8-K - WABC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2020

_______________________________

WESTAMERICA BANCORPORATION

(Exact name of registrant as specified in its charter)

_______________________________

California	001-09383	94-2156203
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1108 Fifth Avenue

San Rafael, California 94901

(Address of Principal Executive Offices) (Zip Code)

(707) 863-6000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	WABC	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition. On October 15, 2020, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1	Press Release dated October 15, 2020
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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
Date: October 15, 2020	By:	/s/ Jesse Leavitt
		Jesse Leavitt
		Senior Vice President and Chief Financial Officer

EdgarFiling EXHIBIT 99.1

Westamerica Bancorporation Reports Third Quarter 2020 Financial Results

SAN RAFAEL, Calif., Oct. 15, 2020 (GLOBE NEWSWIRE) -- Westamerica Bancorporation (Nasdaq: WABC), parent company of Westamerica Bank, generated net income for the third quarter 2020 of $20.1 million and diluted earnings per common share (“EPS”) of $0.74. These results compare to net income of $19.6 million and EPS of $0.72 for the second quarter 2020 and net income of $20.4 million and EPS of $0.75 for the third quarter 2019. The third quarter 2019 results benefited from expense reducing FDIC insurance assessment credits.

“Westamerica is focusing on maintaining superior customer service during the pandemic. In keeping all our branches open, we are following all health orders affecting our business to provide a safe environment for our customers and employees. Westamerica’s non-interest revenues improved $922 thousand in the third quarter 2020 compared to the prior quarter as economic activity showed some improvement. Net interest income on a fully-tax equivalent basis declined $283 thousand in the third quarter 2020 compared to the prior quarter due to low market interest rates. Operating expenses were $24.6 million for the third quarter 2020, representing only 47 percent of revenues on a fully-taxable equivalent basis. Credit quality remained stable with nonperforming loans of $4.7 million at September 30, 2020,” said Chairman, President and CEO David Payne. “Third quarter 2020 results generated an annualized 11.2 percent return on average common equity, and shareholders were paid a $0.41 per common share dividend during the quarter,” concluded Payne.

Net interest income on a fully-taxable equivalent (FTE) basis was $41.8 million for the third quarter 2020, compared to $42.1 million for the second quarter 2020 and $40.3 million for the third quarter 2019. The annualized net interest margin (FTE) was 2.78 percent for the third quarter 2020, compared to 2.99 percent for the second quarter 2020 and 3.11 percent for the third quarter 2019. The decline in the margin is due to lower yields on interest-earning assets. Average total deposits grew $333 million from the second quarter 2020 to the third quarter 2020. Checking and savings deposits represented ninety-seven percent of the Company’s average deposit base during the third quarter 2020 generating a 0.03 percent annualized cost of funding interest-earning assets.

The Company continues to work with loan customers requesting deferral of loan payments due to economic weakness caused by the pandemic. At September 30, 2020, consumer loans granted loan deferrals totaled $5.0 million, commercial real estate loans with deferred payments totaled $19.1 million, primarily for hospitality, restaurant and retail properties, and commercial loans with deferred payments totaled $209 thousand. The commercial real estate loans with deferred payments are seasoned with low loan-to-value ratios.

Nonperforming assets were $4.8 million at September 30, 2020. The Company’s allowance for credit losses was $24.2 million at September 30, 2020. The Company recognized no provision for credit losses in the third quarter 2020.

Noninterest income for the third quarter 2020 totaled $10.5 million, compared to $9.6 million for the second quarter 2020; the increase is due to an improvement in merchant processing service fees and debit card fees. Noninterest income was $1.3 million lower for the third quarter 2020 compared to the third quarter 2019; the decrease is due to lower economic activity reducing activity-based fees related to deposit accounts.

Noninterest expense for the third quarter 2020 was $24.6 million compared to $24.8 million for the second quarter 2020 and $24.0 million for the third quarter 2019.

Westamerica Bancorporation’s wholly owned subsidiary Westamerica Bank, operates commercial banking and trust offices throughout Northern and Central California.

