity

 
 

Amortized

  

Fair

  

Amortized

  

Fair

 
 

Cost

  

Value

  

Cost

  

Value

 
 

(In thousands)

 

Maturity in years:

               

1 year or less

$330,125  $330,292  $13,787  $13,819 

Over 1 to 5 years

 597,814   580,398   131,927   132,306 

Over 5 to 10 years

 2,676,720   2,464,035   174,837   176,147 

Over 10 years

 924,460   900,964   0   0 

Subtotal

 4,529,119   4,275,689   320,551   322,272 

MBS

 344,938   331,425   121,810   117,802 

Total

$4,874,057  $4,607,114  $442,361  $440,074 

 

At December 31, 2021

  

At December 31, 2022

 
 

Debt Securities Available

 

Debt Securities Held

  

Debt Securities Available

 

Debt Securities Held

 
 

for Sale

  

to Maturity

  

for Sale

  

to Maturity

 
 

Amortized

 

Fair

 

Amortized

 

Fair

  

Amortized

 

Fair

 

Amortized

 

Fair

 
 

Cost

  

Value

  

Cost

  

Value

  

Cost

  

Value

  

Cost

  

Value

 
 

(In thousands)

  

(In thousands)

 

Maturity in years:

  

1 year or less

 $306,333  $309,257  $15,836  $15,941  $251,578  $250,317  $12,676  $12,659 

Over 1 to 5 years

 707,062  738,057  125,001  127,539  584,707  554,596  161,653  158,409 

Over 5 to 10 years

 2,320,559  2,347,242  17,176  17,615  2,869,559  2,570,159  636,733  605,081 

Over 10 years

  834,395   832,573   0   0   678,408   670,623   -   - 

Subtotal

 4,168,349  4,227,129  158,013  161,095  4,384,252  4,045,695  811,062  776,149 

MBS

  399,997   411,726   148,390   151,467   311,089   286,048   104,852   97,362 

Total

 $4,568,346  $4,638,855  $306,403  $312,562  $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

  

Debt Securities Available for Sale

 

At June 30, 2022

  

At March 31, 2023

 

No. of

  

Less than 12 months

  

No. of

  

12 months or longer

  

No. of

  

Total

  

No. of

 

Less than 12 months

  

No. of

 

12 months or longer

  

No. of

 

Total

 

Investment

   

Unrealized

 

Investment

   

Unrealized

 

Investment

   

Unrealized

  

Investment

   

Unrealized

 

Investment

   

Unrealized

 

Investment

   

Unrealized

 

Positions

  

Fair Value

  

Losses

  

Positions

  

Fair Value

  

Losses

  

Positions

  

Fair Value

  

Losses

  

Positions

  

Fair Value

  

Losses

  

Positions

  

Fair Value

  

Losses

  

Positions

  

Fair Value

  

Losses

 

($ in thousands)

  

($ in thousands)

 

Agency residential MBS

100  $330,667  $(13,562) 2  $42  $0  102  $330,709  $(13,562) 42  $83,747  $(4,497) 73  $191,408  $(16,983) 115  $275,155  $(21,480)

Securities of U.S.
Government entities

0  0  0  1  102  0  1  102  0 

Securities of U.S.
Government sponsored
entities

11  118,927  (1,147) 0  0  0  11  118,927  (1,147) 20  285,536  (9,836) -  -  -  20  285,536  (9,836)

Obligations of states
and political
subdivisions

61  67,300  (1,825) 3  1,341  (68) 64  68,641  (1,893) 17  23,259  (182) 43  40,388  (973) 60  63,647  (1,155)

Corporate securities

157  1,969,715  (228,567) 10  100,676  (21,014) 167  2,070,391  (249,581) 39  328,761  (9,934) 126  1,647,784  (257,708) 165  1,976,545  (267,642)

Collateralized loan
obligations

47   457,847   (5,863)  15   116,317   (708) 62   574,164   (6,571)  56   564,458   (23,483)  34   313,780   (6,657)  90   878,238   (30,140)

Total

376  $2,944,456  $(250,964)  31  $218,478  $(21,790) 407  $3,162,934  $(272,754)  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

  

Debt Securities Held to Maturity

 
 

At June 30, 2022

  

At March 31, 2023

 
 

No. of

 

Less than 12 months

  

No. of

 

12 months or longer

  

No. of

 

Total

  

No. of

 

Less than 12 months

  

No. of

 

12 months or longer

  

No. of

 

Total

 
 

Investment

   

Unrecognized

 

Investment

   

Unrecognized

 

Investment

   

Unrecognized

  

Investment

   

Unrecognized

 

Investment

   

Unrecognized

 

Investment

   

Unrecognized

 
 

Positions

  

Fair Value

  

Losses

  

Positions

  

Fair Value

  

Losses

  

Positions

  

Fair Value

  

Losses

  

Positions

  

Fair Value

  

Losses

  

Positions

  

Fair Value

  

Losses

  

Positions

  

Fair Value

  

Losses

 
 

($ in thousands)

  

($ in thousands)

 

Agency residential MBS

 90  $114,488  $(3,955) 3  $744  $(91) 93  $115,232  $(4,046) 26  $4,478  $(194) 72  $85,750  $(6,286) 98  $90,228  $(6,480)

Obligations of states and political subdivisions

 10  13,161  (121) 0  0  0  10  13,161  (121) 28  29,115  (190) 5  5,594  (92) 33  34,709  (282)

Corporate securities

  5   22,245   (362)  0   0   0   5   22,245   (362)  49   683,439   (27,451)  -   -   -   49   683,439   (27,451)

Total

  105  $149,894  $(4,438)  3  $744  $(91)  108  $150,638  $(4,529)  103  $717,032  $(27,835)  77  $91,344  $(6,378)  180  $808,376  $(34,213)

 

Based upon the most recent Company’s March 31, 2023 evaluation, the unrealized losses on the Company’s debt securities available for sale were most likely caused by market conditions for these types of investments, particularly changes insecurities. Increasing risk-free interest rates and/orhave caused large declines in bond values generally. Additionally, market bid-ask spreads. 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. At June 30, 2022, all

The Company evaluates held to maturity corporate securities individually, monitoring each issuer’s financial condition, profitability, cash flows and collateralized loan obligations were investment grade as rated by a majorcredit rating agency. Therefore,agency conclusions. The Company has an expectation that nonpayment of the Company does not consider these debt securitiesamortized cost basis continues to have credit-related losses as of June 30, 2022.be zero.

 

The fair values of debt securities available for sale 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 available for sale may occur in the future.

 

As of June 30, 2022March 31, 2023 and December 31, 2021,2022, the Company hadCompany’s debt securities pledged to secure public deposits, Federal Reserve Bank borrowings and short-term borrowed funds had a carrying amount of $1,004,740$1,730,989 thousand and $1,021,566$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

  

Debt Securities Available for Sale

 
 

At December 31, 2021

  

At December 31, 2022

 
 

No. of

 

Less than 12 months

  

No. of

 

12 months or longer

  

No. of

 

Total

  

No. of

 

Less than 12 months

  

No. of

 

12 months or longer

  

No. of

 

Total

 
 

Investment

   

Unrealized

 

Investment

   

Unrealized

 

Investment

   

Unrealized

  

Investment

   

Unrealized

 

Investment

   

Unrealized

 

Investment

   

Unrealized

 
 

Positions

  

Fair Value

  

Losses

  

Positions

  

Fair Value

  

Losses

  

Positions

  

Fair Value

  

Losses

  

Positions

  

Fair Value

  

Losses

  

Positions

  

Fair Value

  

Losses

  

Positions

  

Fair Value

  

Losses

 
 

($ in thousands)

  

($ in thousands)

 

Agency residential MBS

 7  $8,900  $(37) 2  $47  $0  9  $8,947  $(37) 107  $279,139  $(24,222) 9  $6,110  $(823) 116  $285,249  $(25,045)

Securities of U.S. Government entities

 0  0  0  1  119  0  1  119  0 

Securities of U.S.
Government sponsored
entities

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

Obligations of states and political subdivisions

 6  2,859  (27) 2  669  (2) 8  3,528  (29) 56  65,633  (1,902) 8  3,265  (177) 64  68,898  (2,079)

Corporate securities

 56  691,555  (9,630) 0  0  0  56  691,555  (9,630) 133  1,521,294  (170,453) 56  555,727  (137,190) 189  2,077,021  (307,643)

Collateralized loan obligations

  19   208,199   (521)  8   51,523   (198)  27   259,722   (719)  58   518,074   (13,772)  20   192,692   (1,198)  78   710,766   (14,970)

Total

  88  $911,513  $(10,215)  13  $52,358  $(200)  101  $963,871  $(10,415)  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, 2021

 
  

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

  1  $542  $(19)  3  $530  $(18)  4  $1,072  $(37)
  

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.

 

- 15 -

The following table presents the activity in the allowance for credit losses for debt securities held to maturity:

 

  

For the Six Months Ended June 30,

 
  

2022

  

2021

 
  

(In thousands)

 

Allowance for credit losses:

        

Beginning balance

 $7  $9 

Provision

  0   0 

Chargeoffs

  0   0 

Recoveries

  0   0 

Total ending balance

 $7  $9 

  

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 June 30, 2022,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 June 30, 2022,March 31, 2023, aggregated by credit rating:

 

 

Credit Risk Profile by Credit Rating

     

Credit Risk Profile by Credit Rating

 
 

At June 30, 2022

     

At March 31, 2023

 
 

AAA/AA/A

 

BBB+

 

B-

 

Not Rated

  

Total

  

AAA/AA/A

  

BBB+

  

Not Rated

  

Total

 
 

(In thousands)

    

(In thousands)

 

Agency residential MBS

 $113  $0  $494  $121,203  $121,810  $97,485  $-  $521  $98,006 

Obligations of states and political subdivisions

 138,890  0  0  345  139,235  87,376  -  385  87,761 

Corporate securities

  102,511   78,805   0   0   181,316   469,017   254,536   -   723,553 

Total

 $241,514  $78,805  $494  $121,548  $442,361  $653,878  $254,536  $906  $909,320 

 

There were 0no debt securities held to maturity on nonaccrual status or past due 30 days or more as of June 30, 2022.March 31, 2023.

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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

 

For the Six Months

  

For the Three Months

 
 

Ended June 30,

  

Ended March 31,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

 
 

(In thousands)

  

(In thousands)

 
  

Taxable

 $32,092  $26,692  $60,825  $51,890  $54,749  $28,733 

Tax-exempt from regular federal income tax

  1,572   2,261   3,177   4,660   1,193   1,605 

Total interest income from investment securities

 $33,664  $28,953  $64,002  $56,550  $55,942  $30,338 

 

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- 16 -

 

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 June 30,

 

At December 31,

  

At March 31,

 

At December 31,

 
 

2022

  

2021

  

2023

  

2022

 
 

(In thousands)

  

(In thousands)

 

Commercial:

 

Paycheck Protection Program ("PPP") loans

 $15,286  $45,888 

Other

  178,941   187,202 

Total Commercial

 194,227  233,090 
 

Commercial

 $156,294  $169,617 

Commercial Real Estate

 498,858  535,261  495,941  491,107 

Construction

 1,975  48  4,066  3,088 

Residential Real Estate

 15,768  18,133  12,851  13,834 

Consumer Installment & Other

  288,940   281,594   269,476   280,842 

Total

 $999,768  $1,068,126  $938,628  $958,488 

 

PPP loans are guaranteed by the Small Business Administration (“SBA”). PPP loan proceeds used for eligible payroll and certain other operating costs are eligible for forgiveness, with repayment of loan principal and accrued interest made by the SBA. Management does not expect credit losses on PPP loans. Therefore, there is no allowance for such loans. The following summarizes activity in the allowance for credit losses.

