FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR (15d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1994 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 0-9876 WEST ONE BANCORP Idaho 82-0362647 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 101 South Capitol Boulevard, P.O. Box 8247, Boise, Idaho 83733 (Address of principal executive offices) (Zip Code) (208) 383-7000 (Registrant's telephone number, including area code) 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 APPLICABLE ONLY TO CORPORATE ISSUERS: At July 28, 1994, 35,121,643 shares of the registrant's common stock, $1 par value, were outstanding. EXHIBIT INDEX IS LOCATED ON PAGE 9 CONSOLIDATED BALANCE SHEETS WEST ONE BANCORP AND SUBSIDIARIES (Unaudited) June 30, June 30, December 31, (Dollars in thousands) 1994 1993 1993 ----------- ----------- ----------- Assets Cash and due from banks $412,589 $465,140 $450,384 Due from banks - interest bearing 1,700 1,480 599 Federal funds sold, securities purchased under agreements to resell and other 137,321 2,551 14,055 ----------- ----------- ----------- Securities: Available for sale 1,029,817 159,009 1,060,650 Held to maturity 603,736 1,523,743 565,165 ----------- ----------- ----------- Total securities 1,633,553 1,682,752 1,625,815 ----------- ----------- ----------- Loans: Real estate 2,268,506 1,886,201 2,150,835 Commercial and agricultural 2,160,629 2,013,722 1,996,865 Consumer 1,092,395 956,726 1,038,678 Leases 149,941 153,368 168,119 ----------- ----------- ----------- Total loans 5,671,471 5,010,017 5,354,497 Allowance for credit losses (78,202) (71,822) (74,923) ----------- ----------- ----------- Net loans 5,593,269 4,938,195 5,279,574 ----------- ----------- ----------- Premises and equipment 125,026 125,137 122,828 Interest receivable 50,870 49,456 50,141 Other assets 137,342 127,126 127,957 ----------- ----------- ----------- Total assets $8,091,670 $7,391,837 $7,671,353 =========== =========== =========== Liabilities Deposits: Noninterest bearing $1,177,294 $1,088,297 $1,260,869 Interest bearing demand 710,342 676,912 729,247 Regular and money market savings 2,130,398 1,845,385 1,971,211 Time certificates under $100,000 1,584,783 1,583,393 1,505,177 Time certificates $100,000 and over 711,897 481,686 470,543 ----------- ----------- ----------- Total deposits 6,314,714 5,675,673 5,937,047 Federal funds purchased and securities sold under agreements to repurchase 528,554 553,412 568,295 Other short-term borrowings 373,393 428,566 330,609 Long-term debt 129,142 119,714 116,460 Other liabilities 90,322 84,871 95,376 ----------- ----------- ----------- Total liabilities 7,436,125 6,862,236 7,047,787 ----------- ----------- ----------- Shareholders' equity Common stock - $1.00 par value; 75,000,000 shares authorized; 35,070,083, 32,690,448 and 34,718,731 shares outstanding 35,070 32,690 34,719 Capital surplus 316,187 254,401 304,413 Retained earnings 306,959 242,510 275,351 Unrealized gain on securities, net of tax (2,671) - 9,083 ----------- ----------- ----------- Total shareholders' equity 655,545 529,601 623,566 ----------- ----------- ----------- Total liabilities and shareholders' equity $8,091,670 $7,391,837 $7,671,353 =========== =========== =========== The accompanying notes are an integral part of the financial statements. CONSOLIDATED STATEMENTS OF INCOME WEST ONE BANCORP AND SUBSIDIARIES (Unaudited) For the quarter ended, For the six months ended, June 30, June 30, (Dollars in thousands, except per share data) 1994 1993 1994 1993 --------- --------- --------- --------- Interest income Loans $113,499 $98,544 $219,042 $192,409 Short-term investments 981 286 1,422 1,149 Interest and dividends on securities: United States Treasury and Government agencies 7,677 8,172 14,292 16,943 State and municipal bonds 7,557 6,202 14,714 11,631 Mortgage-backed securities 3,871 6,320 7,380 12,745 Other 2,372 4,299 5,093 8,366 --------- --------- --------- --------- Total interest income 135,957 123,823 261,943 243,243 --------- --------- --------- --------- Interest expense Deposits 41,452 40,454 79,314 82,600 Federal funds purchased and securities sold under agreements to repurchase 5,189 4,900 8,873 8,805 Other short-term borrowings 2,898 1,610 5,075 2,575 Long-term debt 1,814 2,054 3,575 4,573 --------- --------- --------- --------- Total interest expense 51,353 49,018 96,837 98,553 --------- --------- --------- --------- Net interest income 84,604 74,805 165,106 144,690 Provision for credit losses 3,787 3,414 7,776 6,506 --------- --------- --------- --------- Net interest income after provision for credit losses 80,817 71,391 157,330 138,184 --------- --------- --------- --------- Noninterest income Trust fees and commissions 3,803 3,507 7,346 6,744 Service charges on deposit accounts 9,913 9,196 18,897 17,620 Other service charges, fees