Westamerica Bancorporation Web Address: www.westamerica.com

For additional information contact: Westamerica Bancorporation 1108 Fifth Avenue, San Rafael, CA 94901 Robert A. Thorson – SVP & Treasurer 707-863-6840 investments@westamerica.com

FORWARD-LOOKING INFORMATION:

The following appears in accordance with the Private Securities Litigation Reform Act of 1995:

This press release may contain forward-looking statements about the Company, including descriptions of plans or objectives of its management for future operations, products or services, and forecasts of its revenues, earnings or other measures of economic performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.”

Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors — many of which are beyond the Company’s control — could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. The Company’s most recent reports filed with the Securities and Exchange Commission, including the annual report for the year ended December 31, 2019 filed on Form 10-K and quarterly report for the quarter ended June 30, 2020 filed on Form 10-Q, describe some of these factors, including certain credit, interest rate, operational, liquidity and market risks associated with the Company’s business and operations. Other factors described in these reports include changes in business and economic conditions, competition, fiscal and monetary policies, disintermediation, cyber security risks, legislation including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2011, the Sarbanes-Oxley Act of 2002 and the Gramm-Leach-Bliley Act of 1999, and mergers and acquisitions.

Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date forward looking statements are made.


WESTAMERICA BANCORPORATION
FINANCIAL HIGHLIGHTS
September 30, 2020
1. Net Income Summary.

			%
		Q3’2019	Change	Q2’2020
	Net Interest and Fee Income (FTE)	$40,349	3.5%	$42,063
	Provision for Credit Losses	-	n/m	-
	Noninterest Income	11,809	-11.3%	9,554
	Noninterest Expense	24,033	2.4%	24,754
	Income Before Taxes (FTE)	28,125	-1.7%	26,863
	Income Tax Provision (FTE)	7,735	-1.7%	7,301
	Net Income	$20,390	-1.7%	$19,562
	Average Common Shares Outstanding	26,986	-0.2%	26,935
	Diluted Average Common Shares	27,027	-0.3%	26,951
	Operating Ratios:
	Basic Earnings Per Common Share	$0.76	-2.6%	$0.72
	Diluted Earnings Per Common Share	0.75	-1.3%	0.72
	Return On Assets (a)	1.45%		1.30%
	Return On Common Equity (a)	11.9%		11.1%
	Net Interest Margin (FTE) (a)	3.11%		2.99%
	Efficiency Ratio (FTE)	46.1%		48.0%
	Dividends Paid Per Common Share	$0.41	0.0%	$0.41
	Common Dividend Payout Ratio	55%		57%
			%
		9/30’19YTD	Change
	Net Interest and Fee Income (FTE)	$120,925	2.9%
	Provision for Credit Losses	-	n/m
	Noninterest Income	35,676	-11.2%
	Noninterest Expense	74,777	-1.0%
	Income Before Taxes (FTE)	81,824	-5.0%
	Income Tax Provision (FTE)	22,163	-4.5%
	Net Income	$59,661	-5.2%
	Average Common Shares Outstanding	26,924	0.2%
	Diluted Average Common Shares	26,976	0.1%
	Operating Ratios:
	Basic Earnings Per Common Share	$2.22	-5.4%
	Diluted Earnings Per Common Share	2.21	-5.0%
	Return On Assets (a)	1.43%
	Return On Common Equity (a)	11.9%
	Net Interest Margin (FTE) (a)	3.12%
	Efficiency Ratio (FTE)	47.8%
	Dividends Paid Per Common Share	$1.22	0.8%
	Common Dividend Payout Ratio	55%
2. Net Interest Income.

			%
		Q3’2019	Change	Q2’2020
	Interest and Fee Income (FTE)	$40,804	3.5%	$42,498
	Interest Expense	455	2.4%	435
	Net Interest and Fee Income (FTE)	$40,349	3.5%	$42,063
	Average Earning Assets	$5,176,744	15.9%	$5,635,014
	Average Interest-
	Bearing Liabilities	2,586,880	13.3%	2,774,450
	Yield on Earning Assets (FTE) (a)	3.15%		3.02%
	Cost of Funds (a)	0.04%		0.03%
	Net Interest Margin (FTE) (a)	3.11%		2.99%
	Interest Expense/
	Interest-Bearing Liabilities (a)	0.07%		0.06%
	Net Interest Spread (FTE) (a)	3.08%		2.96%
			%
		9/30’19YTD	Change
	Interest and Fee Income (FTE)	$122,362	2.8%
	Interest Expense	1,437	-6.5%
	Net Interest and Fee Income (FTE)	$120,925	2.9%
	Average Earning Assets	$5,173,581	8.8%
	Average Interest-
	Bearing Liabilities	2,640,705	5.5%
	Yield on Earning Assets (FTE) (a)	3.16%
	Cost of Funds (a)	0.04%
	Net Interest Margin (FTE) (a)	3.12%
	Interest Expense/
	Interest-Bearing Liabilities (a)	0.07%
	Net Interest Spread (FTE) (a)	3.09%
3. Loans & Other Earning Assets.

