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WABC > SEC Filings for WABC > Form 10-Q on 30-Oct-2009All Recent SEC Filings

Show all filings for WESTAMERICA BANCORPORATION | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for WESTAMERICA BANCORPORATION


30-Oct-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Westamerica Bancorporation and subsidiaries (the "Company") reported third quarter 2009 net income applicable to common equity of $23.8 million or $0.81 diluted earnings per common share compared with net income applicable to common equity of $44 thousand or $-0.00- diluted earnings per common share for the same period of 2008. In the third quarter 2009, the Company completed systems conversions and branch consolidations related to the purchase of assets and assumption of liabilities of the former County Bank ("County"), which resulted in reduced expense levels. During the third quarter 2009, the Company redeemed $42 million in preferred stock requiring accelerated discount accretion of $538 thousand, which reduced diluted earnings per common share "EPS" $0.02. Also, during the same quarter, the Company eliminated $587 thousand in tax reserves due to a lapse in the statute of limitations, which reduced tax provisions and increased EPS $0.02.
In the third quarter of 2008, the Company recognized a $24 million after-tax or $0.81 diluted earnings per common share charge for securities losses and "other than temporary" impairment of Federal Home Loan Mortgage Corporation ("FHLMC") and Federal National Mortgage Association ("FNMA") preferred stock held in its available for sale investment portfolio. Additionally, the Company reduced its tax provision by approximately $1 million primarily due to filing its 2007 federal tax return and adjusting 2007 tax estimates to actual amounts included in the filed tax return. The tax provision reduction represented $0.03 diluted earnings per common share. The adjustment primarily resulted from higher than anticipated tax credits earned on limited partnership investments providing low-income housing and housing for the elderly in Northern and Central California communities.
The Company reported net income applicable to common equity of $98.1 million or $3.35 diluted earnings per common share for the nine months ended September 30, 2009, compared with $39.0 million or $1.33 diluted earnings per common share for the same period of 2008. The first nine months of 2009 included a $48.8 million FAS 141R gain resulting from the acquisition of County Bank ("County") which increased net income by $28.3 million and earnings per diluted common share by $0.97. The first nine months of 2008 included $34 million in after-tax losses on sale and impairment in the value of FHLMC and FNMA preferred stock, $4.7 million in after-tax benefits from Visa's initial public offering and $2.3 million in reduced expenses as known litigation contingencies were satisfied as a part of the VISA IPO, which combined to reduce net income by $27 million and earnings per diluted common share by $0.92. Results for this period also included the approximate $1.0 million reduction in the Company's tax provision primarily due to filing its 2007 federal tax return, which increased diluted earnings per common share by $0.03.
Acquisition
On February 6, 2009, Westamerica Bank ("Bank") acquired the banking operations of County from the Federal Deposit Insurance Corporation ("FDIC"). The Bank acquired approximately $1.62 billion of assets and assumed $1.58 billion of liabilities. The Bank and the FDIC entered loss sharing agreements regarding future losses incurred on loans and foreclosed loan collateral existing at February 6, 2009. Under the terms of the loss sharing agreements, the FDIC will absorb 80 percent of losses and share in 80 percent of loss recoveries on the first $269 million of losses, and absorb 95 percent of losses and share in 95 percent of loss recoveries on losses exceeding $269 million. The term for loss sharing on residential real estate loans is ten years, while the term for loss sharing on non-residential real estate loans is five years in respect to losses and eight years in respect to loss recoveries. The County Bank acquisition was accounted for under the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations. The Company recorded a "bargain purchase" gain totaling $48.8 million resulting from the acquisition, which is a component of noninterest income on the statement of income. The amount of the gain is equal to the amount by which the fair value of assets purchased exceeded the fair value of liabilities assumed. See Note 3 of the Notes to unaudited Consolidated Financial Statements for additional information regarding the acquisition.

