f10q_080114.htm


 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2014
 
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
        For the transition period from __________ to __________.

Commission file number: 001-09383
WESTAMERICA BANCORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
CALIFORNIA 94-2156203
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
 
1108 FIFTH AVENUE, SAN RAFAEL, CALIFORNIA 94901
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code (707) 863-6000

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 þ                                              No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes þ                                              No o

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

Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
 
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o                                              No þ

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:
 
Title of Class Shares outstanding as of July 23, 2014
   
Common Stock,
No Par Value
26,009,414
 


 
 

 
TABLE OF CONTENTS


 
Page
Forward Looking Statements
PART I - FINANCIAL INFORMATION  
Item 1
 
 
Item 2
Item 3
Item 4
PART II - OTHER INFORMATION  
Item 1
Item 1A
Item 2
Item 3
Item 4
Item 5
Item 6
Signatures
Exhibit Index
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 Required by 18 U.S.C. Section 1350
Exhibit 32.2 - Certification of Chief Financial Officer Required by 18 U.S.C. Section 1350
 
 
-2-

 
FORWARD-LOOKING STATEMENTS
 
This report on Form 10-Q contains forward-looking statements about Westamerica Bancorporation for which it claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.  Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations of the Company or its management or board of directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements.  Words such as "believes", "anticipates", "expects", "intends", "targeted", "projected", "continue", "remain", "will", "should", "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
 
These forward-looking statements are based on Management’s current knowledge and belief and include information concerning the Company’s possible or assumed future financial condition and results of operations. A number of factors, some of which are beyond the Company’s ability to predict or control, could cause future results to differ materially from those contemplated. These factors include but are not limited to (1) the length and severity of difficulties in the global, national and California economies and the effects of government efforts to address those difficulties; (2) liquidity levels in capital markets; (3) fluctuations in asset prices including, but not limited to stocks, bonds, real estate, and commodities; (4) the effect of acquisitions and integration of acquired businesses; (5) economic uncertainty created by terrorist threats and attacks on the United States, the actions taken in response, and the uncertain effect of these events on the national and regional economies; (6) changes in the interest rate environment; (7) changes in the regulatory environment; (8) competitive pressure in the banking industry; (9) operational risks including a failure or breach in data processing systems or those of third party vendors and other service providers, including as a result of cyber attacks or fraud; (10) volatility of interest rate sensitive loans, deposits and investments; (11) asset/liability management risks and liquidity risks; (12) the effect of natural disasters, including earthquakes, fire, flood, drought, and other disasters, on the uninsured value 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, and (13) changes in the securities markets. The reader is directed to the Company's annual report on Form 10-K for the year ended December 31, 2013, 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. The Company undertakes no obligation to update any forward-looking statements in this report.


 
-3-

 
PART I - FINANCIAL INFORMATION
Item 1  Financial Statements

WESTAMERICA BANCORPORATION
CONSOLIDATED BALANCE SHEETS
(unaudited)
 
   
At June 30,
   
At December 31,
 
   
2014
   
2013
 
   
(In thousands)
 
Assets:
           
Cash and due from banks
  $ 484,904     $ 472,028  
Investment securities available for sale
    1,278,242       1,079,381  
Investment securities held to maturity, with fair values of: $1,073,793 at June 30, 2014 and $1,112,676 at December 31, 2013
    1,069,135       1,132,299  
Loans
    1,784,608       1,827,744  
Allowance for loan losses
    (32,398 )     (31,693 )
Loans, net of allowance for loan losses
    1,752,210       1,796,051  
Other real estate owned
    8,543       13,320  
Premises and equipment, net
    37,424       37,314  
Identifiable intangibles, net
    16,394       18,557  
Goodwill
    121,673       121,673  
Other assets
    162,570       176,432  
Total Assets
  $ 4,931,095     $ 4,847,055  
                 
Liabilities:
               
Noninterest bearing deposits
  $ 1,814,023     $ 1,740,182  
Interest bearing deposits
    2,399,366       2,423,599  
Total deposits
    4,213,389       4,163,781  
Short-term borrowed funds
    68,962       62,668  
Federal Home Loan Bank advances
    20,296       20,577  
Term repurchase agreement
    10,000       10,000  
Other liabilities
    79,645       47,095  
Total Liabilities
    4,392,292       4,304,121  
                 
Shareholders' Equity:
               
Common stock (no par value), authorized - 150,000 shares Issued and outstanding: 26,074 at June 30, 2014 and 26,510 at December 31, 2013
    382,182       378,946  
Deferred compensation
    2,711       2,711  
Accumulated other comprehensive income
    12,554       4,313  
Retained earnings
    141,356       156,964  
Total Shareholders' Equity
    538,803       542,934  
Total Liabilities and Shareholders' Equity
  $ 4,931,095     $ 4,847,055  
 
See accompanying notes to unaudited consolidated financial statements.
 
-4-

 
WESTAMERICA BANCORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
 
   
For the Three Months
   
For the Six Months
 
   
Ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
   
(In thousands, except per share data)
 
Interest and Fee Income:
                       
Loans
  $ 22,787     $ 26,180     $ 45,688     $ 53,579  
Investment securities available for sale
    5,875       5,532       11,505       10,868  
Investment securities held to maturity
    6,741       7,557       13,774       15,287  
Total Interest and Fee Income
    35,403       39,269       70,967       79,734  
Interest Expense:
                               
Deposits
    754       847       1,508       1,746  
Short-term borrowed funds
    21       26       41       37  
Term repurchase agreement
    24       25       49       49  
Federal Home Loan Bank advances
    101       120       200       238  
Debt financing
    -       201       -       401  
Total Interest Expense
    900       1,219       1,798       2,471  
Net Interest Income
    34,503       38,050       69,169       77,263  
Provision for Loan Losses
    1,000       1,800       2,000       4,600  
Net Interest Income After Provision For Loan Losses
    33,503       36,250       67,169       72,663  
Noninterest Income:
                               
Service charges on deposit accounts
    6,105       6,452       12,115       12,994  
Merchant processing services
    1,820       2,413       3,744       4,822  
Debit card fees
    1,534       1,478       2,939       2,836  
Other service fees
    688       696       1,349       1,458  
ATM processing fees
    634       721       1,254       1,426  
Trust fees
    615       585       1,269       1,153  
Financial services commissions
    221       284       392       464  
Other
    1,581       1,655       3,126       3,409  
Total Noninterest Income
    13,198       14,284       26,188       28,562  
Noninterest Expense:
                               
Salaries and related benefits
    13,926       14,064       28,052       28,467  
Occupancy
    3,746       3,638       7,473       7,524  
Outsourced data processing services
    2,115       2,140       4,220       4,297  
Amortization of identifiable intangibles
    1,058       1,165       2,163       2,384  
Furniture and equipment
    1,005       1,021       2,010       1,901  
Courier service
    665       737       1,275       1,478  
Professional fees
    577       745       1,007       1,380  
Other real estate owned
    (270 )     278       (620 )     612  
Other
    4,135       4,404       8,250       8,826  
Total Noninterest Expense
    26,957       28,192       53,830       56,869  
Income Before Income Taxes
    19,744       22,342       39,527       44,356  
Provision for income taxes
    4,587       5,230       9,063       9,973  
Net Income
  $ 15,157     $ 17,112     $ 30,464     $ 34,383  
                                 
Average Common Shares Outstanding
    26,175       26,890       26,303       27,017  
Diluted Average Common Shares Outstanding
    26,238       26,898       26,387       27,027  
Per Common Share Data:
                               
Basic earnings
  $ 0.58     $ 0.64     $ 1.16     $ 1.27  
Diluted earnings
    0.58       0.64       1.15       1.27  
Dividends paid
    0.38       0.37       0.76       0.74  
 
See accompanying notes to unaudited consolidated financial statements.
 
 
-5-

 
WESTAMERICA BANCORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
 
   
For the Three Months
   
For the Six Months
 
   
Ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
   
(In thousands)
 
Net Income
  $ 15,157     $ 17,112     $ 30,464     $ 34,383  
Other comprehensive income:
                               
Increase (decrease) in net unrealized gains on securities available for sale
    6,366       (18,733 )     14,189       (17,461 )
Deferred tax (expense) benefit
    (2,677 )     7,876       (5,966 )     7,342  
Increase (decrease) in net unrealized gains on securities available for sale, net of tax
    3,689       (10,857 )     8,223       (10,119 )
Post-retirement benefit transition obligation amortization
    15       15       30       30  
Deferred tax expense
    (6 )     (6 )     (12 )     (12 )
Post-retirement benefit transition obligation amortization, net of tax
    9       9       18       18  
Total Other Comprehensive Income (Loss)
    3,698       (10,848 )     8,241       (10,101 )
Total Comprehensive Income
  $ 18,855     $ 6,264     $ 38,705     $ 24,282  
 
See accompanying notes to unaudited consolidated financial statements.
 
-6-

 
WESTAMERICA BANCORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(unaudited)
 
   
Common
Shares
Outstanding
   
Common
Stock
   
Accumulated
Deferred
Compensation
   
Accumulated
Other
Comprehensive
Income (Loss)
   
Retained
Earnings
   
Total
 
   
(In thousands)
 
                                     
Balance, December 31, 2012
    27,213     $ 372,012     $ 3,101     $ 14,625     $ 170,364     $ 560,102  
Net income for the period
                                    34,383       34,383  
Other comprehensive loss
                            (10,101 )             (10,101 )
Exercise of stock options
    157       6,414                               6,414  
Tax benefit decrease upon exercise of stock options
            (201 )                             (201 )
Restricted stock activity
    15       1,068       (390 )                     678  
Stock based compensation
            730                               730  
Stock awarded to employees
    1       61                               61  
Purchase and retirement of stock
    (617 )     (8,586 )                     (18,807 )     (27,393 )
Dividends
                                    (20,051 )     (20,051 )
Balance, June 30, 2013
    26,769     $ 371,498     $ 2,711     $ 4,524     $ 165,889     $ 544,622  
                                                 
Balance, December 31, 2013
    26,510     $ 378,946     $ 2,711     $ 4,313     $ 156,964     $ 542,934  
Net income for the period
                                    30,464       30,464  
Other comprehensive income
                            8,241               8,241  
Exercise of stock options
    252       12,178                               12,178  
Tax benefit decrease upon exercise of stock options
            (396 )                             (396 )
Restricted stock activity
    19       1,027                               1,027  
Stock based compensation
            700                               700  
Stock awarded to employees
    1       69                               69  
Purchase and retirement of stock
    (708 )     (10,342 )                     (26,013 )     (36,355 )
Dividends
                                    (20,059 )     (20,059 )
Balance, June 30, 2014
    26,074     $ 382,182     $ 2,711     $ 12,554     $ 141,356     $ 538,803  
 
See accompanying notes to unaudited consolidated financial statements.
 
-7-

 
WESTAMERICA BANCORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
   
For the Six Months
Ended June 30,
 
   
2014
   
2013
 
   
(In thousands)
 
Operating Activities:
           
Net income
  $ 30,464     $ 34,383  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    7,210       9,032  
Loan loss provision
    2,000       4,600  
Net amortization of deferred loan fees
    (134 )     (202 )
Decrease in interest income receivable
    105       88  
Increase in net deferred tax asset
    (2,624 )     (2,644 )
Decrease in other assets
    1,426       8,174  
Stock option compensation expense
    700       730  
Tax benefit decrease upon exercise of stock options
    396       201  
(Decrease) increase in income taxes payable
    (66 )     30  
(Decrease) increase in interest expense payable
    (1 )     9  
Increase (decrease) in other liabilities
    7,147       (5,482 )
Gain on sale of other assets
    (400 )     (548 )
Net loss on sale of premises and equipment
    17       9  
Originations of mortgage loans for resale
    -       (240 )
Proceeds from sale of mortgage loans originated for resale
    -       241  
Net gain on sale of foreclosed assets
    (810 )     (556 )
Writedown of foreclosed assets
    108       1,062  
Net Cash Provided by Operating Activities
    45,538       48,887  
                 
Investing Activities:
               
Net repayments of loans
    42,381       167,500  
Proceeds from FDIC1 loss-sharing indemnification
    6,703       4,039  
Purchases of investment securities available for sale
    (382,123 )     (275,460 )
Proceeds from sale/maturity/calls of securities available for sale
    225,777       77,558  
Purchases of investment securities held to maturity
    (18,373 )     (87,643 )
Proceeds from maturity/calls of securities held to maturity
    74,179       107,428  
Purchases of premises and equipment
    (1,696 )     (1,110 )
Net change in FRB2/FHLB3 securities
    3,248       1,488  
Proceeds from sale of foreclosed assets
    6,080       9,401  
Net Cash (Used in) Provided by Investing Activities
    (43,824 )     3,201  
                 
Financing Activities:
               
Net change in deposits
    49,689       (130,915 )
Net change in short-term borrowings and FHLB3 advances
    6,105       12,952  
Exercise of stock options
    12,178       6,414  
Tax benefit decrease upon exercise of stock options
    (396 )     (201 )
Retirement of common stock including repurchases
    (36,355 )     (27,393 )
Common stock dividends paid
    (20,059 )     (20,051 )
Net Cash Provided by (Used in) Financing Activities
    11,162       (159,194 )
Net Change In Cash and Due from Banks
    12,876       (107,106 )
Cash and Due from Banks at Beginning of Period
    472,028       491,382  
Cash and Due from Banks at End of Period
  $ 484,904     $ 384,276  
                 
Supplemental Cash Flow Disclosures:
               
Supplemental disclosure of non cash activities:
               
Loan collateral transferred to other real estate owned
  $ 968     $ 3,932  
Securities purchases pending settlement
    (25,537 )     -  
Supplemental disclosure of cash flow activities:
               
Interest paid for the period
    1,957       2,722  
Income tax payments for the period
    11,754       12,779  

See accompanying notes to unaudited consolidated financial statements.
1 Federal Deposit Insurance Corporation ("FDIC")
2 Federal Reserve Bank ("FRB")
3 Federal Home Loan Bank ("FHLB")

 
-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 for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. 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 six months ended June 30, 2014 and 2013 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, 2013.

The Company has evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, the Company is not aware of any events or transactions that occurred subsequent to the balance sheet date but prior to filing that would require recognition or disclosure in its unaudited consolidated financial statements.

Note 2: Accounting Policies

The Company’s accounting policies are discussed 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, 2013.  Certain amounts in prior periods have been reclassified to conform to the current presentation.

Certain accounting policies underlying the preparation of these financial statements require Management to make estimates and judgments. These estimates and judgments may significantly affect reported amounts of assets and liabilities, revenues and expenses, and disclosures of contingent assets and liabilities. Management exercises judgment to estimate the appropriate level of the allowance for credit losses and to evaluate the extent of other than temporary impairment of investment securities, which are discussed in the Company’s accounting policies.
 
Recently Adopted Accounting Standards

FASB ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, was issued July 2013 to provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar loss, or a tax credit carryforward exists.  The update provides that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, unless an exception applies.  The adoption of the update did not have a material effect on the Company’s financial statements at January 1, 2014, the date adopted.

Recently Issued Accounting Standards

FASB ASU 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Trans­actions, Repurchase Financings, and Disclosures, was issued on June 12, 2014. The Update improves the financial reporting of repur­chase agreements and other similar transactions through a change in accounting for repurchase-to-ma­turity transactions and repurchase financings, and the introduction of two new disclosure requirements. New disclosures are required for (1) transfers accounted for as sales in transactions that are economically similar to repurchase agreements, in which the transferor retains substantially all of the exposure to the economic return on the trans­ferred financial asset throughout the term of the transaction and (2) repurchase agreements, secu­rities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrow­ings about the nature of collateral pledged and the time to maturity of those transactions.

The Company will be required to adhere to new disclosure requirements when the Update is adopted April 1, 2015 for the interim period ending June 30, 2015.

FASB ASU 2014-01, Investments- Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects, was issued January 2014 to permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). For those investments in qualified affordable housing projects not accounted for using the proportional amortization method, the investment should be accounted for as an equity method investment or a cost method investment in accordance with GAAP.  The policy election must be applied consistently to all qualified affordable housing project investments.

 
-9-

 
The update also requires a reporting entity to disclose information regarding its investments in qualified affordable housing projects, and the effect of the measurement of its investments in qualified affordable housing projects and the related tax credits on its financial position and results of operations.

Management is evaluating the impact that the change in accounting policy would have on the Company’s financial statements.  Management does not expect the adoption of this update to have a material effect on the financial statements when adopted on January 1, 2015.
 
