Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2007
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 001-9383
WESTAMERICA BANCORPORATION
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 94-2156203
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) 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 [ x ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large Accelerated Filer [ X ] Accelerated Filer [ ] Non-Accelerated
Filer [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ x ]
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 April 30, 2007
Common Stock, 30,052,982
No Par Value
Page 2
TABLE OF CONTENTS
Page
-------------
Forward Looking Statements 2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements 3
Notes to Unaudited Condensed Consolidated Financial Statements 7
Financial Summary 12
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Item 3 - Quantitative and Qualitative Disclosures about Market Risk 25
Item 4 - Controls and Procedures 25
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 26
Item 1A - Risk Factors
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds 26
Item 3 - Defaults upon Senior Securities 26
Item 4 - Submission of Matters to a Vote of Security Holders 26
Item 5 - Other Information 26
Item 6 - Exhibits 26
Signature 27
Exhibit Index 28
Exhibit 11 - Computation of Earnings Per Share 29
Exhibit 31.1 - Certification of Chief Executive Officer pursuant to
Securities Exchange Act Rule 13a-14(a)/15d-14(a) 30
Exhibit 31.2 - Certification of Chief Financial Officer pursuant to
Securities Exchange Act Rule 13a-14(a)/15d-14(a) 31
Exhibit 32.1 - Certification Required by 18 U.S.C. Section 1350 32
Exhibit 32.2 - Certification Required by 18 U.S.C. Section 1350 33
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. 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) a slowdown in the national and California
economies; (2) fluctuations in asset prices including, but not limited to,
stocks, bonds, real estate, and commodities; (3) 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; (4) changes in the interest rate environment; (5) changes in the
regulatory environment; (6) significantly increasing competitive pressure in the
banking industry; (7) operational risks including data processing system
failures or fraud; (8) the effect of acquisitions and integration of acquired
businesses; (9) volatility of rate sensitive deposits and investments; (10)
asset/liability management risks and liquidity risks; (11) changes in liquidity
levels in capital markets; and (12) 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, 2006, 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.
Page 3
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
WESTAMERICA BANCORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
(unaudited)
At March 31 At
--------------------------December 31,
2007 2006* 2006
---------------------------------------
Assets:
Cash and cash equivalents $208,413 $187,947 $184,442
Money market assets 321 534 567
Investment securities available for sale 602,220 642,996 615,525
Investment securities held to maturity,
with market values of:
$1,142,426 at March 31, 2007 1,142,382
$1,282,823 at March 31, 2006 1,307,848
$1,155,736 at December 31, 2006 1,165,092
Loans, gross 2,519,898 2,639,968 2,531,734
Allowance for loan losses (54,889) (55,768) (55,330)
---------------------------------------
Loans, net of allowance for loan losses 2,465,009 2,584,200 2,476,404
Other real estate owned 647 0 647
Premises and equipment, net 29,643 32,535 30,188
Identifiable intangibles 21,108 25,130 22,082
Goodwill 121,719 121,719 121,719
Interest receivable and other assets 157,367 151,400 152,669
---------------------------------------
Total Assets $4,748,829 $5,054,309 $4,769,335
=======================================
Liabilities:
Deposits:
Noninterest bearing $1,293,920 $1,355,426 $1,341,019
Interest bearing:
Transaction 584,026 641,264 588,668
Savings 851,800 1,004,964 865,268
Time 714,626 737,532 721,779
---------------------------------------
Total deposits 3,444,372 3,739,186 3,516,734
Short-term borrowed funds 776,781 784,639 731,977
Debt financing and notes payable 36,883 37,030 36,920
Liability for interest, taxes and
other expenses 70,983 62,326 59,469
---------------------------------------
Total Liabilities 4,329,019 4,623,181 4,345,100
---------------------------------------
Shareholders' Equity:
Authorized - 150,000 shares of common stock
Issued and outstanding:
30,158 at March 31, 2007 338,990
31,544 at March 31, 2006 342,972
30,547 at December 31, 2006 341,529
Deferred compensation 2,734 1,969 2,734
Accumulated other comprehensive income (loss) 3,593 (830) 1,850
Retained earnings 74,493 87,017 78,122
---------------------------------------
Total Shareholders' Equity 419,810 431,128 424,235
---------------------------------------
Total Liabilities and
Shareholders' Equity $4,748,829 $5,054,309 $4,769,335
=======================================
See accompanying notes to unaudited condensed consolidated financial statements.
* Adjusted to adopt SAB No. 108
Page 4
WESTAMERICA BANCORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(unaudited)
Three months ended
March 31,
--------------------------
2007 2006
--------------------------
Interest Income:
Loans $40,167 $41,106
Money market assets and funds sold 2 1
Investment securities available for sale
Taxable 4,070 4,403
Tax-exempt 3,052 3,171
Investment securities held to maturity
Taxable 6,268 7,829
Tax-exempt 5,815 5,957
--------------------------
Total interest income 59,374 62,467
--------------------------
Interest Expense:
Transaction deposits 523 428
Savings deposits 1,409 898
Time deposits 7,305 5,916
Short-term borrowed funds 8,296 6,672
Debt financing and notes payable 578 598
--------------------------
Total interest expense 18,111 14,512
--------------------------
Net Interest Income 41,263 47,955
--------------------------
Provision for credit losses 75 150
--------------------------
Net Interest Income After
Provision For Credit Losses 41,188 47,805
--------------------------
Noninterest Income:
Service charges on deposit accounts 7,528 7,083
Merchant credit card 2,449 2,385
Debit card 895 828
Trust fees 337 282
Financial services commissions 310 298
Other 3,758 2,763
--------------------------
Total Noninterest Income 15,277 13,639
--------------------------
Noninterest Expense:
Salaries and related benefits 12,568 13,258
Occupancy 3,291 3,232
Data processing 1,524 1,534
Furniture and equipment 1,138 1,266
Amortization of intangibles 975 1,040
Courier service 848 922
Professional fees 495 457
Other 3,825 3,774
--------------------------
Total Noninterest Expense 24,664 25,483
--------------------------
Income Before Income Taxes 31,801 35,961
Provision for income taxes 8,231 9,844
--------------------------
Net Income $23,570 $26,117
==========================
Average Shares Outstanding 30,342 31,688
Diluted Average Shares Outstanding 30,824 32,276
Per Share Data:
Basic Earnings $0.78 $0.82
Diluted Earnings 0.76 0.81
Dividends Paid 0.34 0.32
See accompanying notes to unaudited condensed consolidated financial statements.
Page 5
WESTAMERICA BANCORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AND COMPREHENSIVE
INCOME
(In thousands)
(unaudited)
Accumulated
Compre-
Common Deferred hensive Retained
Shares Stock Compensation Income (loss) Earnings Total
------------------------------------------------------------------------------
Balance, December 31, 2005 31,882 $343,035 $2,423 $1,882 $87,724 $435,064
Adjustment to initially apply SAB
Statement No. 108, net of tax -- -- -- -- $1,756 $1,756
------------------------------------------------------------------------------
Balance at January 1, 2006 31,882 343,035 2,423 1,882 89,480 436,820
Comprehensive income
Net income for the period 26,117 26,117
Other comprehensive income,
net of tax:
Net unrealized loss on securities
available for sale (2,712) (2,712)
-------------
Total comprehensive income 23,405
Exercise of stock options 88 3,031 3,031
Stock option tax benefits 280 280
Restricted stock activity 1 454 (454) 0
Stock based compensation 635 635
Stock awarded to employees 2 182 182
Purchase and retirement of stock (429) (4,645) (18,384) (23,029)
Dividends (10,196) (10,196)
------------------------------------------------------------------------------
Balance, March 31, 2006* 31,544 $342,972 $1,969 ($830) $87,017 $431,128
==============================================================================
Balance, December 31, 2006 30,547 $341,529 $2,734 $1,850 $78,122 $424,235
Comprehensive income 23,570 23,570
Net income for the period
Other comprehensive income,
net of tax:
Net unrealized gain on securities
available for sale 1,734 1,734
Post-retirement benefit transition
obligation amortization 9 9
-------------
Total comprehensive income 25,313
Exercise of stock options 58 2,122 2,122
Stock option tax benefits 134 134
Stock based compensation 474 474
Stock awarded to employees -- 19 19
Purchase and retirement of stock (447) (5,288) (16,851) (22,139)
Dividends (10,348) (10,348)
------------------------------------------------------------------------------
Balance, March 31, 2007 30,158 $338,990 $2,734 $3,593 $74,493 $419,810
==============================================================================
See accompanying notes to unaudited condensed consolidated financial statements.