  

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 June 30, 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

 $6,315  $6,475  $0  $48  $10,087  $22,925 

Provision (reversal)

  202   (576)  96   (13)  291   0 

Chargeoffs

  (20)  0   0   0   (1,393)  (1,413)

Recoveries

  39   17   0   0   745   801 

Total allowance for credit losses

 $6,536  $5,916  $96  $35  $9,730  $22,313 

  

Allowance for Credit Losses

 
  

For the Six Months Ended June 30, 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

  (673)  (645)  94   (10)  1,234   0 

Chargeoffs

  (20)  0   0   0   (2,605)  (2,625)

Recoveries

  263   32   0   0   1,129   1,424 

Total allowance for credit losses

 $6,536  $5,916  $96  $35  $9,730  $22,313 

  

Allowance for Credit Losses

 
  

For the Three Months Ended June 30, 2021

 
           ��      

Consumer

     
      

Commercial

      

Residential

  

Installment

     
  

Commercial

  

Real Estate

  

Construction

  

Real Estate

  

and Other

  

Total

 
  

(In thousands)

 

Allowance for credit losses:

                        

Balance at beginning of period

 $9,554  $5,505  $6  $43  $8,375  $23,483 

(Reversal) provision

  (2,771)  1,235   (1)  14   1,523   0 

Chargeoffs

  0   0   0   0   (331)  (331)

Recoveries

  75   12   0   0   498   585 

Total allowance for credit losses

 $6,858  $6,752  $5  $57  $10,065  $23,737 

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- 17 -

 

Allowance for Credit Losses

  

Allowance for Credit Losses

 
 

For the Six Months Ended June 30, 2021

  

For the Three Months Ended March 31, 2022

 
         

Consumer

            

Consumer

   
   

Commercial

   

Residential

 

Installment

      

Commercial

   

Residential

 

Installment

   
 

Commercial

  

Real Estate

  

Construction

  

Real Estate

  

and Other

  

Total

  

Commercial

  

Real Estate

  

Construction

  

Real Estate

  

and Other

  

Total

 
 

(In thousands)

  

(In thousands)

 

Allowance for credit losses:

  

Balance at beginning of period

 $9,205  $5,660  $6  $47  $8,936  $23,854  $6,966  $6,529  $2  $45  $9,972  $23,514 

(Reversal) provision

 (2,435) 1,068  (1) 10  1,358  0  (875) (69) (2) 3  943  - 

Chargeoffs

 0  0  0  0  (1,260) (1,260) -  -  -  -  (1,212) (1,212)

Recoveries

  88   24   0   0   1,031   1,143   224   15   -   -   384   623 

Total allowance for credit losses

 $6,858  $6,752  $5  $57  $10,065  $23,737  $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

  

Credit Risk Profile by Internally Assigned Grade

 
 

At June 30, 2022

  

At March 31, 2023

 
 

Commercial

  

Commercial Real Estate

  

Construction

  

Residential Real Estate

  

Consumer Installment and Other

  

Total

  

Commercial

  

Commercial Real Estate

  

Construction

  

Residential Real Estate

  

Consumer Installment and Other

  

Total

 
 

(In thousands)

  

(In thousands)

 

Grade:

  

Pass

 $193,817  $486,354  $1,975  $14,717  $286,157  $983,020  $155,874  $485,175  $4,066  $12,483  $266,486  $924,084 

Substandard

 410  12,504  0  1,051  1,054  15,019  420  10,766  -  368  1,191  12,745 

Doubtful

 0  0  0  0  868  868  -  -  -  -  922  922 

Loss

  0   0   0   0   861   861   -   -   -   -   877   877 

Total

 $194,227  $498,858  $1,975  $15,768  $288,940  $999,768  $156,294  $495,941  $4,066  $12,851  $269,476  $938,628 

 

 

Credit Risk Profile by Internally Assigned Grade

  

Credit Risk Profile by Internally Assigned Grade

 
 

At December 31, 2021

  

At Decmber 31, 2022

 
 

Commercial

  

Commercial Real Estate

  

Construction

  

Residential Real Estate

  

Consumer Installment and Other

  

Total

  

Commercial

  

Commercial Real Estate

  

Construction

  

Residential Real Estate

  

Consumer Installment and Other

  

Total

 
 

(In thousands)

  

(In thousands)

 

Grade:

  

Pass

 $232,710  $521,300  $48  $16,874  $278,922  $1,049,854  $169,040  $477,842  $3,088  $13,457  $278,223  $941,650 

Substandard

 380  13,961  0  1,259  1,207  16,807  577  13,265  -  377  1,079  15,298 

Doubtful

 0  0  0  0  931  931  -  -  -  -  752  752 

Loss

  0   0   0   0   534   534   -   -   -   -   788   788 

Total

 $233,090  $535,261  $48  $18,133  $281,594  $1,068,126  $169,617  $491,107  $3,088  $13,834  $280,842  $958,488 

 

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- 18 -

The following tables summarize loans by delinquency and nonaccrual status:

 

 

Summary of Loans by Delinquency and Nonaccrual Status

  

Summary of Loans by Delinquency and Nonaccrual Status

 
 

At June 30, 2022

  

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

  

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)

  

(In thousands)

 

Commercial

 $193,779  $442  $1  $5  $0  $194,227  $156,037  $-  $257  $-  $-  $156,294 

Commercial real estate

 498,200  312  174  0  172  498,858  495,631  119  -  -  191  495,941 

Construction

 1,975  0  0  0  0  1,975  4,066  -  -  -  -  4,066 

Residential real estate

 15,060  648  48  0  12  15,768  12,803  41  -  -  7  12,851 

Consumer installment and other

  283,351   3,717   1,200   609   63   288,940   262,845   5,077   967   571   16   269,476 

Total

 $992,365  $5,119  $1,423  $614  $247  $999,768  $931,382  $5,237  $1,224  $571  $214  $938,628 

 

 

Summary of Loans by Delinquency and Nonaccrual Status

  

Summary of Loans by Delinquency and Nonaccrual Status

 
 

At December 31, 2021

  

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

  

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)

  

(In thousands)

 

Commercial

 $232,444  $383  $263  $0  $0  $233,090  $169,337  $172  $58  $-  $50  $169,617 

Commercial real estate

 534,748  223  0  0  290  535,261  490,354  508  192  -  53  491,107 

Construction

 48  0  0  0  0  48  3,088  -  -  -  -  3,088 

Residential real estate

 17,855  141  0  0  137  18,133  13,430  377  -  -  27  13,834 

Consumer installment and other

  276,793   3,184   1,013   339   265   281,594   273,247   5,101   1,850   628   16   280,842 

Total

 $1,061,888  $3,931  $1,276  $339  $692  $1,068,126  $949,456  $6,158  $2,100  $628  $146  $958,488 

 

18

There was 0no allowance for credit losses allocated to loans on nonaccrual status as of June 30, 2022March 31, 2023 or December 31, 2021.2022. There were 0no commitments to lend additional funds to borrowers whose loans were on nonaccrual status at June 30, 2022March 31, 2023 or December 31, 2021.2022.

 

The following tables provide information on troubled debt restructurings (TDRs):

  

Troubled Debt Restructurings

 
  

At June 30, 2022

 
              

Period-End

 
              

Individual

 
  

Number of

  

Pre-Modification

  

Period-End

  

Credit Loss

 
  

Contracts

  

Carrying Value

  

Carrying Value

  

Allowance

 
  

($ in thousands)

 

Commercial real estate

  2  $2,785  $1,770  $0 

  

Troubled Debt Restructurings

 
  

At December 31, 2021

 
              

Period-End

 
              

Individual

 
  

Number of

  

Pre-Modification

  

Period-End

  

Credit Loss

 
  

Contracts

  

Carrying Value

  

Carrying Value

  

Allowance

 
  

($ in thousands)

 

Commercial real estate

  2  $2,785  $1,793  $0 

Residential real estate

  1   241   172   0 

Total

  3  $3,026  $1,965  $0 

DuringThere were no loan modifications made to borrowers experiencing financial difficulty during the threefirst quarters 2023 and six months ended June 30, 2022, the Company did not modify any loans that were considered TDR. During the three and six months ended June 30, 2021, the Company did not modify any loans that were considered TDR for accounting purposes. Section 4013 of the CARES Act allowed certain loan modifications for borrowers impacted by the COVID-19 pandemic to be excluded from TDR accounting. This relief ended on January 1, 2022.During the three and six months ended June 30, 2021, the Company modified loans under Section 4013 of the CARES Act, granting 90 day deferrals of principal and interest payments. As of June 30, 2021, loans deferred under the CARES Act that were not considered TDRs consisted of consumer loans totaling $586 thousand. There were no chargeoffs related to TDR made during the three and six months ended June 30, 2022 and June 30, 2021. During the three and six months ended June 30, 2022 and June 30, 2021, 0 TDR loans defaulted within 12 months of the modification date. A troubled debt restructuring is considered to be in default when payments are 90 days or more past due.

- 19 -

NaN loans on nonaccrual status were included in TDRs of $1,770 thousand at June 30, 2022 and $1,965 thousand at December 31, 2021.

 

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 June 30, 2022March 31, 2023 included the following: 5four commercial real estate loans totaling $8.3$5.7 million secured by real property, and $571 thousand of indirect consumer installment loans secured by personal property, and 1 residential real estate loans totaling $62 thousand secured by real property. There were no other collateral dependent loans at June 30, 2022.March 31, 2023. Loans that were considered collateral dependent at December 31, 20212022 included the following: 5five commercial real estate loans totaling $8.4$8.1 million secured by real property, $394and $625 thousand of indirect consumer installment loans secured by personal property, one commercial loan with a balance of $57 thousand secured by business assets, and 3 residential real estate loans totaling $420 thousand secured by real property. There were no other collateral dependent loans at December 31, 2021.2022.

 

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

 

 

At June 30, 2022

  

At March 31, 2023

 
               

Revolving

                  

Line of

   
               

Loans

                  

Credit

   
 

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

    

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

   
 

Prior

  

2018

  

2019

  

2020

  

2021

  

2022

  

Term Loans

  

Cost Basis

  

Total

  

Prior

  

2019

  

2020

  

2021

  

2022

  

2023

  

Term Loans

  

Cost Basis

  

Total

 
 

(In thousands)

  

(In thousands)

 

Commercial loans by grade

Commercial loans by grade

                  

Pass

 $35,517  $7,983  $14,486  $20,080  $71,635  $10,308  $160,009  $33,808  $193,817  $28,033  $10,111  $16,154  $42,220  $27,305  $2,552  $126,375  $29,499  $155,874 

Substandard

 27  0  0  0  0  133  160  250  410  10  -  -  -  -  -  10  410  420 

Doubtful

 0  0  0  0  0  0  0  0  0  -  -  -  -  -  -  -  -  - 

Loss

  0   0   0   0   0   0   0   0   0   -   -   -   -   -   -   -   -   - 

Total

 $35,544  $7,983  $14,486  $20,080  $71,635  $10,441  $160,169  $34,058  $194,227  $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, 2021

  

At December 31, 2022

 
               

Revolving

                  

Line of

   
               

Loans

                  

Credit

   
 

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

    

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

   
 

Prior

  

2017

  

2018

  

2019

  

2020

  

2021

  

Term Loans

  

Cost Basis

  

Total

  

Prior

  

2018

  

2019

  

2020

  

2021

  

2022

  

Term Loans

  

Cost Basis

  

Total

 
 

(In thousands)

  

(In thousands)

 

Commercial loans by grade

Commercial loans by grade

                  

Pass

 $34,784  $3,999  $8,690  $16,919  $30,694  $98,799  $193,885  $38,825  $232,710  $23,891  $5,549  $12,557  $17,293  $53,928  $23,966  $137,184  $31,856  $169,040 

Substandard

 32  0  0  0  0  57  89  291  380  12  -  -  -  -  -  12  565  577 

Doubtful

 0  0  0  0  0  0  0  0  0  -  -  -  -  -  -  -  -  - 

Loss

  0   0   0   0   0   0   0   0   0   -   -   -   -   -   -   -   -   - 

Total

 $34,816  $3,999  $8,690  $16,919  $30,694  $98,856  $193,974  $39,116  $233,090  $23,903  $5,549  $12,557  $17,293  $53,928  $23,966  $137,196  $32,421  $169,617 

 

 

At June 30, 2022

  

At March 31, 2023

 
               

Revolving

                  

Line of

   
               

Loans

                  

Credit

   
 

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

    

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

   
 

Prior

  

2018

  

2019

  

2020

  

2021

  

2022

  

Term Loans

  

Cost Basis

  

Total

  

Prior

  

2019

  

2020

  

2021

  

2022

  

2023

  

Term Loans

  

Cost Basis

  

Total

 
 

(In thousands)

  

(In thousands)

 

Commercial real estate loans by grade

Commercial real estate loans by grade

                 

Commercial real estate loans by grade

                 

Pass

 $165,116  $59,893  $76,868  $75,336  $74,776  $34,365  $486,354  $0  $486,354  $199,940  $70,736  $73,285  $70,955  $52,326  $17,933  $485,175  $-  $485,175 

Substandard

 10,854  0  836  814  0  0  12,504  0  12,504  7,865  2,100  801  -  -  -  10,766  -  10,766 

Doubtful

 0  0  0  0  0  0  0  0  0  -  -  -  -  -  -  -  -  - 

Loss

  0   0   0   0   0   0   0   0   0   -   -   -   -   -   -   -   -   - 

Total

 $175,970  $59,893  $77,704  $76,150  $74,776  $34,365  $498,858  $0  $498,858  $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, 2021

  

At December 31, 2022

 
               

Revolving

                  

Line of

   
               

Loans

                  

Credit

   
 

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

    

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

   
 

Prior

  

2017

  

2018

  

2019

  

2020

  

2021

  

Term Loans

  

Cost Basis

  

Total

  

Prior

  

2018

  

2019

  

2020

  

2021

  

2022

  

Term Loans

  

Cost Basis

  

Total

 
 

(In thousands)

  

(In thousands)

 

Commercial real estate loans by grade

Commercial real estate loans by grade

                 

Commercial real estate loans by grade

                 

Pass

 $116,181  $87,921  $78,200  $78,647  $83,642  $76,709  $521,300  $0  $521,300  $146,588  $58,473  $71,440  $74,016  $71,618  $55,707  $477,842  $-  $477,842 

Substandard

 10,993  0  0  2,016  823  129  13,961  0  13,961  8,083  -  2,112  806  -  2,264  13,265  -  13,265 

Doubtful

 0  0  0  0  0  0  0  0  0  -  -  -  -  -  -  -  -  - 

Loss

  0   0   0   0   0   0   0   0   0   -   -   -   -   -   -   -   -   - 

Total

 $127,174  $87,921  $78,200  $80,663  $84,465  $76,838  $535,261  $0  $535,261  $154,671  $58,473  $73,552  $74,822  $71,618  $57,971  $491,107  $-  $491,107 

 

- 2019 -

 
 

At June 30, 2022

  

At March 31, 2023

 
               

Revolving

                  

Line of

   
               

Loans

                  

Credit

   
 

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

    

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

   
 

Prior

  

2018

  

2019

  

2020

  

2021

  