			%
		Q3’2019	Change	Q2’2020
	Total Assets	$5,570,843	15.1%	$6,058,365
	Total Earning Assets	5,176,744	15.9%	5,635,014
	Total Loans	1,142,668	14.9%	1,232,073
	Total Commercial Loans	231,232	92.1%	344,053
	Paycheck Protection Program (PPP) Loans	-	n/m	132,500
	Commercial Loans	231,232	-13.1%	211,553
	Commercial RE Loans	579,069	-2.1%	578,572
	Consumer Loans	332,367	-9.1%	309,448
	Total Investment Securities	3,687,049	18.3%	3,957,851
	Equity Securities	352	n/m	-
	Debt Securities Available For Sale	2,862,537	31.0%	3,293,009
	Debt Securities Held To Maturity	824,160	-26.1%	664,842
	Total Interest-Bearing Cash	347,027	-5.4%	445,090
	Loans/Deposits	24.0%		23.7%
			%
		9/30’19YTD	Change
	Total Assets	$5,580,965	8.3%
	Total Earning Assets	5,173,581	8.8%
	Total Loans	1,177,057	3.9%
	Total Commercial Loans	258,317	30.7%
	PPP Loans	-	n/m
	Commercial Loans	258,317	-18.0%
	Commercial RE Loans	580,453	-0.9%
	Consumer Loans	338,287	-8.1%
	Total Investment Securities	3,675,102	10.4%
	Equity Securities	1,285	n/m
	Debt Securities Available For Sale	2,782,898	22.0%
	Debt Securities Held To Maturity	890,919	-25.8%
	Total Interest-Bearing Cash	321,422	8.4%
	Loans/Deposits	24.6%
4. Deposits, Other Interest-Bearing Liabilities & Equity.

			%
		Q3’2019	Change	Q2’2020
	Total Deposits	$4,770,976	16.0%	$5,200,475
	Noninterest Demand	2,234,494	20.6%	2,496,840
	Interest-Bearing Transaction	916,180	13.5%	980,872
	Savings	1,441,282	13.4%	1,558,201
	Time greater than 100K	77,568	-7.1%	72,267
	Time less than 100K	101,452	-10.3%	92,295
	Total Short-Term Borrowings	50,398	86.6%	70,116
	Other Borrowed Funds	-	n/m	699
	Shareholders’ Equity	681,513	4.8%	705,882
	Demand Deposits/
	Total Deposits	46.8%		48.0%
	Transaction & Savings
	Deposits / Total Deposits	96.2%		96.8%
			%
		9/30’19YTD	Change
	Total Deposits	$4,789,084	8.3%
	Noninterest Demand	2,203,755	12.2%
	Interest-Bearing Transaction	935,811	5.5%
	Savings	1,464,037	6.8%
	Time greater than 100K	80,142	-9.3%
	Time less than 100K	105,339	-12.2%
	Total Short-Term Borrowings	55,376	24.5%
	Other Borrowed Funds	-	n/m
	Shareholders’ Equity	669,043	5.9%
	Demand Deposits/
	Total Deposits	46.0%
	Transaction & Savings
	Deposits / Total Deposits	96.1%
5. Interest Yields Earned & Rates Paid.