* Adjusted to adopt SAB No. 108
Page 6
WESTAMERICA BANCORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
For the three months
ended March 31,
--------------------------
2007 2006
--------------------------
Operating Activities:
Net income $23,570 $26,117
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,521 2,593
Credit loss provision 75 150
Amortization of loan fees, net of cost (380) (25)
Increase in interest income receivable (588) 13
Increase in other assets (6,140) (4,016)
Increase in income taxes payable 7,630 8,786
(Decrease) increase in interest expense payable (34) 542
Increase (decrease) in other liabilities 2,454 (1,003)
Stock option compensation expense 474 635
Stock option tax benefits (134) (280)
Writedown of property and equipment 4 1
Originations of loans for resale 0 (50)
Proceeds from sale of loans originated for resale 0 50
--------------------------
Net Cash Provided by Operating Activities 29,452 33,513
--------------------------
Investing Activities:
Net repayments of loans 11,700 32,046
Purchases of investment securities available for sale (12,972) (2,984)
Proceeds from maturity of securities available for sale 31,322 17,594
Proceeds from maturity of securities held to maturity 22,710 29,369
Purchases of FRB/FHLB securities (40) (33)
Proceeds from sale of FRB/FHLB stock 0 80
Purchases of property, plant and equipment (375) (298)
--------------------------
Net Cash Provided by Investing Activities 52,345 75,774
--------------------------
Financing Activities:
Net decrease in deposits (72,362) (106,915)
Net increase in short-term borrowings 44,804 9,466
Repayments of notes payable and debt financing (37) (3,251)
Exercise of stock options 2,122 3,031
Stock option tax benefits 134 281
Repurchases/retirement of stock (22,139) (23,029)
Dividends paid (10,348) (10,196)
--------------------------
Net Cash Used in Financing Activities (57,826) (130,613)
--------------------------
Net Increase (Decrease) In Cash and Cash Equivalents 23,971 (21,326)
--------------------------
Cash and Cash Equivalents at Beginning of Period 184,442 209,273
--------------------------
Cash and Cash Equivalents at End of Period $208,413 $187,947
==========================
Supplemental Disclosure of Noncash Activities:
Loans transferred to other real estate owned $0 $0
Supplemental Disclosure of Cash Flow Activity:
Unrealized gain (loss) on securities available for sale, net $1,734 ($2,712)
Interest paid for the period 18,078 15,054
Income tax payments for the period 600 900
See accompanying notes to unaudited condensed consolidated financial statements.
Page 7
NOTES TO UNAUDITED CONDENSED 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 months ended
March 31, 2007 and 2006 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, 2006.
Note 2: Significant Accounting Policies.
Certain accounting policies underlying the preparation of these financial
statements require Management to make estimates and judgments. These estimates
and judgments may affect reported amounts of assets and liabilities, revenues
and expenses, and disclosures of contingent assets and liabilities. The most
significant of these involve the Allowance for Loan Losses, which is 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, 2006.
In July 2006, the Financial Accounting Standards Board issued Financial
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48).
FIN 48 supplements FAS 109, "Accounting for Income Taxes," by defining the
threshold for recognizing tax benefits in the financial statements as "more
likely than not" to be sustained by the applicable taxing authority. The benefit
recognized for a tax position that meets the "more likely than not" criterion is
measured based on the largest benefit that is more than 50% likely to be
realized, taking into consideration the amounts and probabilities of the
outcomes upon settlement. The Company adopted the provisions of FASB
Interpretation No.48 Accounting for Uncertainty in Income Taxes, on January 1,
2007.
In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements" (SAB 108). SAB 108 was
issued in order to eliminate the diversity of practice surrounding how public
companies quantify financial statement misstatements. Prior to SAB 108, the
Company had historically focused on the impact of misstatements on the income
statement, including the reversing effect of prior year misstatements. With a
focus on the income statement, the Company's analysis could lead to the
accumulation of misstatements in the balance sheet. In applying SAB 108, the
Company must also consider any accumulated misstatements in the balance sheet.
SAB 108 permitted companies to initially apply its provisions by recording the
cumulative effect of misstatements as adjustments to the balance sheet as of the
first day of the fiscal year, with an offsetting adjustment recorded to retained
earnings, net of tax. In applying SAB 108, the Company made an adjustment to
reduce other liabilities by $3 million. The $3 million overstatement of other
liabilities accumulated over seventeen years, as the liability accrued for
stock-based compensation exceeded the amount paid to employees. These
misstatements had not previously been material to the income statements for any
of those prior periods. Comparative amounts as of March 31, 2006 have been
adjusted to reflect adoption of SAB 108 as follows (in thousands):
As
Originally SAB 108 As
Reported Adjustment Adjusted
---------------------------------------
Liability for interest, taxes
and other expenses $65,326 ($3,000) $62,326
Interest receivable and
other assets 152,644 (1,244) 151,400
Retained earnings 85,261 1,756 87,017
In September 2006, the FASB issued FAS 157, Fair Value Measurements, which
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), and expands disclosures about
fair value measurements. FAS 157 applies under other accounting pronouncements
that require or permit fair value measurements, the FASB having previously
concluded in those accounting pronouncements that fair value is the relevant
measurement attribute. FAS 157 is effective for the year beginning January 1,
2008. The Company is currently evaluating the effects of adopting FAS 157 on its
consolidated financial statements.
In February 2007, the FASB issued FASB Statement No. 159, The Fair Value Option
for Financial Assets and Financial Liabilities -- Including an Amendment of FASB
Statement No. 115 ("FAS 159"). This standard permits entities to choose to
measure many financial assets and liabilities and certain other items at fair
value. An enterprise will report unrealized gains and losses on items for which
the fair value option has been elected in earnings at each subsequent reporting
date. The fair value option may be applied on an instrument-by-instrument basis,
with several exceptions, such as those investments accounted for by the equity
method, and once elected, the option is irrevocable unless a new election date
occurs. The fair value option can be applied only to entire instruments and not
to portions thereof. FAS 159 is effective as of the beginning of an entity's
first fiscal year beginning after November 15, 2007. The Company is currently
evaluating the effects of adopting FAS 159 on its consolidated financial
statements.
Page 8
Note 3: Goodwill and Other 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 three months ended March 31, 2007. 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 first quarter of
2007, no such adjustments were recorded.
The changes in the carrying value of goodwill were ($ in thousands):
December 31, 2005 $121,907
Recognition of stock option tax benefits for
the exercise of options converted upon merger (193)
Fair value measurement adjustments during
post-merger allocation period 5
-------------
March 31, 2006 $121,719
=============
December 31, 2006 $121,719
--
-------------
March 31, 2007 $121,719
=============
The gross carrying amount of intangible assets and accumulated amortization was
($ in thousands):
March 31,
----------------------------------------------------
2007 2006
----------------------------------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
----------------------------------------------------
Core Deposit Intangibles $24,383 ($9,806) $24,383 ($7,554)
Merchant Draft Processing Intangible 10,300 (3,769) 10,300 (1,999)
----------------------------------------------------
Total Intangible Assets $34,683 ($13,575) $34,683 ($9,553)
====================================================
As of March 31, 2007, the current year and estimated future amortization expense
for intangible assets was ($ in thousands):
Merchant
Core Draft
Deposit Processing
Intangibles Intangible Total
---------------------------------------
Three months ended March 31, 2007 (actual) $555 $420 $975
Estimate for year ended December 31,
2007 2,153 1,500 3,653
2008 2,021 1,200 3,221
2009 1,859 962 2,821
2010 1,635 774 2,409
2011 1,386 624 2,010
2012 1,230 500 1,730
Page 9
Note 4: Stock Options
The Company grants stock options and restricted performance shares to employees
in exchange for employee services, pursuant to the shareholder-approved 1995
Stock Option Plan, which was amended and restated in 2003. Stock options are
granted with an exercise price equal to the fair market value of the related
common stock and generally became exercisable in equal annual installments over
a three-year period with each installment vesting on the anniversary date of the
grant. Each stock option has a maximum ten-year term. A restricted performance
share grant becomes vested after three years of being awarded, provided the
Company has attained its performance goals for such three-year period.
The Company applies the Roll-Geske option pricing model (Modified Roll) to
determine grant date fair value of stock option grants. This model modifies the
Black-Scholes Model to take into account dividends and American options. The
following weighted average assumptions were used in the option pricing to value
stock options granted in the periods indicated:
For the
Three months ended
March 31,
2007 2006
--------------------------
Expected volatility*1 14% 16%
Expected life in years*2 4.0 4.0
Risk-free interest rate*3 4.89% 4.41%
Expected dividend yield 2.82% 2.63%
Fair value per award $6.02 $6.54
*1 Measured using daily price changes of Company's stock over respective
expected term of the option and the implied volatility derived from the market
prices of the Company's stock and traded options.