2022

  

Term Loans

  

Cost Basis

  

Total

  

Prior

  

2019

  

2020

  

2021

  

2022

  

2023

  

Term Loans

  

Cost Basis

  

Total

 
 

(In thousands)

  

(In thousands)

 

Residential Real Estate loans by grade

                 

Residential real estate loans by grade

Residential real estate loans by grade

                 

Pass

 $14,717  $0  $0  $0  $0  $0  $14,717  $0  $14,717  $12,483  $-  $-  $-  $-  $-  $12,483  $-  $12,483 

Substandard

 1,051  0  0  0  0  0  1,051  0  1,051  368  -  -  -  -  -  368  -  368 

Doubtful

 0  0  0  0  0  0  0  0  0  -  -  -  -  -  -  -  -  - 

Loss

  0   0   0   0   0   0   0   0   0   -   -   -   -   -   -   -   -   - 

Total

 $15,768  $0  $0  $0  $0  $0  $15,768  $0  $15,768  $12,851  $-  $-  $-  $-  $-  $12,851  $-  $12,851 
 

Residential real estate loans:

 

Current period gross chargeoffs

 $-  $-  $-  $-  $-  $-  $-  $-  $- 

 

 

At December 31, 2021

  

At December 31, 2022

 
               

Revolving

                  

Line of

   
               

Loans

                  

Credit

   
 

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

    

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

   
 

Prior

  

2017

  

2018

  

2019

  

2020

  

2021

  

Term Loans

  

Cost Basis

  

Total

  

Prior

  

2018

  

2019

  

2020

  

2021

  

2022

  

Term Loans

  

Cost Basis

  

Total

 
 

(In thousands)

  

(In thousands)

 

Residential Real Estate loans by grade

                 

Residential real estate loans by grade

Residential real estate loans by grade

                 

Pass

 $16,874  $0  $0  $0  $0  $0  $16,874  $0  $16,874  $13,457  $-  $-  $-  $-  $-  $13,457  $-  $13,457 

Substandard

 1,259  0  0  0  0  0  1,259  0  1,259  377  -  -  -  -  -  377  -  377 

Doubtful

 0  0  0  0  0  0  0  0  0  -  -  -  -  -  -  -  -  - 

Loss

  0   0   0   0   0   0   0   0   0   -   -   -   -   -   -   -   -   - 

Total

 $18,133  $0  $0  $0  $0  $0  $18,133  $0  $18,133  $13,834  $-  $-  $-  $-  $-  $13,834  $-  $13,834 

 

 

At June 30, 2022

  

At Mach 31, 2023

 
               

Revolving

                  

Line of

   
               

Loans

                  

Credit

   
 

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

    

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

   
 

Prior

  

2018

  

2019

  

2020

  

2021

  

2022

  

Term Loans

  

Cost Basis

  

Total

  

Prior

  

2019

  

2020

  

2021

  

2022

  

2023

  

Term Loans

  

Cost Basis

  

Total

 
 

(In thousands)

  

(In thousands)

 

Construction loans by grade

Construction loans by grade

                  

Pass

 $0  $0  $0  $0  $0  $0  $0  $1,975  $1,975  $-  $-  $-  $-  $-  $-  $-  $4,066  $4,066 

Substandard

 0  0  0  0  0  0  0  0  0  -  -  -  -  -  -  -  -  - 

Doubtful

 0  0  0  0  0  0  0  0  0  -  -  -  -  -  -  -  -  - 

Loss

  0   0   0   0   0   0   0   0   0   -   -   -   -   -   -   -   -   - 

Total

 $0  $0  $0  $0  $0�� $0  $0  $1,975  $1,975  $-  $-  $-  $-  $-  $-  $-  $4,066  $4,066 
 

Construction loans:

 

Current period gross chargeoffs

 $-  $-  $-  $-  $-  $-  $-  $-  $- 

 

 

At December 31, 2021

  

At December 31, 2022

 
               

Revolving

                  

Line of

   
               

Loans

                  

Credit

   
 

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

    

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

   
 

Prior

  

2017

  

2018

  

2019

  

2020

  

2021

  

Term Loans

  

Cost Basis

  

Total

  

Prior

  

2018

  

2019

  

2020

  

2021

  

2022

  

Term Loans

  

Cost Basis

  

Total

 
 

(In thousands)

  

(In thousands)

 

Construction loans by grade

Construction loans by grade

                  

Pass

 $0  $0  $0  $0  $0  $0  $0  $48  $48  $-  $-  $-  $-  $-  $-  $-  $3,088  $3,088 

Substandard

 0  0  0  0  0  0  0  0  0  -  -  -  -  -  -  -  -  - 

Doubtful

 0  0  0  0  0  0  0  0  0  -  -  -  -  -  -  -  -  - 

Loss

  0   0   0   0   0   0   0   0   0   -   -   -   -   -   -   -   -   - 

Total

 $0  $0  $0  $0  $0  $0  $0  $48  $48  $-  $-  $-  $-  $-  $-  $-  $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 June 30, 2022

  

At March 31, 2023

 
               

Revolving

                  

Line of

   
               

Loans

                  

Credit

   
 

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

    

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

   
 

Prior

  

2018

  

2019

  

2020

  

2021

  

2022

  

Term Loans

  

Cost Basis

  

Total

  

Prior

  

2019

  

2020

  

2021

  

2022

  

2023

  

Term Loans

  

Cost Basis

  

Total

 
 

(In thousands)

    

(In thousands)

   

Consumer installment and other loans by delinquency and nonaccrual status

Consumer installment and other loans by delinquency and nonaccrual status

             

Consumer installment and other loans by delinquency and nonaccrual status

             

Current

 $10,661  $18,824  $28,849  $45,602  $93,826  $64,989  $262,751  $20,600  $283,351  $14,977  $19,632  $32,122  $69,066  $91,423  $16,809  $244,029  $18,816  $262,845 

30-59 days past due

 156  354  464  835  1,621  284  3,714  3  3,717  493  343  732  2,071  1,336  -  4,975  102  5,077 

60-89 days past due

 46  101  135  236  467  213  1,198  2  1,200  22  86  236  275  318  -  937  30  967 

Past due 90 days or more

 54  0  80  20  351  93  598  11  609  46  35  46  172  272  -  571  -  571 

Nonaccrual

  0   0   0   0   0   0   0   63   63   -   -   -   -   -   -   -   16   16 

Total

 $10,917  $19,279  $29,528  $46,693  $96,265  $65,579  $268,261  $20,679  $288,940  $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, 2021

  

At December 31, 2022

 
               

Revolving

                  

Line of

   
               

Loans

                  

Credit

   
 

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

    

Term Loans Amortized Cost Basis by Origination Year

  

Total

 

Amortized

   
 

Prior

  

2017

  

2018

  

2019

  

2020

  

2021

  

Term Loans

  

Cost Basis

  

Total

  

Prior

  

2018

  

2019

  

2020

  

2021

  

2022

  

Term Loans

  

Cost Basis

  

Total

 
 

(In thousands)

    

(In thousands)

   

Consumer installment and other loans by delinquency and nonaccrual status

Consumer installment and other loans by delinquency and nonaccrual status

             

Consumer installment and other loans by delinquency and nonaccrual status

             

Current

 $7,884  $10,162  $25,932  $37,999  $58,178  $113,899  $254,054  $22,739  $276,793  $6,017  $13,147  $22,330  $35,783  $76,126  $99,414  $252,817  $20,430  $273,247 

30-59 days past due

 197  139  634  504  662  1,034  3,170  14  3,184  117  268  572  1,014  1,709  1,359  5,039  62  5,101 

60-89 days past due

 5  20  156  150  186  408  925  88  1,013  42  65  67  275  635  750  1,834  16  1,850 

Past due 90 days or more

 1  17  81  62  109  40  310  29  339  3  20  16  61  284  241  625  3  628 

Nonaccrual

  0   0   0   0   0   0   0   265   265   -   -   -   -   -   -   -   16   16 

Total

 $8,087  $10,338  $26,803  $38,715  $59,135  $115,381  $258,459  $23,135  $281,594  $6,179  $13,500  $22,985  $37,133  $78,754  $101,764  $260,315  $20,527  $280,842 

 

- 21 -

There were 0no loans held for sale at June 30, 2022March 31, 2023 and December 31, 2021.2022.

 

The Company held 0no other real estate owned (OREO) at June 30, 2022March 31, 2023 and December 31, 2021.2022. The amount of consumer mortgage loans outstanding secured by residential real estate properties for which formal foreclosure proceedings were in process was $62$-0- thousand at June 30, 2022March 31, 2023 and $247 thousand at December 31, 2021.2022.

 

 

Note 5: Concentration of Credit Risk

 

Under the California Financial Code, credit extended to any one person owing to a commercial bank at any one time shall not exceed the following limitations: (a) unsecured loanscredits shall not exceed 15 percent of the sum of the shareholders'Bank’s shareholders’ equity, allowance for creditloan losses, capital notes, and debentures, of the bank, or (b) secured and unsecured loanscredits in all shall not exceed 25 percent of the sum of the shareholders'Bank’s shareholders’ equity, allowance for creditloan losses, capital notes, and debentures of the bank.debentures. At June 30, 2022,March 31, 2023, the Bank did not have credit extended to any one entity exceeding these limits. At June 30, 2022,March 31, 2023, the Bank had 3125 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 $33,225$33,475 thousand and $34,226$34,790 thousand at June 30, 2022March 31, 2023 and December 31, 2021,2022, 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 June 30, 2022,March 31, 2023, the Bank held corporate bonds in 108113 issuing entities that exceeded $5 million for each issuer.

 

 

Note 6: Other Assets and Other Liabilities

 

Other assets consisted of the following:

  

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 

 

  

At June 30,

  

At December 31,

 
  

2022

  

2021

 
  

(In thousands)

 

Cost method equity investments:

        

Federal Reserve Bank stock (1)

 $14,069  $14,069 

Other investments

  158   158 

Total cost method equity investments

  14,227   14,227 

Life insurance cash surrender value

  64,517   63,107 

Net deferred tax asset

  96,861   0 

Right-of-use asset

  17,556   17,980 

Limited partnership investments

  37,283   37,145 

Interest receivable

  40,261   35,521 

Prepaid assets

  4,148   4,757 

Other assets

  14,647   12,678 

Total other assets

 $289,500  $185,415 

(1)

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

 

The Company owns 211 thousand shares of Visa Inc. class B common stock which have transfer restrictions; the carrying value is $-0- thousand. On January 28, 2022, Visa Inc. disclosed a revised conversion rate applicable to its class B common stock in its Form 108-Q for the quarterly period ended-K dated December 31, 2021.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 1.61811.6059 to 1.60591.5991 per share, effective as of JuneDecember 29, 2022. Visa Inc. class A common stock had a closing price of $196.89$225.46 per share on June 30, 2022,March 31, 2023, the last day of stock market trading for the secondfirst quarter 2022.2023. 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 June 30, 2022,March 31, 2023, these investments totaled $37,283$32,987 thousand and $25,091$20,842 thousand of this amount represents outstanding equity capital commitments that are included in other liabilities. At December 31, 2021,2022, these investments totaled $37,145$34,421 thousand and $26,485$22,647 thousand of this amount represents outstanding equity capital commitments that are included in other liabilities. At June 30, 2022,March 31, 2023, the $25,091$20,842 thousand of outstanding equity capital commitments are expected to be paid as follows: $2,593$9,187 thousand in the remainder of 2022, $12,200 thousand in 2023, $9,169$10,499 thousand in 2024, $244$359 thousand in 2025, $128$59 thousand in 2026, $207$190 thousand in 2027, and $550$548 thousand in 2028 or thereafter.

 

- 22 -

The amounts recognized in net income for these investments include:

 

 

For the Three Months Ended

 

For the Six Months Ended

  

For the Three Months Ended

 
 

June 30,

  

March 31,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

 
 

(In thousands)

  

(In thousands)

 

Investment loss included in pre-tax income

 $1,431  $600  $2,862  $1,200  $1,434  $1,431 

Tax credits recognized in provision for income taxes

 804  225  1,608  450  1,020  804 

 

Other liabilities consisted of the following:

 

 

At June 30,

 

At December 31,

  

At March 31,

 

At December 31,

 
 

2022

  

2021

  

2023

  

2022

 
 

(In thousands)

  

(In thousands)

 

Net deferred tax liability

 $0  $2,501 

Operating lease liability

 17,556  17,980  $15,447  $15,746 

Securities purchases pending settlement

 6,774  0 

Other liabilities

  47,191   53,241   59,696   49,379 

Total other liabilities

 $71,521  $73,722  $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 June 30, 2022.March 31, 2023.

 

As of June 30, 2022,March 31, 2023, the Company’s lease liability and right-of-use asset were $17,556$15,447 thousand. The weighted average remaining life of operating leases and weighted average discount rate used to determine operating lease liabilities were 4.03.3 years and 1.76%2.05%, respectively, at June 30, 2022.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 June 30, 2022.March 31, 2023.

 

Total lease costs duringwere $1,656 thousand and $1,633 thousand in the three and sixmonths ended June 30,March 31, 2023 and March 31, 2022, of $1,637 thousandrespectively, and $3,270 thousand, respectively, were recorded within occupancy and equipment expense. Total lease costs during the three and six months ended June 30, 2021, of $1,658 thousand and $3,312 thousand, respectively, 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 sixthree months ended June 30, 2022March 31, 2023 and June 30, 2021.    March 31, 2022.