		Income/	Yield (a) /
		Expense	Rate (a)
	Interest & Fee Income Earned
	Total Earning Assets (FTE)	$42,246	2.81%
	Total Loans (FTE)	15,394	4.67%
	Total Commercial Loans (FTE)	4,648	4.16%
	PPP Loans	2,501	4.08%
	Commercial Loans (FTE)	2,147	4.25%
	Commercial RE Loans	7,298	5.12%
	Consumer Loans	3,448	4.54%
	Total Investments (FTE)	26,768	2.46%
	Total Interest-Bearing Cash	84	0.10%
	Interest Expense Paid
	Total Earning Assets	466	0.03%
	Total Interest-Bearing Liabilities	466	0.06%
	Total Interest-Bearing Deposits	450	0.06%
	Interest-Bearing Transaction	85	0.03%
	Savings	238	0.06%
	Time less than 100K	47	0.21%
	Time greater than 100K	80	0.44%
	Total Short-Term Borrowings	16	0.07%
	Other Borrowed Funds	-	n/m
	Net Interest Income and
	Margin (FTE)	$41,780	2.78%

		Income/	Yield (a) /
		Expense	Rate (a)
	Interest & Fee Income Earned
	Total Earning Assets (FTE)	$40,804	3.15%
	Total Loans (FTE)	14,535	5.05%
	Commercial Loans (FTE)	3,102	5.32%
	Commercial RE Loans	7,772	5.32%
	Consumer Loans	3,661	4.37%
	Total Investments (FTE)	24,368	2.64%
	Total Interest-Bearing Cash	1,901	2.14%
	Interest Expense Paid
	Total Earning Assets	455	0.04%
	Total Interest-Bearing Liabilities	455	0.07%
	Total Interest-Bearing Deposits	447	0.07%
	Interest-Bearing Transaction	92	0.04%
	Savings	210	0.06%
	Time less than 100K	64	0.25%
	Time greater than 100K	81	0.41%
	Total Short-Term Borrowings	8	0.06%
	Net Interest Income and
	Margin (FTE)	$40,349	3.11%
6. Noninterest Income.

			%
		Q3’2019	Change	Q2’2020
	Service Charges on Deposits	$4,510	-26.9%	$3,151
	Merchant Processing Services	2,494	14.7%	2,277
	Debit Card Fees	1,641	-1.8%	1,459
	Trust Fees	733	3.1%	714
	ATM Processing Fees	725	-16.4%	518
	Other Service Fees	580	-21.7%	420
	Financial Services Commissions	75	-22.7%	123
	Securities Gains	-	n/m	71
	Other Operating	1,051	-20.7%	821
	Total Noninterest Income	$11,809	-11.3%	$9,554
	Total Revenue (FTE)	$52,158	0.2%	$51,617
	Noninterest Income/Revenue (FTE)	22.6%		18.5%
	Service Charges/Avg. Deposits (a)	0.38%		0.24%
	Total Revenues (FTE) Per Avg.
	Common Share (a)	$7.67	0.7%	$7.71
			%
		9/30’19YTD	Change
	Service Charges on Deposits	$13,508	-20.8%
	Merchant Processing Services	7,708	-2.8%
	Debit Card Fees	4,789	-5.2%
	Trust Fees	2,199	2.2%
	ATM Processing Fees	2,080	-18.1%
	Other Service Fees	1,742	-20.8%
	Financial Services Commissions	270	13.4%
	Life Insurance Gains	433	n/m
	Securities Gains	50	n/m
	Other Operating (4)	2,897	11.9%
	Total Noninterest Income	$35,676	-11.2%
	Total Revenue (FTE)	$156,601	-0.3%
	Noninterest Income/Revenue (FTE)	22.8%
	Service Charges/Avg. Deposits (a)	0.38%
	Total Revenues (FTE) Per Avg./
	Common Share (a)	$7.78	-0.6%
7. Noninterest Expense.