and commissions 11,917 10,303 22,541 19,508 Other 4,816 2,320 8,103 4,617 Securities gains (losses) (327) 36 (485) 28 --------- --------- --------- --------- Total noninterest income 30,122 25,362 56,402 48,517 --------- --------- --------- --------- Noninterest expense Employee compensation and benefits 35,001 30,946 69,039 62,324 Outside services 8,112 7,002 15,576 13,191 Equipment 5,621 5,452 11,104 10,423 Net occupancy 5,027 4,670 9,745 9,673 Insurance and miscellaneous taxes 4,701 4,345 9,463 8,441 Marketing 2,468 2,576 4,942 4,625 Postage and courier 2,398 2,136 4,745 4,157 Supplies 1,859 1,773 3,658 3,632 Telephone 1,812 1,552 3,596 3,068 Other 5,848 5,611 11,452 10,630 --------- --------- --------- --------- Total noninterest expense 72,847 66,063 143,320 130,164 --------- --------- --------- --------- Income before taxes 38,092 30,690 70,412 56,537 Provision for income taxes 12,169 9,876 21,574 17,558 --------- --------- --------- --------- Net income $25,923 $20,814 $48,838 $38,979 ========= ========= ========= ========= Primary earnings per share $.73 $.63 $1.38 $1.18 Fully diluted earnings per share .69 .60 1.31 1.13 Dividends declared per share .18 .155 .36 .155 ========= ========= ========= ========= The accompanying notes are an integral part of the financial statements. CONSOLIDATED STATEMENTS OF CASH FLOWS WEST ONE BANCORP AND SUBSIDIARIES (Unaudited) For the six months ended June 30, (Dollars in thousands) 1994 1993 --------- --------- Cash flows from operating activities: Net income $48,838 $38,979 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses 7,776 6,506 Depreciation of premises and equipment 8,038 7,764 Amortization and accretion of premiums and discounts 5,830 7,129 Amortization of intangible and other assets 5,650 5,422 Originations of real estate loans held for sale (170,331) (191,692) Proceeds from real estate loans sold 199,256 159,970 Net gain on sale of real estate loans (2,228) (1,167) Net loss (gain) on sale of securities 485 (28) Purchase of trading account securities (33,253) (16,790) Sale of trading account securities 28,755 17,449 Change in assets and liabilities: Interest receivable (181) 529 Other assets 4,817 (10,857) Other liabilities (10,975) 8,400 --------- --------- Net cash provided by operating activities 92,477 31,614 --------- --------- Cash flows from investing activities: Change in short-term investments, maturities less than 90 days (117,739) 187,689 Purchase of securities available for sale (316,625) (9,976) Maturity of securities available for sale 200,897 39,679 Sale of securities available for sale 150,482 -- Purchase of securities held to maturity (59,362) (314,396) Maturity of securities held to maturity 19,414 268,403 Change in net loans and leases (336,177) (427,510) Purchase of premises and equipment (9,193) (11,765) Sale of premises and equipment 141 63 Additions to intangible assets (6,653) (4,859) Sale of other real estate owned 4,482 6,050 Cash provided by acquisition 172,322 2,019 --------- --------- Net cash used by investing activities (298,011) (264,603) --------- --------- Cash flows from financing activities: Change in deposits 160,110 7,074 Change in short-term borrowings, maturities less than 90 days 6,006 167,476 Proceeds from short-term borrowings 34,075 22,914 Payments on short-term borrowings (37,310) (19,811) Additions to long-term debt 20,000 27,500 Payments on long-term debt (7,320) (25,687) Proceeds from issuance of common stock 4,722 2,727 Cash dividends paid (12,544) (9,226) --------- --------- Net cash provided by financing activities 167,739 172,967 --------- --------- Net decrease in cash and due from banks (37,795) (60,022) Cash and due from banks - January 1 450,384 525,162 --------- --------- Cash and due from banks - June 30 $412,589 $465,140 ========= ========= Supplemental information: Interest paid 96,534 98,870 Income taxes paid 25,172 18,995 Noncash activities: Reclassification of securities available for sale -- 28,248 Securities purchased not settled 10,568 5,575 Loans held for sale transferred to the loan portfolio 16,036 17,855 Loan charge-offs 8,986 7,726 Transfer of loans to other real estate owned 5,543 969 Tax benefit of stock options exercised 776 96 Dividends declared not paid 6,313 5,073 Acquisitions: Investments 17,532 10,123 Loans 18,081 21,819 Premises and equipment 1,191 612 Intangible assets 11,249 -- Deposits 217,557 32,260 Equity 2,086 3,041 ========= ========= The accompanying notes are an integral part of the financial statements. NOTES TO QUARTERLY CONSOLIDATED FINANCIAL STATEMENTS West One Bancorp and Subsidiaries These statements are unaudited financial statements and should be read in conjunction with the 1993 Annual Report of West One Bancorp and Subsidiaries (West One). All adjustments (consisting only of normal recurring accruals and the acquisitions