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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 September 30, 1995
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
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(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
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APPLICABLE ONLY TO CORPORATE ISSUERS:
At October 31, 1995, 37,006,565 shares of the registrant's common stock, $1
par value, were outstanding.
EXHIBIT INDEX IS LOCATED ON PAGE 10
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CONSOLIDATED BALANCE SHEETS (UNAUDITED)
WEST ONE BANCORP AND SUBSIDIARIES
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September 30, December 31,
Dollars in thousands 1995 1994 1994
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ASSETS
Cash and due from banks $ 524,887 $ 512,807 $ 632,577
Federal funds sold, securities purchased under agreements to
resell and other 237,043 61,117 112,516
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Securities:
Available for sale 1,165,851 1,040,237 1,139,765
Held to maturity 602,386 600,329 581,155
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Total securities 1,768,237 1,640,566 1,720,920
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Loans:
Real estate - mortgage 2,275,204 2,085,354 2,207,247
Real estate - construction 351,265 298,185 319,228
Commercial and agricultural 2,423,344 2,176,550 2,205,459
Consumer 1,238,638 1,123,140 1,172,616
Leases 175,361 156,228 160,873
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Total loans 6,463,812 5,839,457 6,065,423
Allowance for credit losses (83,094) (79,417) (81,757)
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Net loans 6,380,718 5,760,040 5,983,666
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Premises and equipment 123,867 124,992 128,506
Interest receivable 73,311 61,512 66,605
Other assets 136,440 147,066 147,909
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Total assets $9,244,503 $8,308,100 $8,792,699
==========================================================================================================================
LIABILITIES
Deposits:
Noninterest bearing $1,437,361 $1,335,355 $1,397,843
Interest bearing demand 687,129 714,385 749,755
Regular and money market savings 2,030,400 2,063,256 2,086,718
Time certificates under $100,000 1,983,221 1,688,429 1,755,013
Time certificates $100,000 and over 938,869 757,598 821,553
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Total deposits 7,076,980 6,559,023 6,810,882
Federal funds purchased and securities sold under agreements
to repurchase 462,013 458,917 804,161
Other short-term borrowings 526,565 326,794 122,153
Long-term debt 315,887 188,044 253,073
Other liabilities 104,176 90,956 86,661
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Total liabilities 8,485,621 7,623,734 8,076,930
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SHAREHOLDERS' EQUITY
Common stock - $1.00 par value; 75,000,000 shares authorized;
36,922,837, 35,555,744 and 36,745,368 shares issued 36,923 35,556 36,745
Capital surplus 290,191 320,950 327,879
Retained earnings 430,087 333,228 364,041
Unrealized gain (loss) on securities, net of tax 1,681 (5,368) (12,896)
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Total shareholders' equity 758,882 684,366 715,769
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Total liabilities and shareholders' equity $9,244,503 $8,308,100 $8,792,699
==========================================================================================================================
The accompanying notes are an integral part of the financial statements.
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CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
WEST ONE BANCORP AND SUBSIDIARIES
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For the quarter ended September 30, For the nine months ended September 30,
Dollars in thousands except per share data 1995 1994 1995 1994
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INTEREST INCOME
Loans $149,832 $122,203 $432,891 $341,245
Short-term investments 2,103 586 4,801 2,008
Interest and dividends on securities:
United States Treasury and Government
agencies 13,147 8,662 35,794 22,954
State and municipal bonds 7,995 7,770 23,126 22,484
Mortgage-backed securities 4,298 3,900 12,098 11,280
Other 2,445 2,158 7,024 7,251
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Total interest income 179,820 145,279 515,734 407,222
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INTEREST EXPENSE
Deposits 66,574 46,970 189,268 126,284
Federal funds purchased and securities sold
under agreements to repurchase 7,951 5,983 24,029 14,856
Other short-term borrowings 5,944 2,810 11,853 7,885
Long-term debt 4,847 2,230 14,575 5,805
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Total interest expense 85,316 57,993 239,725 154,830
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Net interest income 94,504 87,286 276,009 252,392
Provision for credit losses 2,828 3,046 9,298 10,822
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Net interest income after provision for credit
losses 91,676 84,240 266,711 241,570
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NONINTEREST INCOME
Trust fees and commissions 3,685 3,526 11,182 10,872
Service charges on deposit accounts 10,847 10,171 31,286 29,068
Other service charges, fees and commissions 16,046 12,897 44,873 35,438
Other 6,791 2,128 12,663 10,231
Gain (loss) on sale of securities 111 (327) (37) (812)
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Total noninterest income 37,480 28,395 99,967 84,797
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NONINTEREST EXPENSE