			%
		Q3’2019	Change	Q2’2020
	Salaries & Benefits	$12,559	-0.2%	$12,900
	Occupancy and Equipment	5,199	-3.6%	4,791
	Outsourced Data Processing	2,374	-1.5%	2,324
	Professional Fees	645	3.7%	643
	Courier Service	456	9.6%	508
	Amortization of
	Identifiable Intangibles	76	-5.3%	73
	Other Operating	2,724	27.4%	3,515
	Total Noninterest Expense	$24,033	2.4%	$24,754
	Noninterest Expense/
	Avg. Earning Assets (a)	1.84%		1.77%
	Noninterest Expense/Revenues (FTE)	46.1%		48.0%
			%
		9/30’19YTD	Change
	Salaries & Benefits	$38,757	-0.8%
	Occupancy and Equipment	15,163	-2.8%
	Outsourced Data Processing	7,110	-0.6%
	Professional Fees	1,791	-5.0%
	Courier Service	1,349	11.1%
	Amortization of
	Identifiable Intangibles	465	-53.1%
	Loss Contingency (1)	553	n/m
	Other Operating	9,589	7.8%
	Total Noninterest Expense	$74,777	-1.0%
	Noninterest Expense/
	Avg. Earning Assets (a)	1.93%
	Noninterest Expense/Revenues (FTE)	47.8%
8. Allowance for Credit Losses.

			%
		Q3’2019	Change	Q2’2020
	Average Total Loans	$1,142,668	14.9%	$1,232,073
	Beginning of Period Allowance for
	Credit Losses on Loans (ACLL)	$20,117	21.9%	$24,804
	Provision for Credit Losses	-	n/m	-
	Net ACLL Losses	(289)	33.9%	(275)
	End of Period ACLL	$19,828	21.8%	$24,529
	Gross ACLL Recoveries /
	Gross ACLL Losses	72%		66%
	Net ACLL Losses /
	Avg. Total Loans (a)	0.10%		0.09%
			%
		9/30’19YTD	Change
	Average Total Loans	$1,177,057	3.9%
	Prior Period Allowance for
	Credit Losses on Loans (ACLL)	$21,351	-8.7%
	Adoption of ASU 2016-13(2)	-	n/m
	Beginning of Period ACLL	21,351	0.7%
	Provision for Credit Losses	-	n/m
	Net ACLL Losses	(1,523)	8.9%
	End of Period ACLL	$19,828	21.8%
	Gross ACLL Recoveries /
	Gross ACLL Losses	55%
	Net ACLL Losses /
	Avg. Total Loans (a)	0.17%

			%
		9/30/19	Change	6/30/20
	Allowance for Credit Losses on Loans	$19,828	21.8%	$24,529
	Allowance for Credit Losses on
	HTM Securities	-	n/m	16
	Total Allowance for Credit Losses	$19,828	21.8%	$24,545
	Allowance for Unfunded
	Credit Commitments	2,308	-97.7%	53
9. Credit Quality.

			%
		9/30/19	Change	6/30/20
	Nonperforming Loans:
	Nonperforming Nonaccrual	$633	-35.4%	$590
	Performing Nonaccrual	3,670	8.2%	3,643
	Total Nonaccrual Loans	4,303	1.8%	4,233
	90+ Days Past Due Accruing Loans	351	2.6%	290
	Total	4,654	1.8%	4,523
	Repossessed Loan Collateral	43	0.0%	43
	Total Nonperforming Assets	$4,697	1.8%	$4,566
	Total Loans Outstanding	$1,133,229	15.6%	$1,316,359
	Total Assets	$5,616,055	16.9%	$6,463,889
	Loans:
	Allowance for Credit Losses on Loans	$19,828	21.8%	$24,529
	Allowance for Credit Losses on Loans /
	Loans	1.75%		1.86%
	Nonperforming Loans/Total Loans	0.41%		0.34%
10. Capital.

			%
		9/30/19	Change	6/30/20
	Shareholders’ Equity	$713,378	15.7%	$808,076
	Total Assets	5,616,055	16.9%	6,463,889
	Shareholders’ Equity/
	Total Assets	12.70%		12.50%
	Shareholders’ Equity/
	Total Loans	62.95%		61.39%
	Tangible Common Equity Ratio	10.75%		10.81%
	Common Shares Outstanding	27,014	-0.4%	26,933
	Common Equity Per Share	$26.41	16.2%	$30.00
	Market Value Per Common Share	62.18	-12.6%	57.42
	Share Repurchase Programs

			%
		Q3’2019	Change	Q2’2020
	Total Shares Repurchased	-	n/m	13
	Average Repurchase Price	$-	n/m	$52.27
	Net Shares Repurchased (Issued)	(52)	n/m	(1)
			%
		9/30'19YTD	Change
	Total Shares Repurchased	8	n/m
	Average Repurchase Price	$61.98	n/m
	Net Shares Repurchased ( Issued)	(284)	n/m
11. Period-End Balance Sheets.