*2 the expected life is the number of years that the company estimates that the
options will be outstanding prior to exercise
*3 the risk-free rate for periods within the contractual term of the option is
based on the US Treasury yield curve in effect at the time of the grant
Employee stock option grants are being expensed by the Company over the grants'
three year vesting period.
A summary of stock option activity is presented below:
2007
---------------------------------------
Weighted Weighted
Shares Average Average
(in Exercise Remaining
thousands) Price Contractual
Term
---------------------------------------
Outstanding at January 1 3,064 $41.08
Granted 242 48.39
Exercised (57) 36.33
Forfeited or expired (35) 51.25
-------------
Outstanding at March 31 3,214 41.61 5.5 years
=============
Exercisable at March 31 2,678 39.79 4.7 years
=============
2006
---------------------------------------
Weighted Weighted
Shares Average Average
(in Exercise Remaining
thousands) Price Contractual
Term
---------------------------------------
Outstanding at January 1 3,269 $39.13
Granted 258 52.56
Exercised (88) 34.46
Forfeited or expired (13) 52.03
-------------
Outstanding at March 31 3,426 40.21 5.9 years
=============
Exercisable at March 31 2,700 37.06 5.1 years
=============
Page 10
A summary of the Company's nonvested stock options is presented below.
2007
--------------------------
Weighted
Shares Average
(in Grant
thousands) Date
Fair Value
--------------------------
Nonvested at January 1 687 $6.66
Granted 242 6.02
Vested (375) 6.72
Forfeited (18) 6.59
-------------
Nonvested at March 31 536 6.33
=============
2006
--------------------------
Weighted
Shares Average
(in Grant
thousands) Date
Fair Value
--------------------------
Nonvested at January 1 968 $6.57
Granted 258 6.54
Vested (487) 6.43
Forfeited (13) 6.63
-------------
Nonvested at March 31 726 6.65
=============
The total remaining unrecognized compensation cost related to nonvested awards
as of March 31, 2007 is $2.8 million and the weighted average period over which
the cost is expected to be recognized is 1.9 years.
A summary of the status of the Company's restricted performance shares as of
March 31, 2007 and 2006 and changes during the quarters ended on those dates,
follows (in thousands):
2007 2006
--------------------------
Outstanding at January 1, 36 44
Granted 16 15
Exercised (1) (2)
Forfeited 0 0
--------------------------
Outstanding at March 31, 51 57
==========================
The compensation cost that was charged against income for the Company's
restricted performance shares granted was $160 thousand and $177 thousand for
the first quarter of 2007 and 2006, respectively.
There were no stock appreciation rights or incentive stock options granted in
the first quarter of 2007 and 2006.
Note 5: Post Retirement Benefits
The Company uses an actuarial-based accrual method of accounting for
post-retirement benefits. The Company offers a continuation of group insurance
coverage to eligible employees electing early retirement until age 65. The
Company pays a portion of these eligible early retirees' insurance premium which
are determined at their date of retirement. The Company reimburses a portion of
Medicare Part B premiums for all eligible retirees and spouses over age 65.
The following table sets forth the net periodic post retirement benefit costs
(in thousands).
For the three months ended
March 31,
--------------------------
2007 2006
--------------------------
Service cost $4 $47
Interest cost 66 53
Amortization of unrecognized
transition obligation 15 15
--------------------------
Net periodic cost $85 $115
==========================
The Company does not fund plan assets for any post-retirement benefit plans.
Page 11
Note 6: Accounting for Uncertainty in Income Taxes
The Company adopted the provisions of FASB Interpretation No.48 Accounting for
Uncertainty in Income Taxes, on January 1, 2007. As a result of the
implementation of Interpretation 48, the Company did not recognize any increase
or decrease for unrecognized tax benefits. A reconciliation of the beginning and
ending amount of unrecognized tax benefits is as follows (in thousands):
Balance at January 1, 2007 $792
Additions for tax positions taken in the current period 0
Reductions for tax positions taken in the current period 0
Additions for tax positions taken in prior years 0
Reductions for tax positions taken in prior years 0
Decreases related to settlements with taxing authorities 0
Decreases as a result of a lapse in statue of limitations 0
-------------
Balance at March 31, 2007 $792
=============
The Company does not anticipate any significant increase or decrease in
unrecognized tax benefits during 2007. Unrecognized tax benefits at January 1,
2007 and March 31, 2007 include accrued interest and penalties of $137 thousand.
If recognized, the entire amount of the unrecognized tax benefits would affect
the effective tax rate.
The Company classifies interest and penalties as a component of the provision
for income taxes. The tax years ended December 31, 2006, 2005, 2004 and 2003
remain subject to examination by the Internal Revenue Service. The tax years
ended December 31, 2006, 2005, 2004, 2003, and 2002 remain subject to
examination by the California Franchise Tax Board. Included in the balance at
January 1, 2007 is $1.6 million in tax positions for which the ultimate
deductibility is uncertain. The deductibility of these tax positions will be
determined through examination by the appropriate tax jurisdictions or the
expiration of the tax statute of limitations.
Page 12
WESTAMERICA BANCORPORATION
Financial Summary
(Dollars in thousands, except per share data)
Three months ended
---------------------------------------
March 31,
--------------------------December 31,
2007 2006* 2006
---------------------------------------
Net Interest Income (FTE)*** $46,914 $53,974 $49,029
Provision for Credit Losses 75 150 70
Noninterest Income 15,277 13,639 13,747
Noninterest Expense 24,664 25,483 24,492
Provision for income taxes (FTE)*** 13,882 15,863 14,256
---------------------------------------
Net Income $23,570 $26,117 $23,958
=======================================
Average Shares Outstanding 30,342 31,688 30,699
Diluted Average Shares Outstanding 30,824 32,276 31,204
Shares Outstanding at Period End 30,158 31,544 30,547
As Reported:
Basic Earnings Per Share $0.78 $0.82 $0.78
Diluted Earnings Per Share 0.76 0.81 0.77
Return On Assets 2.03% 2.10% 1.98%
Return On Equity 23.04% 24.93% 22.76%
Net Interest Margin (FTE)*** 4.41% 4.73% 4.49%
Net Loan (Recoveries) Losses to Average Loans 0.08% 0.04% 0.01%
Efficiency Ratio** 39.7% 37.7% 39.0%
Average Balances:
Total Assets $4,713,173 $5,054,256 $4,793,700
Earning Assets 4,287,431 4,606,178 4,366,676
Total Loans, Gross 2,519,861 2,615,949 2,547,524
Total Deposits 3,427,010 3,784,436 3,553,379
Shareholders' Equity 414,957 424,832 417,597
Balances at Period End:
Total Assets $4,748,829 $5,054,309 $4,769,335
Earning Assets 4,264,821 4,591,346 4,312,918
Total Loans, Gross 2,519,898 2,639,968 2,531,734
Total Deposits 3,444,372 3,739,186 3,516,734
Shareholders' Equity 419,810 431,128 424,235
Financial Ratios at Period End:
Allowance for Loan Losses to Loans 2.18% 2.11% 2.19%
Book Value Per Share $13.92 $13.67 $13.89
Equity to Assets 8.84% 8.53% 8.90%
Total Capital to Risk Adjusted Assets 10.96% 10.73% 11.09%
Dividends Paid Per Share $0.34 $0.32 $0.34
Dividend Payout Ratio 44% 40% 44%
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.
* Adjusted to adopt SAB No. 108
** The efficiency ratio is defined as noninterest expense divided by total
revenue (net interest income on a tax-equivalent basis and noninterest income).
*** Yields on securities and certain loans have been adjusted upward to a "fully
taxable equivalent" ("FTE") basis in order to reflect the effect of income which
is exempt from federal income taxation at the current statutory tax rate.
Page 13
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Westamerica Bancorporation and subsidiaries (the "Company") reported first
quarter 2007 net income of $23.6 million or $.76 diluted earnings per share.
These results compare to net income of $26.1 million or $.81 diluted earnings
per share and $24.0 million or $.77 diluted earnings per share, respectively,
for the first and fourth quarters of 2006. The first quarter of 2007 included
$822 thousand in tax-exempt company owned life insurance proceeds, representing
$0.02 earnings per diluted share.