Note 3:  Investment Securities

An analysis of the amortized cost, unrealized gains and losses accumulated in other comprehensive income, and fair value of investment securities available for sale follows:

   
Investment Securities Available for Sale
At June 30, 2014
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
   
(In thousands)
 
U.S. Treasury securities
  $ 3,499     $ 11     $ -     $ 3,510  
Securities of U.S. Government sponsored entities
    340,440       321       (322 )     340,439  
Residential mortgage-backed securities
    28,376       2,004       (21 )     30,359  
Commercial mortgage-backed securities
    3,118       19       (2 )     3,135  
Obligations of states and political subdivisions
    176,129       9,914       (217 )     185,826  
Residential collateralized mortgage obligations
    250,549       665       (11,023 )     240,191  
Asset-backed securities
    8,982       3       (39 )     8,946  
FHLMC(1) and FNMA(2) stock
    804       16,395       -       17,199  
Corporate securities
    442,427       4,008       (470 )     445,965  
Other securities
    2,039       759       (126 )     2,672  
Total
  $ 1,256,363     $ 34,099     $ (12,220 )   $ 1,278,242  

(1) Federal Home Loan Mortgage Corporation
(2) Federal National Mortgage Association

An analysis of the amortized cost, unrealized gains and losses, and fair value of investment securities held to maturity follows:
 
   
Investment Securities Held to Maturity
At June 30, 2014
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
   
(In thousands)
 
Securities of U.S. Government sponsored entities
  $ 1,287     $ -     $ (2 )   $ 1,285  
Residential mortgage-backed securities
    61,430       1,189       (54 )     62,565  
Obligations of states and political subdivisions
    721,818       10,263       (5,219 )     726,862  
Residential collateralized mortgage obligations
    284,600       1,990       (3,509 )     283,081  
Total
  $ 1,069,135     $ 13,442     $ (8,784 )   $ 1,073,793  

 
-10-

 
An analysis of the amortized cost, unrealized gains and losses accumulated in other comprehensive income, and fair value of investment securities available for sale follows:

   
Investment Securities Available for Sale
At December 31, 2013
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
   
(In thousands)
 
U.S. Treasury securities
  $ 3,500     $ 9     $ (3 )   $ 3,506  
Securities of U.S. Government sponsored entities
    131,080       75       (663 )     130,492  
Residential mortgage-backed securities
    32,428       1,763       (15 )     34,176  
Commercial mortgage-backed securities
    3,411       19       (5 )     3,425  
Obligations of states and political subdivisions
    186,082       5,627       (323 )     191,386  
Residential collateralized mortgage obligations
    266,890       730       (14,724 )     252,896  
Asset-backed securities
    14,653       3       (101 )     14,555  
FHLMC and FNMA stock
    804       12,568       -       13,372  
Corporate securities
    430,794       2,901       (1,264 )     432,431  
Other securities
    2,049       1,251       (158 )     3,142  
Total
  $ 1,071,691     $ 24,946     $ (17,256 )   $ 1,079,381  

An analysis of the amortized cost, unrealized gains and losses, and fair value of investment securities held to maturity follows:
 
   
Investment Securities Held to Maturity
 
   
At December 31, 2013
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
   
(In thousands)
 
Securities of U.S. Government sponsored entities
  $ 1,601     $ -     $ (4 )   $ 1,597  
Residential mortgage-backed securities
    65,076       854       (624 )     65,306  
Obligations of states and political subdivisions
    756,707       6,211       (21,667 )     741,251  
Residential collateralized mortgage obligations
    308,915       1,209       (5,602 )     304,522  
Total
  $ 1,132,299     $ 8,274     $ (27,897 )   $ 1,112,676  

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

   
At June 30, 2014
 
   
Securities Available
for Sale
   
Securities Held
to Maturity
 
   
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
 
   
(In thousands)
 
Maturity in years:
                       
1 year or less
  $ 22,823     $ 23,079     $ 11,873     $ 12,295  
Over 1 to 5 years
    723,230       727,551       209,887       212,693  
Over 5 to 10 years
    145,153       148,748       274,837       277,158  
Over 10 years
    80,271       85,308       226,508       226,001  
Subtotal
    971,477       984,686       723,105       728,147  
Mortgage-backed securities and residential collateralized mortgage obligations
    282,043       273,685       346,030       345,646  
Other securities
    2,843       19,871       -       -  
Total
  $ 1,256,363     $ 1,278,242     $ 1,069,135     $ 1,073,793  

 
-11-

 
   
At December 31, 2013
 
   
Securities Available
for Sale
   
Securities Held
to Maturity
 
   
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
 
   
(In thousands)
 
Maturity in years:
                       
1 year or less
  $ 75,385     $ 75,609     $ 9,639     $ 9,900  
Over 1 to 5 years
    536,333       538,111       187,051       189,827  
Over 5 to 10 years
    66,669       68,166       314,630       310,104  
Over 10 years
    87,722       90,484       246,988       233,017  
Subtotal
    766,109       772,370       758,308       742,848  
Mortgage-backed securities and residential collateralized mortgage obligations
    302,729       290,497       373,991       369,828  
Other securities
    2,853       16,514       -       -  
Total
  $ 1,071,691     $ 1,079,381     $ 1,132,299     $ 1,112,676  

Expected maturities of mortgage-backed 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-backed securities. At June 30, 2014 and December 31, 2013, the Company had no high-risk collateralized mortgage obligations as defined by regulatory guidelines.

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

   
Investment Securities Available for Sale
At June 30, 2014
 
   
No. of
   
Less than 12 months
   
No. of
   
12 months or longer
   
No. of
   
Total
 
   
Investment
         
Unrealized
   
Investment
         
Unrealized
   
Investment
         
Unrealized
 
   
Positions
   
Fair Value
   
Losses
   
Positions
   
Fair Value
   
Losses
   
Positions
   
Fair Value
   
Losses
 
   
($ in thousands)
 
Securities of U.S. Government sponsored entities
    7     $ 166,393     $ (286 )     1     $ 9,964     $ (36 )     8     $ 176,357     $ (322 )
Residential mortgage- backed securities
    -       -       -       2       836       (21 )     2       836       (21 )
Commercial mortgage- backed securities
    -       -       -       1       910       (2 )     1       910       (2 )
Obligations of states and political subdivisions
    12       5,188       (75 )     19       5,509       (142 )     31       10,697       (217 )
Residential collateralized mortgage obligations
    1       1       -       31       217,989       (11,023 )     32       217,990       (11,023 )
Asset-backed securities
    -       -       -       1       3,898       (39 )     1       3,898       (39 )
Corporate securities
    15       35,071       (243 )     4       29,350       (227 )     19       64,421       (470 )
Other securities
    -       -       -       1       1,874       (126 )     1       1,874       (126 )
Total
    35     $ 206,653     $ (604 )     60     $ 270,330     $ (11,616 )     95     $ 476,983     $ (12,220 )

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-12-

 
An analysis of gross unrealized losses of investment securities held to maturity follows:

   
Investment Securities Held to Maturity
At June 30, 2014
 
   
No. of
   
Less than 12 months
   
No. of
   
12 months or longer
   
No. of
   
Total
 
   
Investment
         
Unrealized
   
Investment
         
Unrealized
   
Investment
         
Unrealized
 
   
Positions
   
Fair Value
   
Losses
   
Positions
   
Fair Value
   
Losses
   
Positions
   
Fair Value
   
Losses
 
   
($ in thousands)
 
Securities of U.S. Government sponsored entities
    1     $ 1,285     $ (2 )     -     $ -     $ -       1     $ 1,285     $ (2 )
Residential  mortgage-backed securities
    1       2,930       (30 )     2       3,403       (24 )     3       6,333       (54 )
Obligations of states and political subdivisions
    67       50,734       (223 )     220       186,639       (4,996 )     287       237,373       (5,219 )
Residential collateralized mortgage obligations
    7       47,807       (266 )     24       135,553       (3,243 )     31       183,360       (3,509 )
Total
    76     $ 102,756     $ (521 )     246     $ 325,595     $ (8,263 )     322     $ 428,351     $ (8,784 )

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

The Company does not intend to sell any investments and has concluded that it is more likely than not that it will not be required to sell the investments prior to recovery of the amortized cost basis. Therefore, the Company does not consider these investments to be other-than-temporarily impaired as of June 30, 2014.

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

As of June 30, 2014, $870,761 thousand of investment securities were pledged to secure public deposits, short-term borrowed funds, and term repurchase agreements, compared to $778,588 thousand at December 31, 2013.
 
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-13-

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

   
Investment Securities Available for Sale
At December 31, 2013
 
   
No. of
   
Less than 12 months
   
No. of
   
12 months or longer
   
No. of
   
Total
 
   
Investment
         
Unrealized
   
Investment
         
Unrealized
   
Investment
         
Unrealized
 
   
Positions
   
Fair Value
   
Losses
   
Positions
   
Fair Value
   
Losses
   
Positions
   
Fair Value
   
Losses
 
   
($ in thousands)
 
U.S. Treasury securities
    1     $ 2,994     $ (3 )     -     $ -     $ -       1     $ 2,994     $ (3 )
Securities of U.S. Government sponsored entities
    15       91,669       (663 )     -       -       -       15       91,669       (663 )
Residential mortgage-backed securities
    3       864       (15 )     -       -       -       3       864       (15 )
Commercial mortgage-backed securities
    1       1,072       (5 )     -       -       -       1       1,072       (5 )
Obligations of states and political subdivisions
    35       17,516       (222 )     11       3,214       (101 )     46       20,730       (323 )
Residential collateralized mortgage obligations
    34       187,848       (12,326 )     6       40,575       (2,398 )     40       228,423       (14,724 )
Asset-backed securities
    1       5,002       (1 )     1       4,475       (100 )     2       9,477       (101 )
Corporate securities
    25       117,751       (1,087 )     2       9,824       (177 )     27       127,575       (1,264 )
Other securities
    -       -       -       1       1,842       (158 )     1       1,842       (158 )
Total
    115     $ 424,716     $ (14,322 )     21     $ 59,930     $ (2,934 )     136     $ 484,646     $ (17,256 )
 
An analysis of gross unrealized losses of investment securities held to maturity follows:

   
Investment Securities Held to Maturity
At December 31, 2013
 
   
No. of
   
Less than 12 months
   
No. of
   
12 months or longer
   
No. of
   
Total
 
   
Investment
         
Unrealized
   
Investment
         
Unrealized
   
Investment
         
Unrealized
 
   
Positions
   
Fair Value
   
Losses
   
Positions
   
Fair Value
   
Losses
   
Positions
   
Fair Value
   
Losses
 
   
($ in thousands)
 
Securities of U.S. Government sponsored entities
    1     $ 1,597     $ (4 )     -     $ -     $ -       1     $ 1,597     $ (4 )
Residential  mortgage-backed securities
    13       38,396       (616 )     1       392       (8 )     14       38,788       (624 )
Obligations of states and political subdivisions
    530       355,797       (14,893 )     64       64,427       (6,774 )     594       420,224       (21,667 )
Residential collateralized mortgage obligations
    42       214,981       (5,175 )     5       14,120       (427 )     47       229,101       (5,602 )
Total
    586     $ 610,771     $ (20,688 )     70     $ 78,939     $ (7,209 )     656     $ 689,710     $ (27,897 )

The unrealized losses on the Company’s investment securities were caused by market conditions for these types of investments, particularly rising risk-free interest rates causing bond prices to decline.

The following table provides information about the amount of interest income earned on investment securities which is fully taxable and which is exempt from regular federal income tax:
 
   
For the Three Months
   
For the Six Months
 
   
Ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
   
(In thousands)
 
Taxable
  $ 5,876     $ 5,591     $ 11,559     $ 11,125  
Tax-exempt
    6,740       7,498       13,720       15,030  
Total interest income from investment securities
  $ 12,616     $ 13,089     $ 25,279     $ 26,155  
 
 
-14-

 
Note 4: Loans and Allowance for Credit Losses

The FDIC indemnification expired February 6, 2014 for County Bank non-single-family residential collateralized purchased loans; accordingly, such loans have been reclassified from purchased covered loans to purchased non-covered loans.

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

   
At June 30, 2014
 
   
Commercial
   
Commercial
Real Estate
   
Construction
   
Residential
Real Estate
   
Consumer
Installment
& Other
   
Total
 
   
(In thousands)
 
Originated loans
  $ 368,853     $ 584,058     $ 9,802     $ 163,287     $ 391,278     $ 1,517,278  
Purchased covered loans:
                                               
    Gross purchased covered loans
    -       -       -       3,298       15,400       18,698  
    Credit risk discount
    -       -       -       (434 )     (95 )     (529 )
Purchased non-covered loans:
                                               
    Gross purchased non-covered loans
    23,114       185,497       3,147       985       47,611       260,354  
    Credit risk discount
    (1,858 )     (7,544 )     (50 )     (262 )     (1,479 )     (11,193 )
        Total
  $ 390,109     $ 762,011     $ 12,899     $ 166,874     $ 452,715     $ 1,784,608  
 
   
At December 31, 2013
 
   
Commercial
   
Commercial
Real Estate
   
Construction
   
Residential
Real Estate
   
Consumer
Installment
& Other
   
Total
 
   
(In thousands)
 
Originated loans
  $ 338,824     $ 596,653     $ 10,723     $ 176,196     $ 400,888     $ 1,523,284  
Purchased covered loans:
                                               
    Gross purchased covered loans
    20,066       175,562       3,223       8,558       54,194       261,603  
    Credit risk discount
    (1,530 )     (8,122 )     (50 )     (434 )     (797 )     (10,933 )
Purchased non-covered loans:
                                               
    Gross purchased non-covered loans
    7,525       35,712       -       999       12,799       57,035  
    Credit risk discount
    (726 )     (786 )     -       (262 )     (1,471 )     (3,245 )
        Total
  $ 364,159     $ 799,019     $ 13,896     $ 185,057     $ 465,613     $ 1,827,744  
 
Changes in the carrying amount of impaired purchased loans were as follows:

   
For the
Six Months Ended
June 30, 2014
   
For the Year Ended
December 31, 2013
 
Impaired purchased loans
 
(In thousands)
 
Carrying amount at the beginning of the period
  $ 4,936     $ 14,629  
Reductions during the period
    (586 )     (9,693 )
Carrying amount at the end of the period
  $ 4,350     $ 4,936  
 
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-15-

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

   
For the
Six Months Ended
June 30, 2014
   
For the
Year Ended
December 31, 2013
 
Accretable yield:
 
(In thousands)
 
Balance at the beginning of the period
  $ 2,505     $ 4,948  
Reclassification from nonaccretable difference
    1,597       12,504  
Accretion
    (2,063 )     (14,947 )
Balance at the end of the period
  $ 2,039     $ 2,505  
                 
Accretion
  $ (2,063 )   $ (14,947 )
Reduction in FDIC indemnification asset
    211       11,438  
(Increase) in interest income
  $ (1,852 )   $ (3,509 )

The following summarizes activity in the allowance for credit losses:
 
   
Allowance for Credit Losses
For the Three Months Ended June 30, 2014
 
   
Commercial
   
Commercial
Real Estate
   
Construction
   
Residential
Real Estate
   
Consumer
Installment
and Other
   
Purchased
Non-covered
Loans
   
Purchased
Covered
Loans
   
Unallocated
   
Total
 
   
(In thousands)
 
Allowance for loan losses:
                                                     
    Balance at beginning of period
  $ 4,243     $ 11,259     $ 445     $ 491     $ 2,813     $ 2,574     $ -     $ 10,284     $ 32,109  
    Additions:
                                                                       
        Provision
    1,085       (610 )     (3 )     (52 )     (75 )     115       -       540       1,000  
    Deductions:
                                                                       
        Chargeoffs
    (150 )     -       -       (30 )     (1,301 )     -       -       -       (1,481 )
        Recoveries
    119       15       -       -       618       18       -       -       770  
            Net loan (losses) recoveries
    (31 )     15       -       (30 )     (683 )     18       -       -       (711 )
    Balance at end of period
    5,297       10,664       442       409       2,055       2,707       -       10,824       32,398  
Liability for off-balance sheet credit exposure
    1,733       24       165       -       465       243       23       40       2,693  
Total allowance for credit losses
  $ 7,030     $ 10,688     $ 607     $ 409     $ 2,520     $ 2,950     $ 23     $ 10,864     $ 35,091  
 
 
   
Allowance for Credit Losses
For the Six Months Ended June 30, 2014
 
   
Commercial
   
Commercial
Real Estate
   
Construction
   
Residential
Real Estate
   
Consumer
Installment
and Other
   
Purchased
Non-covered
Loans
   
Purchased
Covered
Loans
   
Unallocated
   
Total
 
   
(In thousands)
 
Allowance for loan losses:
                                                     
    Balance at beginning of period
  $ 4,005     $ 12,070     $ 602     $ 405     $ 3,198     $ -     $ 1,561     $ 9,852     $ 31,693  
    Additions:
                                                                       
        Provision
    1,215       (1,584 )     (163 )     34       139       1,387       -       972       2,000  
    Deductions:
                                                                       
        Chargeoffs
    (210 )     -       -       (30 )     (2,300 )     (260 )     -       -       (2,800 )
        Recoveries
    287       178       3       -       1,018       19       -       -       1,505  
            Net loan recoveries (losses)
    77       178       3       (30 )     (1,282 )     (241 )     -       -       (1,295 )
    Indemnification expiration
    -       -       -       -       -       1,561       (1,561 )     -       -  
    Balance at end of period
    5,297       10,664       442       409       2,055       2,707       -       10,824       32,398  
Liability for off-balance sheet credit exposure
    1,733       24       165       -       465       243       23       40       2,693  
Total allowance for credit losses
  $ 7,030     $ 10,688     $ 607     $ 409     $ 2,520     $ 2,950     $ 23     $ 10,864     $ 35,091  
 