			%
		9/30/19	Change	6/30/20
	Assets:
	Cash and Due from Banks	$415,639	-4.0%	$500,820
	Investment Securities:
	Equity Securities	-	n/m	-
	Debt Securities Available For Sale	2,983,767	33.5%	3,708,370
	Debt Securities Held To Maturity (3)	793,216	-27.2%	638,281
	Loans	1,133,229	15.6%	1,316,359
	Allowance For Credit Losses on Loans	(19,828)	21.8%	(24,529)
	Total Loans, net	1,113,401	15.5%	1,291,830
	Other Real Estate Owned	43	0.0%	43
	Premises and Equipment, net	34,080	-1.9%	34,061
	Identifiable Intangibles, net	1,464	-19.9%	1,245
	Goodwill	121,673	0.0%	121,673
	Other Assets	152,772	4.9%	167,566
	Total Assets	$5,616,055	16.9%	$6,463,889
	Liabilities and Shareholders’ Equity:
	Deposits:
	Noninterest-Bearing	$2,265,640	18.5%	$2,702,885
	Interest-Bearing Transaction	910,566	14.3%	997,593
	Savings	1,445,210	14.4%	1,605,169
	Time	175,207	-7.9%	162,765
	Total Deposits	4,796,623	15.5%	5,468,412
	Short-Term Borrowed Funds	45,646	136.5%	86,170
	Other Liabilities	60,408	49.8%	101,231
	Total Liabilities	4,902,677	17.0%	5,655,813
	Shareholders’ Equity:
	Common Equity:
	Paid-In Capital	463,424	0.8%	467,386
	Accumulated Other
	Comprehensive Income	20,454	n/m	93,732
	Retained Earnings	229,500	11.0%	246,958
	Total Shareholders’ Equity	713,378	15.7%	808,076
	Total Liabilities and
	Shareholders’ Equity	$5,616,055	16.9%	$6,463,889
12. Income Statements.