as discussed below) which are, in the opinion of management, necessary to present fairly the consolidated financial position and results of operations have been made in the accompanying financial statements. Related historical data has been adjusted for the August 1993 two-for-one stock split. RECLASSIFICATION Certain reclassifications of 1993 amounts were made in order to conform to the 1994 presentation, none of which affect previously reported net income. ACQUISITIONS On April 15, 1994, West One Bancorp acquired ten Far West Federal Savings Bank branches in Oregon with deposits of $173 million from the Resolution Trust Corporation. The transaction was accounted for as a purchase. On January 21, 1994, Idaho State Bank with assets of $50 million was acquired in exchange for 133,332 shares of West One Bancorp common stock. The transaction was accounted for as a pooling of interests. Because Idaho State Bank's operations and financial position are immaterial to West One's results of operations and financial position, historic data has not been restated. On May 28, 1993, West One Bancorp acquired all outstanding common stock of Ben Franklin National Bank in exchange for 206,254 shares of West One Bancorp common stock. The combination was accounted for as a pooling of interests. Since Ben Franklin National Bank's results of operations and financial position is immaterial to West One's results of operations and financial position, historic financial data was not restated. OTHER EVENTS On May 9, 1994, West One Bancorp announced the signing of a definitive agreement under which West One Bancorp will acquire National Security Bank Holding Company and its subsidiary, National Security Bank, a five-branch, $133 million bank located in Newport, Oregon. The agreement calls for an exchange of West One Bancorp common stock for all the outstanding shares of National Security Bank Holding Company common stock. The number of shares issued is dependent upon the purchase price and a calculated average market price for West One Bancorp common stock. The transaction is subject to various regulatory and shareholder approvals. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PERFORMANCE SUMMARY West One Bancorp reported net income of $25.9 million for the second quarter of 1994, the highest quarterly earnings in the Corporation's history and a 25% increase from the $20.8 million earned in the second quarter of 1993. Net income per share was $.69 for the current quarter compared to $.60 for the same quarter last year. The increase in earnings was attributable to higher net interest income reflecting a wider net interest margin and an improvement in the volume and composition of earning assets. West One achieved a return on average assets of 1.31% and a return on average shareholders' equity of 16.15% in the second quarter of 1994 compared to 1.15% and 16.16%, respectively, for the second quarter of 1993. West One's strong second quarter results were primarily attributable to the ability to maintain a stable net interest margin despite economic uncertainty fueled by speculation regarding the Federal Reserve Board's monetary policy. The continuation of double digit loan growth and dynamic regional economic conditions resulted in higher net interest income. Net interest margin was maintained even though no loans were acquired with the April 15, 1994 acquisition of $173 million of deposits from Far West Savings Bank in Oregon. Further expansion in Oregon is planned with the acquisition of National Security Bank Holding Company, a five-branch institution with assets of $133 million. West One's service area of Idaho, Washington, Oregon and Utah continued to outperform the national economy in the second quarter of 1994. During the first two months of the quarter, nearly 16,000 new nonfarm jobs were added to the regional payroll, with gains posted in all four states. Utah and Idaho ranked second and third in the nation in nonfarm employment growth during the past year. Idaho, Washington and Utah each reported annual gains in employment in both manufacturing and service sectors. Washington's gains have been limited to the service sector due to declines in aerospace employment. Residential construction permit activity declined nationally during the second quarter as a result of rising interest rates; however, the number of housing units authorized in all four states remained above second quarter 1993 averages. Annual gains in dwelling unit permits were 12% in Washington, 19% in Oregon, 22% in Idaho and 55% in Utah. NET INTEREST INCOME AND MARGIN Taxable equivalent net interest income was $89.9 million in the second quarter of 1994, up 13% from the same period last year. Earning assets averaged $7.2 billion during the quarter, a 10% increase from the same quarter in 1993. Average loans increased 15% over the