 

[The remainder of this page intentionally left blank]

 

 

- 2322 -

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

 

 

Minimum
future lease
payments

  

Minimum
future lease
payments

 
 

At June 30,

  

At March 31,

 
 

2022

  

2023

 
 

(In thousands)

  

(In thousands)

 

The remainder of 2022

 $2,982 

2023

 5,548 

The remainder of 2023

 $4,442 

2024

 3,967  4,516 

2025

 2,787  3,291 

2026

 1,265  1,674 

2027

 982 

Thereafter

  1,581   1,153 

Total minimum lease payments

  18,130  16,058 

Less: discount

  (574)  (611)

Present value of lease liability

 $17,556  $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 and sixmonths ended June 30, 2022March 31, 2023 and year ended December 31, 2021.2022, 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 and sixmonths ended June 30, 2022March 31, 2023 and the year ended December 31, 20212022, 0no such adjustments were recorded.

 

The carrying values of goodwill were:

 

  

At June 30, 2022

  

At December 31, 2021

 
  

(In thousands)

 

Goodwill

 $121,673  $121,673 
  

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 June 30, 2022

  

At December 31, 2021

 
  

Gross

      

Gross

     
  

Carrying

  

Accumulated

  

Carrying

  

Accumulated

 
  

Amount

  

Amortization

  

Amount

  

Amortization

 
  

(In thousands)

 

Core deposit intangibles

 $56,808  $(56,101) $56,808  $(55,973)
  

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 June 30, 2022,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 six months ended June 30, 2022 (actual)

 $128 

The remainder of 2022

  124 

2023

  236 

2024

  222 

2025

  125 
  

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 

 

- 2423 -

 
 

Note 8: Deposits and Borrowed Funds

 

The following table provides additional detail regarding deposits.

 

 

Deposits

  

Deposits

 
 

At June 30,

 

At December 31,

  

At March 31,

 

At December 31,

 
 

2022

  

2021

  

2023

  

2022

 
 

(In thousands)

  

(In thousands)

 

Noninterest-bearing

 $2,987,725  $3,069,080  $2,788,992  $2,947,277 

Interest-bearing:

  

Transaction

 1,303,700  1,260,869  1,201,356  1,273,143 

Savings

 1,983,713  1,940,395  1,783,667  1,874,115 

Time deposits less than $100 thousand

 70,103  72,527  63,891  65,962 

Time deposits $100 thousand through $250 thousand

 45,849  47,666  40,334  42,733 

Time deposits more than $250 thousand

  24,501   23,419   21,075   22,060 

Total deposits

 $6,415,591  $6,413,956  $5,899,315  $6,225,290 

 

Demand deposit overdrafts of $826$818 thousand and $611$995 thousand were included as loan balances at June 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. Interest expense for aggregate time deposits with individual account balances in excess of $100 thousand was $40$34 thousand and $81 thousand forin the three months ended March 31, 2023 and $41 thousand in the sixthree months ended June 30, 2022, March 31, 2022.respectively, and $68 thousand and $146 thousand for the three and six months ended June 30, 2021, respectively.

 

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 June 30,

  

At December 31,

 
  

2022

  

2021

 

Repurchase agreements:

 

(In thousands)

 

Collateral securing borrowings:

        

Agency residential MBS

 $34,407  $42,295 

Corporate securities

  220,621   254,005 

Total collateral carrying value

 $255,028  $296,300 

Total short-term borrowed funds

 $118,167  $146,246 

  

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.

 

- 25 -

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 June 30, 2022

  

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)

  

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)

  

(In thousands)

 

Debt securities available for sale:

          

Agency residential MBS

 $331,425  $0  $331,425  $0  $276,078  $-  $276,078  $- 

Securities of U.S. Government entities

 102  0  102  0 

Securities of U.S. Government sponsored entities

 290,725  0  290,725  0  297,140  -  297,140  - 

Obligations of states and political subdivisions

 86,676  0  86,676  0  82,678  -  82,678  - 

Corporate securities

 2,296,853  0  2,296,853  0  2,019,240  -  2,019,240  - 

Collateralized loan obligations

  1,601,333   0   1,601,333   0   1,542,377   -   1,542,377   - 

Total debt securities available for sale

 $4,607,114  $0  $4,607,114  $0  $4,217,513  $-  $4,217,513  $- 

 

(1)There were no transfers in to or out of level 3 during the six months ended June 30, 2022.

(1)

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

 

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- 2625 -

 
 

At December 31, 2021

  

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)

  

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)

  

(In thousands)

 

Debt securities available for sale:

          

Agency residential MBS

 $411,726  $0  $411,726  $0  $286,048  $-  $286,048  $- 

Securities of U.S. Government entities

 119  0  119  0 

Securities of U.S. Government sponsored entities

 290,853  -  290,853  - 

Obligations of states and political subdivisions

 93,920  0  93,920  0  82,004  -  82,004  - 

Corporate securities

 2,746,735  0  2,746,735  0  2,099,955  -  2,099,955  - 

Collateralized loan obligations

  1,386,355   0   1,386,355   0   1,572,883   -   1,572,883   - 

Total debt securities available for sale

 $4,638,855  $0  $4,638,855  $0  $4,331,743  $-  $4,331,743  $- 

 

(1)There were no transfers in to or out of level 3 during the year ended December 31, 2021.

(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 June 30, 2022March 31, 2023 and December 31, 2021,2022, 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 June 30, 2022

  

June 30, 2022

 
  

Carrying Value

  

Level 1

  

Level 2

  

Level 3

  

Total Losses

 
  

(In thousands)

 

Loans:

                    

Commercial real estate

 $225  $0  $0  $225  $0 

 

         

For the

          

For the Three

 
         

Year Ended

          

Months Ended

 
 

At December 31, 2021

  

December 31, 2021

  

At March 31, 2023

  

March 31, 2023

 
 

Carrying Value

  

Level 1

  

Level 2

  

Level 3

  

Total Losses

  

Carrying Value

  

Level 1

  

Level 2

  

Level 3

  

Total Losses

 
 

(In thousands)

  

(In thousands)

 

Loans:

  

Commercial real estate

 $225  $0  $0  $225  $0  $110  $-  $-  $110  $- 

Residential real estate

  172   0   0   172   0 

Total assets measured at fair value on a nonrecurring basis

 $397  $0  $0  $397  $0  $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. 

 

- 27 -

 
  

At June 30, 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

 $753,293  $753,293  $753,293  $0  $0 

Debt securities held to maturity

  442,354   440,074   0   440,074   0 

Loans

  977,455   928,954   0   0   928,954 
                     

Financial Liabilities:

                    

Deposits

 $6,415,591  $6,413,148  $0  $6,275,138  $138,010 

Short-term borrowed funds

  118,167   118,167   0   118,167   0 

 

 

At December 31, 2021

  

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 )

  

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)

  

(In thousands)

 

Cash and due from banks

 $1,132,085  $1,132,085  $1,132,085  $0  $0  $195,202  $195,202  $195,202  $-  $- 

Debt securities held to maturity

 306,396  312,562  0  312,562  0  909,319  875,268  -  875,268  - 

Loans

 1,044,612  1,059,072  0  0  1,059,072  919,119  898,767  -  -  898,767 
  

Financial Liabilities:

                    

Deposits

 $6,413,956  $6,413,244  $0  $6,270,344  $142,900  $5,899,315  $5,895,669  $-  $5,774,015  $121,654 

Short-term borrowed funds

 146,246  146,246  0  146,246  0  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 unconditionally by the Company aggregated $33,225$31,550 thousand at June 30,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 $230,845$208,051 thousand at June 30, 2022March 31, 2023 and $233,850$202,696 thousand at December 31, 2021.2022. 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 $1,785$1,951 thousand at June 30, 2022March 31, 2023 and $3,693$1,948 thousand at December 31, 2021.2022. Commitments for commercial and similar letters of credit totaled $95 thousand at June 30, 2022March 31, 2023 and $95 thousand at December 31, 2021.2022. The Company had $630$950 thousand in outstanding full recourse guarantees to a third party credit card company at June 30, 2022March 31, 2023 and $580 thousand at December 31, 2021.2022. At June 30, 2022,March 31, 2023, the Company had a reserve for unfunded commitments of $201 thousand for the above-mentioned loan commitments of $33,225$31,550 thousand that are not unconditionally cancellable unconditionally by the Company. The Company’s reserve for unfunded commitments was $201 thousand at December 31, 2021.2022. 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.

 

- 28 -
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

 

For the Six Months

  

For the Three Months Ended

 
 

Ended June 30,

  

March 31,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

 
 

(In thousands, except per share data)

  

(In thousands, except per share data)

 

Net income applicable to common equity (numerator)

 $25,314  $22,579  $47,930  $42,726 

Net income (numerator)

 $40,451  $22,616 

Basic earnings per common share

            

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

  26,889   26,865   26,880   26,843   26,859   26,870 

Basic earnings per common share

 $0.94  $0.84  $1.78  $1.59  $1.51  $0.84 

Diluted earnings per common share

            

Weighted average number of common shares outstanding - basic

 26,889  26,865  26,880  26,843  26,859  26,870 

Add common stock equivalents for options

  12   22   13   22   7   15 

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

  26,901   26,887   26,893   26,865   26,866   26,885 

Diluted earnings per common share

 $0.94  $0.84  $1.78  $1.59  $1.51  $0.84 

 

For the three and sixmonths ended June 30,March 31, 2023 and March 31, 2022, options to purchase 814977 thousand and 808802 thousand shares of common stock, respectively, were outstanding but not included in the computation of diluted earnings per common share because the option exercise price exceeded the fair value of the stock such that their inclusion would have had an anti-dilutive effect.

 

For the three and six months ended June 30, 2021, options to purchase 510 thousand and 554 thousand shares of common stock, respectively, were outstanding but not included in the computation of diluted earnings per common share because the option exercise price exceeded the fair value of the stock such that their inclusion would have had an anti-dilutive effect.

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- 29 -
28

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

 

WESTAMERICA BANCORPORATION

 

FINANCIAL SUMMARY

 
  

For the Three Months Ended

 
 

For the Three Months

 

For the Six Months

  

March 31,

 

December 31,

 
 

Ended June 30,

  

2023

  

2022

  

2022

 
 

2022

  

2021

  

2022

  

2021

  

(In thousands, except per share data)

 
 

(In thousands, except per share data)

 

Net Interest and Loan Fee Income (FTE)(1)

 $48,033  $44,499  $91,840  $87,082 

Provision for Loan Losses

 -  -  -  - 

Net Interest and Fee Income (FTE)(1)

 $69,562  $43,807  $69,155 

Reversal of Provision for Credit Losses

 (1,550) -  - 

Noninterest Income

 11,264  11,032  22,840  21,221  10,549  11,576  10,463 

Noninterest Expense

  24,629   24,291   49,504   49,197   26,210   24,875   25,090 

Income Before Income Taxes (FTE)(1)

 34,668  31,240  65,176  59,106  55,451  30,508  54,528 

Income Tax Provision (FTE)(1)

  9,354   8,661   17,246   16,380 

Provision for Income Taxes (FTE)(1)

  15,000   7,892   15,184 

Net Income

 $25,314  $22,579  $47,930  $42,726  $40,451  $22,616  $39,344 
  

Average Common Shares Outstanding

 26,889  26,865  26,880  26,843  26,859  26,870  26,912 

Average Diluted Common Shares Outstanding

 26,901  26,887  26,893  26,865  26,866  26,885  26,924 

Common Shares Outstanding at Period End

 26,896  26,865       26,648  26,883  26,913 
  

Per Common Share:

              

Basic Earnings

 $0.94  $0.84  $1.78  $1.59  $1.51  $0.84  $1.46 

Diluted Earnings

 0.94  0.84  1.78  1.59  1.51  0.84  1.46 

Book Value

 22.94  31.35      

Book Value Per Common Share

 24.13  26.10  22.37 
  

Financial Ratios:

              

Return on Assets

 1.37% 1.29% 1.30% 1.26%

Return on Common Equity

 12.88% 12.16% 12.36% 11.64%

Return On Assets

 2.31% 1.24% 2.12%

Return On Common Equity

 19.11% 11.82% 18.64%

Net Interest Margin (FTE)(1)

 2.74% 2.70% 2.63% 2.72% 4.18% 2.51% 3.95%

Net Loan Losses (Recoveries) to Average Loans

 0.24% (0.08)% 0.24% 0.02%

Net Loan (Recoveries) Chargeoffs to Average Loans

 (0.33)% 0.23% 0.39%

Efficiency Ratio(2)

 41.5% 43.7% 43.2% 45.4% 32.7% 44.9% 31.5%
  

Average Balances:

              

Assets

 $7,420,069  $7,004,695  $7,413,233  $6,828,409  $7,112,317  $7,406,321  $7,353,270 

Loans

 1,009,633  1,257,087  1,019,623  1,254,328  945,864  1,029,724  964,287 

Investment Securities

 5,008,929  4,394,169  4,978,557  4,417,267 

Investment securities

 5,548,780  4,947,846  5,694,280 

Deposits

 6,424,202  6,074,730  6,408,915  5,912,303  6,061,923  6,393,458  6,349,401 

Shareholders' Equity

 788,078  744,746  782,184  740,147  858,473  776,225  837,499 
  

Period End Balances:

              