 
   
Allowance for Credit Losses
For the Three Months Ended June 30, 2013
 
   
Commercial
   
Commercial
Real Estate
   
Construction
   
Residential
Real Estate
   
Consumer
Installment
and Other
   
Purchased
Non-covered
Loans
   
Purchased
Covered
Loans
   
Unallocated
   
Total
 
   
(In thousands)
 
Allowance for loan losses:
                                                     
    Balance at beginning of period
  $ 5,536     $ 10,965     $ 480     $ 539     $ 2,768     $ -     $ 738     $ 9,328     $ 30,354  
    Additions:
                                                                       
        Provision
    (1,301 )     660       (2 )     15       225       116       46       2,041       1,800  
    Deductions:
                                                                       
        Chargeoffs
    (148 )     (427 )     -       (22 )     (896 )     (116 )     (517 )     -       (2,126 )
        Recoveries
    297       77       -       -       506       -       18       -       898  
            Net loan recoveries (losses)
    149       (350 )     -       (22 )     (390 )     (116 )     (499 )     -       (1,228 )
    Balance at end of period
    4,384       11,275       478       532       2,603       -       285       11,369       30,926  
Liability for off-balance sheet credit exposure
    1,698       1       127       -       473       -       -       394       2,693  
Total allowance for credit losses
  $ 6,082     $ 11,276     $ 605     $ 532     $ 3,076     $ -     $ 285     $ 11,763     $ 33,619  
 
 
-16-

 
   
Allowance for Credit Losses
For the Six Months Ended June 30, 2013
 
   
Commercial
   
Commercial
Real Estate
   
Construction
   
Residential
Real Estate
   
Consumer
Installment
and Other
   
Purchased
Non-covered
Loans
   
Purchased
Covered
Loans
   
Unallocated
   
Total
 
   
(In thousands)
 
Allowance for loan losses:
                                                     
    Balance at beginning of period
  $ 6,445     $ 10,063     $ 484     $ 380     $ 3,194     $ -     $ 1,005     $ 8,663     $ 30,234  
    Additions:
                                                                       
        Provision
    (770 )     1,653       (6 )     261       507       116       133       2,706       4,600  
    Deductions:
                                                                       
        Chargeoffs
    (2,050 )     (539 )     -       (109 )     (2,205 )     (116 )     (876 )     -       (5,895 )
        Recoveries
    759       98       -       -       1,107       -       23       -       1,987  
            Net loan losses
    (1,291 )     (441 )     -       (109 )     (1,098 )     (116 )     (853 )     -       (3,908 )
    Balance at end of period
    4,384       11,275       478       532       2,603       -       285       11,369       30,926  
Liability for off-balance sheet credit exposure
    1,698       1       127       -       473       -       -       394       2,693  
Total allowance for credit losses
  $ 6,082     $ 11,276     $ 605     $ 532     $ 3,076     $ -     $ 285     $ 11,763     $ 33,619  
 
The allowance for credit losses and recorded investment in loans were evaluated for impairment as follows:

   
Allowance for Credit Losses and Recorded Investment in Loans Evaluated for Impairment
At June 30, 2014
 
   
Commercial
   
Commercial Real Estate
   
Construction
   
Residential Real Estate
   
Consumer Installment and Other
   
Purchased Non-covered Loans
   
Purchased Covered Loans
   
Unallocated
   
Total
 
   
(In thousands)
 
Allowance for credit losses:
                                                     
Individually evaluated for impairment
  $ 88     $ -     $ -     $ -     $ -     $ 895     $ -     $ -     $ 983  
Collectively evaluated for impairment
    6,942       10,688       607       409       2,520       2,055       23       10,864       34,108  
Purchased loans with evidence of credit deterioration
    -       -       -       -       -       -       -       -       -  
Total
  $ 7,030     $ 10,688     $ 607     $ 409     $ 2,520     $ 2,950     $ 23     $ 10,864     $ 35,091  
Carrying value of loans:
                                                                       
Individually evaluated for impairment
  $ 3,605     $ 4,544     $ -     $ -     $ -     $ 13,525     $ -     $ -     $ 21,674  
Collectively evaluated for impairment
    365,248       579,514       9,802       163,287       391,278       231,524       17,931       -       1,758,584  
Purchased loans with evidence of credit deterioration
    -       -       -       -       -       4,112       238       -       4,350  
Total
  $ 368,853     $ 584,058     $ 9,802     $ 163,287     $ 391,278     $ 249,161     $ 18,169     $ -     $ 1,784,608  
 
   
Allowance for Credit Losses and Recorded Investment in Loans Evaluated for Impairment
At December 31, 2013
 
   
Commercial
   
Commercial Real Estate
   
Construction
   
Residential Real Estate
   
Consumer Installment and Other
   
Purchased Non-covered Loans
   
Purchased Covered Loans
   
Unallocated
   
Total
 
   
(In thousands)
 
Allowance for credit losses:
                                                     
Individually evaluated for impairment
  $ 100     $ 1,243     $ -     $ -     $ -     $ -     $ 153     $ -     $ 1,496  
Collectively evaluated for impairment
    5,563       10,827       639       405       3,695       -       1,408       10,353       32,890  
Purchased loans with evidence of credit deterioration
    -       -       -       -       -       -       -       -       -  
Total
  $ 5,663     $ 12,070     $ 639     $ 405     $ 3,695     $ -     $ 1,561     $ 10,353     $ 34,386  
Carrying value of loans:
                                                                       
Individually evaluated for impairment
  $ 3,901     $ 3,357     $ -     $ -     $ -     $ 3,785     $ 9,999     $ -     $ 21,042  
Collectively evaluated for impairment
    334,923       593,296       10,723       176,196       400,888       47,571       238,169       -       1,801,766  
Purchased loans with evidence of credit deterioration
    -       -       -       -       -       2,434       2,502       -       4,936  
Total
  $ 338,824     $ 596,653     $ 10,723     $ 176,196     $ 400,888     $ 53,790     $ 250,670     $ -     $ 1,827,744  

The Bank’s customers are small businesses, professionals and consumers. Given the scale of these borrowers, corporate credit rating agencies do not evaluate the borrowers’ financial condition. The Bank maintains a Loan Review Department which reports directly to the Board of Directors. The Loan Review Department performs independent evaluations of loans and assigns credit risk grades to evaluated loans using grading standards employed by bank regulatory agencies. Loans judged to carry lower-risk attributes are assigned a “pass” grade, with a minimal likelihood of loss. Loans judged to carry higher-risk attributes are referred to as “classified loans,” and are further disaggregated, with increasing expectations for loss recognition, as “substandard,” “doubtful,” and “loss.” Loan Review Department evaluations occur every calendar quarter.  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 the Loan Review Department are subject to review by the Bank’s regulatory authorities during regulatory examinations.

 
-17-

 
The following summarizes the credit risk profile by internally assigned grade:
 
   
Credit Risk Profile by Internally Assigned Grade
At June 30, 2014
 
   
Commercial
   
Commercial Real Estate
   
Construction
   
Residential Real Estate
   
Consumer Installment and Other
   
Purchased Non-covered Loans
   
Purchased Covered Loans (1)
   
Total
 
   
(In thousands)
 
Grade:
                                               
Pass
  $ 351,083     $ 536,579     $ 9,802     $ 161,240     $ 390,135     $ 196,299     $ 17,185     $ 1,662,323  
Substandard
    16,881       47,479       -       2,047       952       63,567       1,513       132,439  
Doubtful
    889       -       -       -       41       345       -       1,275  
Loss
    -       -       -       -       150       143       -       293  
Credit risk discount
    -       -       -       -       -       (11,193 )     (529 )     (11,722 )
Total
  $ 368,853     $ 584,058     $ 9,802     $ 163,287     $ 391,278     $ 249,161     $ 18,169     $ 1,784,608  
 
 (1) Credit risk profile reflects internally assigned grade of purchased covered loans without regard to FDIC indemnification.
 
   
Credit Risk Profile by Internally Assigned Grade
 
   
At December 31, 2013
 
   
Commercial
   
Commercial Real Estate
   
Construction
   
Residential Real Estate
   
Consumer Installment and Other
   
Purchased Non-covered Loans
   
Purchased Covered Loans (1)
   
Total
 
   
(In thousands)
 
Grade:
                                               
Pass
  $ 329,667     $ 554,991     $ 10,274     $ 174,113     $ 399,377     $ 41,490     $ 196,882     $ 1,706,794  
Substandard
    8,142       41,662       449       2,083       1,127       14,587       64,624       132,674  
Doubtful
    1,015       -       -       -       19       958       97       2,089  
Loss
    -       -       -       -       365       -       -       365  
Credit risk discount
    -       -       -       -       -       (3,245 )     (10,933 )     (14,178 )
Total
  $ 338,824     $ 596,653     $ 10,723     $ 176,196     $ 400,888     $ 53,790     $ 250,670     $ 1,827,744  
 
 (1) Credit risk profile reflects internally assigned grade of purchased covered loans without regard to FDIC indemnification.

The following tables summarize loans by delinquency and nonaccrual status:
 
   
Summary of Loans by Delinquency and Nonaccrual Status
At June 30, 2014
 
   
Current and Accruing
   
30-59 Days Past Due and Accruing
   
60-89 Days Past Due and Accruing
   
Past Due 90 days or More and Accruing
   
Nonaccrual
   
Total Loans
 
   
(In thousands)
 
Commercial
  $ 366,089     $ 1,269     $ 124     $ -     $ 1,371     $ 368,853  
Commercial real estate
    575,114       2,048       1,459       -       5,437       584,058  
Construction
    9,802       -       -       -       -       9,802  
Residential real estate
    160,413       2,874       -       -       -       163,287  
Consumer installment & other
    387,956       2,517       470       183       152       391,278  
Total originated loans
    1,499,374       8,708       2,053       183       6,960       1,517,278  
Purchased non-covered loans
    231,827       2,694       687       351       13,602       249,161  
Purchased covered loans
    17,743       426       -       -       -       18,169  
Total
  $ 1,748,944     $ 11,828     $ 2,740     $ 534     $ 20,562     $ 1,784,608  
 
[The remainder of this page intentionally left blank]
 
 
-18-

 
   
Summary of Loans by Delinquency and Nonaccrual Status
At December 31, 2013
 
   
Current and Accruing
   
30-59 Days Past Due and Accruing
   
60-89 Days Past Due and Accruing
   
Past Due 90 days or More and Accruing
   
Nonaccrual
   
Total Loans
 
   
(In thousands)
 
Commercial
  $ 336,497     $ 677     $ 383     $ -     $ 1,267     $ 338,824  
Commercial real estate
    586,619       4,012       2,473       -       3,549       596,653  
Construction
    10,275       -       -       -       448       10,723  
Residential real estate
    173,082       2,789       325       -       -       176,196  
Consumer installment & other
    396,725       3,035       606       410       112       400,888  
Total originated loans
    1,503,198       10,513       3,787       410       5,376       1,523,284  
Purchased non-covered loans
    45,755       4,237       180       -       3,618       53,790  
Purchased covered loans
    236,577       845       940       -       12,308       250,670  
Total
  $ 1,785,530     $ 15,595     $ 4,907     $ 410     $ 21,302     $ 1,827,744  

The following is a summary of the effect of nonaccrual loans on interest income:
 
   
For the Three Months
   
For the Six Months
 
   
Ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
   
(In thousands)
 
Interest income that would have been recognized had the loans performed in accordance with their original terms
  $ 276     $ 434     $ 534     $ 903  
Less: Interest income recognized on nonaccrual loans
    (25 )     (3 )     (69 )     (93 )
Total reduction of interest income
  $ 251     $ 431     $ 465     $ 810  

There were no commitments to lend additional funds to borrowers whose loans were on nonaccrual status at June 30, 2014 and December 31, 2013.

The following summarizes impaired loans:
 
   
Impaired Loans
At June 30, 2014
 
   
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
 
   
(In thousands)
 
Impaired loans with no related allowance recorded:
             
    Commercial
  $ 2,984     $ 3,445     $ -  
    Commercial real estate
    15,450       18,041       -  
    Construction
    2,034       2,498       -  
    Consumer installment and other
    1,230       1,352       -  
                         
Impaired loans with an allowance recorded:
                 
    Commercial
    1,138       2,436       350  
    Commercial real estate
    6,330       9,796       633  
                         
Total:
                       
    Commercial
  $ 4,122     $ 5,881     $ 350  
    Commercial real estate
    21,780       27,837       633  
    Construction
    2,034       2,498       -  
    Consumer installment and other
    1,230       1,352       -  
 
 
-19-

 
   
Impaired Loans
At December 31, 2013
 
   
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
 
   
(In thousands)
 
Impaired loans with no related allowance recorded:
                 
    Commercial
  $ 3,931     $ 4,498     $ -  
    Commercial real estate
    11,002       13,253       -  
    Construction
    2,483       2,947       -  
    Consumer installment and other
    2,014       2,133       -  
                         
Impaired loans with an allowance recorded:
                       
    Commercial
    1,000       2,173       100  
    Commercial real estate
    9,773       12,482       1,396  
                         
Total:
                       
    Commercial
  $ 4,931     $ 6,671     $ 100  
    Commercial real estate
    20,775       25,735       1,396  
    Construction
    2,483       2,947       -  
    Consumer installment and other
    2,014       2,133       -  

Impaired loans include troubled debt restructured loans. Impaired loans at June 30, 2014, included $5,332 thousand of restructured loans, including $262 thousand that were on nonaccrual status. Impaired loans at December 31, 2013, included $5,453 thousand of restructured loans, including $529 thousand that were on nonaccrual status.
 
   
Impaired Loans
 
   
For the Three Months Ended June 30,
   
For the Six Months Ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
   
Average
   
Recognized
   
Average
   
Recognized
   
Average
   
Recognized
   
Average
   
Recognized
 
   
Recorded
   
Interest
   
Recorded
   
Interest
   
Recorded
   
Interest
   
Recorded
   
Interest
 
   
Investment
   
Income
   
Investment
   
Income
   
Investment
   
Income
   
Investment
   
Income
 
   
(In thousands)
 
Commercial
  $ 4,437     $ 60     $ 11,473     $ 52     $ 4,639     $ 127     $ 12,601     $ 106  
Commercial real estate
    19,800       153       27,166       205       19,549       270       27,836       505  
Construction
    2,035       -       2,397       25       2,147       -       2,254       51  
Residential real estate
    162       -       558       -       162       -       621       -  
Consumer installment and other
    1,324       7       1,059       8       1,520       15       1,511       15  
  Total
  $ 27,758     $ 220     $ 42,653     $ 290     $ 28,017     $ 412     $ 44,823     $ 677  

The following table provides information on troubled debt restructurings:

   
Troubled Debt Restructurings
At June 30, 2014
 
   
Number of
Contracts
   
Pre-Modification
Carrying Value
   
Period-End
Carrying Value
   
Period-End
Individual
Impairment
Allowance
 
   
(In thousands)
 
Commercial
    4     $ 3,299     $ 2,992     $ 262  
Commercial real estate
    2       2,291       2,326       -  
Consumer installment and other
    1       18       14       -  
Total
    7     $ 5,608     $ 5,332     $ 262  

 
-20-

 
   
Troubled Debt Restructurings
 
   
At June 30, 2013
 
   
Number of
Contracts
   
Pre-Modification
Carrying Value
   
Period-End
Carrying Value
   
Period-End
Individual
Impairment
Allowance
 
   
(In thousands)
 
Commercial
    4     $ 1,991     $ 1,759     $ -  
Commercial real estate
    3       6,295       6,255       147  
Total
    7     $ 8,286     $ 8,014     $ 147  
 
During the three and six months ended June 30, 2014, the Company modified one loan with a carrying value of $98 thousand and two loans with a total carrying value of $115 thousand, respectively, that were considered troubled debt restructurings. During the three and six months ended June 30, 2013, the Company modified three loans with a total carrying value of $1,010 thousand and four loans with a total carrying value of $3,019 thousand, respectively, that were considered troubled debt restructurings. The concessions granted in the two restructurings completed in the first six months of 2014 consisted of modification of payment terms to extend the maturity date to allow for deferred principal repayment. The concessions granted in the four restructurings completed in the first six months of 2013 consisted of modification of payment terms to lower the interest rate and extend the maturity date to allow for deferred principal repayment. During the three and six months ended June 30, 2014, no troubled debt restructured loans defaulted. During the three and six months ended June 30, 2013, a commercial real estate loan with a carrying value of $3,954 thousand defaulted. A troubled debt restructuring is considered to be in default when payments are ninety days or more past due.

The Company pledges loans to secure borrowings from the Federal Home Loan Bank (FHLB). The carrying value of the FHLB advances was $20,296 thousand and $20,577 thousand at June 30, 2014 and December 31, 2013, respectively. The loans restricted due to collateral requirements approximate $22,101 thousand and $24,242 thousand at June 30, 2014 and December 31, 2013, respectively. The FHLB does not have the right to sell or repledge such loans.

There were no loans held for sale at June 30, 2014 and December 31, 2013.