Following is a summary of the components of net income for the periods indicated
(dollars in thousands except per share data):
Three months ended
---------------------------------------
March 31,
--------------------------December 31,
2007 2006 2006
---------------------------------------
Net interest income (FTE) $46,914 $53,974 $49,029
Provision for credit losses (75) (150) (70)
Noninterest income 15,277 13,639 13,747
Noninterest expense (24,664) (25,483) (24,492)
Provision for income taxes (FTE) (13,882) (15,863) (14,256)
---------------------------------------
Net income $23,570 $26,117 $23,958
=======================================
Average diluted shares 30,824 32,276 31,204
Diluted earnings per share $0.76 $0.81 $0.77
Average total assets $4,713,173 $5,054,256 $4,793,700
Net income (annualized) to average total assets 2.03% 2.10% 1.98%
Net income for the first quarter of 2007 was $2.5 million or 9.8% less than the
same quarter of 2006, primarily due to lower net interest income, partially
offset by higher noninterest income, lower noninterest expense and a lower
income tax provision. The decrease in net interest income (FTE) (down $7.1
million or 13.1%) was primarily attributable to lower average earning assets and
higher funding costs, partially offset by higher yields on interest-earning
assets. The loan loss provision decreased $75 thousand or 50.0% from a year ago,
reflecting Management's assessment of credit risk for the loan portfolio.
Noninterest income increased $1.6 million or 12.0% mainly due to higher service
charges on deposit accounts and $822 thousand in life insurance proceeds.
Noninterest expense decreased $819 thousand or 3.2% mostly due to lower
personnel costs. The provision for income taxes (FTE) declined $2.0 million or
12.5% largely due to lower pretax income and tax-exempt nature of gain on
company owned life insurance.
Comparing the first three months of 2007 to the prior quarter, net income
declined $388 thousand or 1.6%, due to lower net interest income (FTE), offset
by higher noninterest income, decreases in noninterest expense and the provision
for income taxes. The lower net interest income (FTE) was caused by higher
funding costs, the effect of two less accrual days and lower average earning
assets, partially offset by higher yields on those assets. Noninterest income
increased $1.5 million or 11.1% largely due to higher fee income earned on
deposit accounts and life insurance proceeds. Noninterest expense increased $172
thousand or 0.7%. The income tax provision (FTE) decreased mainly due to lower
earnings and tax-exempt nature of life insurance proceeds.
Net Interest Income
Following is a summary of the components of net interest income for the periods
indicated (dollars in thousands):
Three months ended
---------------------------------------
March 31,
--------------------------December 31,
2007 2006 2006
---------------------------------------
Interest and fee income $59,374 $62,467 $57,962
Interest expense (18,111) (14,512) (17,483)
FTE adjustment 5,651 6,019 8,550
---------------------------------------
Net interest income (FTE) $46,914 $53,974 $49,029
=======================================
Average earning assets $4,287,431 $4,606,178 $4,366,676
Net interest margin (FTE) 4.41% 4.73% 4.49%
Approximately eighty percent of the Company's revenue (FTE) is derived from net
interest income, or the difference between interest income earned on loans and
investments and interest expense paid on interest-bearing deposits and
borrowings. Net interest income (FTE) during the first quarter of 2007 decreased
$7.1 million or 13.1% from the same period in 2006 to $46.9 million, mainly
due to lower average earning assets (down $319 million) and rates on
interest-bearing liabilities (up 64 basis points ("bp")) rising more rapidly
than yields on earning assets (up 11 bp). Interest deposit competition within
the banking industry has caused deposit costs to rise, while competitive rates
on loans have not changed significantly.
Comparing the first quarter of 2007 with the previous quarter, net interest
income (FTE) declined $2.1 million or 4.3%, primarily due to lower average
earning assets (down 79.2 million), the effect of two less accrual days, higher
average federal funds purchased (up $79.1 million), and higher rates on
interest-bearing liabilities (up 15 bp), partially offset by higher yields on
earning assets (up 5 bp).
Interest and Fee Income
Interest and fee income (FTE) for the first quarter of 2007 declined $3.5
million or 5.1% from the same period in 2006. The decrease was caused by lower
average earning assets (down $318.7 million), partially offset by higher yields
on those assets (up 11 bp) and higher loan fee income (up $97 thousand).
Page 14
The average yield on the Company's earning assets increased from 6.00% in the
first quarter of 2006 to 6.11% in the same period in 2007. The composite yield
on loans rose 14 bp to 6.66% primarily due to increases in the average yields on
construction loans (up 139 bp), indirect automobile loans (up 45 bp), direct
consumer loans (up 95 bp), residential real estate loans (up 10 bp) and
commercial loans (up 7 bp).
The investment portfolio yield increased 12 bp to 5.35%, caused by increases in
the average yield on corporate and other securities (up 109 bp) and U.S.
government sponsored entity obligations (up 24 bp). Partially offsetting these
increases were a 4 bp decrease in the average yield on municipal securities.
Average earning assets for the first quarter of 2007 declined $319 million
compared to the same period in 2006. The loan portfolio decreased $96 million
mainly due to declines in commercial loans (down $67 million), commercial real
estate loans (down $22 million) and direct consumer loans (down $13 million),
partially offset by a $21 million increase in average indirect automobile loans.
The Company has allowed the investment portfolio to decline due to the current
interest rate environment, which has very narrow spreads between current
interest rates on similar securities and on incremental funding sources.
Average investments declined $223 million for the first quarter of 2007 compared
to the same period in 2006 due to decreased average balances of mortgage backed
securities and collateralized mortgage obligations (down $133 million),
municipal securities (down $35 million), U.S. government sponsored entity
obligations (down $29 million) and corporate and other securities (down $26
million).
Comparing the first quarter of 2007 with the previous quarter, interest and fee
income (FTE) was down $1.5 million or 2.2%. The decrease largely resulted from a
lower volume of average earning assets, partially offset by rising yields on
those assets.
The average yield on earning assets for the first three months of 2007 was 6.11%
compared with 6.07% in the fourth quarter of 2006. The loan portfolio yield for
the first quarter of 2007 compared with the previous quarter was higher by 5 bp,
due to increases in yields on commercial real estate loans (up 9 bp), indirect
automobile loans (up 9 bp) and residential real estate loans (up 5 bp).
The investment portfolio yield rose by 6 bp. The increase resulted from higher
average yields on corporate and other securities (up 75 bp) and municipal
securities (up 4 bp).
Average earning assets decreased $79 million or 1.8% for the first quarter of
2007 compared with the previous quarter due to a $52 million decline in the
investment portfolio and a $28 million decrease in the loan portfolio. Lower
average investment balances were mainly attributable to mortgage backed
securities and collateralized mortgage obligations (down $28 million), municipal
securities (down $14 million) and corporate and other securities (down $9
million).
The loan portfolio decline was primarily due to decreases in average balances of
commercial loans (down $18 million), commercial real estate loans (down $15
million) and residential real estate loans (down $8 million), offset by an $18
million increase in the average balance of indirect automobile loans.
Interest Expense
Interest expense in the first quarter of 2007 increased $3.6 million or 24.8%
compared with the same period in 2006. The increase was attributable to higher
rates paid on the interest-bearing liabilities, partially offset by lower
average interest-bearing liabilities.
The average rate paid on interest-bearing liabilities increased from 1.82% in
the first quarter of 2006 to 2.46% in 2007. The average rate on federal funds
purchased rose 80 bp and rates on deposits increased as well, including those on
certificates of deposit ("CDs") over $100 thousand, which rose 106 bp; on retail
CDs, which went up by 89 bp; and on preferred money market savings accounts,
which rose an average of 220 bp.
Interest-bearing liabilities decreased $244 million or 7.6% for the first
quarter of 2007 over the same period of 2006 due to a highly competitive
environment for deposits. A $357 million decline in deposits were mostly due to
lower average balances of money market savings (down $151 million), money market
checking accounts (down $65 million), regular savings (down $46 million), retail
CDs (down $35 million). Partially offsetting these declines was a $48 million
increase in federal funds purchased.
Comparing the first quarter of 2007 with the previous quarter, interest expense
rose $628 thousand or 3.6%, due to higher rates paid on interest-bearing
liabilities, partially offset by lower average interest-bearing liabilities.
Rates paid on liabilities averaged 2.46% during the first three months of 2007
compared with 2.32% in the fourth quarter of 2006. The most significant rate
increases were preferred money market savings accounts (up 80 bp), CDs over $100
thousand which rose 9 bp and retail CDs which increased by 11 bp.
Average interest-bearing liabilities declined $14 million or 0.5% over the
fourth quarter of 2006. Average deposits declined $126 million or 3.6% mainly
due to decreases in average balances of money market savings accounts (down $36
million), CDs over $100 thousand (down $21 million), and regular savings (down
$11 million). A $79 million increase in average federal funds purchased
partially offset these decreases.