Assets

 $7,222,405  $7,147,779       $6,700,471  $7,306,417  $6,950,317 

Loans

 999,768  1,194,834       938,628  1,002,514  958,488 

Investment Securities

 5,049,475  4,718,584      

Investment securities

 5,126,833  4,897,115  5,247,657 

Deposits

 6,415,591  6,076,389       5,899,315  6,405,874  6,225,290 

Shareholders' Equity

 617,126  842,196       642,925  701,744  602,110 
  

Capital Ratios at Period End:

              

Total Risk Based Capital

 15.37% 15.75%      16.47% 15.60% 15.64%

Tangible Equity to Tangible Assets

 6.97% 10.24%      7.92% 8.06% 7.03%
  

Dividends Paid Per Common Share

 $0.42  $0.41  $0.84  $0.82  $0.42  $0.42  $0.42 

Common Dividend Payout Ratio

 45% 49% 47% 52% 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)

(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)

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

 

- 30 -29

 

Financial Overview

 

Westamerica Bancorporation and subsidiaries (collectively, the “Company”) reported net income of $25.3$40.5 million or $0.94$1.51 diluted earnings per common share (“EPS”) in the first quarter 2023, including a $1.6 million reversal of provision for the secondcredit losses, which increased EPS $0.04. First quarter of 2022 and net income of $47.9 million or $1.78 diluted earnings per common share (“EPS”) for the six months ended June 30, 2022. These2023 results compare with net income of $22.6 million or $0.84 EPS for the secondfirst quarter of 20212022 and net income of $42.7$39.3 million or $1.59$1.46 EPS for the six months ended June 30, 2021.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”) is tighteninghas tightened monetary policy through reduced bond purchases and increases to the overnight federal funds interest rate. On March 17, 2022,The FOMC started to increase the FOMC increased the target range by 0.25% for the federal funds rate in March 2022. The raised target range was 0.25% to 0.50 percent. The FOMC raised interest rates 0.5% on May 4, 2022. On June 15,0.50% in March 2022 and increases in the FOMC decided to increase 0.75% for thetarget federal funds rate.rate continued successively. A July 27, 2022March 22, 2023 Federal Reserve press release stated, “Recent indicators ofpoint to modest growth in spending and production have softened. Nonetheless, jobproduction. Job gains have been robustpicked up in recent months and are running at a robust pace; the unemployment rate has remained low. Inflation remains elevated, reflecting supplyelevated. The U.S. banking system is sound and demand imbalances relatedresilient. 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 pandemic, higher food and energy prices, and broader price pressures.”  On July 27, 2022, the FOMC unanimouslyCommittee decided to raise the target range for the federal funds rate by 0.75% to 2.25%4.75 to 2.50%.5.00%... The FOMC increasedCommittee 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 2.40%4.90% effective July 28,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 in the Company’s financial statements 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 a relatively large portion of municipal loans and securities that are federally tax exempt. The Company’s tax exempt loans and securities composition may not be similar to that of other banks, therefore in order to reflect the impact of the federally tax exempt loans and securities on the net interest margin and net interest income for comparability with other banks, the Company presents its net interest margin and net interest income on an FTE basis.

 

The Company’s significant accounting policies (see Note 1, “Summary of Significant Accounting Policies,” to Financial Statements in the Company’s 20212022 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. Certain risks, uncertaintiesThe Company adopted the following new accounting guidance:

FASB ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and other factors, including those discussedVintage 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 “Risk Factors” in Part I – Item 1A of the Company’s Annual Report on Form 10-K for“Loans” note to the year ended December 31, 2021 may cause actual futureunaudited 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 to differ materially from the results discussed in this report on Form 10-Q. Management continues to evaluate the impacts of the COVID-19 pandemic, inflation, the Federal Reserve’s monetary policy, climate changes, the war in Ukraine on the Company’s business and its customers. 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.upon adoption.

 

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- 31 -30

 

Net Income

 

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

 

 

For the Three Months

 

For the Six Months

  

For the Three Months Ended

 
 

Ended June 30,

  

March 31,

 

December 31,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

  

2022

 
 

(In thousands, except per share data)

  

(In thousands, except per share data)

 

Net interest and loan fee income (FTE)

 $48,033  $44,499  $91,840  $87,082  $69,562  $43,807  $69,155 

Provision for loan losses

 -  -  -  - 

Reversal of provision for credit losses

 (1,550) -  - 

Noninterest income

 11,264  11,032  22,840  21,221  10,549  11,576  10,463 

Noninterest expense

  24,629   24,291   49,504   49,197   26,210   24,875   25,090 

Income before taxes (FTE)

 34,668  31,240  65,176  59,106  55,451  30,508  54,528 

Income tax provision (FTE)

  9,354   8,661   17,246   16,380   15,000   7,892   15,184 

Net income

 $25,314  $22,579  $47,930  $42,726  $40,451  $22,616  $39,344 
  

Average diluted common shares

 26,901  26,887  26,893  26,865  26,866  26,885  26,924 

Diluted earnings per common share

 $0.94  $0.84  $1.78  $1.59  $1.51  $0.84  $1.46 
  

Average total assets

 $7,420,069  $7,004,695  $7,413,233  $6,828,409  $7,112,317  $7,406,321  $7,353,270 

Net income to average total assets (annualized)

 1.37% 1.29% 1.30% 1.26% 2.31% 1.24% 2.12%

Net income to average common shareholders' equity (annualized)

 12.88% 12.16% 12.36% 11.64% 19.11% 11.82% 18.64%

 

Net income for the secondfirst quarter 20222023 increased $2.7$17.8 million compared with the secondfirst quarter 2021.2022. Net interest and loan fee income (FTE) increased $3.5$25.8 million in the secondfirst quarter 20222023 compared with the secondfirst quarter 20212022 due to higher average balances of investment debt securities and higher yield on interest-earning assets,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 was zeroin 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 secondfirst quarter of 2022, and the second quarter 2021, reflecting Management'sbased on Management’s estimate of credit losses over the remaining life of its loans and investment securities. Seconddebt securities held to maturity. First quarter 20222023 noninterest income increased $232 thousanddecreased $1.0 million compared with secondthe first quarter 2022 primarily due to higher service charges on deposit accounts, partially offset by lower ATM processing fee income. Secondbecause first quarter 2022 included a $1.2 million reconciling payment from a payments network. First quarter 2023 noninterest expense increased $338 thousand in the second quarter 2022 compared with the second quarter 2021$1.3 million primarily due to higher estimated operating losses on limited partnership investmentsan increase in low-income housing, partially offset by a decrease in salariesoccupancy and related benefits resulting from attrition.equipment expense and increased FDIC insurance assessments for all insured depository institutions. The tax rate (FTE) was 27.0%27.1% for the secondfirst quarter 20222023 and 27.7%25.9% for the secondfirst quarter 2021. The lower second quarter 2022 tax rate was primarily attributable to higher estimated tax credits from limited partnership investments in low-income housing.2022.

 

Net income for the six months ended June 30, 2022first quarter 2023 increased $5.2$1.1 million compared with the six months ended June 30, 2021.fourth quarter 2022. Net interest and loan fee income (FTE) increased $4.8 million$407 thousand in the six months ended June 30, 2022first quarter 2023 compared with the six months ended June 30, 2021fourth quarter 2022 due to higher average balances ofyield on investment debt securities and interest-bearing cash, partially offset by lower average balances of loans.interest-earning assets. The Company recorded a $1.6 million reversal of provision for credit losses was zeroin 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 six months ended June 30,fourth quarter of 2022, and the six months ended June 30, 2021, reflecting Management'sbased on Management’s estimate of credit losses over the remaining life of its loans and investment securities. Noninterestdebt securities held to maturity. First quarter 2023 noninterest income inremained at the six months ended June 30, 2022same level as the fourth quarter 2022. First quarter 2023 noninterest expense increased $1.6$1.1 million compared with the six months ended June 30, 2021fourth quarter 2022 primarily due to a $1.2 million reconciling payment from a payments networkan increase in seasonal payroll taxes and higher service charges on deposit accounts, partially offset by lower ATM processing fee income. Noninterest expense in the six months ended June 30, 2022 increased $307 thousand primarily due to higher estimated operating losses on limited partnership investments in low-income housing, partially offset by decreases in salaries and related benefits resulting from attrition and lower professional fees.FDIC insurance assessments for all insured depository institutions. The tax rate (FTE) was 26.5%27.1% for the six months ended June 30, 2022 compared with 27.7%first quarter 2023 and 27.8% for the six months ended June 30, 2021. The lower secondfourth quarter 2022 tax rate was primarily attributable to higher estimated tax credits from limited partnership investments in low-income housing.2022.

 

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- 32 -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

 

For the Six Months

  

For the Three Months Ended

 
 

Ended June 30,

  

March 31,

 

December 31,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

  

2022

 
 

($ in thousands)

  

(In thousands)

 

Interest and loan fee income

 $47,997  $44,276  $91,756  $86,592  $69,624  $43,759  $69,198 

Interest expense

 483  484  963  959  471  480  475 

FTE adjustment

  519   707   1,047   1,449   409   528   432 

Net interest and loan fee income (FTE)

 $48,033  $44,499  $91,840  $87,082  $69,562  $43,807  $69,155 
  

Average earning assets

 $7,000,862  $6,603,343  $6,999,556  $6,424,973  $6,665,156  $6,998,234  $6,930,584 

Net interest margin (FTE) (annualized)

 2.74% 2.70% 2.63% 2.72% 4.18% 2.51% 3.95%

 

Net interest and loan fee income (FTE) increased $3.5$25.8 million in the secondfirst quarter 20222023 compared with the secondfirst quarter 20212022 due to higher average balances of investment debt securities (up $615$601 million) and higher yield on interest-earning assetsinvestment debt securities (up 0.04%1.57%) and interest-bearing cash (up 4.37%), partially offset by lower average balances of loans (down $247$84 million).

 

Net interest and loan fee income (FTE) increased $4.8 million$407 thousand in the six months ended June 30, 2022first quarter 2023 compared with the six months ended June 30, 2021fourth quarter 2022 due to higher average balances ofyield on investment debt securities (up $561 million)0.25%) and interest-bearing cash (up 0.87%), partially offset by lower average balances of loansinterest-earning assets (down $235$265 million).

 

The annualized net interest margin (FTE) was 2.74%4.18% in the secondfirst quarter 2023, 2.51% in the first quarter 2022 and 2.63%3.95% in the first six months of 2022 compared with 2.70% in the secondfourth quarter 2021 and 2.72% in the first six months of 2021.2022.

 

The Company’s funding costs were 0.03% in the secondfirst quarter 2023, first quarter 2022 and 2021 andfourth quarter 2022. Noninterest bearing deposits represented 47% of average deposits in the first six months of 2022 and 2021.quarter 2023 while higher-cost time deposits represented 2%. Average balances of time deposits in the first six months of 2022quarter 2023 declined $14 million from the first six months of 2021.quarter 2022. Average balances of checking and saving deposits increased $510 million in the first six months of 2022 compared with the first six months of 2021. Average balances of those checking and saving deposits accounted for 97.8%97.9% of average total deposits in the first six months of 2022 compared with 97.4% of average total depositsquarter 2023, 97.8% in the first six months of 2021.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

 

For the Six Months

  

For the Three Months Ended

 
 

Ended June 30,

  

March 31,

 

December 31,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

  

2022

 
  

Yield on earning assets (FTE)

 2.77% 2.73% 2.66% 2.75% 4.21% 2.54% 3.98%

Rate paid on interest-bearing liabilities

  0.05%  0.06%  0.05%  0.06%  0.06%  0.05%  0.06%

Net interest spread (FTE)

 2.72% 2.67% 2.61% 2.69% 4.15% 2.49% 3.92%

Impact of noninterest-bearing demand deposits

  0.02%  0.03%  0.02%  0.03%

Impact of noninterest-bearing funds

  0.03%  0.02%  0.03%

Net interest margin (FTE)

  2.74%  2.70%  2.63%  2.72%  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.”

 

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- 33 -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 non-accrualnonaccrual 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 June 30, 2022

  

For the Three Months Ended March 31, 2023

 
   ��

Interest

      

Interest

   
 

Average

 

Income/

 

Yields/

  

Average

 

Income/

 

Yields/

 
 

Balance

  

Expense

  

Rates

  

Balance

  

Expense

  

Rates

 
 

($ in thousands)

  

($ in thousands)

 

Assets

  

Investment securities:

  

Taxable

 $4,781,158  $32,092  2.68% $5,379,275  $54,749  4.07%

Tax-exempt (1)

  227,771   1,996  3.51%  169,505   1,508  3.56%

Total investments (1)

 5,008,929  34,088  2.72% 5,548,780  56,257  4.06%

Loans:

  

Taxable

  900,183  11,390  5.13%

Paycheck Protection Program ("PPP") loans

 20,997  645  12.32%

Other taxable

  941,280   11,327  4.83%

Total taxable

 962,277  11,972  4.99%

Tax-exempt (1)

  47,356   454  3.85%  45,681   444  3.94%

Total loans (1)

 1,009,633  12,426  4.94% 945,864  11,834  5.07%

Total interest-bearing cash

  982,300   2,002  0.81%  170,512   1,942  4.56%

Total Interest-earning assets (1)

 7,000,862  48,516  2.77% 6,665,156  70,033  4.21%

Other assets

  419,207        447,161      

Total assets

 $7,420,069       $7,112,317      
  

Liabilities and shareholders' equity

  

Noninterest-bearing demand

 $2,998,360  $-  -% $2,851,600  $-  -%

Savings and interest-bearing transaction

 3,283,990  379  0.05% 3,080,867  374  0.05%

Time less than $100,000

 78,062  42  0.22% 71,826  50  0.28%

Time $100,000 or more

  63,790   40  0.25%  57,630   34  0.24%

Total interest-bearing deposits

 3,425,842  461  0.05% 3,210,323  458  0.06%

Short-term borrowed funds

  123,298   22  0.07%  76,835   13  0.07%

Total interest-bearing liabilities

 3,549,140  483  0.05% 3,287,158  471  0.06%

Other liabilities

 84,491       115,086      

Shareholders' equity

  788,078        858,473      

Total liabilities and shareholders' equity

 $7,420,069       $7,112,317      

Net interest spread (1) (2)

      2.72%      4.15%

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

    $48,033  2.74%    $69,562  4.18%

 

(1)

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

(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.