Note 5: Concentration of Credit Risk

The Company’s business activity is with customers in Northern and Central California. The loan portfolio is well diversified within the Company’s geographic market, although 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 and standby letters of credit related to real estate loans of $67,487 thousand and $62,277 thousand at June 30, 2014 and December 31, 2013, 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.


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-21-

 
Note 6: Other Assets

Other assets consisted of the following:
 
   
At June 30,
2014
   
At December 31,
2013
 
   
(In thousands)
 
Cost method equity investments:
           
    Federal Reserve Bank stock (1)
  $ 14,069     $ 14,069  
    Federal Home Loan Bank stock (2)
    940       4,188  
    Other investments
    316       376  
        Total cost method equity investments
    15,325       18,633  
Life insurance cash surrender value
    44,938       43,896  
Net deferred tax asset
    49,482       53,281  
Limited partnership investments
    16,893       18,198  
Interest receivable
    18,820       18,925  
FDIC indemnification receivable
    -       4,032  
Prepaid assets
    5,604       5,229  
Other assets
    11,508       14,238  
    Total other assets
  $ 162,570     $ 176,432  
 
(1) A bank applying for membership in the Federal Reserve System is required to subscribe to stock in the Federal Reserve Bank (FRB) 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.

(2) Borrowings from the Federal Home Loan Bank (FHLB) must be supported by capital stock holdings. The minimum activity-based requirement is 4.7% of the outstanding advances. The requirement may be adjusted from time to time by the FHLB within limits established in the FHLB's Capital Plan.
 
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 periodically evaluated for impairment. The Company did not recognize impairment during the six months ended June 30, 2014 and year ended December 31, 2013. 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 six months ended June 30, 2014 and year ended December 31, 2013, no such adjustments were recorded.

The carrying values of goodwill were:
 
   
At June 30,
2014
   
At December 31,
2013
 
   
(In thousands)
 
Goodwill
  $ 121,673     $ 121,673  
 
The gross carrying amount of identifiable intangible assets and accumulated amortization was:
 
   
At June 30, 2014
   
At December 31, 2013
 
   
Gross
Carrying
Amount
   
Accumulated
Amortization
   
Gross
Carrying
Amount
   
Accumulated
Amortization
 
   
(In thousands)
 
Core Deposit Intangibles
  $ 56,808     $ (41,237 )   $ 56,808     $ (39,242 )
Merchant Draft Processing Intangible
    10,300       (9,477 )     10,300       (9,309 )
    Total Identifiable Intangible Assets
  $ 67,108     $ (50,714 )   $ 67,108     $ (48,551 )
 
 
-22-

 
As of June 30, 2014, the current year and estimated future amortization expense for identifiable intangible assets was:
 
   
Core
Deposit
Intangibles
   
Merchant
Draft
Processing
Intangible
   
Total
 
   
(In thousands)
 
Six months ended June 30, 2014 (actual)
  $ 1,995     $ 168     $ 2,163  
Estimate for year ended December 31, 2014
    3,946       324       4,270  
     2015
    3,594       262       3,856  
     2016
    3,292       212       3,504  
     2017
    2,913       164       3,077  
     2018
    1,892       29       1,921  
     2019
    538       -       538  
 
Note 8: Deposits and Borrowed Funds

The following table provides additional detail regarding deposits:
 
    Deposits  
   
At June 30, 2014
   
At December 31, 2013
 
   
(In thousands)
 
Noninterest-bearing
  $ 1,814,023     $ 1,740,182  
Interest-bearing:
               
    Transaction
    756,596       763,088  
    Savings
    1,198,353       1,167,744  
    Time
    444,417       492,767  
        Total deposits
  $ 4,213,389     $ 4,163,781  
 
Demand deposit overdrafts of $6,516 thousand and $3,002 thousand were included as loan balances at June 30, 2014 and December 31, 2013, respectively. Interest expense for aggregate time deposits with individual account balances in excess of $100 thousand was $233 thousand and $464 thousand in the second quarter and first six months of 2014, respectively and $283 thousand and $587 thousand in the second quarter and first six months of 2013, respectively.

Short-term borrowed funds of $68,962 thousand and $62,668 thousand at June 30, 2014 and December 31, 2013, respectively, represent securities sold under agreements to repurchase the securities. As the Company is obligated to repurchase the securities, the transfer of the securities is accounted for as a secured borrowing rather than a sale. Securities sold under repurchase agreements are held in the custody of independent securities brokers. The carrying amount of the securities approximates $211,852 thousand and $113,902 thousand at June 30, 2014 and December 31, 2013, respectively. The short-term borrowed funds mature on an overnight basis.

Federal Home Loan Bank (“FHLB”) advances with a carrying value of $20,296 thousand at June 30, 2014 and $20,577 thousand at December 31, 2013 are secured by residential real estate loans and securities, the amount of such loans and securities approximates $30,602 thousand at June 30, 2014 and $32,953 thousand at December 31, 2013. The FHLB advances are due in full at par value upon their maturity dates: $20,000 thousand mature in January 2015. The FHLB advances may be paid off prior to such maturity dates subject to prepayment fees.

The $10,000 thousand term repurchase agreement at June 30, 2014 and December 31, 2013 represents securities sold under an agreement to repurchase the securities. As the Company is obligated to repurchase the securities, the transfer of the securities is accounted for as a secured borrowing rather than a sale. Securities sold under repurchase agreements are held in the custody of independent securities brokers. The carrying amount of the related securities is approximately $10,288 thousand at June 30, 2014 and $11,278 thousand at December 31, 2013. The term repurchase agreement matures in full in August 2014.

The Company has a $35,000 thousand unsecured line of credit which had no outstanding balance at June 30, 2014 and December 31, 2013. The line of credit has a variable interest rate, which was 2.0% per annum at June 30, 2014, with interest payable monthly on outstanding advances. Advances may be made up to the unused credit limit through March 18, 2015.
 
 
-23-

 
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.  Available for sale investment securities are recorded at fair value on a recurring basis.  Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as other real estate owned, impaired loans, certain loans held for investment, investment 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 Codification, the Company bases its fair values on the price that would be received to sell an asset or paid to transfer a liability in the principal market or most advantageous market for an asset or liability in an orderly transaction between market participants on the measurement date under current market conditions.  A fair value measurement reflects all of the assumptions that market participants would use in pricing the asset or liability, including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset, and the risk of nonperformance.

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

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

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

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 investment securities available for sale and investment securities held to maturity. The Company employs three pricing services. To validate the pricing of these vendors, the Company routinely randomly selects securities for pricing by two or more of the vendors; significant pricing differences, if any, are evaluated using all available independent quotes with the lowest quote generally used as the fair value estimate. In addition, the Company conducts “other than temporary impairment (OTTI)” analysis on a quarterly basis; securities selected for OTTI analysis include all securities at a market price below 95 percent of par value and with a market to book ratio below 95:100. 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.

When the Company changes its valuation assumptions for measuring financial assets and financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new assumptions used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the six months ended June 30, 2014 and year ended December 31, 2013, there were no transfers in or out of levels 1, 2 or 3.

 
-24-

 
Assets Recorded at Fair Value on a Recurring Basis

The table below presents assets measured at fair value on a recurring basis.

   
At June 30, 2014
 
   
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2 )
   
Significant Unobservable Inputs
(Level 3 )
 
   
(In thousands)
 
U.S. Treasury securities
  $ 3,510     $ 3,510     $ -     $ -  
Securities of U.S. Government sponsored entities
    340,439       340,439       -       -  
Residential mortgage-backed securities
    30,359       -       30,359       -  
Commercial mortgage-backed securities
    3,135       -       3,135       -  
Obligations of states and political subdivisions
    185,826       -       185,826       -  
Residential collateralized mortgage obligations
    240,191       -       240,191       -  
Asset-backed securities
    8,946       -       8,946       -  
FHLMC and FNMA stock
    17,199       17,199       -       -  
Corporate securities
    445,965       -       445,965       -  
Other securities
    2,672       798       1,874       -  
    Total securities available for sale
  $ 1,278,242     $ 361,946     $ 916,296     $ -  



   
At December 31, 2013
 
   
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2 )
   
Significant Unobservable Inputs
(Level 3 )
 
   
(In thousands)
 
U.S. Treasury securities
  $ 3,506     $ 3,506     $ -     $ -  
Securities of U.S. Government sponsored entities
    130,492       130,492       -       -  
Residential mortgage-backed securities
    34,176       -       34,176       -  
Commercial mortgage-backed securities
    3,425       -       3,425       -  
Obligations of states and political subdivisions
    191,386       -       191,386       -  
Residential collateralized mortgage obligations
    252,896       -       252,896       -  
Asset-backed securities
    14,555       -       14,555       -  
FHLMC and FNMA stock
    13,372       13,372       -       -  
Corporate securities
    432,431       -       432,431       -  
Other securities
    3,142       1,300       1,842       -  
    Total securities available for sale
  $ 1,079,381     $ 148,670     $ 930,711     $ -  
 
[The remainder of this page intentionally left blank]
 
 
-25-

 
Assets Recorded at Fair Value on a Nonrecurring Basis

The Company may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from application of lower-of-cost or fair-value accounting of individual assets. For assets measured at fair value on a nonrecurring basis that were recorded in the balance sheet at June 30, 2014 and December 31, 2013, the following table provides the level of valuation assumptions used to determine each adjustment and the carrying value of the related assets at period end.
 
   
At June 30, 2014
 
   
Fair Value
   
Level 1
   
Level 2
   
Level 3
   
Total Losses
 
   
(In thousands)
 
Other real estate owned
  $ 8,543     $ -     $ 8,543     $ -     $ (39 )
Impaired loans
    8,472       -       6,900       1,572       (385 )
    Total assets measured at fair value on a nonrecurring basis
  $ 17,015     $ -     $ 15,443     $ 1,572     $ (424 )

   
At December 31, 2013
 
   
Fair Value
   
Level 1
   
Level 2
   
Level 3
   
Total Losses
 
   
(In thousands)
 
Other real estate owned
  $ 13,320     $ -     $ 13,320     $ -     $ (814 )
Impaired loans
    9,672       -       7,967       1,705       (233 )
    Total assets measured at fair value on a nonrecurring basis
  $ 22,992     $ -     $ 21,287     $ 1,705     $ (1,047 )

Level 2 – Valuation is based upon independent market prices or appraised value of the collateral, less 10% for selling costs, generally.  Level 2 includes other real estate owned that has been measured at fair value upon transfer to foreclosed assets and impaired loans collateralized by real property where a specific reserve has been established or a charge-off has been recorded. Losses on other real estate owned represent losses recognized in earnings during the period subsequent to its initial classification as foreclosed assets.
 
Level 3 – Valuation is based upon estimated liquidation values of loan collateral.  The value of level 3 assets can also include a component of real estate, which is valued as described for level 2 inputs, when collateral for the impaired loan includes both business assets and real estate.  Level 3 includes impaired loans where a specific reserve has been established or a charge-off has been recorded.

Disclosures about Fair Value of Financial Instruments

The following section describes the valuation methodologies used by the Company for estimating fair value of financial instruments not recorded at fair value in the balance sheet.

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

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

Loans  Loans were separated into two groups for valuation. Variable rate loans, except for those described below, which reprice frequently with changes in market rates were valued using historical cost. Fixed rate loans and variable rate loans that have reached their minimum contractual interest rates were valued by discounting the future cash flows expected to be received from the loans using current interest rates charged on loans with similar characteristics. Additionally, the allowance for loan losses of $32,398 thousand at June 30, 2014 and $31,693 thousand at December 31, 2013 and the fair value discount due to credit default risk associated with purchased covered and purchased non-covered loans of $529 thousand and $11,193 thousand, respectively at June 30, 2014 and purchased covered and purchased non-covered loans of $10,933 thousand and $3,245 thousand, respectively at December 31, 2013 were applied against the estimated fair values to recognize estimated future defaults of contractual cash flows. The Company does not consider these values to be a liquidation price for the loans.

FDIC Indemnification Receivable  The fair value of the FDIC indemnification receivable recorded in Other Assets was estimated by discounting estimated future cash flows using current market rates for financial instruments with similar characteristics.
 
 
-26-

 
Deposit Liabilities  Deposits with no stated maturity such as checking accounts, savings accounts and money market accounts can be readily converted to cash or used to settle transactions at face value through the broad financial system operated by the Federal Reserve Bank and financial institutions. The fair value of deposits with no stated maturity is equal to the amount payable on demand. The fair values of time deposits were estimated by discounting estimated future contractual cash flows using current market rates for financial instruments with similar characteristics.

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

Federal Home Loan Bank Advances  The fair values of FHLB advances were estimated by using redemption amounts quoted by the Federal Home Loan Bank of San Francisco.

Term Repurchase Agreement  The fair value of the term repurchase agreement was estimated by using interpolated yields for financial instruments with similar characteristics.

The table below is 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 table are recorded in the balance sheet under the indicated captions.

The Company has not included assets and liabilities that are not financial instruments, such as goodwill, long-term relationships with deposit, merchant processing and trust customers, other purchased intangibles, premises and equipment, deferred taxes and other assets and liabilities. The total estimated fair values do not represent, and should not be construed to represent, the underlying value of the Company.
 
   
At June 30, 2014
 
   
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
  $ 484,904     $ 484,904     $ 484,904     $ -     $ -  
    Investment securities held to maturity
    1,069,135       1,073,793       1,285       1,072,508       -  
    Loans
    1,752,210       1,756,418       -       -       1,756,418  
                                         
Financial Liabilities:
                                       
    Deposits
  $ 4,213,389     $ 4,211,748     $ -     $ 3,768,972     $ 442,776  
    Short-term borrowed funds
    68,962       68,962       -       68,962       -  
    Federal Home Loan Bank advances
    20,296       20,299       20,299       -       -  
    Term repurchase agreement
    10,000       10,009       -       10,009       -  

   
At December 31, 2013
 
   
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
  $ 472,028     $ 472,028     $ 472,028     $ -     $ -  
    Investment securities held to maturity
    1,132,299       1,112,676       1,597       1,111,079       -  
    Loans
    1,796,051       1,800,625       -       -       1,800,625  
    Other assets - FDIC indemnification receivable
    4,032       4,032       -       -       4,032  
                                         
Financial Liabilities:
                                       
    Deposits
  $ 4,163,781     $ 4,162,935     $ -     $ 3,671,014     $ 491,921  
    Short-term borrowed funds
    62,668       62,668       -       62,668       -  
    Federal Home Loan Bank advances
    20,577       20,558       20,558       -       -  
    Term repurchase agreement
    10,000       10,054       -       10,054       -  
 
-27-

 

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. 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 $318,709 thousand and $320,934 thousand at June 30, 2014 and December 31, 2013, respectively. Standby letters of credit commit the Company to make payments on behalf of customers when certain specified future events occur. Standby letters of credit are primarily issued to support customers’ short-term financing requirements and must meet the Company’s normal credit policies and collateral requirements. Financial and performance standby letters of credit outstanding totaled $29,172 thousand and $31,777 thousand at June 30, 2014 and December 31, 2013, respectively. The Company also had commitments for commercial and similar letters of credit of $40 thousand at June 30, 2014 and $344 thousand at December 31, 2013.

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 is reasonably estimable.
 
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
 
   
Ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
   
(In thousands, except per share data)
 
Net income applicable to common equity (numerator)
  $ 15,157     $ 17,112     $ 30,464     $ 34,383  
Basic earnings per common share
                               
Weighted average number of common shares outstanding - basic (denominator)
    26,175       26,890       26,303       27,017  
Basic earnings per common share
  $ 0.58     $ 0.64     $ 1.16     $ 1.27  
Diluted earnings per common share
                               
Weighted average number of common shares outstanding - basic
    26,175       26,890       26,303       27,017  
Add common stock equivalents for options
    63       8       84       10  
Weighted average number of common shares outstanding - diluted (denominator)
    26,238       26,898       26,387       27,027  
Diluted earnings per common share
  $ 0.58     $ 0.64     $ 1.15     $ 1.27  

For the three and six months ended June 30, 2014, options to purchase 1,050 thousand and 929 thousand shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per share because the option exercise price exceeded the fair value of the stock such that their inclusion would have had an anti-dilutive effect.

For the three and six months ended June 30, 2013, options to purchase 2,264 thousand and 2,290 thousand shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per share because their inclusion would have had an anti-dilutive effect.
 