			%
		Q3’2019	Change	Q2’2020
	Interest & Fee Income:
	Loans	$14,431	6.0%	$15,278
	Investment Securities:
	Equity Securities	92	12.0%	103
	Debt Securities Available For Sale	18,736	20.9%	22,429
	Debt Securities Held To Maturity	4,535	-28.7%	3,616
	Interest-Bearing Cash	1,901	-95.6%	113
	Total Interest & Fee Income	39,694	4.2%	41,539
	Interest Expense:
	Transaction Deposits	92	-7.6%	74
	Savings Deposits	210	13.3%	224
	Time Deposits	145	-12.4%	126
	Short-Term Borrowed Funds	8	95.1%	10
	Other Borrowed Funds	-	n/m	1
	Total Interest Expense	455	2.4%	435
	Net Interest Income	39,240	4.2%	41,104
	Provision for Credit Losses	-	n/m	-
	Noninterest Income:
	Service Charges	4,510	-26.9%	3,151
	Merchant Processing Services	2,494	14.7%	2,277
	Debit Card Fees	1,641	-1.9%	1,459
	Trust Fees	733	3.0%	714
	ATM Processing Fees	725	-16.4%	518
	Other Service Fees	580	-21.7%	420
	Financial Services Commissions	75	-22.7%	123
	Securities Gains	-	n/m	71
	Other Operating	1,051	-20.7%	821
	Total Noninterest Income	11,809	-11.3%	9,554
	Noninterest Expense:
	Salaries and Benefits	12,559	-0.2%	12,900
	Occupancy and Equipment	5,199	-3.6%	4,791
	Outsourced Data Processing	2,374	-1.5%	2,324
	Professional Fees	645	3.7%	643
	Courier Service	456	9.6%	508
	Amortization of Identifiable Intangibles	76	-5.3%	73
	Other Operating	2,724	27.4%	3,515
	Total Noninterest Expense	24,033	2.4%	24,754
	Income Before Income Taxes	27,016	-0.9%	25,904
	Income Tax Provision	6,626	1.4%	6,342
	Net Income	$20,390	-1.7%	$19,562
	Average Common Shares Outstanding	26,986	-0.2%	26,935
	Diluted Common Shares Outstanding	27,027	-0.3%	26,951
	Per Common Share Data:
	Basic Earnings	$0.76	-2.6%	$0.72
	Diluted Earnings	0.75	-1.3%	0.72
	Dividends Paid	0.41	0.0%	0.41
			%
		9/30’19YTD	Change
	Interest & Fee Income:
	Loans	$44,050	0.7%
	Investment Securities:
	Equity Securities	289	6.9%
	Debt Securities Available For Sale	54,080	22.8%
	Debt Securities Held To Maturity	14,788	-27.2%
	Interest-Bearing Cash	5,597	-81.2%
	Total Interest & Fee Income	118,804	3.4%
	Interest Expense:
	Transaction Deposits	333	-27.0%
	Savings Deposits	637	6.5%
	Time Deposits	440	-12.3%
	Short-Term Borrowed Funds	27	25.9%
	Other Borrowed Funds	-	n/m
	Total Interest Expense	1,437	-6.5%
	Net Interest Income	117,367	3.6%
	Provision for Credit Losses	-	n/m
	Noninterest Income:
	Service Charges	13,508	-20.8%
	Merchant Processing Services	7,708	-2.8%
	Debit Card Fees	4,789	-5.2%
	Trust Fees	2,199	2.2%
	ATM Processing Fees	2,080	-18.1%
	Other Service Fees	1,742	-20.8%
	Financial Services Commissions	270	13.3%
	Life Insurance Gains	433	n/m
	Securities Gains	50	n/m
	Other Operating (4)	2,897	11.9%
	Total Noninterest Income	35,676	-11.2%
	Noninterest Expense:
	Salaries and Benefits	38,757	-0.8%
	Occupancy and Equipment	15,163	-2.8%
	Outsourced Data Processing	7,110	-0.6%
	Professional Fees	1,791	-5.0%
	Courier Service	1,349	11.1%
	Amortization of Identifiable Intangibles	465	-53.1%
	Loss Contingency (1)	553	n/m
	Other Operating	9,589	7.8%
	Total Noninterest Expense	74,777	-1.0%
	Income Before Income Taxes	78,266	-4.3%
	Income Tax Provision	18,605	-1.5%
	Net Income	$59,661	-5.2%
	Average Common Shares Outstanding	26,924	0.2%
	Diluted Common Shares Outstanding	26,976	0.1%
	Per Common Share Data:
	Basic Earnings	$2.22	-5.4%
	Diluted Earnings	2.21	-5.0%
	Dividends Paid	1.22	0.8%
	Footnotes and Abbreviations:
	(1) In the second quarter 2019, the Company recorded a 301 thousand increase in estimated customer refunds of revenue recognized prior to 2018 and a 252 thousand loss settlement to dismiss a lawsuit.
	(2) Effective January 1, 2020, the Company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (“CECL”), resulting in a period opening adjustment to the allowance for credit losses for loans and held-to-maturity debt securities, other liabilities, deferred tax assets, and shareholders’ equity.
	(3) The Company adopted ASU 2016-13, effective January 1, 2020. Debt Securities Held To Maturity of 577,795 thousand at September 30, 2020 and 638,281 thousand at June 30, 2020 are net of related reserve for expected credit losses of 16 thousand.
	(4) The Company received 603 thousand in excess of amounts charged-off in prior periods on a purchased loan during the first quarter 2020, representing the recovery of a purchased loan credit-risk discount.
	(FTE) Fully Taxable Equivalent. The Company presents its net interest margin and net interest income on a FTE basis using the current statutory federal tax rate. Management believes the FTE basis is valuable to the reader because the Company’s loan and investment securities portfolios contain a relatively large portion of municipal loans and securities that are federally tax exempt. The Company’s tax exempt loans and securities composition may not be similar to that of other banks, therefore in order to reflect the impact of the federally tax exempt loans and securities on the net interest margin and net interest income for comparability with other banks, the Company presents its net interest margin and net interest income on a FTE basis.
	(a) Annualized
	Certain amounts in prior periods have been reclassified to conform to the current presentation.

All values are in US Dollars.