In all periods, the Company has attempted to continue to reduce high-rate time
deposits while increasing the balances of more profitable, lower-cost
transaction accounts in order to minimize the cost of funds. Lower-cost
transaction accounts experience seasonal trends primarily due to customer income
and property tax payments, with the most significant deposit outflows occurring
in the first calendar quarter of each year.
Page 15
Net Interest Margin (FTE)
The following summarizes the components of the Company's net interest margin for
the periods indicated:
Three months ended
---------------------------------------
March 31,
--------------------------December 31,
2007 2006 2006
---------------------------------------
Yield on earning assets 6.11% 6.00% 6.07%
Rate paid on interest-bearing
liabilities 2.46% 1.82% 2.32%
---------------------------------------
Net interest spread 3.65% 4.18% 3.75%
Impact of all other net
noninterest bearing funds 0.76% 0.55% 0.74%
---------------------------------------
Net interest margin 4.41% 4.73% 4.49%
=======================================
During the first quarter of 2007, the net interest margin declined 32 bp
compared with the same period in 2006. Rates paid on interest-bearing
liabilities increased faster than the yields on earning assets, resulting in a
53 bp decline in net interest spread. The decline in the net interest spread was
mitigated by the higher net interest margin contribution from noninterest
bearing funding sources. While the average balance of these sources decreased
$85 million or 6.3%, their value increased 21 bp, from 55 bp in the first
quarter of 2006 to 76 bp in the first quarter of 2007, because of the higher
earning asset yields at which they could be invested.
The net interest margin declined by 8 bp when compared with the fourth quarter
of 2006. Earning asset yields increased 4 bp, however, the cost of
interest-bearing liabilities rose by 14 bp, resulting in a 10 bp decrease in the
interest spread. Although noninterest bearing funding sources decreased $62
million or 4.6%, their margin contribution increased by 2 bp.
Page 16
Summary of Average Balances, Yields/Rates and Interest Differential
The following tables present, for the periods indicated, information regarding
the Company's consolidated average assets, liabilities and shareholders' equity,
the amount of interest income from average earning assets and the resulting
yields, and the amount of interest expense paid on interest-bearing liabilities.
Average loan balances include nonperforming loans. Interest income includes
proceeds from loans on nonaccrual status only to the extent cash payments have
been received and applied as interest income. Yields on securities and certain
loans have been adjusted upward to reflect the effect of income which is exempt
from federal income taxation at the current statutory tax rate (FTE) (dollars in
thousands).
For the three months ended
March 31, 2007
---------------------------------------
Annualized
Interest Rates
Average Income/ Earned/
Balance Expense Paid
---------------------------------------
Assets:
Money market assets and funds sold $710 $2 1.14%
Investment securities:
Available for sale
Taxable 377,136 4,070 4.32%
Tax-exempt (1) 235,716 4,445 7.54%
Held to maturity
Taxable 579,589 6,268 4.33%
Tax-exempt (1) 574,419 8,842 6.16%
Loans:
Commercial:
Taxable 313,541 6,604 8.54%
Tax-exempt (1) 232,026 3,712 6.49%
Commercial real estate 900,625 15,935 7.18%
Real estate construction 70,710 1,765 10.12%
Real estate residential 503,888 5,956 4.73%
Consumer 499,071 7,426 6.03%
--------------------------
Total loans (1) 2,519,861 41,398 6.66%
--------------------------
Total earning assets (1) 4,287,431 65,025 6.11%
Other assets 425,742
-------------
Total assets $4,713,173
=============
Liabilities and shareholders' equity
Deposits:
Noninterest bearing demand $1,270,522 $-- --
Savings and interest-bearing
transaction 1,453,052 1,932 0.54%
Time less than $100,000 218,549 1,734 3.22%
Time $100,000 or more 484,887 5,571 4.66%
--------------------------
Total interest-bearing deposits 2,156,488 9,237 1.74%
--------------------------
Short-term borrowed funds 767,859 8,296 4.32%
Debt financing and notes payable 36,905 578 6.27%
Total interest-bearing liabilities 2,961,252 18,111 2.46%
Other liabilities 66,443
Shareholders' equity 414,956
-------------
Total liabilities and shareholders' equity $4,713,173
=============
Net interest spread (1) (2) 3.65%
Net interest income and interest margin (1) (3) $46,914 4.41%
==========================
(1) Interest and rates calculated on a fully taxable equivalent basis using the
current statutory federal tax rate.
(2) Net interest spread represents the average yield earned on earning assets
minus the average rate paid on interest-bearing liabilities.
(3) Net interest margin is computed by calculating the difference between
interest income and expense (annualized), divided by the average balance of
earning assets.
Page 17
For the three months ended
March 31, 2006
---------------------------------------
Annualized
Interest Rates
Average Income/ Earned/
Balance Expense Paid
---------------------------------------
Assets:
Money market assets and funds sold $820 $1 0.49%
Investment securities:
Available for sale
Taxable 411,109 4,403 4.28%
Tax-exempt (1) 254,839 4,645 7.29%
Held to maturity
Taxable 735,649 7,829 4.26%
Tax-exempt (1) 587,812 9,125 6.21%
Loans:
Commercial:
Taxable 359,147 7,371 8.32%
Tax-exempt (1) 253,276 4,095 6.56%
Commercial real estate 922,838 16,815 7.39%
Real estate construction 78,349 1,687 8.73%
Real estate residential 509,037 5,895 4.63%
Consumer 493,302 6,620 5.44%
--------------------------
Total loans (1) 2,615,949 42,483 6.52%
--------------------------
Total earning assets (1) 4,606,178 68,486 6.00%
Other assets 448,078
-------------
Total assets $5,054,256
=============
Liabilities and shareholders' equity:
Deposits:
Noninterest bearing demand $1,355,501 $-- --
Savings and interest-bearing
transaction 1,673,634 1,326 0.32%
Time less than $100,000 254,002 1,460 2.33%
Time $100,000 or more 501,299 4,456 3.60%
--------------------------
Total interest-bearing deposits 2,428,935 7,242 1.21%
Short-term borrowed funds 738,307 6,672 3.62%
Debt financing and notes payable 38,124 598 6.27%
--------------------------
Total interest-bearing liabilities 3,205,366 14,512 1.82%
Other liabilities 68,557
Shareholders' equity 424,832
-------------
Total liabilities and shareholders' equity $5,054,256
=============
Net interest spread (1) (2) 4.18%
Net interest income and interest margin (1) (3) $53,974 4.73%
==========================
(1) Interest and rates calculated on a fully taxable equivalent basis using the
current statutory federal tax rate.
(2) Net interest spread represents the average yield earned on earning assets
minus the average rate paid on interest-bearing liabilities.
(3) Net interest margin is computed by calculating the difference between
interest income and expense (annualized), divided by the average balance of
earning assets.
Page 18
For the three months ended
December 31, 2006
---------------------------------------
Annualized
Interest Rates
Average Income/ Earned/
Balance Expense Paid
---------------------------------------
Assets:
Money market assets and funds sold $775 $2 1.02%
Investment securities:
Available for sale
Taxable 382,217 4,115 4.31%
Tax-exempt (1) 248,609 4,493 7.23%
Held to maturity
Taxable 611,267 6,599 4.32%
Tax-exempt (1) 576,283 8,853 6.14%
Loans:
Commercial:
Taxable 330,410 7,163 8.60%
Tax-exempt (1) 233,580 3,765 6.39%
Commercial real estate 915,577 16,361 7.09%
Real estate construction 73,204 1,882 10.20%
Real estate residential 511,572 5,981 4.68%
Consumer 483,181 7,298 5.99%
--------------------------
Total loans (1) 2,547,524 42,450 6.61%
--------------------------
Total earning assets (1) 4,366,675 66,512 6.07%
Other assets 427,025
-------------
Total assets $4,793,700
=============
Liabilities and shareholders' equity:
Deposits:
Noninterest bearing demand $1,332,213 $-- --
Savings and interest-bearing
transaction 1,489,774 1,689 0.45%
Time less than $100,000 226,002 1,773 3.11%
Time $100,000 or more 505,390 5,821 4.57%
--------------------------
Total interest-bearing deposits 2,221,166 9,283 1.66%
Short-term borrowed funds 717,114 7,622 4.16%
Debt financing and notes payable 36,941 578 6.26%
--------------------------
Total interest-bearing liabilities 2,975,221 17,483 2.32%
Other liabilities 68,669
Shareholders' equity 417,597
-------------
Total liabilities and shareholders' equity $4,793,700
=============
Net interest spread (1)(2) 3.75%
Net interest income and interest margin (1) (3) $49,029 4.49%
==========================
(1) Interest and rates calculated on a fully taxable equivalent basis using the
current statutory federal tax rate.