 
-28-

 
WESTAMERICA BANCORPORATION
FINANCIAL SUMMARY
 
   
For the Three Months
   
For the Six Months
 
   
Ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
   
(In thousands, except per share data)
 
Net Interest and Fee Income (FTE)1
  $ 38,582     $ 42,628     $ 77,446     $ 86,463  
Provision for Loan Losses
    1,000       1,800       2,000       4,600  
Noninterest Income
    13,198       14,284       26,188       28,562  
Noninterest Expense
    26,957       28,192       53,830       56,869  
Income Before Income Taxes (FTE)1
    23,823       26,920       47,804       53,556  
Income Tax Provision (FTE)1
    8,666       9,808       17,340       19,173  
Net Income
  $ 15,157     $ 17,112     $ 30,464     $ 34,383  
                                 
Average Common Shares Outstanding
    26,175       26,890       26,303       27,017  
Diluted Average Common Shares Outstanding
    26,238       26,898       26,387       27,027  
Common Shares Outstanding at Period End
    26,074       26,769       26,074       26,769  
                                 
Per Common Share:
                               
  Basic Earnings
  $ 0.58     $ 0.64     $ 1.16     $ 1.27  
  Diluted Earnings
    0.58       0.64       1.15       1.27  
  Book Value
  $ 20.66     $ 20.34                  
                                 
Financial Ratios:
                               
  Return on Assets
    1.24 %     1.42 %     1.25 %     1.42 %
  Return on Common Equity
    11.57 %     12.74 %     11.61 %     12.84 %
  Net Interest Margin (FTE)1
    3.76 %     4.12 %     3.79 %     4.19 %
  Net Loan Losses to Average Loans
    0.16 %     0.25 %     0.14 %     0.39 %
  Efficiency Ratio2
    52.1 %     49.5 %     51.9 %     49.4 %
                                 
Average Balances:
                               
  Assets
  $ 4,908,467     $ 4,840,319     $ 4,899,255     $ 4,874,212  
  Earning Assets
    4,114,811       4,147,096       4,104,009       4,141,510  
  Loans
    1,802,041       1,994,361       1,811,998       2,035,944  
  Deposits
    4,238,769       4,132,509       4,224,326       4,165,685  
  Shareholders' Equity
    525,288       538,529       529,202       540,192  
                                 
Period End Balances:
                               
  Assets
  $ 4,931,095     $ 4,813,908                  
  Earning Assets
    4,131,985       4,078,844                  
  Loans
    1,784,608       1,939,341                  
  Deposits
    4,213,389       4,101,394                  
  Shareholders' Equity
    538,803       544,622                  
                                 
Capital Ratios at Period End:
                               
  Total Risk Based Capital
    15.04 %     15.98 %                
  Tangible Equity to Tangible Assets
    8.36 %     8.61 %                
                                 
Dividends Paid Per Common Share
  $ 0.38     $ 0.37     $ 0.76     $ 0.74  
Common Dividend Payout Ratio
    66 %     58 %     66 %     58 %
 
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 a "fully taxable equivalent" ("FTE") basis, which is a non-GAAP financial measure, in order to reflect the effect of income which is exempt from federal income taxation at the current statutory tax rate.
 
2 The efficiency ratio is defined as noninterest expense divided by total revenue (net interest income on an FTE basis, which is a non-GAAP financial measure, and noninterest income).

 
-29-

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

The Federal Reserve’s Federal Open Market Committee has maintained highly accommodative monetary policies to influence interest rates to low levels in order to provide stimulus to the economy following the “financial crisis” recession. The Company’s principal source of revenue is net interest and fee income, which represents interest earned on loans and investment securities (“earning assets”) reduced by interest paid on deposits and other borrowings (“interest-bearing liabilities”). The relatively low level of market interest rates has reduced the spread between interest rates on earning assets and interest bearing liabilities. The Company’s net interest margin and net interest income declined as market interest rates on newly originated loans remain below the yields earned on older-dated loans and on the overall loan portfolio. The Company is reducing its exposure to rising interest rates by purchasing shorter-duration investment securities with lower yields than longer-duration securities. The Company’s noninterest income was lower in the second quarter 2014 and in the first half of 2014 relative to the comparable periods in 2013 due to lower service charges on deposit accounts and lower merchant processing service fees. The Company incurs noninterest expenses to deliver products and services to its customers. The Company’s credit quality continued to improve, as nonperforming assets and loan charge-offs declined in the second quarter and in the first half of 2014 compared with corresponding periods in 2013 and contributed to reducing expenses for nonperforming assets. Management is focused on controlling all noninterest expense levels, particularly due to market interest rate pressure on net interest income.

Westamerica Bancorporation and subsidiaries (the “Company”) reported net income of $15.2 million or $0.58 diluted earnings per common share for the second quarter 2014 and net income of $30.5 million or $1.15 diluted earnings per common share for the six months ended June 30, 2014. These results compare to net income of $17.1 million or $0.64 diluted earnings per common share for the second quarter 2013 and net income of $34.4 million or $1.27 diluted earnings per common share for the six months ended June 30, 2013.

Net Income

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

   
For the Three Months
   
For the Six Months
 
   
Ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
   
(In thousands, except per share data)
 
Net interest income (FTE)
  $ 38,582     $ 42,628     $ 77,446     $ 86,463  
Provision for loan losses
    1,000       1,800       2,000       4,600  
Noninterest income
    13,198       14,284       26,188       28,562  
Noninterest expense
    26,957       28,192       53,830       56,869  
Income  before taxes (FTE)
    23,823       26,920       47,804       53,556  
Income tax provision (FTE)
    8,666       9,808       17,340       19,173  
Net income
  $ 15,157     $ 17,112     $ 30,464     $ 34,383  
                                 
Average diluted common shares
    26,238       26,898       26,387       27,027  
Diluted earnings per common share
  $ 0.58     $ 0.64     $ 1.15     $ 1.27  
                                 
Average total assets
  $ 4,908,467     $ 4,840,319     $ 4,899,255     $ 4,874,212  
Net income to average total assets (annualized)
    1.24 %     1.42 %     1.25 %     1.42 %
Net income to average common stockholders' equity (annualized)
    11.57 %     12.74 %     11.61 %     12.84 %
 
Net income for the second quarter of 2014 was $2.0 million less than the same quarter of 2013, the net result of declines in net interest and fee income (fully taxable equivalent or “FTE”) and noninterest income, partially offset by decreases in the provision for loan losses, noninterest expense and income tax provision (FTE). A decrease in net interest and fee income (FTE) was mostly attributed to lower average balances of loans and lower yields on interest-earning assets, partially offset by higher average balances of investments and lower average balances of interest-bearing liabilities. The provision for loan losses was reduced, reflecting Management's evaluation of losses inherent in the loan portfolio; net losses and nonperforming loan volumes have declined relative to earlier periods. Lower noninterest income was mostly attributable to lower service charges on deposit accounts and lower merchant processing service fees. Noninterest expense decreased primarily due to reduced other real estate owned (“OREO”) expense net of disposition gains, loan administration expenses, and professional fees.

Comparing the first half of 2014 with the first half of 2013, net income decreased $3.9 million primarily due to lower net interest and fee income (FTE) and lower noninterest income, partially offset by decreases in the provision for loan losses, noninterest expense and income tax provision (FTE). The lower net interest and fee income (FTE) was primarily caused by a lower average volume of loans and lower yields on interest earning assets, partially offset by higher average balances of investments and lower average balances of interest-bearing liabilities. The provision for loan losses was reduced, reflecting Management's evaluation of losses inherent in the loan portfolio. Lower noninterest income was mostly attributable to lower service charges on deposit accounts and lower merchant processing service fees. Noninterest expense decreased mostly due to reduced OREO expense net of disposition gains, personnel costs, loan administration expenses, intangible amortization and professional fees.

 
-30-

 
Net Interest and Fee Income (FTE)

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

   
For the Three Months
   
For the Six Months
 
   
Ended June 30,
 
 
 
2014
   
2013
   
2014
   
2013
 
   
(In thousands)
                   
Interest and fee income
  $ 35,403     $ 39,269     $ 70,967     $ 79,734  
Interest expense
    900       1,219       1,798       2,471  
FTE adjustment
    4,079       4,578       8,277       9,200  
  Net interest income (FTE)
  $ 38,582     $ 42,628     $ 77,446     $ 86,463  
                                 
Average earning assets
  $ 4,114,811     $ 4,147,096     $ 4,104,009     $ 4,141,510  
Net interest margin (FTE) (annualized)
    3.76 %     4.12 %     3.79 %     4.19 %

Net interest and fee income (FTE) decreased during the second quarter 2014 by $4.0 million from the same period in 2013 to $38.6 million, mainly due to lower average balances of loans (down $192 million) and lower yields on interest-earning assets (down 39 basis points “bp”), partially offset by higher average balances of investments (up $160 million) and lower average balances of interest-bearing liabilities (down $84 million).

Comparing the first six months of 2014 with the first six months of 2013, net interest and fee income (FTE) decreased $9.0 million primarily due to a lower average volume of loans (down $224 million) and lower yields on interest-earning assets (down 43 bp), partially offset by higher average balances of investments (up $186 million) and lower average balances of  interest-bearing liabilities (down $107 million).

Loan volumes have declined due to problem loan workout activities (such as chargeoffs, collateral repossessions and principal payments), particularly with purchased loans, and reduced volumes of loan originations. In Management’s opinion, current levels of competitive loan pricing do not provide adequate forward earnings potential. As a result, the Company has not currently taken an aggressive posture relative to loan portfolio growth. Management has maintained relatively stable interest-earning asset volumes by increasing investment securities as loan volumes have declined.

Yields on interest-earning assets have declined due to relatively low interest rates prevailing in the market. In the first half of 2014, the Company purchased shorter-duration investment securities with lower yields than longer-duration securities in order to reduce its exposure to rising interest rates. The Company’s high levels of liquidity will provide an opportunity to obtain higher yielding assets once market interest rates start rising. The Company has been replacing higher-cost funding sources with low-cost deposits and interest expense has declined to offset some of the decline in asset yields.

Interest and Fee Income (FTE)

Interest and fee income (FTE) for the second quarter of 2014 decreased $4.4 million or 10.0% from the same period in 2013. The decrease was caused by lower average balances of loans and lower yields on interest-earning assets, partially offset by higher average balances of investments.

The total average balances of loans declined due to decreases in the average balances of commercial real estate loans (down $105 million), consumer loans (down $58 million), residential real estate loans (down $44 million) and tax-exempt commercial loans (down $20 million), partially offset by a $37 million increase in the average balance of taxable commercial loans. The average investment portfolio increased largely due to higher average balances of securities of U.S. Government sponsored entities (up $269 million), partially offset by a $113 million decrease in average balances of collateralized mortgage obligations and mortgage-backed securities.

 
-31-

 
The average yield on the Company's earning assets decreased from 4.24% in the second quarter 2013 to 3.85% in the corresponding period of 2014. The composite yield on loans declined 20 bp to 5.18% mostly due to lower yields on consumer loans (down 36 bp), taxable commercial loans (down 46 bp), commercial real estate loans (down 10 bp) and construction loans (down 313 bp). Nonperforming loans are included in average loan volumes used to compute loan yields; fluctuations in nonaccrual loan volumes impact loan yields. The investment yields in general declined due to market rates. The investment portfolio yield decreased 38 bp to 2.80% primarily due to lower yields on municipal securities (down 50 bp) and corporate securities (down 28 bp), partially offset by a 39 bp increase in yields on securities of U.S. Government sponsored entities. The yield on securities of U.S. government sponsored entities rose as securities added to the portfolio in the second quarter 2014 were higher yielding than securities held in the prior period.

Comparing the first half of 2014 with the first half of 2013, interest and fee income (FTE) was down $9.7 million or 10.9%. The decrease resulted from a lower average volume of loans and lower yields on interest-earning assets, partially offset by higher average balances of investments. Average interest earning assets decreased $38 million or 0.9% in the first half of 2014 compared with the first half of 2013, net result of a $224 million decrease in average loans and a $186 million increase in average investments. The decrease in the average balance of the loan portfolio was attributable to decreases in average balances of commercial real estate loans (down $111 million), consumer loans (down $67 million), residential real estate loans (down $46 million) and tax-exempt commercial loans (down $20 million), partially offset by a $22 million increase in the average balance of taxable commercial loans. The average investment portfolio increased mostly due to higher average balances of U.S. government sponsored entities (up $218 million) and corporate securities (up $65 million), partially offset by a $105 million decrease in average balances of collateralized mortgage obligations and mortgage-backed securities. The average yield on earning assets for the first half of 2014 was 3.88% compared with 4.31% in the first half of 2013. The loan portfolio yield for the first half of 2014 was 5.19% compared with 5.42% for the first half of 2013 mostly due to lower yields on consumer loans (down 38 bp), commercial real estate loans (down 15 bp), taxable commercial loans (down 46 bp), residential real estate loans (down 15 bp), construction loans (down 216 bp) and tax-exempt commercial loans (down 17 bp). Nonperforming loans are included in average loan volumes used to compute loan yields; fluctuations in nonaccrual loan volumes impact loan yields. The yield on construction loans in the first half of 2013 was elevated due to interest received on nonaccrual loans and discount accretion on purchased loans. The investment portfolio yield decreased 41 bp to 2.84% primarily due to lower yields on municipal securities (down 56 bp) and corporate securities (down 32 bp), partially offset by higher yields on securities of U.S. government sponsored entities (up 34 bp). The yield on securities of U.S. government sponsored entities rose as securities added to the portfolio in the first half of 2014 were higher yielding than securities held in the prior period.

Interest Expense

Interest expense has been reduced by lowering rates paid on interest-bearing deposits and borrowings and by reducing the volume of higher-cost funding sources. A $15 million long-term note was repaid in October 2013 and average balances of time deposits declined $148 million for the second quarter 2014 compared with second quarter 2013 and $156 million for the first half of 2014 compared with the first half of 2013. Lower-cost checking and savings deposits accounted for 89.3% of total average deposits in the second quarter 2014 compared with 85.5% in the second quarter 2013 and 89.1% in the first half of 2014 compared with 85.2% in the first half of 2013.

Interest expense in the second quarter of 2014 decreased $319 thousand or 26.2% compared with the same period in 2013 due to lower average balances of interest-bearing liabilities. Interest-bearing liabilities declined due to lower average balances of time deposits $100 thousand or more (down $118 million), time deposits less than $100 thousand (down $30 million), preferred money market savings (down $19 million), debt financing (down $15 million) and Federal Home Loan Bank advances (down $5 million), partially offset by higher average balances of money market savings (up $58 million), money market checking accounts (up $31 million) and regular savings (up $15 million). The average rate paid on interest-bearing liabilities decreased from 0.19% in the second quarter of 2013 to 0.14% in the second quarter of 2014. Rates on interest-bearing deposits were 0.12% for the second quarter 2014 compared with 0.14% for the second quarter 2013.

Comparing the first half of 2014 with the first half of 2013, interest expense declined $673 thousand or 27.2% due to lower average balances of interest-bearing liabilities. Average balances of debt financing and Federal Home Loan Bank advances declined $15 million and $5 million, respectively. Average balances of interest-bearing deposits decreased primarily due to lower average balances of time deposits $100 thousand or more (down $125 million), time deposits less than $100 thousand (down $31 million) and preferred money market savings (down $19 million), partially offset by higher average balances of money market checking accounts (up $23 million), money market savings (up $49 million) and regular savings (up $14 million). Rates paid on interest-bearing liabilities averaged 0.14% during the first half of 2014 compared with 0.19% for the first half of 2013. Rates paid on interest-bearing deposits were 0.12% in the first half of 2014 compared with 0.14% in the first half of 2013.

 
-32-

 
Net Interest Margin (FTE)

The following summarizes the components of the Company's net interest margin for the periods indicated:

   
For the Three Months
   
For the Six Months
 
   
Ended June 30,
 
 
 
2014
   
2013
   
2014
   
2013
 
                         
Yield on earning assets (FTE)
    3.85 %     4.24 %     3.88 %     4.31 %
Rate paid on interest-bearing liabilities
    0.14 %     0.19 %     0.14 %     0.19 %
Net interest spread (FTE)
    3.71 %     4.05 %     3.74 %     4.12 %
Impact of noninterest bearing demand deposits
    0.05 %     0.07 %     0.05 %     0.07 %
Net interest margin (FTE)
    3.76 %     4.12 %     3.79 %     4.19 %
 
During the first half of 2014, the net interest margin (FTE) was affected by low market interest rates. The volume of older-dated higher-yielding loans and securities declined due to principal maturities and paydowns. Newly originated loans and purchased securities have lower yields. The Company is reducing its exposure to rising interest rates by purchasing shorter-duration investment securities, which carry lower yields than longer-duration securities. Rates on interest-bearing liabilities were kept low by reducing the volume of higher-cost funding sources. During the second quarter 2014 the net interest margin (FTE) decreased 36 bp compared with the same period in 2013. Lower yields on earning assets were partially offset by lower rates paid on interest-bearing liabilities and resulted in a 34 bp decrease in net interest spread (FTE). The 5 bp net interest margin contribution of noninterest-bearing demand deposits resulted in the net interest margin (FTE) of 3.76%. During the first half of 2014, the net interest margin (FTE) decreased 40 bp compared with the first half of 2013. The net interest spread (FTE) in the first half of 2014 was 3.74% compared with 4.12% in the fourth quarter of 2013, the net result of a 43 bp decrease in earning asset yields, partially offset by lower cost of interest-bearing liabilities (down 5 bp).