(2) Net interest spread represents the average yield earned on interest-earning assets less the average rate incurred on interest-bearing liabilities.

(3)

(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.

 

- 34 -33

 

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

 

 

For the Three Months Ended June 30, 2021

  

For the Three Months Ended March 31, 2022

 
   

Interest

      

Interest

   
 

Average

 

Income/

 

Yields/

  

Average

 

Income/

 

Yields/

 
 

Balance

  

Expense

  

Rates

  

Balance

  

Expense

  

Rates

 
 

($ in thousands)

  

($ in thousands)

 

Assets

  

Investment securities:

  

Taxable

 $4,058,026  $26,692  2.63% $4,710,561  $28,733  2.44%

Tax-exempt (1)

  336,143   2,864  3.41%  237,285   2,037  3.43%

Total investments (1)

 4,394,169  29,556  2.69% 4,947,846  30,770  2.49%

Loans:

  

Taxable

  982,531  12,582  5.19%

Paycheck Protection Program ("PPP") loans

 207,515  2,713  5.25%

Other taxable

  997,043   11,960  4.81%

Total taxable

 1,204,558  14,673  4.89%

Tax-exempt (1)

  52,529   495  3.78%  47,193   456  3.92%

Total loans (1)

 1,257,087  15,168  4.84% 1,029,724  13,038  5.14%

Total interest-bearing cash

  952,087   259  0.11%  1,020,664   479  0.19%

Total Interest-earning assets (1)

 6,603,343  44,983  2.73% 6,998,234  44,287  2.54%

Other assets

  401,352          408,087      

Total assets

 $7,004,695         $7,406,321      
  

Liabilities and shareholders' equity

  

Noninterest-bearing demand

 $2,888,259  $-  -% $3,005,065  $-  -%

Savings and interest-bearing transaction

 3,031,209  356  0.05% 3,245,192  371  0.05%

Time less than $100,000

 84,512  42  0.20% 79,029  40  0.21%

Time $100,000 or more

  70,750   68  0.39%  64,172   41  0.26%

Total interest-bearing deposits

 3,186,471  466  0.06% 3,388,393  452  0.05%

Short-term borrowed funds

  111,750   18  0.07%  157,753   28  0.07%

Total interest-bearing liabilities

 3,298,221  484  0.06% 3,546,146  480  0.05%

Other liabilities

 73,469       78,885      

Shareholders' equity

  744,746        776,225      

Total liabilities and shareholders' equity

 $7,004,695       $7,406,321      

Net interest spread (1) (2)

      2.67%      2.49%

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

    $44,499  2.70%    $43,807  2.51%

 

(1)

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

(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.

(2) Net interest spread represents the average yield earned on interest-earning assets less the average rate incurred on interest-bearing liabilities.

(3)

(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.

 

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- 35 -34

 

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

 

 

For the Six Months Ended June 30, 2022

  

For the Three Months Ended December 31, 2022

 
   

Interest

      

Interest

   
 

Average

 

Income/

 

Yields/

  

Average

 

Income/

 

Yields/

 
 

Balance

  

Expense

  

Rates

  

Balance

  

Expense

  

Rates

 
 

($ in thousands)

  

($ in thousands)

 

Assets

  

Investment securities:

  

Taxable

 $4,746,055  $60,825  2.56% $5,515,274  $53,179  3.86%

Tax-exempt (1)

  232,502   4,033  3.47%  179,006   1,591  3.56%

Total investments (1)

 4,978,557  64,858  2.60% 5,694,280  54,770  3.81%

Loans:

  

Taxable

  918,757  11,855  5.12%

PPP loans

 28,393  1,494  10.61%

Other taxable

  943,955   23,060  4.93%

Total taxable

 972,348  24,554  5.09%

Tax-exempt (1)

  47,275   910  3.88%  45,530   438  3.82%

Total loans (1)

 1,019,623  25,464  5.04% 964,287  12,293  5.06%

Total interest-bearing cash

  1,001,376   2,481  0.49%  272,017   2,567  3.69%

Total Interest-earning assets (1)

 6,999,556  92,803  2.66% 6,930,584  69,630  3.98%

Other assets

  413,677        422,686      

Total assets

 $7,413,233       $7,353,270      
  

Liabilities and shareholders' equity

  

Noninterest-bearing demand

 $3,001,694  $-  -% $3,010,806  $-  -%

Savings and interest-bearing transaction

 3,264,698  750  0.05% 3,204,674  376  0.05%

Time less than $100,000

 78,543  82  0.21% 74,201  51  0.27%

Time $100,000 or more

  63,980   81  0.26%  59,720   36  0.24%

Total interest-bearing deposits

 3,407,221  913  0.05% 3,338,595  463  0.05%

Short-term borrowed funds

  140,430   50  0.07%  73,594   12  0.06%

Total interest-bearing liabilities

 3,547,651  963  0.05% 3,412,189  475  0.06%

Other liabilities

 81,704       92,776      

Shareholders' equity

  782,184        837,499      

Total liabilities and shareholders' equity

 $7,413,233       $7,353,270      

Net interest spread (1) (2)

      2.61%      3.92%

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

    $91,840  2.63%    $69,155  3.95%

 

(1)

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

(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.

(2) Net interest spread represents the average yield earned on interest-earning assets less the average rate incurred on interest-bearing liabilities.

(3)

(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.

 

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- 36 -

  

For the Six Months Ended June 30, 2021

 
      

Interest

     
  

Average

  

Income/

  

Yields/

 
  

Balance

  

Expense

  

Rates

 
  

($ in thousands)

 

Assets

            

Investment securities:

            

Taxable

 $4,068,690  $51,890   2.55%

Tax-exempt (1)

  348,577   5,902   3.39%

Total investments (1)

  4,417,267   57,792   2.62%

Loans:

            

Taxable

            

PPP loans

  198,294   4,566   4.64%

Other taxable

  1,004,467   24,299   4.88%

Total taxable

  1,202,761   28,865   4.84%

Tax-exempt (1)

  51,567   987   3.86%

Total loans (1)

  1,254,328   29,852   4.80%

Total interest-bearing cash

  753,378   397   0.10%

Total Interest-earning assets (1)

  6,424,973   88,041   2.75%

Other assets

  403,436         

Total assets

 $6,828,409         
             

Liabilities and shareholders' equity

            

Noninterest-bearing demand

 $2,801,428  $-   -%

Savings and interest-bearing transaction

  2,954,817   695   0.05%

Time less than $100,000

  85,064   84   0.20%

Time $100,000 or more

  70,994   146   0.41%

Total interest-bearing deposits

  3,110,875   925   0.06%

Short-term borrowed funds

  103,707   34   0.07%

Other borrowed funds

  106   -   0.35%

Total interest-bearing liabilities

  3,214,688   959   0.06%

Other liabilities

  72,146         

Shareholders' equity

  740,147         

Total liabilities and shareholders' equity

 $6,828,409         

Net interest spread (1) (2)

          2.69%

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

     $87,082   2.72%

(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.

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- 37 -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 Noninterest Income

10,54911,57610,463

Noninterest Expense

26,21024,87525,090

Income and ExpenseBefore Income Taxes (FTE)(1)

55,45130,50854,528

Provision for Income Taxes (FTE)(1)

  

For the Three Months Ended June 30, 2022

 
  

Compared with

 
  

For the Three Months Ended June 30, 2021

 
  

Volume

  

Yield/Rate

  

Total

 
  

(In thousands)

 

Increase (decrease) in interest and loan fee income:

            

Investment securities:

            

Taxable

 $4,756  $644  $5,400 

Tax-exempt (1)

  (923)  55   (868)

Total investments (1)

  3,833   699   4,532 

Loans:

            

Taxable:

            

PPP loans

  (2,439)  371   (2,068)

Other

  (669)  36   (633)

Total taxable

  (3,108)  407   (2,701)

Tax-exempt (1)

  (49)  8   (41)

Total loans (1)

  (3,157)  415   (2,742)

Total interest-bearing cash

  8   1,735   1,743 

Total increase in interest and loan fee income (1)

  684   2,849   3,533 

Increase (decrease) in interest expense:

            

Deposits:

            

Savings and interest-bearing transaction

  30   (7)  23 

Time less than $100,000

  (3)  3   - 

Time $100,000 or more

  (7)  (21)  (28)

Total interest-bearing deposits

  20   (25)  (5)

Short-term borrowed funds

  4   -   4 

Total increase (decrease) in interest expense

  24   (25)  (1)

Increase in net interest and loan fee income (1)

 $660  $2,874  $3,534 
15,0007,89215,184

Net Income

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

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

Average Common Shares Outstanding

26,85926,87026,912

Average Diluted Common Shares Outstanding

26,86626,88526,924

Common Shares Outstanding at Period End

26,64826,88326,913

Per Common Share:

         

Basic Earnings

$1.51$0.84$1.46

Diluted Earnings

1.510.841.46

Book Value Per Common Share

24.1326.1022.37

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

945,8641,029,724964,287

Investment securities

5,548,7804,947,8465,694,280

Deposits

6,061,9236,393,4586,349,401

Shareholders' Equity

858,473776,225837,499

Period End Balances:

Assets

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

Loans

938,6281,002,514958,488

Investment securities

5,126,8334,897,1155,247,657

Deposits

5,899,3156,405,8746,225,290

Shareholders' Equity

642,925701,744602,110

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)

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- 38 -

Summary of Changes in Interest Incomeefficiency ratio is defined as noninterest expense divided by total revenue (net interest income on an FTE basis and Expensenoninterest income).

  

For the Six Months Ended June 30, 2022

 
  

Compared with

 
  

For the Six Months Ended June 30, 2021

 
  

Volume

  

Yield/Rate

  

Total

 
  

(In thousands)

 

Increase (decrease) in interest and loan fee income:

            

Investment securities:

            

Taxable

 $8,639  $296  $8,935 

Tax-exempt (1)

  (1,965)  96   (1,869)

Total investments (1)

  6,674   392   7,066 

Loans:

            

Taxable:

            

PPP loans

  (3,912)  840   (3,072)

Other

  (1,464)  225   (1,239)

Total taxable

  (5,376)  1,065   (4,311)

Tax-exempt (1)

  (82)  5   (77)

Total loans (1)

  (5,458)  1,070   (4,388)

Total interest-bearing cash

  131   1,953   2,084 

Total increase in interest and loan fee income (1)

  1,347   3,415   4,762 

Increase (decrease) in interest expense:

            

Deposits:

            

Savings and interest-bearing transaction

  73   (18)  55 

Time less than $100,000

  (6)  4   (2)

Time $100,000 or more

  (14)  (51)  (65)

Total interest-bearing deposits

  53   (65)  (12)

Short-term borrowed funds

  12   4   16 

Total increase (decrease) in interest expense

  65   (61)  4 

Increase in net interest and loan fee income (1)

 $1,282  $3,476  $4,758 

 

(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 during each of the periods presented.

The Company provided no provision for credit losses in the second quarter and first six months of 2022, and the second quarter 2021, based on Management’s estimate of credit losses over the remaining life of its loans and investments. 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.

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- 39 -

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.

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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.

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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.”

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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.

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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.

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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.

Noninterest Income

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

  

For the Three Months

  

For the Six Months

 
  

Ended June 30,

 
  

2022

  

2021

  

2022

  

2021

 
  

(In thousands)

 
                 

Service charges on deposit accounts

 $3,687  $3,235  $7,269  $6,539 

Merchant processing services

  3,374   3,279   5,997   5,839 

Debit card fees

  1,709   1,791   4,581   3,392 

Trust fees

  809   827   1,652   1,628 

ATM processing fees

  469   618   920   1,219 

Other service fees

  480   491   929   960 

Financial services commissions

  118   95   235   165 

Securities gains

  -   34   -   34 

Other noninterest income

  618   662   1,257   1,445 

Total

 $11,264  $11,032  $22,840  $21,221 

Second quarter 2022 noninterest income increased $232 thousand compared with second quarter 2021. Service charges on deposit accounts increased $452 thousand in second quarter 2022 compared with the same period in 2021 due to increased fee income on overdrawn accounts and fee income on analyzed deposit accounts. The increase in second quarter 2022 compared with second quarter 2021 was partially offset by a decrease in ATM processing fees resulting from lower transaction volumes.

First six month of 2022 noninterest income increased $1.6 million compared with first six months of 2021 primarily due to a $1.2 million reconciling payment from a payments network in the first quarter 2022. Service charges on deposit accounts increased $730 thousand in the first six month of 2022 compared with the same period in 2021 due to increased fee income on overdrawn accounts and fee income on analyzed deposit accounts. The increases in the first six months of 2022 compared with the first six months of 2021 was partially offset by a decrease in ATM processing fees resulting from lower transaction volumes.