(2) Net interest spread represents the average yield earned on earning assets
minus the average rate paid on interest-bearing liabilities.
(3) Net interest margin is computed by calculating the difference between
interest income and expense (annualized), divided by the average balance of
earning assets.
Page 19
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 asset and liability balances (volume)
and changes in average interest rates for the periods indicated. Changes not
solely attributable to volume or rates have been allocated in proportion to the
respective volume and rate components (dollars in thousands).
Three months ended March 31, 2007
compared with three months
ended March 31, 2006
---------------------------------------
Volume Rate Total
---------------------------------------
Interest and fee income:
Money market assets and funds sold $0 $1 $1
Investment securities:
Available for sale
Taxable (366) 33 (333)
Tax-exempt (1) (354) 154 (200)
Held to maturity
Taxable (1,683) 122 (1,561)
Tax-exempt (1) (207) (76) (283)
Loans:
Commercial:
Taxable (956) 189 (767)
Tax-exempt (1) (340) (43) (383)
Commercial real estate (399) (481) (880)
Real estate construction (174) 252 78
Real estate residential (59) 120 61
Consumer 78 728 806
---------------------------------------
Total loans (1) (1,850) 765 (1,085)
(Decrease) increase in interest ---------------------------------------
and fee income (1) (4,460) 999 (3,461)
---------------------------------------
Interest expense:
Deposits:
Savings and interest-bearing
transaction (194) 800 606
Time less than $100,000 (225) 499 274
Time $100,000 or more (150) 1,265 1,115
---------------------------------------
Total interest-bearing deposits (569) 2,564 1,995
---------------------------------------
Short-term borrowed funds 276 1,348 1,624
Debt financing and notes payable (19) (1) (20)
---------------------------------------
(Decrease) increase in interest expense (312) 3,911 3,599
---------------------------------------
Increase (Decrease) in Net Interest Income (1) ($4,148) ($2,912) ($7,060)
=======================================
(1) Amounts calculated on a fully taxable equivalent basis using the current
statutory federal tax rate.
Page 20
Three months ended March 31, 2007
compared with three months
ended December 31, 2006
---------------------------------------
Volume Rate Total
---------------------------------------
Interest and fee income:
Money market assets and funds sold $0 $0 $0
Investment securities:
Available for sale
Taxable (60) 15 (45)
Tax-exempt (1) (274) 226 (48)
Held to maturity
Taxable (346) 15 (331)
Tax-exempt (1) (43) 32 (11)
Loans:
Commercial:
Taxable (511) (48) (559)
Tax-exempt (1) (107) 54 (53)
Commercial real estate (620) 194 (426)
Real estate construction (103) (14) (117)
Real estate residential (120) 95 (25)
Consumer 77 51 128
---------------------------------------
Total loans (1) (1,384) 332 (1,052)
Total (decrease) increase in interest ---------------------------------------
and fee income (1) (2,107) 620 (1,487)
---------------------------------------
Interest expense:
Deposits:
Savings and interest-bearing
transaction (85) 328 243
Time less than $100,000 (97) 58 (39)
Time $100,000 or more (362) 112 (250)
---------------------------------------
Total interest-bearing deposits (544) 498 (46)
---------------------------------------
Short-term borrowed funds 375 299 674
Debt financing and notes payable (13) 13 0
---------------------------------------
(Decrease) increase in interest expense (182) 810 628
---------------------------------------
Increase (Decrease) in Net Interest Income (1) ($1,925) ($190) ($2,115)
=======================================
(1) Amounts calculated on a fully taxable equivalent basis using the current
statutory federal tax rate.
Page 21
Provision for Credit Losses
The level of the provision for credit losses during each of the periods
presented reflects the Company's continued efforts to manage credit costs by
enforcing underwriting and administration procedures and aggressively pursuing
collection efforts with troubled debtors. The Company provided $75 thousand for
credit losses in the first quarter of 2007. In the fourth quarter of 2006, the
provision for credit losses was $75 thousand, of which $70 thousand was
allocated to loan losses and $5 thousand was allocated to unfunded loan
commitments. In the first quarter of 2006, the Company provided $150 thousand
for credit losses. The provision reflects the Company's loss experience and
Management's assessment of credit risk in the loan portfolio for each of the
periods presented. For further information regarding net credit losses and the
allowance for loan losses, see the "Classified Loans" section of this report.
Noninterest Income
The following table summarizes the components of noninterest income for the
periods indicated (dollars in thousands).
Three months ended
---------------------------------------
March 31,
--------------------------December 31,
2007 2006 2006
---------------------------------------
Service charges on deposit accounts $7,528 $7,083 $6,990
Merchant credit card fees 2,449 2,385 2,652
Debit card fees 895 828 902
ATM fees 677 678 676
Trust fees 337 282 311
Official check issuance income 311 334 327
Financial services commissions 310 298 331
Check sale income 213 200 218
Mortgage banking income 30 50 44
Other noninterest income 2,527 1,501 1,296
---------------------------------------
Total $15,277 $13,639 $13,747
=======================================
Noninterest income for the first quarter of 2007 rose by $1.6 million or 12.0%
from the same period in 2006. Service charges on deposit accounts increased due
to management efforts to increase deposit accounts and minimize service charge
waivers. Service charges on deposit accounts increased $445 thousand or 6.3%
mainly due to a $689 thousand increase in overdraft fees, partially offset by
declines in deficit fees charged on analyzed accounts (down $160 thousand or
10.2%) and retail and business checking account service fees. Other noninterest
income was higher by $1.0 million or 68.4% mostly due to $822 thousand in life
insurance proceeds.
In the first quarter of 2007, noninterest income increased $1.5 million or 11.1%
compared with the previous quarter. Service charges on deposit accounts rose
$538 thousand or 7.7% mostly due to a $315 thousand increase in overdraft fees
and increased deficit fees charged on analyzed accounts. Other noninterest
income increased $1.2 million mainly due to $822 thousand in life insurance
proceeds. Merchant credit card income declined $203 thousand or 7.7% primarily
due to seasonally lower credit card draft volumes.
Noninterest Expense
The following table summarizes the components of noninterest expense for the
periods indicated (dollars in thousands).
Three months ended
---------------------------------------
March 31,
--------------------------December 31,
2007 2006 2006
---------------------------------------
Salaries and related benefits $12,568 $13,258 $12,405
Occupancy 3,291 3,232 3,227
Data processing services 1,524 1,534 1,529
Equipment 1,138 1,266 1,174
Amortization of identifiable intangibles 975 1,040 1,016
Courier service 848 922 891
Professional fees 495 457 614
Telephone 360 432 365
Postage 410 410 431
Customer checks 248 290 192
Stationery and supplies 315 270 314
Advertising/public relations 228 234 192
Loan expense 167 195 199
Operational losses 160 189 320
Correspondent service charges 225 183 176
Other noninterest expense 1,712 1,571 1,447
---------------------------------------
Total $24,664 $25,483 $24,492
=======================================
Average full time equivalent staff 892 939 891
Noninterest expense to revenues (FTE) 39.66% 37.69% 39.01%
Noninterest expense decreased $819 thousand or 3.2% in the first quarter of 2007
compared with the same period in 2006. The largest decline was salaries and
incentives, which was down $690 thousand or 5.2% mainly due to a $294 thousand
decrease in regular salaries and a $341 thousand decrease in employee benefit
costs. The decrease in regular salaries was attributable to the effect of a
smaller workforce through attrition, partially offset by annual merit increases
to continuing staff. Equipment expense decreased $128 thousand or 10.1%
primarily due to a $136 thousand decline in repair and maintenance expense.
Other noninterest expense rose $141 thousand or 9.0% mostly due to increases in
amortization of investments in low-income housings as tax benefits are realized
and internet banking expense.
Page 22
In the first three months of 2007, noninterest expense rose $172 thousand or
0.7% compared with the fourth quarter of 2006. Salaries and related benefits
rose $163 thousand or 1.3% mainly due to a seasonal increase in payroll taxes,
increases in regular salaries resulting from annual merit increases, and an
increase in the cost of providing employee medical benefits. Other noninterest
expense increased $265 thousand or 18.3% mainly because the prior quarter
included credits to correct overbillings for the debit card network fees.
Offsetting these increases were decreases in operational losses (down $160
thousand) and professional fees (down $119 thousand or 19.4%). The decline in
operational losses were attributable to a $117 thousand decrease in sundry
losses. Lower professional fees resulted from decreases in legal and accounting
fees.