same period. Loans accounted for 77% of earning assets in the current quarter compared to 73% in the second quarter of 1993. Loan growth and an improved mix of earning assets contributed to a 16 basis point improvement in net interest margin to 4.98% in the second quarter of 1994 compared to 4.82% in the same quarter last year. Loans increased at an annualized rate of 13% from the first to second quarter of 1994. Taxable equivalent net interest income for the first six months of 1994 totaled $175.5 million, an increase of 14% from the same period in 1993, as the net interest margin increased 18 basis points to 4.99% and earning assets grew 10%. ASSET QUALITY Asset quality continued to improve in the second quarter of 1994 as nonperforming assets declined 27% from a year ago to $23.4 million at June 30, 1994, representing only .29% of total assets. Nonperforming assets were $26.4 million at March 31, 1994 and $28.4 million at December 31, 1993. Credit loss allowance coverage of nonperforming loans increased to 437% at June 30, 1994, from 261% a year ago. West One provided $3.8 million for credit losses in the second quarter of 1994 compared to $3.4 million for the same quarter of 1993. Net charge-offs totaled $2.8 million or .20% of average loans in the second quarter of 1994 compared to .22% of average loans in the corresponding quarter last year. The allowance for credit losses was $78.2 million at June 30, 1994, up 9% from $71.8 million a year ago. For the six months ended June 30, 1994, West One provided $7.8 million for credit losses compared to $6.5 million for the first six months of 1993. Net charge-offs totaled $5.2 million or .19% of average loans for the first six months of 1994 compared to $3.3 million or .14% of average loans in the first half of 1993. NONINTEREST INCOME AND EXPENSE Noninterest income increased $4.8 million or 19% to $30.1 million in the second quarter of 1994 compared to the second quarter of 1993. The increase included $1.7 million of interest income from Federal income tax receivables, representing the settlement of prior years' tax litigation. Excluding the income tax settlement and net losses on the sale of investment securities, noninterest income for the quarter was 13% above the same quarter last year due primarily to bankcard income, brokerage commissions and service charges. Noninterest income for the first six months of 1994 totaled $56.4 million and exceeded the prior year by 16%. Excluding the income tax settlement and net losses on the sale of investment securities, year-to-date noninterest income increased 14%. Noninterest expense increased 10% to $72.8 million in the second quarter of 1994 and 10% to $143.3 million in the first six months of 1994 compared to the corresponding periods of 1993. The increases were primarily attributable to growth. Excluding the impact of 1994 acquisitions, noninterest expense increased 8% in the second quarter and the first half of 1994 compared to the same periods last year. West One also progressed during the quarter in achieving its stated objective of reducing the efficiency ratio to 60% by the end of 1994. The efficiency ratio improved to 60.53% in the second quarter of 1994 from 63.13% in the same quarter last year and 62.91% in the first quarter of 1994. CAPITAL ADEQUACY Shareholders' equity was $655.5 million at June 30, 1994, a 24% increase from a year ago and represented 8.10% of assets compared to 7.16% last year. Capital adequacy levels established by the Federal Reserve Board require minimum leverage, Tier 1 and total capital ratios of 3%, 4% and 8%, respectively. In addition, regulators deem a financial institution well capitalized, the highest rating available, when leverage, Tier 1 and total capital ratios total at least 5%, 6% and 10%, respectively. West One's leverage, Tier 1 and total capital ratios were 7.75%, 9.74% and 11.94%, respectively, at June 30, 1994 compared to 6.79%, 8.56% and 10.98% at June 30, 1993. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Various legal proceedings arising in the normal course of business are pending against West One and its subsidiaries. In the opinion of management, liability, if any, resulting from these proceedings will not have a material impact on West One's financial position or results of operations. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit 11 - Statement regarding computation of per share earnings - Page 11. (b) Reports on Form 8-K - No reports were filed on Form 8-K for the quarter ended June 30, 1994. 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 under-signed thereunto duly authorized. WEST ONE BANCORP Date: August 10, 1994 /s/ Scott M. Hayes Scott M. Hayes Executive Vice President and Chief Financial Officer /s/ Jim A. Peterson Jim A. Peterson Senior Vice President and Controller (Principal Accounting Officer)