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Table of Contents

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

                                            Three months ended                Nine months ended
                                              September 30,                     September 30,
                                          2009             2008             2009             2008
                                                   (In thousands, except per share data)
Net interest income (FTE)              $    61,593      $    48,693      $   183,270      $   146,407
Provision for loan losses                   (2,800 )           (600 )         (7,200 )         (1,800 )
Noninterest income (loss)                   15,961          (27,499 )         96,315          (11,963 )
Noninterest expense                        (35,151 )        (25,203 )       (107,940 )        (74,596 )
Income tax (provision) benefit
(FTE)                                      (14,346 )          4,653          (63,180 )        (19,023 )


Net income                             $    25,257      $        44      $   101,265      $    39,025


Net income applicable to common
equity                                 $    23,791      $        44      $    98,114      $    39,025


Average diluted common shares               29,429           29,273           29,313           29,292

Diluted earnings per common share      $      0.81      $      0.00      $      3.35      $      1.33

Average total assets                   $ 5,072,866      $ 4,137,232      $ 5,113,359      $ 4,275,657
Net income applicable to common
equity to average total assets
(annualized)                                  1.86 %           0.00 %           2.57 %           1.22 %

Net income applicable to common
equity to average common
stockholders' equity (annualized)            19.68 %           0.04 %          28.38 %          12.83 %

County was acquired from the FDIC on February 6, 2009. Net income applicable to common equity for the third quarter of 2009 was $23.7 million more than the same quarter of 2008, largely attributable to a $24 million after-tax FHLMC and FNMA preferred stock loss on sale and impairment charge in the third quarter of 2008, higher net interest income (FTE) and higher service fee income on deposit accounts, partially offset by higher provision for loan losses, higher noninterest expense and an increase in income tax provision (FTE). A $12.9 million or 26.5% increase in net interest income (FTE) was mostly attributed to growth in average balances of loans due to the acquisition, lower rates paid on interest-bearing liabilities and lower average balances of borrowings, partially offset by lower yields on earning assets and higher average balances of interest-bearing deposits and lower average balances of investments. The provision for loan losses increased $2.2 million, reflecting Management's evaluation of losses inherent in the loan portfolio not covered by loss-sharing agreements with the FDIC. Noninterest income rose by $43.5 million mainly due to higher service charges on deposit accounts and because the third quarter of 2008 included securities losses and impairment charge of $41.2 million. Noninterest expense increased $9.9 million mostly due to acquisition-related increases in salaries and related benefits, occupancy and equipment expenses and higher FDIC insurance assessments and amortization of intangibles. The provision for income taxes (FTE) increased $19.0 million primarily due to higher profitability and because the third quarter of 2008 included the $17.3 million tax benefit on the investment security losses on sale and impairment charge.
Comparing the first nine months of 2009 to the first nine months of 2008, net income applicable to common equity increased $59.1 million, due to the FAS 141R gain, higher net interest income (FTE), higher service charges on deposit accounts and the 2008 securities losses and impairment charges, partially offset by increases in the provision for loan losses, noninterest expense and income tax provision (FTE) and the 2008 gain on sale of Visa common stock and reversal of noninterest expense related to Visa litigation contingencies. The higher net interest income (FTE) was mainly caused by higher average loans, lower rates paid on interest-bearing deposits and lower average balances of borrowings, partially offset by lower yields on loans, lower average investments and higher average balances of interest-bearing deposits. The provision for loan losses increased $5.4 million to reflect Management's assessment of losses inherent in the loan portfolio not covered by loss-sharing agreements with the FDIC. Noninterest income increased $108.3 million largely due to the FAS 141R gain, higher service charges on deposit accounts due to assumed deposits and the securities losses in the first nine months of 2008, partially offset by the gain on Visa common stock in the first quarter of 2008. The income tax provision (FTE) increased $44.2 million primarily due to the FAS 141R gain, and higher profitability and securities losses in the first nine months of 2008, partially offset by an increase related to the gain on sale of Visa common stock in the first nine months of 2008.

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Table of Contents

Net Interest Income
Following is a summary of the components of net interest income for the periods
indicated:

                                               Three months ended                Nine months ended
                                                 September 30,                     September 30,
                                             2009             2008             2009             2008
                                                                  (In thousands)

Interest and fee income                   $    61,196      $    50,975      $   183,453      $   159,024
Interest expense                               (4,500 )         (7,438 )        (15,078 )        (28,651 )
FTE adjustment                                  4,897            5,156           14,895           16,034


Net interest income (FTE)                 $    61,593      $    48,693      $   183,270      $   146,407


Average earning assets                    $ 4,470,851      $ 3,745,058      $ 4,541,596      $ 3,878,972

Net interest margin (FTE) (annualized)           5.48 %           5.19 %           5.39 %           5.04 %