Provision for Income Tax
During the first quarter of 2007, the Company recorded income tax expense (FTE)
of $13.9 million, compared with $15.9 million and $14.3 million for the first
and fourth quarters of 2006, respectively. The current quarter provision
represents an effective tax rate (FTE) of 37.1%, compared with 37.8% and 37.3%
for the first and fourth quarters of 2006, respectively. The effective tax rate
for the first quarter 2007 was reduced primarily due to tax-exempt company owned
life insurance proceeds. The effective tax rate for the fourth quarter was
reduced primarily due to tax refunds and other tax items.
The tax provisions and effective tax rates fluctuated due to the relative level
of tax- exempt income from municipal investments and loans to the level of
pretax income, and tax-free life insurance proceeds of $822 thousand in the
first quarter of 2007.
Classified Loans and Other Real Estate Owned
The Company closely monitors the markets in which it conducts its lending
operations and continues its strategy to control exposure to loans with high
credit risk and to increase diversification of earning assets. Loan reviews are
performed using grading standards and criteria similar to those employed by bank
regulatory agencies. Loans receiving lesser grades fall under the "classified"
category, which includes all nonperforming and potential problem loans, and
receive an elevated level of attention to ensure collection. Other real estate
owned is recorded at the lower of cost or net realizable value (market value
less disposition costs).
The following is a summary of classified loans and other real estate owned on
the dates indicated (dollars in thousands):
At March 31, At
--------------------------December 31,
2007 2006 2006
---------------------------------------
Classified loans $18,439 $28,878 $20,180
Other real estate owned 647 0 647
---------------------------------------
Classified loans and other real estate owned $19,086 $28,878 $20,827
=======================================
Allowance for loan losses /
classified loans 298% 193% 274%
Classified loans include loans graded "Substandard", "Doubtful" and "Loss" using
regulatory guidelines. At March 31, 2007, $18.1 million of loans are graded
"Substandard" or 98.2% of total classified loans. Classified loans at March 31,
2007, decreased $10.4 million or 36.1% from a year ago. The decline resulted
from 11 loan payoffs totaling $12.0 million, five upgrades totaling $5.3
million, two charge-offs and a transfer to OREO, partially offset by 13
downgrades totaling $11.1 million. A $1.7 million or 8.6% decrease in classified
loans from December 31, 2006 was generally due to three upgrades totaling $1.1
million and a chargeoff, partially offset by three downgrades totaling $1.3
million. Other real estate owned at March 31, 2007 and December 31, 2006 was
$647 thousand compared with none a year ago because collateral for one
commercial real estate loan was foreclosed in the second quarter of 2006.
Nonperforming Loans
Nonperforming loans include nonaccrual loans and loans 90 days past due as to
principal or interest and still accruing. Loans are placed on nonaccrual status
when they become 90 days or more delinquent, unless the loan is well secured and
in the process of collection. Interest previously accrued on loans placed on
nonaccrual status is charged against interest income. In addition, loans secured
by real estate with temporarily impaired values and commercial loans to
borrowers experiencing financial difficulties are placed on nonaccrual status
even though the borrowers continue to repay the loans as scheduled. Such loans
are classified as "performing nonaccrual" and are included in total
nonperforming assets. When the ability to fully collect nonaccrual loan
principal is in doubt, cash payments received are applied against the principal
balance of the loan until such time as full collection of the remaining recorded
balance is expected. Any subsequent interest received is recorded as interest
income on a cash basis.
Page 23
The following is a summary of nonperforming loans and OREO on the dates
indicated (dollars in thousands):
At March 31, At
--------------------------December 31,
2007 2006 2006
---------------------------------------
Performing nonaccrual loans $2,459 $3,232 $4,404
Nonperforming, nonaccrual loans 2,341 2,993 61
---------------------------------------
Total nonaccrual loans 4,800 6,225 4,465
Loans 90 days past due and
still accruing 82 29 65
---------------------------------------
Total nonperforming loans 4,882 6,254 4,530
Other real estate owned 647 0 647
---------------------------------------
Total $5,529 $6,254 $5,177
=======================================
As a percentage of total loans 0.22% 0.24% 0.20%
Nonaccrual loans decreased $335 thousand during the three months ended March 31,
2007. Ten loans comprised the $4.8 million nonaccrual loans as of March 31,
2007. Six of those loans were on nonaccrual status throughout the first quarter
2007, while four of the loans were placed on nonaccrual status during the
quarter. The Company actively pursues full collection of nonaccrual loans.
The Company had no "sub-prime" loans as of March 31, 2007, December 31, 2006 and
March 31, 2006. Of the loans 90 days past due and still accruing at March 31,
2007, $-0- and $60 thousand were residential real estate loans and automobile
loans, respectively.
The Company had no restructured loans as of March 31, 2007, December 31,
2006 and March 31, 2006.
The amount of gross interest income that would have been recorded for nonaccrual
loans for the three months ended March 31, 2007, if all such loans had been
current in accordance with their original terms, was $110 thousand, compared to
$120 thousand and $118 thousand, respectively, for the first and fourth quarters
of 2006.
The amount of interest income that was recognized on nonaccrual loans from all
cash payments, including those related to interest owed from prior years, made
during the three months ended March 31, 2007, totaled $119 thousand, compared to
$60 thousand and $171 thousand, respectively, for the first and fourth quarters
of 2006. These cash payments represent annualized yields of 10.14% for first
three months of 2007 compared to 4.15% and 13.30%, respectively, for the first
and the fourth quarter of 2006.
Total cash payments received, including those recorded in prior years, which
were applied against the book balance of nonaccrual loans outstanding at March
31, 2007, totaled approximately $4 thousand, compared with $32 thousand and $0
for the first and the fourth quarters of 2006, respectively.
Management believes the overall credit quality of the loan portfolio continues
to be strong; however, nonperforming assets could fluctuate from period to
period. The performance of any individual loan can be impacted by external
factors such as the interest rate environment, economic conditions or factors
particular to the borrower. No assurance can be given that additional increases
in nonaccrual loans will not occur in the future.
Allowance for Credit Losses
The Company's allowance for credit losses is maintained at a level considered
adequate to provide for losses that can be estimated based upon specific and
general conditions. These include conditions unique to individual borrowers, as
well as overall credit loss experience, the amount of past due, nonperforming
loans and classified loans, recommendations of regulatory authorities,
prevailing economic conditions and other factors. A portion of the allowance is
specifically allocated to impaired and other identified loans whose full
collectibility is uncertain. Such allocations are determined by Management based
on loan-by-loan analyses. A second allocation is based in part on quantitative
analyses of historical credit loss experience, in which criticized and
classified credit balances identified through an internal credit review process
are analyzed using a linear regression model to determine standard loss rates.
The results of this analysis are applied to current criticized and classified
loan balances to allocate the reserve to the respective segments of the loan
portfolio. In addition, 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 general loan
categories based on commercial office vacancy rates, mortgage loan foreclosure
trends, agriculture commodity prices, and levels of government funding. The
remainder of the reserve is considered to be unallocated and is established at a
level considered necessary based on relevant economic conditions and available
data, including unemployment statistics, unidentified economic and business
conditions, the quality of lending management and staff, credit quality trends,
concentrations of credit, and changing underwriting standards due to external
competitive factors. Management considers the $58.6 million allowance for credit
losses to be adequate as a reserve against losses as of March 31, 2007.
Page 24
The following table summarizes the credit loss provision, net credit losses and
allowance for credit losses for the periods indicated (dollars in thousands):
Three months ended
---------------------------------------
March 31,
--------------------------December 31,
2007 2006 2006
---------------------------------------
Balance, beginning of period $59,023 $59,537 $59,026
Additions to the allowance charged to 75 150 70
operating expense
Provision for unfunded credit commitments 0 0 5
Loans charged off (1,244) (1,118) (848)
Recoveries of previously
charged off loans 728 887 770
---------------------------------------
Net credit losses (516) (231) (78)
---------------------------------------
Balance, end of period $58,582 $59,456 $59,023
=======================================
Components:
Allowance for loan losses 54,889 55,768 55,330
Reserve for unfunded credit commitments 3,693 3,688 3,693
---------------------------------------
Allowance for credit losses $58,582 $59,456 $59,023
=======================================
Allowance for loan losses /
loans outstanding 2.18% 2.11% 2.19%
Asset and Liability Management
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 is the most significant market risk affecting the Company.
Interest rate risk results from many factors. Assets and liabilities may mature
or reprice at different times. Assets and liabilities may reprice at the same
time but by different amounts. Short-term and long-term market interest rates
may change by different amounts. The remaining maturity of various assets or
liabilities may shorten or lengthen as interest rates change. In addition,
interest rates may have an indirect impact on loan demand, credit losses, and
other sources of earnings such as account analysis fees on commercial deposit
accounts, official check fees and correspondent bank service charges.