10,54911,57610,463

Noninterest Expense

26,21024,87525,090

Income Before Income Taxes (FTE)(1)

55,45130,50854,528

Provision for Income Taxes (FTE)(1)

15,0007,89215,184

Net Income

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

Average Common Shares Outstanding

26,85926,87026,912

Average Diluted Common Shares Outstanding

26,86626,88526,924

Common Shares Outstanding at Period End

26,64826,88326,913

Per Common Share:

Basic Earnings

$1.51$0.84$1.46

Diluted Earnings

1.510.841.46

Book Value Per Common Share

24.1326.1022.37

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

945,8641,029,724964,287

Investment securities

5,548,7804,947,8465,694,280

Deposits

6,061,9236,393,4586,349,401

Shareholders' Equity

858,473776,225837,499

Period End Balances:

Assets

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

Loans

938,6281,002,514958,488

Investment securities

5,126,8334,897,1155,247,657

Deposits

5,899,3156,405,8746,225,290

Shareholders' Equity

642,925701,744602,110

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 following table summarizes the components ofefficiency 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.

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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.

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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.”

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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 periods indicated.current statutory federal tax rate.

 

  

For the Three Months

  

For the Six Months

 
  

Ended June 30,

 
  

2022

  

2021

  

2022

  

2021

 
  

(In thousands)

 
                 

Salaries and related benefits

 $11,412  $12,097  $23,332  $24,762 

Occupancy and equipment

  4,856   4,808   9,602   9,688 

Outsourced data processing services

  2,423   2,425   4,860   4,815 

Professional fees

  736   830   1,472   1,772 

Courier service

  661   567   1,243   1,071 

Amortization of identifiable intangibles

  64   68   128   137 

Other noninterest expense

  4,477   3,496   8,867   6,952 

Total

 $24,629  $24,291  $49,504  $49,197 

(2)

Net interest spread represents the average yield earned on interest-earning assets less the average rate incurred on interest-bearing liabilities.

 

Noninterest(3)

Net interest margin is computed by calculating the difference between interest income and expense, increased $338 thousand individed by the second quarter 2022 compared withaverage balance of interest-earning assets. The net interest margin is greater than the second quarter 2021. Other noninterest expense increased $981 thousand in the second quarter 2022 compared with the second quarter 2021net interest spread due to higher estimated operating lossesthe 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 limited partnership investments in low-income housing.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 increase innet interest margin is greater than the second quarter 2022 compared withnet interest spread due to the second quarter 2021 was partially offsetbenefit of noninterest-bearing demand deposits.

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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 a $685 thousand decrease in salariescalculating the difference between interest income and related benefits resulting from attrition.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.

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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 

 

- 40 -

(1)

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

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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.

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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

 

Noninterest expense increased $307 thousand in the first six months of 2022 compared with the first six months of 2021. Other noninterest expense increased $1.9 million in the first six months of 2022 compared with the first six months of 2021 primarily due to higher estimated operating losses on limited partnership investments in low-income housing. The increase in the first six months of 2022 compared with the first six months of 2021 was partially offset by a $1.4 million decrease in salaries and related benefits resulting from attrition. Professional fees decreased $300 thousand in the first six months of 2022 compared with the first six months of 2021due to lower legal fees.

Provision for Income Tax

 

The Company’s income tax provision (FTE) was $9.4$15.0 million for the secondfirst quarter 2023 compared with $7.9 million for the first quarter 2022 and $17.2$15.2 million for the six months ended June 30,fourth quarter 2022, compared with $8.7 million for the second quarter 2021 and $16.4 million for the six months ended June 30, 2021. Therepresenting effective tax rates (FTE) were 27.0% for the second quarter 2022of 27.1%, 25.9% and 26.5% for the six months ended June 30, 2022 compared with 27.7% for the second quarter 2021 and for the six months ended June 30, 2021. The lower tax rates in 2022 compared with 2021 were primarily attributable to higher estimated tax credits from limited partnership investments in low-income housing.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, and corporations, collateralized loan obligations and agency and non-agency issued mortgage backed securities, and othermortgage-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 $5.0$5.1 billion at June 30, 2022March 31, 2023 and $4.9$5.2 billion at December 31, 2021.2022. The following table lists debt securities in the Company’s portfolio by type as of the indicated dates.dates indicated. Debt securities held to maturity are listed at amortized cost before related reserve for expected credit losses of $7 thousand.$1 thousand at March 31, 2023 and December 31, 2022. Debt securities available for sale are listed at fair value.

 

 

At June 30, 2022

  

At December 31, 2021

  

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

  

Carrying Value

  

As a percent of total investment securities

  

Carrying Value

  

As a percent of total investment securities

 
 

($ in thousands)

  

($ in thousands)

 

Securities of U.S. Government sponsored entities

 $290,725  2% $-  -% $297,140  6% $290,853  6%

Agency mortgage-backed securities

 453,235  8% 559,358  11%

Agency residential mortgage-backed securities ("MBS")

 374,084  7% 390,900  7%

Obligations of states and political subdivisions

 225,911  4% 251,933  5% 170,439  3% 171,212  3%

Corporate securities

 2,478,169  45% 2,746,735  56% 2,742,793  54% 2,821,809  54%

Collateralized loan obligations

 1,601,333  41% 1,386,355  28%  1,542,377   30%  1,572,883   30%

Other

  102   -%  877   -%

Total

 $5,049,475   100% $4,945,258   100% $5,126,833   100% $5,247,657   100%
          

Debt securities available for sale

 $4,607,114     $4,638,855     $4,217,513     $4,331,743    

Debt securities held to maturity

  442,361      306,403      909,320      915,914    

Total

 $5,049,475     $4,945,258     $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 June 30, 2022,March 31, 2023, substantially all of the Company’s investment securities were investment grade as rated by one or more major rating agencies.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.

 

- 41 -

The Company had no marketable equity securities at June 30, 2022March 31, 2023 and December 31, 2021.2022.

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39

 

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

 

 

Corporate securities

  

Corporate securities

 
 

At June 30, 2022

  

At December 31, 2021

  

At March 31, 2023

  

At December 31, 2022

 
 

Amortized

 

Fair

 

Amortized

 

Fair

  

Amortized

 

Fair

 

Amortized

 

Fair

 
 

Cost

  

Value

  

Cost

  

Value

  

Cost

  

Value

  

Cost

  

Value

 
 

(In thousands)

  

(In thousands)

 

Debt securities available for sale

 $2,544,918  $2,296,853  $2,692,792  $2,746,735  $2,286,050  $2,019,240  $2,406,566  $2,099,955 

Debt securities held to maturity

  181,316   182,732   -   -   723,553   696,136   721,854   687,406 

Total corporate securities

 $2,726,234  $2,479,585  $2,692,792  $2,746,735  $3,009,603  $2,715,376  $3,128,420  $2,787,361 

 

The following table summarizes total corporate securities by credit rating:

 

 

At June 30, 2022

  

At December 31, 2021

  

At March 31, 2023

  

At December 31, 2022

 
 

Market value

  

As a percent of total corporate securities

  

Market value

  

As a percent of total corporate securities

  

Fair value

  

As a percent of total corporate securities

  

Fair value

  

As a percent of total corporate securities

 
 

($ in thousands)

  

($ in thousands)

 

AAA

 $20,803  1% $21,400  1% $20,788  1% $20,667  1%

AA+

 19,906  1% 20,479  1% 19,963  1% 19,840  1%

AA

 19,356  1% 19,781  1% 19,346  1% 19,234  1%

AA-

 112,592  4% 105,373  4% 72,055  3% 110,552  4%

A+

 91,851  4% 128,325  5% 229,071  8% 255,381  9%

A

 478,291  19% 539,062  19% 492,302  18% 503,437  18%

A-

 574,342  23% 628,089  23% 699,645  26% 695,865  25%

BBB+

 757,483  31% 797,860  29% 822,264  30% 821,102  29%

BBB

 404,961  16% 474,648  17% 300,799  11% 304,957  11%

BBB-

  -   -%  11,718   -%  39,143   1%  36,326   1%

Total Corporate securities

 $2,479,585   100% $2,746,735   100%

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 June 30, 2022

  

At December 31, 2021

  

At March 31, 2023

  

At December 31, 2022

 
 

Market value

  

As a percent of total corporate securities

  

Market value

  

As a percent of total corporate securities

  

Fair value

  

As a percent of total corporate securities

  

Fair value

  

As a percent of total corporate securities

 
 

($ in thousands)

  

($ in thousands)

 

Financial

 $1,288,196  52% $1,421,317  52% $1,509,958  56% $1,539,361  55%

Utilities

 291,296  11% 285,016  10%

Industrial

 225,792  9% 217,065  8% 223,431  8% 237,554  9%

Utilities

 213,041  9% 208,522  7%

Consumer, Non-cyclical

 194,197  8% 271,069  10% 168,374  6% 173,736  6%

Communications

 144,770  6% 161,537  6% 165,406  6% 162,270  6%

Technology

 118,032  5% 127,853  5% 102,984  4% 101,255  4%

Basic Materials

 100,201  4% 98,072  4%

Consumer, Cyclical

 105,804  4% 125,686  4% 85,348  3% 103,666  4%

Basic Materials

 101,528  4% 114,964  4%

Energy

  88,225   3%  98,722   4%  68,378   2%  86,431   3%

Total Corporate securities

 $2,479,585   100% $2,746,735   100%

Total corporate securities

 $2,715,376   100% $2,787,361   100%

 

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- 42 -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 June 30, 2022

  

At March 31, 2023

  

At December 31, 2022

 
 

Market value

  

As a percent of total corporate securities

  

Fair value

  

As a percent of total corporate securities

  

Fair value

  

As a percent of total corporate securities

 
 

($ in thousands)

  

($ in thousands)

 

United States of America

 $1,826,707  74% $1,923,376  71% $1,997,328  72%

Canada

 195,474  7% 192,475  7%

Japan

 165,701  6% 161,804  6%

United Kingdom

 177,530  7% 160,652  6% 171,819  6%

Japan

 168,326  7%

Switzerland

 92,436  4% 89,384  3% 86,396  3%

France

 90,341  4% 88,612  3% 87,781  3%

Netherlands

 34,512  1% 34,027  1% 33,216  1%

Canada

 31,710  1%

Australia

 24,206  1% 24,460  1% 23,870  1%

Belgium

 20,802  1% 20,819  1% 20,243  1%

Germany

  13,015   -%  12,871   1%  12,429   -%

Total Corporate securities

 $2,479,585   100%

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 $1.6$1.5 billion (fair value) in collateralized loan obligations at June 30, 2022,March 31, 2023, consist of investments in 170147 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 June 30, 2022

 
  

Amortized

  

Fair

 
  

Cost

  

Value

 
  

(In thousands)

 

AAA

 $540,338  $538,738 

AA

  1,066,826   1,062,595 

Total

 $1,607,164  $1,601,333 

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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 

 

- 43 -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 June 30, 2022,March 31, 2023, the Company’s investment securities portfolios included securities issued by 178142 state and local government municipalities and agencies located within 3332 states. The largest exposure to any one municipality or agency was $6.9$4.8 million (fair value) represented by fourtwo general obligation bonds.

 

 

At June 30, 2022

  

At March 31, 2023

 
 

Amortized

 

Fair

  

Amortized

 

Fair

 
 

Cost

  

Value

  

Cost

  

Value

 
 

(In thousands)

  

(In thousands)

 

Obligations of states and political subdivisions:

  

General obligation bonds:

  

California

 $47,781  $47,721  $34,478  $34,288 

Washington

 13,393  13,348  11,418  11,403 

Texas

 10,728  10,586  8,228  8,159 

Arizona

 8,720  8,776 

Massachusetts

 8,489  8,394  8,183  8,135 

Other (24 states)

  78,283   77,306 

Michigan

 7,106  7,025 

Minnesota

 6,632  6,573 

Other (22 states)

  56,033   55,512 

Total general obligation bonds

 $167,394  $166,131  $132,078  $131,095 
  

Revenue bonds:

  

California

 $14,894  $14,623  $13,909  $13,698 

Kentucky

 7,613  7,638  7,602  7,583 

Virginia

 7,563  7,567  3,675  3,654 

Colorado

 6,156  6,177  3,156  3,148 

Indiana

 5,739  5,742 

Utah

 3,117  3,120 

Other (10 states)

  15,189   15,218 

Washington

 2,070  2,071 

Other (8 states)

  9,016   9,019 

Total revenue bonds

  60,271   60,085  $39,428  $39,173 

Total obligations of states and political subdivisions

 $227,665  $226,216  $171,506  $170,268 

 

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- 44 -42

 

At December 31, 2021,2022, the Company’s investment securities portfolios included securities issued by 197142 state and local government municipalities and agencies located within 3332 states. The largest exposure to any one municipality or agency was $7.4$4.8 million (fair value) represented by fivethree general obligation bonds.