At September 30, 2009, FDIC covered loans represented 29 percent of the Company's loan portfolio. Under the terms of the FDIC loss-sharing agreements, the FDIC is obligated to reimburse the Bank 80 percent of loan interest income foregone on covered loans. Such reimbursements are limited to the lesser of 90 days contractual interest or actual unpaid contractual interest at the time a principal loss is recognized in respect to the underlying loan. The Bank includes estimated FDIC reimbursable loan interest income in income in the period such loan interest would be recognized if the borrower were in compliance with the contractual terms of the loan.
Net interest income (FTE) increased during the third quarter of 2009 by $12.9 million or 26.5% from the same period in 2008 to $61.6 million, mainly due to higher average balances of loans (up $849.1 million), lower rates paid on interest-bearing liabilities (down 61 basis points ("bp")) and lower average balances of borrowings (down $171.5 million), partially offset by lower yields on loans (down 21 bp) and higher average balances of interest-bearing deposits (up $778.9 million), and lower average balances of investments (down $123.3 million).
Comparing the first nine months of 2009 with the corresponding period of 2008, net interest income (FTE) increased $36.9 million or 25.2%, primarily due to a higher volume of average loans (up $817.9 million), lower rates paid on interest-bearing liabilities (down 83 bp) and lower average balances of borrowings (down $167.8 million), partially offset by lower yields on loans (down 35 bp), higher average balances of interest-bearing deposits (up $739.0 million) and lower average balances of investments (down $155.3 million). Interest and Fee Income
Interest and fee income (FTE) for the third quarter of 2009 increased $10.0 million or 17.7% from the same period in 2008. The increase was caused primarily by higher average balances of loans (up $849.1 million), partially offset by lower yields on loans (down 21 bp) and lower average balances of investments (down $123.3 million).
The growth in the average earning assets in the third quarter of 2009 compared with the same period in 2008 was substantially attributable to the acquisition of County loans from the FDIC. The average balance of such loans for the third quarter of 2009 was $974.1 million. The growth in average balances of loans were mainly due to increases in the average balance of commercial real estate loans (up $483.5 million), taxable commercial loans (up $319.9 million), and other consumer loans (up $119.6 million), partially offset by a $21.5 million decline in average tax-exempt commercial loans, a $37.8 million decline in average residential real estate loans and a $20.3 million decline in indirect automobile loans. The acquired County loan portfolio did not contain significant volumes of tax-exempt commercial loans or residential real estate loans. The average investment portfolio decreased $123.3 million largely due to declines in average balances of U.S. government sponsored entity obligations (down $94.7 million), municipal securities (down $15.8 million) and a $42.9 million decline in average balances of FHLMC and FNMA stock resulting from impairment charges in the second, third and fourth quarters of 2008, partially offset by a $21.7 million increase in the average balance of mortgage backed securities and collateralized mortgage obligations which were purchased from the FDIC as a part of the County acquisition. The Bank has not been actively purchasing investment securities in the current environment. The resulting liquidity has been applied to reduce high-cost and interest-sensitive funding sources.