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-33-

 
Summary of Average Balances, Yields/Rates and Interest Differential

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

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

   
For the Three Months Ended
 
   
June 30, 2014
 
         
Interest
       
   
Average
   
Income/
   
Yields/
 
   
Balance
   
Expense
   
Rates
 
   
(In thousands)
 
Assets
                 
Investment securities:
                 
Available for sale
                 
Taxable
  $ 1,050,267     $ 4,175       1.59 %
Tax-exempt (1)
    172,720       2,403       5.57 %
Held to maturity
                       
Taxable
    364,952       1,701       1.86 %
Tax-exempt (1)
    724,831       7,947       4.39 %
Loans:
                       
Commercial:
                       
Taxable
    294,875       4,051       5.51 %
Tax-exempt (1)
    89,565       1,343       6.01 %
Commercial real estate
    775,687       11,889       6.15 %
Real estate construction
    13,109       182       5.55 %
Real estate residential
    174,791       1,490       3.41 %
Consumer
    454,014       4,301       3.80 %
Total loans (1)
    1,802,041       23,256       5.18 %
Total Interest-earning assets (1)
    4,114,811     $ 39,482       3.85 %
Other assets
    793,656                  
Total assets
  $ 4,908,467                  
                         
Liabilities and shareholders' equity
                       
Deposits:
                       
Noninterest-bearing demand
  $ 1,799,994     $ -       - %
Savings and interest-bearing transaction
    1,986,256       305       0.06 %
Time less than $100,000
    201,506       216       0.43 %
Time $100,000 or more
    251,013       233       0.37 %
Total interest-bearing deposits
    2,438,775       754       0.12 %
Short-term borrowed funds
    60,876       21       0.14 %
Term repurchase agreement
    10,000       24       0.98 %
Federal Home Loan Bank advances
    20,379       101       1.99 %
Total interest-bearing liabilities
    2,530,030     $ 900       0.14 %
Other liabilities
    53,155                  
Shareholders' equity
    525,288                  
Total liabilities and shareholders' equity
  $ 4,908,467                  
Net interest spread (1) (2)
                    3.71 %
Net interest and fee income and interest margin (1) (3)
          $ 38,582       3.76 %

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

 
-34-

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

   
For the Three Months Ended
 
   
June 30, 2013
 
         
Interest
       
   
Average
   
Income/
   
Yields/
 
   
Balance
   
Expense
   
Rates
 
   
(In thousands)
 
Assets
                 
Investment securities:
                 
Available for sale
                 
Taxable
  $ 812,920     $ 3,715       1.83 %
Tax-exempt (1)
    188,231       2,632       5.59 %
Held to maturity
                       
Taxable
    441,285       1,875       1.70 %
Tax-exempt (1)
    710,299       8,880       5.00 %
Loans:
                       
Commercial:
                       
Taxable
    257,516       3,834       5.97 %
Tax-exempt (1)
    109,410       1,620       5.94 %
Commercial real estate
    881,108       13,725       6.25 %
Real estate construction
    15,706       340       8.68 %
Real estate residential
    218,926       1,915       3.50 %
Consumer
    511,695       5,311       4.16 %
Total loans (1)
    1,994,361       26,745       5.38 %
Total Interest-earning assets (1)
    4,147,096     $ 43,847       4.24 %
Other assets
    693,223                  
Total assets
  $ 4,840,319                  
                         
Liabilities and shareholders' equity
                       
Deposits:
                       
Noninterest-bearing demand
  $ 1,630,326     $ -       - %
Savings and interest-bearing transaction
    1,901,341       292       0.06 %
Time less than $100,000
    231,567       272       0.47 %
Time $100,000 or more
    369,275       283       0.31 %
Total interest-bearing deposits
    2,502,183       847       0.14 %
Short-term borrowed funds
    61,076       26       0.17 %
Term repurchase agreement
    10,000       25       0.99 %
Federal Home Loan Bank advances
    25,719       120       1.87 %
Debt financing
    15,000       201       5.35 %
Total interest-bearing liabilities
    2,613,978     $ 1,219       0.19 %
Other liabilities
    57,486                  
Shareholders' equity
    538,529                  
Total liabilities and shareholders' equity
  $ 4,840,319                  
Net interest spread (1) (2)
                    4.05 %
Net interest and fee income and interest margin (1) (3)
          $ 42,628       4.12 %

(1) Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.
(2) Net interest spread represents the average yield earned on interest-earning assets less the average rate incurred on interest-bearing liabilities.
(3) Net interest margin is computed by calculating the difference between interest income and expense (annualized), divided by the average balance of interest-earning assets.
 
-35-

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

   
For the Six Months Ended
 
   
June 30, 2014
 
         
Interest
       
   
Average
   
Income/
   
Yields/
 
   
Balance
   
Expense
   
Rates
 
   
(In thousands)
 
Assets
                 
Investment securities:
                 
Available for sale
                 
Taxable
  $ 1,010,610     $ 8,100       1.60 %
Tax-exempt (1)
    175,073       4,837       5.53 %
Held to maturity
                       
Taxable
    372,133       3,459       1.86 %
Tax-exempt (1)
    734,195       16,233       4.42 %
Loans:
                       
Commercial:
                       
Taxable
    287,984       8,124       5.69 %
Tax-exempt (1)
    92,188       2,655       5.81 %
Commercial real estate
    781,944       23,812       6.14 %
Real estate construction
    13,125       372       5.72 %
Real estate residential
    179,582       3,038       3.38 %
Consumer
    457,175       8,614       3.80 %
Total loans (1)
    1,811,998       46,615       5.19 %
Total Interest-earning assets (1)
    4,104,009     $ 79,244       3.88 %
Other assets
    795,246                  
Total assets
  $ 4,899,255                  
                         
Liabilities and shareholders' equity
                       
Deposits:
                       
Noninterest-bearing demand
  $ 1,784,316     $ -       - %
Savings and interest-bearing transaction
    1,980,375       606       0.06 %
Time less than $100,000
    205,047       437       0.43 %
Time $100,000 or more
    254,588       465       0.37 %
Total interest-bearing deposits
    2,440,010       1,508       0.12 %
Short-term borrowed funds
    61,670       41       0.13 %
Term repurchase agreement
    10,000       49       0.99 %
Federal Home Loan Bank advances
    20,449       200       1.98 %
Total interest-bearing liabilities
    2,532,129     $ 1,798       0.14 %
Other liabilities
    53,608                  
Shareholders' equity
    529,202                  
Total liabilities and shareholders' equity
  $ 4,899,255                  
Net interest spread (1) (2)
                    3.74 %
Net interest and fee income and interest margin (1) (3)
          $ 77,446       3.79 %
 
(1) Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.
(2) Net interest spread represents the average yield earned on interest-earning assets less the average rate incurred on interest-bearing liabilities.
(3) Net interest margin is computed by calculating the difference between interest income and expense (annualized), divided by the average balance of interest-earning assets.
 
 
-36-

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

   
For the Six Months Ended
 
   
June 30, 2013
 
         
Interest
       
   
Average
   
Income/
   
Yields/
 
   
Balance
   
Expense
   
Rates
 
   
(In thousands)
 
Assets
                 
Investment securities:
                 
Available for sale
                 
Taxable
  $ 761,994     $ 7,158       1.88 %
Tax-exempt (1)
    190,170       5,845       6.15 %
Held to maturity
                       
Taxable
    457,052       3,967       1.74 %
Tax-exempt (1)
    696,350       17,230       4.95 %
Loans:
                       
Commercial:
                       
Taxable
    265,961       8,110       6.15 %
Tax-exempt (1)
    111,750       3,312       5.98 %
Commercial real estate
    892,908       27,853       6.29 %
Real estate construction
    15,990       625       7.88 %
Real estate residential
    225,412       3,975       3.53 %
Consumer
    523,923       10,859       4.18 %
Total loans (1)
    2,035,944       54,734       5.42 %
Total Interest-earning assets (1)
    4,141,510     $ 88,934       4.31 %
Other assets
    732,702                  
Total assets
  $ 4,874,212                  
                         
Liabilities and shareholders' equity
                       
Deposits:
                       
Noninterest-bearing demand
  $ 1,636,801     $ -       - %
Savings and interest-bearing transaction
    1,913,236       588       0.06 %
Time less than $100,000
    235,810       571       0.49 %
Time $100,000 or more
    379,838       587       0.31 %
Total interest-bearing deposits
    2,528,884       1,746       0.14 %
Short-term borrowed funds
    59,414       37       0.13 %
Term repurchase agreement
    10,000       49       0.99 %
Federal Home Loan Bank advances
    25,748       238       1.87 %
Debt financing
    15,000       401       5.35 %
Total interest-bearing liabilities
    2,639,046     $ 2,471       0.19 %
Other liabilities
    58,173                  
Shareholders' equity
    540,192                  
Total liabilities and shareholders' equity
  $ 4,874,212                  
Net interest spread (1) (2)
                    4.12 %
Net interest and fee income and interest margin (1) (3)
          $ 86,463       4.19 %

(1) Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.
(2) Net interest spread represents the average yield earned on interest-earning assets less the average rate incurred on interest-bearing liabilities.
(3) Net interest margin is computed by calculating the difference between interest income and expense (annualized), divided by the average balance of interest-earning assets.
 
-37-

 
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

   
Three Months Ended June 30, 2014
 
   
Compared with
 
   
Three Months Ended June 30, 2013
 
   
Volume
   
Yield/Rate
   
Total
 
   
(In thousands)
 
Increase (decrease) in interest and fee income:
                 
Investment securities:
                 
Available for sale
                 
Taxable
  $ 1,085     $ (625 )   $ 460  
Tax-exempt (1)
    (217 )     (12 )     (229 )
Held to maturity
                       
Taxable
    (324 )     150       (174 )
Tax-exempt (1)
    182       (1,115 )     (933 )
Loans:
                       
Commercial:
                       
Taxable
    556       (339 )     217  
Tax-exempt (1)
    (294 )     17       (277 )
Commercial real estate
    (1,642 )     (194 )     (1,836 )
Real estate construction
    (56 )     (102 )     (158 )
Real estate residential
    (386 )     (39 )     (425 )
Consumer
    (599 )     (411 )     (1,010 )
Total loans (1)
    (2,421 )     (1,068 )     (3,489 )
Total decrease in interest and fee income (1)
    (1,695 )     (2,670 )     (4,365 )
Increase (decrease) in interest expense:
                       
Deposits:
                       
Savings and interest-bearing transaction
    13       -       13  
Time less than $100,000
    (35 )     (21 )     (56 )
Time $100,000 or more
    (91 )     41       (50 )
Total interest-bearing deposits
    (113 )     20       (93 )
Short-term borrowed funds
    -       (5 )     (5 )
Term repurchase agreement
    -       (1 )     (1 )
Federal Home Loan Bank advances
    (25 )     6       (19 )
Debt financing
    (201 )     -       (201 )
Total (decrease) increase in interest expense
    (339 )     20       (319 )
Decrease in net interest and fee income (1)
  $ (1,356 )   $ (2,690 )   $ (4,046 )
 
(1) Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.
 
-38-

 
Summary of Changes in Interest Income and Expense

   
Six Months Ended June 30, 2014
 
   
Compared with
 
   
Six Months Ended June 30, 2013
 
   
Volume
   
Yield/Rate
   
Total
 
   
(In thousands)
 
Increase (decrease) in interest and fee income:
                 
Investment securities:
                 
Available for sale
                 
Taxable
  $ 2,335     $ (1,393 )   $ 942  
Tax-exempt (1)
    (464 )     (544 )     (1,008 )
Held to maturity
                       
Taxable
    (737 )     229       (508 )
Tax-exempt (1)
    936       (1,933 )     (997 )
Loans:
                       
Commercial:
                       
Taxable
    672       (658 )     14  
Tax-exempt (1)
    (580 )     (77 )     (657 )
Commercial real estate
    (3,461 )     (580 )     (4,041 )
Real estate construction
    (112 )     (141 )     (253 )
Real estate residential
    (808 )     (129 )     (937 )
Consumer
    (1,383 )     (862 )     (2,245 )
Total loans (1)
    (5,672 )     (2,447 )     (8,119 )
Total decrease in interest and fee income (1)
    (3,602 )     (6,088 )     (9,690 )
Increase (decrease) in interest expense:
                       
Deposits:
                       
Savings and interest-bearing transaction
    21       (3 )     18  
Time less than $100,000
    (74 )     (60 )     (134 )
Time $100,000 or more
    (194 )     72       (122 )
Total interest-bearing deposits
    (247 )     9       (238 )
Short-term borrowed funds
    1       3       4  
Term repurchase agreement
    -       -       -  
Federal Home Loan Bank advances
    (49 )     11       (38 )
Debt financing
    (401 )     -       (401 )
Total (decrease) increase in interest expense
    (696 )     23       (673 )
Decrease in net interest and fee income (1)
  $ (2,906 )   $ (6,111 )   $ (9,017 )
 
(1) Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.

Provision for Loan Losses

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

The Company provided $1.0 million for loan losses in the second quarter of 2014, $1.8 million in the second quarter of 2013, $2.0 million in the first half of 2014 and $4.6 million in the first half of 2013. The reduced provision for loan losses for the second quarter and the first half of 2014 reflects Management’s current evaluation of credit quality for the loan portfolio. The Company recorded purchased County Bank and Sonoma Valley Bank loans at estimated fair value upon the acquisition dates, February 6, 2009 and August 20, 2010, respectively. Such estimated fair values were recognized for individual loans, although small balance homogenous loans were pooled for valuation purposes. The valuation discounts recorded for purchased loans included Management’s assessment of the risk of principal loss under economic and borrower conditions prevailing on the dates of purchase. The purchased County Bank loans secured by single-family residential real estate are “covered” through February 6, 2019 by loss-sharing agreements the Company entered with the FDIC which mitigates losses during the term of the agreements. The FDIC indemnification of purchased County Bank non-single-family residential real estate secured loans expired February 6, 2014. Any deterioration in estimated value related to principal loss subsequent to the acquisition dates requires additional loss recognition through a provision for loan losses. No assurance can be given future provisions for loan losses related to purchased loans will not be necessary. For further information regarding credit risk, the FDIC loss-sharing agreements, net credit losses and the allowance for loan losses, see the “Loan Portfolio Credit Risk” and “Allowance for Credit Losses” sections of this report.

 
-39-

 
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,
 
 
 
2014
   
2013
   
2014
   
2013
 
 
 
(In thousands)
 
                         
Service charges on deposit accounts
  $ 6,105     $ 6,452     $ 12,115     $ 12,994  
Merchant processing services
    1,820       2,413       3,744       4,822  
Debit card fees
    1,534       1,478       2,939       2,836  
Other service fees
    688       696       1,349       1,458  
ATM processing fees
    634       721       1,254       1,426  
Trust fees
    615       585       1,269       1,153  
Financial services commissions
    221       284       392       464  
Other
    1,581       1,655       3,126       3,409  
Total
  $ 13,198     $ 14,284     $ 26,188     $ 28,562  
 
Noninterest income for the second quarter 2014 declined by $1.1 million or 7.6% from the same period in 2013. Service charges on deposits decreased $347 thousand due to declines in fees charged on overdrawn and insufficient funds accounts (down $222 thousand) and lower activity on checking accounts (down $104 thousand). Merchant processing services fees decreased $593 thousand primarily due to customer attrition and lower transaction volumes.

In the first half of 2014, noninterest income decreased $2.4 million or 8.3% compared with the first half of 2013. Service charges on deposits decreased $879 thousand compared with the first half of 2013 due to declines in fees charged on overdrawn and insufficient funds accounts (down $592 thousand), lower activity on checking accounts (down $207 thousand) and fees charged on analyzed accounts (down $82 thousand). Merchant processing services fees decreased $1.1 million primarily due to customer attrition and lower transaction volumes. ATM processing fees decreased $172 thousand mainly because the Bank customers had fewer transactions at non-Westamerica ATMs and other cash dispensing terminals. Trust fees increased $116 thousand mostly due to marketing efforts to increase customer accounts and higher court-approved fees. Debit card fees increased $103 thousand primarily due to higher transaction volumes.




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-40-

 
Noninterest Expense

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

   
For the Three Months
   
For the Six Months
 
   
Ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
   
(In thousands)
 
                         
Salaries and related benefits
  $ 13,926     $ 14,064     $ 28,052     $ 28,467  
Occupancy
    3,746       3,638       7,473       7,524  
Outsourced data processing services
    2,115       2,140       4,220       4,297  
Amortization of identifiable intangibles
    1,058       1,165       2,163       2,384  
Furniture and equipment
    1,005       1,021       2,010       1,901  
Professional fees
    577       745       1,007       1,380  
Courier service
    665       737       1,275       1,478  
Other real estate owned
    (270 )     278       (620 )     612  
Other noninterest expense
    4,135       4,404       8,250       8,826  
Total
  $ 26,957     $ 28,192     $ 53,830     $ 56,869  
 
Noninterest expense decreased $1.2 million or 4.4% in the second quarter 2014 compared with the same period in 2013. Salaries and related benefits declined $138 thousand primarily due to lower employee benefits. Amortization of identifiable intangibles decreased $107 thousand as assets are amortized on a declining balance method. Professional fees decreased $168 thousand due to lower legal fees relating to nonperforming assets. Expenses for other real estate owned, net of disposition gains, decreased $548 thousand due to higher valuation writedowns and maintenance costs in the second quarter 2013. Other noninterest expense decreased $269 thousand mostly due to lower limited partnership operating losses. Occupancy expense increased $108 thousand primarily due to higher utility costs.