 

 

At December 31, 2021

  

At December 31, 2022

 
 

Amortized

 

Fair

  

Amortized

 

Fair

 
 

Cost

  

Value

  

Cost

  

Value

 
 

(In thousands)

  

(In thousands)

 

Obligations of states and political subdivisions:

  

General obligation bonds:

  

California

 $48,332  $49,829  $34,621  $34,252 

Washington

 13,460  13,924  11,445  11,332 

Texas

 11,653  12,024  8,561  8,405 

Other (27 states)

  110,722   114,132 

Massachusetts

 8,214  8,073 

Michigan

 7,126  7,017 

Other (23 states)

  63,818   62,679 

Total general obligation bonds

 $184,167  $189,909  $133,785  $131,758 
  

Revenue bonds:

  

California

 $14,912  $15,208  $13,917  $13,620 

Kentucky

 8,846  9,093  7,605  7,556 

Virginia

 7,576  7,809  3,684  3,618 

Colorado

 6,158  6,241  3,155  3,124 

Indiana

 5,747  5,821 

Other (12 states)

  20,714   20,934 

Washington

 2,070  2,068 

Other (8 states)

  9,016   9,003 

Total revenue bonds

  63,953   65,106  $39,447  $38,989 

Total obligations of states and political subdivisions

 $248,120  $255,015  $173,232  $170,747 

 

At June 30, 2022March 31, 2023 and December 31, 2021,2022, 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 1311 revenue sources at June 30, 2022March 31, 2023 and 14 revenue sources at December 31, 2021.2022. The revenue sources that represent 5% or more individually of the total revenue bonds are summarized in the following tables.

 

 

At June 30, 2022

  

At March 31, 2023

 
 

Amortized

 

Fair

  

Amortized

 

Fair

 
 

Cost

  

Value

  

Cost

  

Value

 
 

(In thousands)

  

(In thousands)

 

Revenue bonds by revenue source:

  

Water

 $10,124  $10,158  $6,106  $6,118 

Lease (renewal)

 5,587  5,561 

Sewer

 8,490  8,471  5,509  5,519 

Lease (appropriation)

 4,555  4,544 

Special Assessment

 4,080  3,854 

Lease (abatement)

 3,698  3,695 

Sales tax

 8,186  8,205  3,185  3,186 

Lease (abatement)

 6,903  6,904 

Lease (renewal)

 5,737  5,747 

Lease (appropriation)

 4,560  4,568 

Intergovernmental Agreement

 3,863  3,883 

Special Assessment

 4,080  3,815 

Other (5 sources)

  8,328   8,334 

Appropriations

 1,978  1,960 

Other (3 sources)

  4,730   4,736 

Total revenue bonds by revenue source

 $60,271  $60,085  $39,428  $39,173 

 

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- 45 -43

 

 

At December 31, 2021

  

At December 31, 2022

 
 

Amortized

 

Fair

  

Amortized

 

Fair

 
 

Cost

  

Value

  

Cost

  

Value

 
 

(In thousands)

  

(In thousands)

 

Revenue bonds by revenue source:

  

Water

 $10,123  $10,222  $6,105  $6,115 

Lease (renewal)

 5,590  5,536 

Sewer

 8,525  8,828  5,523  5,480 

Sales tax

 8,203  8,304 

Lease (renewal)

 6,969  7,175 

Lease (abatement)

 6,922  7,010 

Lease (appropriation)

 4,564  4,618  4,556  4,518 

Special Assessment

 4,080  4,197  4,080  3,788 

Intergovernmental Agreement

 3,860  3,926 

Other (6 sources)

  10,707   10,826 

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

 $63,953  $65,106  $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.

 

During 2020 and the first six months of 2021, the Bank processed customer PPP loan applications pursuant to the CARES Act. The United States Small Business Administration guarantees PPP loans; given this guarantee, the PPP loans are not considered to have default risk and do not carry an allowance for credit losses. The outstanding balances of PPP loans, net of deferred fees and costs, were $15 million at June 30, 2022.

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 organizationorganizational 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.

- 46 -

 

 

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

 

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

 

Nonperforming Loans

            
  

At June 30,

  

At December 31,

 
  

2022

  

2021

  

2021

 
  

(In thousands)

 
             

Nonperforming nonaccrual loans

 $12  $652  $265 

Performing nonaccrual loans

  235   3,564   427 

Total nonaccrual loans

  247   4,216   692 

Accruing loans 90 or more days past due

  614   167   339 

Total nonperforming loans

 $861  $4,383  $1,031 
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 June 30, 2022,March 31, 2023, nonaccrual loans consisted of four loans with a totalan average carrying value of $247$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 June 30,

 

At December 31,

 
 

2022

  

2021

  

At March 31,

 

At December 31,

 
 

(In thousands)

  

2023

  

2022

 
  

(In thousands)

 

Allowance for Credit Losses on Loans

 $22,313  $23,514  $19,509  $20,284 

Allowance for Credit Losses on Held to Maturity Debt Securities

  7   7   1   1 

Total Allowance for Credit Losses

 $22,320  $23,521  $19,510  $20,285 
  

Allowance for unfunded credit commitments

 $201  $201  $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. 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 June 30, 2022, no credit loss allowance was assigned to corporate securities held to maturity. Allowance for credit losses related to debt securities held to maturity was $7$1 thousand related to municipal securities at June 30, 2022March 31, 2023 and at December 31, 2021,2022, reflecting the expected credit losses on debt securities held to maturity.

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- 47 -

 

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.

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46

 

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

 

 

For the Three Months

 

For the Six Months

  

For the Three Months Ended

 
 

Ended June 30,

  

March 31,

 

December 31,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

  

2022

 
 

($ in thousands)

  

(In thousands)

 

Analysis of the Allowance for Loan Losses/Credit Losses

 

Analysis of the Allowance for Credit Losses on Loans

 

Balance, beginning of period

 $22,925  $23,483  $23,514  $23,854  $20,284  $23,514  $21,218 

Provision for credit losses

 -  -  -  - 

Loans charged off

 

(Reversal of) provision for credit losses

 (1,550) -  6 

Loans charged off:

 

Commercial

 (20) -  (20) -  (148) -  - 

Consumer installment and other

  (1,393)  (331)  (2,605)  (1,260)  (1,891)  (1,212)  (1,683)

Total chargeoffs

  (1,413)  (331)  (2,625)  (1,260)  (2,039)  (1,212)  (1,683)

Recoveries of loans previously charged off

 

Recoveries of loans previously charged off:

 

Commercial

 39  75  263  88  2,165  224  41 

Commercial real estate

 17  12  32  24  15  15  16 

Consumer installment and other

  745   498   1,129   1,031   634   384   686 

Total recoveries

  801   585   1,424   1,143   2,814   623   743 

Net loan (losses) recoveries

  (612)  254   (1,201)  (117)

Net recoveries (chargeoffs)

  775   (589)  (940)

Balance, end of period

 $22,313  $23,737  $22,313  $23,737  $19,509  $22,925  $20,284 
  

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

 0.24% (0.08)% 0.24% 0.02%

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 isare 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.

 

  

Allowance for Credit Losses

 
  

For the Three Months Ended June 30, 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

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

Provision (reversal)

  202   (576)  96   (13)  291   - 

Chargeoffs

  (20)  -   -   -   (1,393)  (1,413)

Recoveries

  39   17   -   -   745   801 

Total allowance for credit losses

 $6,536  $5,916  $96  $35  $9,730  $22,313 

  

Allowance for Credit Losses

 
  

For the Six Months Ended June 30, 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

  (673)  (645)  94   (10)  1,234   - 

Chargeoffs

  (20)  -   -   -   (2,605)  (2,625)

Recoveries

  263   32   -   -   1,129   1,424 

Total allowance for credit losses

 $6,536  $5,916  $96  $35  $9,730  $22,313 

- 48 -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 $22.3$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 June 30, 2022.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 of financial instruments.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 composition simulation, cash flows are assumed redeployed into like financial instruments at prevailing rates and yields, except cash flows from PPP loans are reinvested into interest-bearing cash.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 June 30, 2022, dependingMarch 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 June 30, 2022,March 31, 2023, Management’s most recent measurements of estimated changes in net interest income were:

 

Dynamic Simulation (balance sheet composition changes):

Dynamic Simulation (balance sheet composition changes):

Assumed Change in Interest Rates Over 1 Year

-1.00%  +1.00%+2.00%

First Year Change in Net Interest Income

  +4.703.1%  +9.202.1%

Static Simulation (balance sheet composition unchanged):

Static Simulation (balance sheet composition unchanged):

Assumed Immediate Change in Interest Rates

-1.00%  +1.00%+2.00%

First Year Change in Net Interest Income

  +12.80-5.6%  +24.96.3%

- 49 -

 

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.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 or borrowing in the wholesale markets.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 six monthsfirst quarter ended June 30, 2022March 31, 2023 and in the year ended December 31, 2021.2022. 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. The Bank's investmentAt 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 portfolio provides a substantial secondary sourceas 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 liquidity. The Bank held $5.0 billionbusiness, the Company pledges debt securities as collateral for certain depository customers; at March 31, 2023, the Company had pledged $686,533 thousand in total investmentdebt 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 June 30, 2022. Under certain deposit, borrowingthe Federal Reserve Bank. During the three months ended March 31, 2023, the Company’s average borrowings from the Federal Reserve Bank and other arrangements,correspondent banks were $1 thousand, and at March 31, 2023, the Company’s borrowings from the Federal Reserve Bank must hold and pledge investmentother correspondent banks were $-0- thousand. At March 31, 2023, the Company’s unpledged collateral qualifying debt securities as collateral. At June 30, 2022, such collateral requirements totaled approximately $1.0 billion.$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.

 

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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 $23$11 million in the six months ended June 30, 2022first quarter 2023  and $44$45 million in the year ended December 31, 20212022 and retire common stock in the amounts of $218 thousand$14 million and $232$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”) has been 12.4%was annualized 19.1% for the six months ended June 30, 2022first quarter 2023 and 11.5%15.2% for the year ended December 31, 2021.2022. The Company also raises capital as employees exercise stock options. Capital raised through the exercise of stock options was $1.4 million in the six months ended June 30, 2022 and $3.0$2.3 million in the year ended December 31, 2021.2022.

 

The Company paid common dividends totaling $23$11 million in the six monthsquarter ended June 30, 2022March 31, 2023 and $44$45 million in the year ended December 31, 2021,2022, which represent dividends per common share of $0.84$0.42 and $1.65,$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 six months ended June 30, 2022 and 4 thousand shares valued at $232 thousand in the year ended December 31, 2021.2022.

 

The Company's primary capital resource is shareholders' equity, which was $617$643 million at June 30, 2022March 31, 2023 compared with $827$602 million at December 31, 2021.2022. The Company's ratio of equity to total assets was 8.5%9.6% at June 30, 2022March 31, 2023 and 11.1%8.7% at December 31, 2021.2022.

 

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.

 

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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

        

To Be

 
       

Well-capitalized

        

Well-capitalized

 
     

Required for

 

Under Prompt

      

Required for

 

Under Prompt

 
 

At June 30, 2022

  

Capital Adequacy

 

Corrective Action

  

At March 31, 2023

  

Capital Adequacy

 

Corrective Action

 
 

Company

  

Bank

  

Purposes

  

Regulations (Bank)

  

Company

  

Bank

  

Purposes

  

Regulations (Bank)

 
          

Common Equity Tier I Capital

 14.88% 12.07% 7.00% 6.50% 16.05% 13.63% 7.00% 6.50%

Tier I Capital

 14.88% 12.07% 8.50% 8.00% 16.05% 13.63% 8.50% 8.00%

Total Capital

 15.37% 12.70% 10.50% 10.00% 16.47% 14.18% 10.50% 10.00%

Leverage Ratio

 9.90% 8.00% 4.00% 5.00% 10.77% 9.11% 4.00% 5.00%

 

       

To Be

        

To Be

 
       

Well-capitalized

        

Well-capitalized

 
     

Required for

 

Under Prompt

      

Required for

 

Under Prompt

 
 

At December 31, 2021

  

Capital Adequacy

 

Corrective Action

  

At December 31, 2022

  

Capital Adequacy

 

Corrective Action

 
 

Company

  

Bank

  

Purposes

  

Regulations (Bank)

  

Company

  

Bank

  

Purposes

  

Regulations (Bank)

 
          

Common Equity Tier I Capital

 14.93% 12.48% 7.00% 6.50% 15.22% 12.37% 7.00% 6.50%

Tier I Capital

 14.93% 12.48% 8.50% 8.00% 15.22% 12.37% 8.50% 8.00%

Total Capital

 15.47% 13.17% 10.50% 10.00% 15.64% 12.93% 10.50% 10.00%

Leverage Ratio

 9.06% 7.55% 4.00% 5.00% 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;framework. The Company and the Bank expectexpects 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 June 30, 2022.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 June 30, 2022March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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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, 20212022 includes detailed disclosure about the risks faced by the Company’s business;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 haveof 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 materially changed sincecurrently expect or intend to sell these securities, if the Form 10-K was filed.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)

(a) None

 

(b)

(b) None

 

(c)

(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 June 30, 2022.March 31, 2023.

 

2022

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)

April 1 through April 30

-$--1,747

May 1 through May 31

---1,747

June 1 through June 30

---1,747

Total

-$--1,747
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.

 

No sharesShares were repurchased during the period from AprilJanuary 1, 20222023 through June 30, 2022. AMarch 31, 2023 pursuant to a share repurchase program that was approved by the Board of Directors on July 22, 202128, 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, 2022.2023.

 

Item 3. Defaults upon Senior Securities

 

None

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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. 104

The Cover page of Westamerica Bancorporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022,March 31, 2023, formatted in Inline XBRL (contained in Exhibit 101)

 

[The remainder of this page intentionally left blank]

 

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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/ Jesse Leavitt                                                           

/s/ John “Robert” Thorson

Jesse LeavittJohn “Robert” Thorson

Senior Vice President and Chief Financial Officer

(Principal Financial and Chief Accounting Officer)

Date: May 9, 2023

Date: August 8, 2022

 

 

 

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