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Table of Contents

The average yield on the Company's earning assets decreased from 5.98% in the third quarter 2008 to 5.88% in the corresponding period of 2009. The composite yield on loans fell 21 bp to 6.03% due to decreases in yields on taxable commercial loans (down 104 bp), commercial real estate loans (down 33 bp), real estate construction loans (down 261 bp) and residential real estate loans (down 13 bp), partially offset by a 16 bp increase in yields on consumer loans. The investment portfolio yield decreased 2 bp to 5.47%, mainly due to a 363 bp decrease in the average yield on corporate and other securities which was affected primarily by suspended dividends on FHLMC and FNMA preferred stock. Comparing the first nine months of 2009 with the comparable period of 2008, interest and fee income (FTE) was up $23.3 million or 13.3%. The increase largely resulted from a higher volume of average loans due to the County acquisition, partially offset by lower yields on loans and lower average balances of investments.
Average earning assets increased $662.6 million or 17.1% for the first nine months of 2009 compared with the same period of 2008 due to the County acquisition. A $817.9 million increase in the average balance of the loan portfolio was attributable to increases in average balances of commercial real estate loans (up $447.8 million), taxable commercial loans (up $328.1 million) and consumer loans (up $96.5 million), partially offset by a $29.0 million decrease in the average balance of residential real estate loans and a $22.7 million decrease in the average balance of tax-exempt commercial loans. The acquired County loan portfolio did not contain significant volumes of tax-exempt commercial loans or residential real estate loans. Average investments decreased by $155.3 million due to declines in the average balances of U.S. government sponsored entity obligations (down $112.6 million), municipal securities (down $17.5 million) and a $55.3 million decline in average balances of FHLMC and FNMA stock resulting from the impairment charge in the second, third and fourth quarters of 2008, partially offset by a $22.4 million increase in the average balance of mortgage backed securities and collateralized mortgage obligations. The Bank has not been actively purchasing investment securities in the current environment. The resulting liquidity has been applied to reduce high-cost and interest-sensitive funding sources.
The average yield on earning assets for the first nine months of 2009 was 5.83% compared with 6.02% in the corresponding period of 2008. The loan portfolio yield for the first nine months of 2009 compared with the previous quarter was lower by 35 bp, due to decreases in yields on taxable commercial loans (down 155 bp), commercial real estate loans (down 49 bp) and real estate construction loans (down 295 bp), partially offset by consumer loans (up 15 bp) and tax-exempt commercial loans (up 10 bp). The investment portfolio yield decreased by 5 bp. The decrease resulted from an 11 bp decline in yields on mortgage backed securities and collateralized mortgage obligations and a 494 bp decline in yields on corporate and other securities which was affected primarily by suspended dividends on FHLMC and FNMA preferred stock, partially offset by higher yields on U.S. government sponsored entity obligations (up 28 bp). Interest Expense
Interest expense in the third quarter of 2009 decreased $2.9 million compared with the same period in 2008. The decrease was attributable to lower rates paid on the interest-bearing liabilities, lower balances of borrowings and higher levels of shareholders' equity, partially offset by higher average interest-bearing deposits. The average rate paid on interest-bearing liabilities decreased from 1.19% in the third quarter of 2008 to 0.58% in the same quarter of 2009. Rates paid on most interest-bearing liabilities moved with general market conditions. Rates on interest-bearing deposits decreased 53 bp to 0.47% primarily due to decreases in rates paid on CDs over $100 thousand (down 108 bp) , CDs less than $100 thousand (down 180 bp) and preferred money market savings (down 87 bp). Rates on short-term borrowings also decreased 59 bp mostly due to lower rates on federal funds purchased (down 180 bp) and sweep accounts (down 35 bp). Average interest-bearing liabilities rose by $607.4 million or 24.4% for the third quarter of 2009 over the same period of 2008 primarily through acquisition. Interest-bearing deposits grew $778.9 million primarily due to increases in CDs less than $100 thousand (up $298.4 million), CDs over $100 thousand (up $97.3 million), money market checking accounts (up $169.1 million), money market savings (up $148.9 million) and regular savings (up $81.5 million). Offsetting the increase were decreases in average balances of short-term borrowings (down $162.8 million) and long-term debt (down $8.6 million). Average short-term borrowings decreased due to a $341.5 million decline in the average balance of federal funds purchased, partially offset by FHLB advances assumed through the County acquisition averaging $86.2 million and a $95.2 million increase in average balances of repurchase agreements due to the County acquisition.

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Comparing the first nine months of 2009 with the same period of 2008, interest expense decreased $13.6 million, due to lower rates paid, lower average balances of borrowing and higher levels of shareholders' equity, offset in part by higher average balances of interest-bearing deposits. Average interest-bearing liabilities during the first nine months of 2009 rose by $571.2 million or 21.8% over the same period of 2008 mainly through the County acquisition. A $739.0 million growth in interest-bearing deposits was mostly attributable to increases in average balances of CDs less than $100 thousand (up $271.9 million), CDs over $100 thousand (up $129.4 million), money market checking accounts (up $161.4 million), money market savings (up $116.6 million) and regular savings (up $72.0 million). Short-term borrowings decreased $158.2 million, mainly the net result of lower average balances of federal funds purchased (down $296.4 million) and sweep accounts (down $15.8 million), partially offset by higher average balances of repurchase agreements (up $76.7 million) and FHLB advances (up $77.3 million). Average balances of long-term debt also declined $9.6 million. Rates paid on interest-bearing liabilities averaged 0.63% during the first nine months of 2009 compared with 1.46% for the first nine months of 2008. The average rate paid on interest-bearing deposits declined 62 bp to 0.56% in the first nine months of 2009 mainly due to lower rates on CDs less than $100 thousand (down 212 bp), CDs over $100 thousand (down 125 bp) and preferred money market savings (down 109 bp). Rates on short-term borrowings were also lower by 139 bp largely due to federal funds (down 236 bp) and repurchase agreements (down 118 bp). Net Interest Margin (FTE)
The following summarizes the components of the Company's net interest margin for the periods indicated:

                                           Three months ended               Nine months ended
                                              September 30,                   September 30,
                                          2009             2008            2009            2008

Yield on earning assets (FTE)                5.88 %           5.98 %          5.83 %          6.02 %
Rate paid on interest-bearing
liabilities                                  0.58 %           1.19 %          0.63 %          1.46 %


Net interest spread (FTE)                    5.30 %           4.79 %          5.20 %          4.56 %

Impact of all other net noninterest
bearing funds                                0.18 %           0.40 %          0.19 %          0.48 %


Net interest margin (FTE)                    5.48 %           5.19 %          5.39 %          5.04 %

During the third quarter of 2009, the net interest margin (FTE) increased 29 bp compared with the same period in 2008. Rates paid on interest-bearing liabilities declined faster than yields on earning assets (FTE), resulting in a 51 bp increase in net interest spread. The margin contribution of noninterest bearing funds decreased 22 bp because of the lower market rates of interest at which they could be invested. The net interest margin (FTE) in the first nine months of 2009 rose by 35 bp compared with the comparable period of 2008. Earning asset yields decreased 19 bp while the cost of interest-bearing liabilities declined 83 bp, resulting in a 64 bp increase in the net interest spread. The margin contribution from noninterest bearing funding sources decreased 29 bp.

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Table of Contents

Summary of Average Balances, Yields/Rates and Interest Differential The following tables present, for the periods indicated, information regarding the Company's consolidated average assets, liabilities and shareholders' equity, the amount of interest income from average earning assets and the resulting yields, and the amount of interest expense paid on interest-bearing liabilities. Average loan balances include nonperforming loans. Interest income includes proceeds from loans on nonaccrual status only to the extent cash payments have been received and applied as interest income. Yields on securities and certain loans have been adjusted upward to reflect the effect of income which is exempt from federal income taxation at the current statutory tax rate (FTE).

                                                        For the three months ended
                                                            September 30, 2009
                                                                  Interest        Rates
                                                    Average        Income/       Earned/
                                                    Balance        Expense        Paid
                                                              (In thousands)
Assets:
Money market assets and funds sold                $       602     $       1          0.66 %
Investment securities:
Available for sale
Taxable                                               237,965         2,352          3.95 %
Tax-exempt (1)                                        167,339         2,846          6.80 %
Held to maturity
Taxable                                               275,553         3,025          4.39 %
Tax-exempt (1)                                        526,004         8,290          6.30 %
Loans:
Commercial:
Taxable                                               642,366         9,391          5.80 %
Tax-exempt (1)                                        184,054         3,032          6.54 %
Commercial real estate                              1,313,545        21,967          6.63 %
Real estate construction                               74,707           667          3.54 %
Real estate residential                               424,189         5,004          4.72 %
Consumer                                              624,527         9,518          6.05 %

Total loans (1)                                     3,263,388        49,579          6.03 %

Total earning assets (1)                            4,470,851     $  66,093          5.88 %
Other assets                                          602,015


Total assets                                      $ 5,072,866


Liabilities and shareholders' equity
Deposits:
Noninterest bearing demand                        $ 1,371,124     $       -             -
Savings and interest-bearing transaction            1,687,028         1,178          0.28 %
Time less than $100,000                               491,555           829          0.67 %
Time $100,000 or more                                 581,681         1,266          0.86 %

Total interest-bearing deposits                     2,760,264         3,273          0.47 %
Short-term borrowed funds                             307,266           804          1.04 %
Debt financing and notes payable                       26,551           423          6.36 %

Total interest-bearing liabilities                  3,094,081     $   4,500          0.58 %
Other liabilities                                      58,330
Shareholders' equity                                  549,331


Total liabilities and shareholders' equity        $ 5,072,866


Net interest spread (1) (2)                                                          5.30 %

Net interest income and interest margin (1) (3)                   $  61,593          5.48 %

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

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

(3) Net interest margin is computed by calculating the difference between interest income and expense (annualized), divided by the average balance of earning assets. . . .

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