In the first half of 2014, noninterest expense decreased $3.0 million or 5.3% compared with the first half of 2013. Salaries and related benefits decreased $415 thousand primarily due to lower employee benefits. Amortization of identifiable intangibles decreased $221 thousand as assets are amortized on a declining balance method. Professional fees declined $373 thousand due to lower legal fees associated with nonperforming assets. Expenses for other real estate owned, net of disposition gains, declined $1.2 million due to higher valuation writedowns and maintenance costs in the first half of 2013, and higher disposition gains in the first half of 2014. Other noninterest expense decreased $576 thousand primarily due to lower loan administration costs and lower limited partnership operating losses.

Provision for Income Tax

During the second quarter 2014, the Company recorded income tax provision (FTE) of $8.7 million, compared with $9.8 million in the second quarter 2013. The second quarter 2014 provision represents an effective tax rate (FTE) of 36.4%, unchanged from the second quarter 2013. The income tax provision (FTE) was $17.3 million for the first half of 2014 compared with $19.2 million for the corresponding period of 2013. The first half of 2014 effective tax rate (FTE) was 36.3% compared to 35.8% for the same period of 2013.

Investment Portfolio

The Company maintains a securities portfolio consisting of securities issued by U.S. Treasury, U.S. Government sponsored entities, state and political subdivisions and corporations, and asset-backed and other securities. Investment securities are held in safekeeping by an independent custodian.

Management has maintained relatively stable interest-earning asset volumes by increasing investment securities as loan volumes have declined. The carrying value of the Company’s investment securities portfolio was $2.3 billion as of June 30, 2014, an increase of $135.7 million or 6.1% compared to December 31, 2013.

Management continually evaluates the Company’s investment securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability, 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, change the composition of the Company’s investment securities portfolio, and change the proportion of investments allocated into the available for sale and held to maturity investment categories.

 
-41-

 
The Company has been reducing its positions in mortgage-related securities since the second quarter 2013 in an effort to manage extension risk. Extension risk represents the risk mortgages underlying the securities experience slower principal reductions as rising market interest rates cause a disincentive for borrowers to reduce principal balances; under such circumstances the Company will hold these securities for a longer period than anticipated at current yield levels rather than having the opportunity to reinvest cash flows at higher yields. The Company’s positioning of the balance sheet for rising interest rates has resulted in the purchase of floating rate corporate bonds, federal agency bonds, and short-term state and municipal bonds. As of June 30, 2014, substantially all of the Company’s investment securities continue to be investment grade rated by one or more major rating agencies. In addition to monitoring credit rating agency evaluations, Management performs its own evaluations regarding the credit worthiness of the issuer or the securitized assets underlying asset-backed securities.

The Company’s procedures for evaluating investments in securities issued by states, municipalities and political subdivisions 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. Credit ratings are considered in our analysis only as a guide to the historical default rate associated with similarly-rated bonds.  There have been no significant differences in our internal analyses compared with the ratings assigned by the third party credit rating agencies.

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 dates indicated identifying the state in which the issuing government municipality or agency operates.

At June 30, 2014, the Company’s investment securities portfolios included securities issued by 772 state and local government municipalities and agencies located within 45 states with a fair value of $912.7 million.  The largest exposure to any one municipality or agency was $7.5 million (fair value) represented by three revenue bonds.

   
At June 30, 2014
 
   
Amortized
   
Fair
 
   
Cost
   
Value
 
   
(In thousands)
 
Obligations of states and political subdivisions:
           
General obligation bonds:
           
California
  $ 111,209     $ 113,647  
Texas
    56,667       57,459  
Pennsylvania
    48,699       49,270  
Arizona
    27,970       28,706  
Other (35 states)
    318,507       322,341  
Total general obligation bonds
  $ 563,052     $ 571,423  
                 
Revenue bonds:
               
California
  $ 61,447     $ 63,590  
Pennsylvania
    29,536       30,019  
Colorado
    18,141       18,181  
Indiana
    17,708       17,466  
Kentucky
    16,843       17,114  
Other (34 states)
    191,220       194,895  
Total revenue bonds
  $ 334,895     $ 341,265  
Total obligations of states and political subdivisions
  $ 897,947     $ 912,688  
 
At December 31, 2013, the Company’s investment securities portfolios included securities issued by 808 state and local government municipalities and agencies located within 47 states with a fair value of $932.6 million.  The largest exposure to any one municipality or agency was $5.3 million (fair value) represented by two revenue bonds.

 
-42-

 
 
   
At December 31, 2013
 
   
Amortized
   
Fair
 
   
Cost
   
Value
 
   
(In thousands)
 
Obligations of states and political subdivisions:
           
General obligation bonds:
           
California
  $ 119,215     $ 119,360  
Texas
    57,433       56,594  
Pennsylvania
    48,722       47,394  
Other (37 states)
    375,640       371,215  
Total general obligation bonds
  $ 601,010     $ 594,563  
                 
Revenue bonds:
               
California
  $ 63,001     $ 64,246  
Pennsylvania
    29,537       28,898  
Colorado
    18,176       17,563  
Indiana
    17,811       17,031  
Other (37 states)
    213,254       210,336  
Total revenue bonds
  $ 341,779     $ 338,074  
Total obligations of states and political subdivisions
  $ 942,789     $ 932,637  
 
At June 30, 2014, 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 26 revenue sources. The revenue sources that represent 5% or more individually of the total revenue bonds are summarized in the following table.
 
   
At June 30, 2014
 
   
Amortized
   
Fair
 
   
Cost
   
Value
 
   
(In thousands)
 
Revenue bonds by revenue source
           
Water
  $ 68,933     $ 71,088  
Sewer
    49,154       50,112  
Sales tax
    33,757       34,627  
Lease (abatement)
    21,281       21,927  
Lease (renewal)
    18,856       18,997  
Other
    142,914       144,514  
Total revenue bonds by revenue source
  $ 334,895     $ 341,265  

At December 31, 2013, 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 27 revenue sources. The revenue sources that represent 5% or more individually of the total revenue bonds are summarized in the following table.
 
   
At December 31, 2013
 
   
Amortized
   
Fair
 
   
Cost
   
Value
 
   
(In thousands)
 
Revenue bonds by revenue source
           
Water
  $ 70,924     $ 70,948  
Sewer
    49,625       48,911  
Sales tax
    34,291       33,465  
Lease (abatement)
    21,821       22,033  
Lease (renewal)
    21,353       20,742  
Other
    143,765       141,975  
Total revenue bonds by revenue source
  $ 341,779     $ 338,074  

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

 
-43-

 
Loan Portfolio Credit Risk

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

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

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

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

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

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

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

Consumer loans are predominantly comprised of indirect automobile loans with underwriting based on credit history and scores, personal income, debt service capacity, and collateral values.
 
   
At June 30,
   
At December 31,
 
   
2014
   
2013
 
   
(In thousands)
 
Commercial
  $ 390,109     $ 364,159  
Commercial real estate
    762,011       799,019  
Construction
    12,899       13,896  
Residential real estate
    166,874       185,057  
Consumer installment and other
    452,715       465,613  
Total
  $ 1,784,608     $ 1,827,744  

The Company extends loans to commercial and consumer customers 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.

 
-44-

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

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

 
·
The Bank maintains a Loan Review Department which reports directly to the Board of Directors. The Loan Review Department performs independent evaluations of loans and assigns credit risk grades to evaluated loans using grading standards employed by bank regulatory agencies. Those loans judged to carry higher risk attributes are referred to as “classified loans.” Classified loans receive elevated management attention to maximize collection.
 
 
·
The Bank maintains two loan administration offices whose sole responsibility is to manage and collect classified loans.
 
Classified loans with higher levels of credit risk are further designated as “nonaccrual loans.” Management places classified loans on nonaccrual status when full collection of contractual interest and principal payments is in doubt. Uncollected interest previously accrued on loans placed on nonaccrual status is reversed as a charge against interest income. The Company does not accrue interest income on loans following placement on nonaccrual status. Interest payments received on nonaccrual loans are applied to reduce the carrying amount of the loan unless the carrying amount is well secured by loan collateral. “Nonperforming assets” include nonaccrual loans, loans 90 or more days past due and still accruing, and repossessed loan collateral (commonly referred to as “Other Real Estate Owned”).

The former County Bank loans and repossessed loan collateral were purchased from the FDIC with indemnifying loss-sharing agreements. The loss-sharing agreement on single-family residential real estate assets expires February 6, 2019. The loss-sharing agreement on non-single-family residential real estate assets expired February 6, 2014 as to losses and expires February 6, 2017 as to loss recoveries; the Company reclassified assets for which loss indemnification expired during the first quarter 2014 from “purchased covered” to “purchased non-covered”.


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-45-

 
 
Nonperforming Assets
                 
   
At June 30,
   
At December 31,
 
   
2014
   
2013
   
2013
 
   
(In thousands)
 
Originated:
                 
Nonperforming nonaccrual loans
  $ 6,757     $ 7,664     $ 5,301  
Performing nonaccrual loans
    203       1,272       75  
Total nonaccrual loans
    6,960       8,936       5,376  
Accruing loans 90 or more days past due
    183       241       410  
Total nonperforming loans
    7,143       9,177       5,786  
Other real estate owned
    5,308       5,414       5,527  
Total nonperforming assets
  $ 12,451     $ 14,591     $ 11,313  
                         
Purchased covered:
                       
Nonperforming nonaccrual loans
  $ -     $ 14,619     $ 11,672  
Performing nonaccrual loans
    -       2,204       636  
Total nonaccrual loans
    -       16,823       12,308  
Accruing loans 90 or more days past due
    -       74       -  
Total nonperforming loans
    -       16,897       12,308  
Other real estate owned
    585       10,480       7,793  
Total nonperforming assets
  $ 585     $ 27,377     $ 20,101  
                         
Purchased non-covered:
                       
Nonperforming nonaccrual loans
  $ 12,707     $ 1,890     $ 2,920  
Performing nonaccrual loans
    895       3,013       698  
Total nonaccrual loans
    13,602       4,903       3,618  
Accruing loans 90 or more days past due
    351       -       -  
Total nonperforming loans
    13,953       4,903       3,618  
Other real estate owned
    2,650       3,543       -  
Total nonperforming assets
  $ 16,603     $ 8,446     $ 3,618  
                         
Total nonperforming assets
  $ 29,639     $ 50,414     $ 35,032  
 
The Bank’s commercial loan customers are primarily small businesses and professionals. As a result, average loan balances are relatively small, providing risk diversification within the overall loan portfolio. At June 30, 2014, the Bank’s nonaccrual loans reflected this diversification: nonaccrual originated loans with a carrying value totaling $7 million comprised eleven borrowers, and nonaccrual purchased non-covered loans with a carrying value totaling $14 million comprised sixteen borrowers.

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

Allowance for Credit Losses

The Company’s allowance for credit losses represents Management’s estimate of credit losses inherent in the loan portfolio. In evaluating credit risk for loans, Management measures loss potential of the carrying value of loans. As described above, payments received on nonaccrual loans may be applied against the principal balance of the loans until such time as full collection of the remaining recorded balance is expected. Further, the carrying value of purchased loans includes fair value discounts assigned at the time of purchase under the provisions of FASB ASC 805, Business Combinations, and FASB ASC 310-30, Loans or Debt Securities with Deteriorated Credit Quality. The allowance for credit losses represents Management’s estimate of credit losses in excess of these reductions to the carrying value of loans within the loan portfolio. The following table summarizes the allowance for credit losses, chargeoffs and recoveries of the Company for the periods indicated:
 
 
-46-

 
 
   
For the Three Months
   
For the Six Months
 
   
Ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
   
(In thousands)
 
Analysis of the Allowance for Credit Losses
                       
Balance, beginning of period
  $ 34,802     $ 33,047     $ 34,386     $ 32,927  
Provision for loan losses
    1,000       1,800       2,000       4,600  
Provision for unfunded commitments
    -       -       -       -  
Loans charged off
                               
Commercial
    (150 )     (148 )     (210 )     (2,050 )
Commercial real estate
    -       (427 )     -       (539 )
Real estate construction
    -       -       -       -  
Real estate residential
    (30 )     (22 )     (30 )     (109 )
Consumer installment and other
    (1,301 )     (896 )     (2,300 )     (2,205 )
Purchased covered loans
    -       (517 )     -       (876 )
Purchased non-covered loans
    -       (116 )     (260 )     (116 )
Total chargeoffs
    (1,481 )     (2,126 )     (2,800 )     (5,895 )
Recoveries of loans previously charged off
                               
Commercial
    119       297       287       759  
Commercial real estate
    15       77       178       98  
Real estate construction
    -       -       3       -  
Real estate residential
    -       -       -       -  
Consumer installment and other
    618       506       1,018       1,107  
Purchased non-covered loans
    18       18       19       23  
Total recoveries
    770       898       1,505       1,987  
Net loan losses
    (711 )     (1,228 )     (1,295 )     (3,908 )
Balance, end of period
  $ 35,091     $ 33,619     $ 35,091     $ 33,619  
Components:
                               
Allowance for loan losses
  $ 32,398     $ 30,926                  
Liability for off-balance sheet credit exposure
    2,693       2,693                  
Allowance for credit losses
  $ 35,091     $ 33,619                  
Net loan (losses) recoveries:
                               
Originated loans
  $ (729 )   $ (613 )   $ (1,054 )   $ (2,939 )
Purchased covered loans
    -       (499 )     -       (853 )
Purchased non-covered loans
    18       (116 )     (241 )     (116 )
Net loan losses as a percentage of average total loans (annualized)
    0.16 %     0.25 %     0.14 %     0.39 %
 
The Company's allowance for credit losses is maintained at a level considered appropriate to provide for losses that can be estimated based upon specific and general conditions. These include conditions unique to individual borrowers, as well as overall credit loss experience, the amount of past due, nonperforming and classified loans, the amount of non-indemnified purchased loans, FDIC loss-sharing indemnification, recommendations of regulatory authorities, prevailing economic conditions and other factors. A portion of the allowance is specifically allocated to impaired loans whose full collectability of principal is uncertain. Such allocations are determined by Management based on loan-by-loan analyses. The Company evaluates all classified loans and nonaccrual loans with outstanding principal balances in excess of $500 thousand, and all “troubled debt restructured” loans for impairment. A second allocation is based in part on quantitative analyses of historical credit loss experience, in which historical originated classified credit balances are analyzed using a statistical model to determine standard loss rates for originated loans. The results of this analysis are applied to originated classified loan balances to allocate the allowance to the respective segments of the loan portfolio. In addition, originated loans with similar characteristics not usually criticized using regulatory guidelines are analyzed based on the historical loss rates and delinquency trends, grouped by the number of days the payments on these loans are delinquent. Last, allocations are made to originated non-classified commercial and commercial real estate loans based on historical loss rates and other statistical data.

Purchased loans were recorded on the date of purchase at estimated fair value; fair value discounts include a component for estimated credit losses. The Company evaluates all nonaccrual purchased loans with outstanding principal balances in excess of $500 thousand for impairment; the impaired loan value is compared to the recorded investment in the loan, which has been reduced by the credit default discount estimated on the date of purchase. If Management’s impairment analysis determines the impaired loan value is less than the recorded investment in the purchased loan, an allocation of the allowance for credit losses is established, net of estimated FDIC indemnification. For all other purchased loans, Management evaluates post-acquisition historical credit losses on purchased loans, credit default discounts on purchased loans, and other data to evaluate the likelihood of realizing the recorded investment of purchased loans. Management establishes allocations of the allowance for credit losses for any estimated deficiency.
 
 
-47-

 
The remainder of the allowance is considered to be unallocated. The unallocated allowance is established to provide for probable losses that have been incurred as of the reporting date but not reflected in the allocated allowance. The unallocated allowance addresses additional qualitative factors consistent with Management's analysis of the level of risks inherent in the loan portfolio, which are related to the risks of the Company's general lending activity. Included in the unallocated allowance is the risk of losses that are attributable to national or local economic or industry trends which have occurred but have not yet been recognized in loan chargeoff history (external factors). The external factors evaluated by the Company and the judgmental amount of unallocated reserve assigned by Management as of June 30, 2014 are: economic and business conditions $1.3 million, external competitive issues $700 thousand, and other factors. Also included in the unallocated allowance is the risk of losses attributable to general attributes of the Company's loan portfolio and credit administration (internal factors). The internal factors evaluated by the Company and the judgmental amount of unallocated reserve assigned by Management are: loan review system $700 thousand, adequacy of lending Management and staff $700 thousand, loan policies and procedures $900 thousand, concentrations of credit $900 thousand, and other factors. By their nature, these risks are not readily allocable to any specific loan category in a statistically meaningful manner and are difficult to quantify with a specific number. Management assigns a range of estimated risk to the qualitative risk factors described above based on Management's judgment as to the level of risk, and assigns a quantitative risk factor from the range of loss estimates to determine the appropriate level of the unallocated portion of the allowance.