In adjusting the Company's asset/liability position, Management attempts to
manage interest rate risk while enhancing 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.
Management assesses interest rate risk by comparing the Company's most likely
earnings plan with various earnings models using many interest rate scenarios
that differ in the direction of interest rate changes, the degree of change over
time, the speed of change and the projected shape of the yield curve. For
example, assuming an increase of 100 bp in the federal funds rate and an
increase of 72 bp in the 10 year Constant Maturity Treasury Bond yield during
the same period, estimated earnings at risk would be approximately 3.9% of the
Company's most likely net income plan for the twelve months ended March 31,
2008. Conversely, assuming a decrease of 100 bp in the federal funds rate and a
decrease of 36 bp in the 10 year Constant Maturity Treasury Bond yield during
the same period, earnings are estimated to improve 1.1% over the Company's most
likely income plan for the twelve months ended March 31, 2008. 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.
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.
Liquidity
The Company's principal sources of asset liquidity are investment securities
available for sale and principal payments from investment securities held to
maturity and consumer loans. At March 31, 2007, investment securities available
for sale totaled $602 million. At March 31, 2007, indirect automobile loans
totaled $443 million, which were experiencing stable monthly principal
payments in the range of $17 million to $20 million. In addition, at March 31,
2007, the Company had customary lines for overnight borrowings from other
financial institutions in excess of $700 million and a $35 million line of
credit, under which $22 million was outstanding at March 31, 2007. As a member
of the Federal Reserve System, the Company also has the ability to borrow from
the Federal Reserve. The Company's short-term debt rating from Fitch Ratings is
F1 with a stable outlook. Management expects the Company can access short-term
debt financing if desired. The Company's long-term debt rating from Fitch
Ratings is A with a stable outlook. Management expects the Company can access
additional long-term debt financing if desired. The Company generates
significant liquidity from its operating activities. The Company's profitability
during the first three months of 2007 and 2006 contributed to substantial
operating cash flows of $29.5 million and $33.5 million, respectively. In 2007,
operating activities provided a substantial portion of cash for $10.3 million in
shareholder dividends and $22.1 million utilized to repurchase common stock. In
2006, operating activities provided enough cash for $23.0 million of Company
stock repurchases and $10.2 million in shareholder dividends.
In the first three months of 2007, investing activities generated $52.3 million,
compared with $75.8 million in the same period of 2006. In the first three
months of 2007, sales and maturities, net of purchases, of investment securities
were $41.0 million. In the first three months of 2006, sales and maturities, net
of purchases, of investment securities were $44.0 million.
Page 25
The Company anticipates maintaining its cash levels in 2007 mainly through
profitability and retained earnings. It is anticipated that loan demand will
increase moderately in 2007, although such demand will be dictated by economic
and competitive conditions. The growth of deposit balances is expected to exceed
the anticipated growth in earning assets through the end of 2007. Depending on
economic conditions, interest rate levels, and a variety of other conditions,
excess deposit growth may be used to purchase investment securities or to reduce
short-term borrowings. However, due to changes in consumer confidence, possible
terrorist attacks, the war in Iraq, and changes in the general economic
environment, loan demand and levels of customer deposits are not certain.
Shareholder dividends and share repurchases are expected to continue in 2007 but
will depend on the Board's ongoing evaluation of the advisability of such
actions.
Westamerica Bancorporation ("the Parent Company") is a separate entity from
Westamerica Bank ("the Bank") and must provide for its own liquidity. In
addition to its operating expenses, the Parent Company is responsible for
interest and principal on outstanding debt and the payment of dividends declared
for shareholders. Substantially all of the Parent Company's revenues are
obtained from service fees and dividends received from the Bank and, to a lesser
extent, other subsidiaries. Payment of such dividends to the Parent Company by
the Bank is limited under regulations for Federal Reserve member banks and
California law. The amount that can be paid in any calendar year, without prior
approval from federal and state regulatory agencies, cannot exceed the net
profits (as defined) for that year plus the net profits of the preceding two
calendar years less dividends paid. The Company believes that such restrictions
will not have an impact on the Parent Company's ability to meet its ongoing cash
obligations.
Capital Resources
The current and projected capital position of the Company and the impact of
capital plans and long-term strategies are reviewed regularly by Management. The
Company repurchases shares of its common stock in the open market pursuant to
stock repurchase plans approved by the Board with the intention of lessening the
dilutive impact of issuing new shares under stock option plans, and other
ongoing requirements. In addition, other programs have been implemented to
optimize the Company's use of equity capital and enhance shareholder value.
Pursuant to these programs, the Company repurchased 447 thousand shares in the
first quarter of 2007, 429 thousand shares in the first quarter of 2006, and 410
thousand shares in the fourth quarter of 2006.
The Company's capital position represents the level of capital available to
support continued operations and expansion. The Company's primary capital
resource is shareholders' equity, which was $419.8 million at March 31, 2007.
This amount, which is reflective of the effect of the generation of earnings,
offset by common stock repurchases, and dividends paid to shareholders,
represents a decrease of $11.3 million or 2.63% from a year ago, and a decrease
of $4.4 million or 1.04% from December 31, 2006. The Company's ratio of equity
to total assets increased to 8.84% at March 31, 2007, from 8.53% a year ago. The
shareholder's equity to total assets decreased at March 31, 2007, compared with
8.90% at December 31, 2006.
The following summarizes the Company's ratios of capital to risk-adjusted assets
for the periods indicated:
At March 31, At Minimum
--------------------------December 31, Regulatory
2007 2006 2006 Requirement
----------------------------------------------------
Tier I Capital 9.64% 9.41% 9.77% 4.00%
Total Capital 10.96% 10.73% 11.09% 8.00%
Leverage ratio 6.42% 6.18% 6.42% 4.00%
The risk-based capital ratios rose at March 31, 2007, compared with the first
quarter of 2006, primarily due to decreases in risk-weighted assets. The
risk-based capital ratios decreased at March 31, 2007 from the previous quarter
due to a decrease in equity capital.
Capital ratios are reviewed by Management on a regular basis to ensure that
capital exceeds the prescribed regulatory minimums and is adequate to meet the
Company's anticipated future needs. All ratios as shown in the table above are
in excess of the regulatory definition of "well capitalized".
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.
Interest rate risk as discussed above is the most significant market risk
affecting the Company. Other types of market risk, such as foreign currency
exchange risk, equity price 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 March 31, 2007. Based upon their
evaluation, the principal executive officer and principal financial officer
concluded that the Company's disclosure controls and procedures are effective.
The evaluation did not identify any change in the Company's internal control
over financial reporting that occurred during the quarter ended March 31, 2007
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
Page 26
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Due to the nature of the banking business, the Bank is at
times party to various legal actions; all such actions are of a
routine nature and arise in the normal course of business of the
Subsidiary Bank.
Item 1A. Risk Factors
There are no material changes to the risk factors disclosed in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) None
(b) None
(c) Issuer Purchases of Equity Securities
The table below sets forth the information with respect to purchases made by
or on behalf of Westamerica Bancorporation or any "affiliated purchaser" (as
defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of
common stock during the quarter ended March 31, 2007 (in thousands, except
per share data).
(c) (d)
Total Maximum
Number Number
of Shares of Shares
(b) Purchased that May
(a) Average as Part of Yet Be
Total Price Publicly Purchased
Number of Paid Announced Under the
Shares per Plans Plans or
Period Purchased Share or Programs* Programs
----------------------------------------------------------------
January 1
through
January 31 154 $49.27 154 1,325
----------------------------------------------------------------
February 1
through
February 28 197 50.46 197 1,128
----------------------------------------------------------------
March 1
through
March 31 96 47.87 96 1,032
----------------------------------------------------------------
Total 447 $49.49 447 1,032
================================================================
* Includes 9 thousand, 14 thousand and 3 thousand shares purchased in January,
February and March, 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 to
meet stock performance, option plans, and other ongoing requirements.
Shares were repurchased during the first quarter of 2007 pursuant to a program
approved by the Board of Directors on August 24, 2006 authorizing the purchase
of up to 2,000,000 shares of the Company's common stock from time to time
prior to September 1, 2007.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits
The list of Exhibits is incorporated by reference from the Exhibit Index
appearing below.
Page 27
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)
May 4, 2007 /s/ John "Robert" Thorson
----------- -------------------------
Date John "Robert" Thorson
Senior Vice President
and Chief Financial Officer
(Chief Financial and Accounting Officer)
Page 28
Exhibit Index
Exhibit 11: Computation of Earnings Per Share on Common
and Common Equivalent Shares and on Common
Shares Assuming Full Dilution
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