   
Allowance for Credit Losses
 
   
For the Three Months Ended June 30, 2014
 
                           
Consumer
   
Purchased
   
Purchased
             
         
Commercial
         
Residential
   
Installment
   
Non-covered
   
Covered
             
   
Commercial
   
Real Estate
   
Construction
   
Real Estate
   
and Other
   
Loans
   
Loans
   
Unallocated
   
Total
 
   
(In thousands)
 
Allowance for loan losses:
                                                     
Balance at beginning of period
  $ 4,243     $ 11,259     $ 445     $ 491     $ 2,813     $ 2,574     $ -     $ 10,284     $ 32,109  
Additions:
                                                                       
Provision
    1,085       (610 )     (3 )     (52 )     (75 )     115       -       540       1,000  
Deductions:
                                                                       
Chargeoffs
    (150 )     -       -       (30 )     (1,301 )     -       -       -       (1,481 )
Recoveries
    119       15       -       -       618       18       -       -       770  
Net loan (losses) recoveries
    (31 )     15       -       (30 )     (683 )     18       -       -       (711 )
Balance at end of period
    5,297       10,664       442       409       2,055       2,707       -       10,824       32,398  
Liability for off-balance sheet credit exposure
    1,733       24       165       -       465       243       23       40       2,693  
Total allowance for credit losses
  $ 7,030     $ 10,688     $ 607     $ 409     $ 2,520     $ 2,950     $ 23     $ 10,864     $ 35,091  
 
   
Allowance for Credit Losses
 
   
For the Six Months Ended June 30, 2014
 
                           
Consumer
   
Purchased
   
Purchased
             
         
Commercial
         
Residential
   
Installment
   
Non-covered
   
Covered
             
   
Commercial
   
Real Estate
   
Construction
   
Real Estate
   
and Other
   
Loans
   
Loans
   
Unallocated
   
Total
 
   
(In thousands)
 
Allowance for loan losses:
                                                     
Balance at beginning of period
  $ 4,005     $ 12,070     $ 602     $ 405     $ 3,198     $ -     $ 1,561     $ 9,852     $ 31,693  
Additions:
                                                                       
Provision
    1,215       (1,584 )     (163 )     34       139       1,387       -       972       2,000  
Deductions:
                                                                       
Chargeoffs
    (210 )     -       -       (30 )     (2,300 )     (260 )     -       -       (2,800 )
Recoveries
    287       178       3       -       1,018       19       -       -       1,505  
Net loan recoveries (losses)
    77       178       3       (30 )     (1,282 )     (241 )     -       -       (1,295 )
Indemnification expiration
    -       -       -       -       -       1,561       (1,561 )     -       -  
Balance at end of period
    5,297       10,664       442       409       2,055       2,707       -       10,824       32,398  
Liability for off-balance sheet credit exposure
    1,733       24       165       -       465       243       23       40       2,693  
Total allowance for credit losses
  $ 7,030     $ 10,688     $ 607     $ 409     $ 2,520     $ 2,950     $ 23     $ 10,864     $ 35,091  
 
   
Allowance for Credit Losses and Recorded Investment in Loans Evaluated for Impairment
 
   
At June 30, 2014
 
   
Commercial
   
Commercial
Real Estate
   
Construction
   
Residential Real
Estate
   
Consumer
Installment and
Other
   
Purchased Non-
covered Loans
   
Purchased
Covered Loans
   
Unallocated
   
Total
 
   
(In thousands)
 
Allowance for credit losses:
                                                     
Individually evaluated for impairment
  $ 88     $ -     $ -     $ -     $ -     $ 895     $ -     $ -     $ 983  
Collectively evaluated for impairment
    6,942       10,688       607       409       2,520       2,055       23       10,864       34,108  
Purchased loans with evidence of credit deterioration
    -       -       -       -       -       -       -       -       -  
Total
  $ 7,030     $ 10,688     $ 607     $ 409     $ 2,520     $ 2,950     $ 23     $ 10,864     $ 35,091  
Carrying value of loans:
                                                                       
Individually evaluated for impairment
  $ 3,605     $ 4,544     $ -     $ -     $ -     $ 13,525     $ -     $ -     $ 21,674  
Collectively evaluated for impairment
    365,248       579,514       9,802       163,287       391,278       231,524       17,931       -       1,758,584  
Purchased loans with evidence of credit deterioration
    -       -       -       -       -       4,112       238       -       4,350  
Total
  $ 368,853     $ 584,058     $ 9,802     $ 163,287     $ 391,278     $ 249,161     $ 18,169     $ -     $ 1,784,608  
 
Management considers the $35.1 million allowance for credit losses to be adequate as a reserve against credit losses inherent in the loan portfolio as of June 30, 2014.

See Note 4 to the unaudited consolidated financial statements for additional information related to the loan portfolio, loan portfolio credit risk, and allowance for credit losses.
 
 
-48-

 
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.  Assets and liabilities may mature or re-price at different times. Assets and liabilities 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 assets or liabilities may shorten or lengthen as interest rates change. In addition, the changing levels of interest rates may have an impact on loan demand, demand for various deposit products, credit losses, and other elements of earnings such as account analysis fees on commercial deposit accounts and correspondent bank service charges.

The Company’s earnings are affected not only by general economic conditions, but also by the monetary and fiscal policies of the U.S. and its agencies, particularly the Federal Reserve Board (the “FRB”).  The monetary policies of the FRB can influence the overall growth of loans, investment securities, and deposits and the level of interest rates earned on assets and paid for liabilities.  The nature and impact of future changes in monetary policies are generally not predictable.

The Federal Open Market Committee’s June 18, 2014 press release stated “The Committee's sizable and still-increasing holdings of longer-term securities should maintain downward pressure on longer-term interest rates, support mortgage markets, and help to make broader financial conditions more accommodative, which in turn should promote a stronger economic recovery and help to ensure that inflation, over time, is at the rate most consistent with the Committee's dual mandate….. To support continued progress toward maximum employment and price stability, the Committee today reaffirmed its view that a highly accommodative stance of monetary policy remains appropriate. In determining how long to maintain the current 0 to 1/4 percent target range for the federal funds rate, the Committee will assess progress--both realized and expected--toward its objectives of maximum employment and 2 percent inflation.”  In this context, Management’s most likely earnings forecast for the twelve months ending June 30, 2015 assumes market interest rates remain relatively stable and yields on newly originated or refinanced loans and on purchased investment securities will reflect current interest rates, which are generally lower than yields on the Company’s older dated loans and investment securities.

In adjusting the Company's asset/liability position, 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 general 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 in order to manage its net interest margin and net interest income. The Company's results of operations and net portfolio values remain subject to changes in interest rates and to fluctuations in the difference between long and short term interest rates.

The Company’s asset and liability position ranged from risk neutral to slightly “liability sensitive” at June 30, 2014, depending on the interest rate assumptions applied to the simulation model employed by Management to measure interest rate risk. A “liability sensitive” position results in a slightly larger change in interest expense than in interest income resulting from application of assumed interest rate changes. Simulation estimates depend on, and will change with, the size and mix of the actual and projected balance sheet at the time of each simulation. Management’s interest rate risk management is currently biased toward stable interest rates in the near-term, and ultimately, rising interest rates. Management continues to monitor the interest rate environment as well as economic conditions and other factors it deems relevant in managing the Company's exposure to interest rate 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.

 
-49-

 
Market Risk - Equity Markets

Equity price risk can affect the Company. As an example, any preferred or common stock holdings, as permitted by banking regulations, can fluctuate in value. Management regularly assesses the extent and duration of any declines in market value, the causes of such declines, the likelihood of a recovery in market value, and its intent to hold securities until a recovery in value occurs. Declines in value of preferred or common stock holdings that are deemed “other than temporary” could result in loss recognition 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 regularly repurchased and retired its common stock; the market price paid to retire the Company's common stock can affect 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. Finally, the amount of compensation expense associated with share based compensation fluctuates with changes in and the volatility of the Company's common stock price.

Market Risk - Other

Market values of loan collateral can directly impact the level of loan charge-offs and the provision for loan losses. The financial condition and liquidity of debtors issuing bonds and debtors whose mortgages or other obligations are securitized can directly impact the credit quality of the Company’s investment portfolio requiring the Company to recognize other than temporary impairment charges. 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.

Liquidity and Funding

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

In recent years, the Company's deposit base has provided the majority of the Company's funding requirements. This relatively stable and low-cost source of funds, along with shareholders' equity, provided 97 percent of funding for average total assets in the first six months of 2014 and 2013. The stability of the Company’s funding from customer deposits is in part reliant on the confidence clients have in the Company. The Company places a very high priority in maintaining this confidence through conservative credit and capital management practices and by maintaining an appropriate level of liquidity reserves.

During the first six months of 2014 and 2013, non-deposit funding has continued to be provided by short-term borrowings, a term repurchase agreement, and Federal Home Loan Bank advances, and additionally, long-term debt for the first half of 2013. These non-deposit sources of funds comprise a modest portion of total funding.

Liquidity is further provided by assets such as balances held at the Federal Reserve Bank, investment securities, and amortizing loans. The Company's investment securities portfolio provides a substantial secondary liquidity reserve. The Company held $2.3 billion in total investment securities at June 30, 2014. Under certain deposit, borrowing and other arrangements, the Company must hold and pledge investment securities as collateral. At June 30, 2014, such collateral requirements totaled approximately $871 million.

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

Management will monitor the Company’s cash levels throughout 2014. Loan demand from credit-worthy borrowers will be dictated by economic and competitive conditions. The Company aggressively solicits non-interest bearing demand deposits and money market checking deposits, which are the least sensitive to changes in interest rates. The growth of these deposit balances is subject to heightened competition, the success of the Company's sales efforts, delivery of superior customer service, new regulations and market conditions. The Company does not aggressively solicit higher-costing time deposits; as a result, Management anticipates such deposits will decline. Changes in interest rates, most notably rising interest rates, could impact deposit volumes. Depending on economic conditions, interest rate levels, and a variety of other conditions, deposit growth may be used to fund loans, reduce borrowings or purchase investment securities. However, due to possible concerns such as uncertainty in the general economic environment, 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.

 
-50-

 
Westamerica Bancorporation ("Parent Company") is a separate entity apart from Westamerica Bank (“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. 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 and proceeds from the exercise of stock options provided adequate cash flow for the Parent Company in the first halves of 2014 and 2013 to pay shareholder dividends of $20 million in each period, and retire common stock in the amount of $36 million and $27 million, 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.

Capital Resources

The Company has historically generated high levels of earnings, which provides a means of raising capital. The Company's net income as a percentage of average shareholders' equity (“return on equity” or “ROE”) has been 11.6% in the first half of 2014, 12.5% in 2013 and 14.9% in 2012. The Company also raises capital as employees exercise stock options. Capital raised through the exercise of stock options totaled $12.2 million in the first half of 2014, $21.5 million in 2013 and $7.6 million in 2012.

The Company paid common dividends totaling $20.1 million in the first half of 2014, $40.1 million in 2013 and $41.0 million in 2012, which represent dividends per common share of $0.76, $1.49 and $1.48, 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 repurchased and retired its common stock as another means to return earnings to shareholders. The Company repurchased and retired 708 thousand shares valued at $36.4 million in the first half of 2014, 1.2 million shares valued at $57.3 million in 2013 and 1.1 million shares valued at $51.5 million in 2012.

The Company's primary capital resource is shareholders' equity, which was $538.8 million at June 30, 2014 compared with $542.9 million at December 31, 2013. The Company's ratio of equity to total assets was 10.93% at June 30, 2014 and 11.20% at December 31, 2013.

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

Capital to Risk-Adjusted Assets

The following summarizes the ratios of regulatory capital to risk-adjusted assets for the Company on the dates indicated:
 
                     
Minimum
   
Well-capitalized
 
   
At June 30,
   
At December 31,
   
Regulatory
   
by Regulatory
 
   
2014
   
2013
   
2013
   
Requirement
   
Definition
 
                               
Tier I Capital
    13.57 %     14.64 %     14.71 %     4.00 %     6.00 %
Total Capital
    15.04 %     15.98 %     16.18 %     8.00 %     10.00 %
Leverage ratio
    8.26 %     8.62 %     8.55 %     4.00 %     5.00 %
 
 
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The following summarizes the ratios of capital to risk-adjusted assets for the Bank on the dates indicated:

                     
Minimum
   
Well-capitalized
 
   
At June 30,
   
At December 31,
   
Regulatory
   
by Regulatory
 
   
2014
   
2013
   
2013
   
Requirement
   
Definition
 
                               
Tier I Capital
    12.32 %     13.47 %     13.26 %     4.00 %     6.00 %
Total Capital
    14.01 %     15.04 %     14.93 %     8.00 %     10.00 %
Leverage ratio
    7.47 %     7.89 %     7.67 %     4.00 %     5.00 %
 
FDIC-indemnified assets are generally 20% risk-weighted. The FDIC indemnification expires on February 6, 2019 as to single-family residential real estate indemnified assets and expired on February 6, 2014 as to non-single-family residential real estate indemnified assets. Subsequent to such dates, previously FDIC-indemnified assets will generally be included in the 100% risk-weight category. The expiration of FDIC indemnification related to non-single-family residential real estate assets on February 6, 2014 caused an increase in risk-weighted assets, and a corresponding decline in the Tier 1 and Total Capital ratios.

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

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

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

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

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


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Management has evaluated the capital structure and assets for the Company and the Bank as of June 30, 2014 assuming the Federal Reserve’s final rule was currently fully phased-in. Based on this evaluation, the Company and the Bank currently maintain capital in excess of all the final rule regulatory ratios, as follows:

               
Final Rule
             
   
Final Rule
         
Minimum
             
   
Minimum
   
"Well-capitalized"
   
Plus "Capital
   
Proforma Measurements as of
 
   
Capital
   
Under PCA
   
Conservation
   
June 30, 2014 Assuming Final
 
   
Requirement
   
Proposal
   
Buffer"
   
Rule Fully Phased-in
 
                     
Company
   
Bank
 
Capital Measurement:
                             
Leverage
    4.00 %     5.00 %     4.00 %     8.26 %     7.47 %
Common Equity Tier 1
    4.50 %     6.50 %     7.00 %     13.51 %     12.28 %
Tier I Capital
    6.00 %     8.00 %     8.50 %     13.51 %     12.28 %
Total Capital
    8.00 %     10.00 %     10.50 %     14.98 %     13.96 %
 
The Company and the Bank intend to maintain regulatory capital in excess of the highest regulatory standard. The Company and the Bank routinely project capital levels by analyzing forecasted earnings, credit quality, securities valuations, shareholder dividends, asset volumes, share repurchase activity, stock option exercise proceeds, and other factors. Based on current capital projections, the Company and the Bank expect to maintain regulatory capital levels exceeding the highest effective regulatory standard and pay quarterly dividends to shareholders. No assurance can be given that changes in capital management plans will not occur.

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) of the Securities Exchange Act of 1934, as amended, as of June 30, 2014.

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, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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 resulting from loan collection efforts, transaction processing for deposit accounts and employment practices. The Company establishes a liability for contingent litigation losses for any legal matter when payments associated with the claims become probable and the costs can be reasonably estimated.

 
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Item 1A. Risk Factors

The Company’s Form 10-K as of December 31, 2013 includes detailed disclosure about the risks faced by the Company’s business; such risks have not materially changed since the Form 10-K was filed.

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

(a) Previously reported on Form 8-K.
(b) None
(c) Issuer Purchases of Equity Securities

The table below sets forth the information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of common stock during the quarter ended June 30, 2014.
 
               
(c)
   
(d)
 
               
Total Number
   
Maximum Number
 
               
of Shares
   
of Shares that May
 
   
(a)
   
(b)
   
Purchased as Part of
   
Yet Be Purchased
 
   
Total Number of
   
Average Price
   
Publicly Announced
   
Under the Plans
 
Period
 
Shares Purchased
   
Paid per Share
   
Plans or Programs*
   
or Programs
 
(In thousands, except per share data)
 
April 1
                       
through
    93     $ 51.64       93       938  
April 30
                               
May 1
                               
through
    161       49.58       161       777  
May 31
                               
June 1
                               
through
    17       50.36       17       760  
June 30
                               
Total
    271     $ 50.33       271       760  
 
* Includes 1 thousand, 4 thousand and 7 thousand shares purchased in April, May and June, respectively, by the Company in private transactions with the independent administrator of the Company's Tax Deferred Savings/Retirement Plan (ESOP). The Company includes the shares purchased in such transactions within the total number of shares authorized for purchase pursuant to the currently existing publicly announced program.

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

Shares were repurchased during the second quarter of 2014 pursuant to a program approved by the Board of Directors on July 25, 2013, authorizing the purchase of up to 2 million shares of the Company’s common stock from time to time prior to September 1, 2014.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None
 
Item 6. Exhibits

The exhibit list required by this item is incorporated by reference to the Exhibit Index filed with this report.
 
 
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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 hereunto duly authorized.

WESTAMERICA BANCORPORATION
(Registrant)

 
/s/ JOHN "ROBERT" THORSON  
John "Robert" Thorson
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
 
Date: August 1, 2014
 
 
 

 
 
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EXHIBIT INDEX

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:  Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2014, is formatted in XBRL interactive data files: (i) Consolidated Statements of Income for the three and six months ended June 30, 2014 and 2013; (ii) Consolidated Balance Sheets at June 30, 2014, and December 31, 2013; (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2014 and 2013, (iv) Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2014 and 2013; (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013 and (vi) Notes to the unaudited Consolidated Financial Statements.
 
 
 
 
 
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