Employee compensation and benefits 41,686 36,385 118,430 105,424
Outside services 9,970 8,132 28,639 23,708
Equipment 5,524 5,075 16,626 16,179
Net occupancy 5,577 5,356 16,322 15,101
Insurance and miscellaneous taxes 1,379 4,932 11,556 14,395
Marketing 2,776 2,514 7,919 7,456
Postage and courier 2,738 2,442 8,200 7,187
Supplies 1,745 1,767 5,568 5,425
Telephone 1,902 2,020 5,862 5,616
Other 6,353 5,874 16,783 17,326
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Total noninterest expense 79,650 74,497 235,905 217,817
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Income before taxes 49,506 38,138 130,773 108,550
Provision for income taxes 16,634 11,077 40,885 32,651
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Net income $ 32,872 $ 27,061 $ 89,888 $ 75,899
====================================================================================================================================
Primary earnings per share $ .90 $ .76 $ 2.44 $ 2.14
Fully diluted earnings per share .88 .72 2.35 2.03
Dividends declared per share .22 .18 .66 .54
====================================================================================================================================
The accompanying notes are an integral part of the financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
WEST ONE BANCORP AND SUBSIDIARIES
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For the nine months ended September 30,
Dollars in thousands 1995 1994
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 89,888 $ 75,899
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for credit losses 9,298 10,822
Depreciation of premises and equipment 13,230 12,193
Amortization and accretion of premiums and discounts 7,639 8,483
Amortization of intangible and other assets 8,350 8,595
Originations of real estate loans held for sale (228,898) (220,808)
Proceeds from real estate and other loans sold 249,772 248,046
Net gain on sale of real estate and other loans (7,326) (2,740)
Net loss on sale of securities 37 813
Purchase of trading account securities (90,752) (68,271)
Sale of trading account securities 90,624 68,881
Change in assets and liabilities:
Interest receivable (6,706) (10,191)
Other assets (3,377) (5,759)
Other liabilities 18,439 999
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Net cash provided by operating activities 150,218 126,962
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CASH FLOWS FROM INVESTING ACTIVITIES:
Change in short-term investments, maturities less than 90 days (124,262) (36,702)
Purchase of securities available for sale (456,928) (481,190)
Maturity of securities available for sale 251,449 263,157
Sale of securities available for sale 197,689 253,218
Purchase of securities held to maturity (51,402) (62,538)
Maturity of securities held to maturity 25,233 25,564
Sale of securities held to maturity 3,894 -
Change in net loans and leases (421,926) (481,977)
Purchase of premises and equipment (8,549) (12,564)
Sale of premises and equipment 158 228
Additions to intangible assets (6,517) (8,984)
Sale of other real estate owned 5,046 6,016
Cash provided by acquisitions 4,342 175,874
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Net cash used by investing activities (581,773) (359,898)
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CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
WEST ONE BANCORP AND SUBSIDIARIES
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For the nine months ended September 30,
Dollars in thousands 1995 1994
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CASH FLOWS FROM FINANCING ACTIVITIES:
Change in deposits 261,348 349,340
Change in short-term borrowings, maturities less than 90 days (139,904) (106,069)
Proceeds from short-term borrowings 229,871 37,324
Payments on short-term borrowings (28,816) (44,912)
Additions to long-term debt 142,556 80,000
Payments on long-term debt (29,864) (8,309)
Proceeds from issuance of common stock 3,375 6,844
Repurchase of common stock (90,897) -
Cash dividends paid (23,804) (18,859)
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Net cash provided by financing activities 323,865 295,359
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Net (decrease) increase in cash and due from banks (107,690) 62,423
Cash and due from banks - January 1 632,577 450,384
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Cash and due from banks - September 30 $ 524,887 $ 512,807
=======================================================================================================================
SUPPLEMENTAL INFORMATION:
Interest paid $ 234,005 $ 150,981
Income taxes paid 36,340 39,436
NONCASH ACTIVITIES:
Redemption of convertible subordinated debentures with treasury stock 49,883 -
Loans held for sale transferred to the loan portfolio 24,715 22,772
Loan charge-offs 14,617 13,861
Transfer of loans to other real estate owned 2,133 8,256
Tax benefit of stock options exercised 582 829
Dividends declared not paid 8,123 6,400
Acquisitions:
Securities and short-term investments - 52,199
Net loans - 41,601
Premises and equipment 250 2,028
Intangible assets 161 11,249
Other assets, net - 54
Deposits 4,750 272,636
Equity - 10,369
The accompanying notes are an integral part of the financial statements.
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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 1994 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, results of
operations and cash flows have been made in the accompanying financial
statements.
MERGER WITH U.S. BANCORP
On May 5, 1995, U. S. Bancorp entered into an Agreement and Plan of Merger (the
Merger Agreement) with West One Bancorp, an Idaho corporation (West One),
pursuant to which West One will be merged with and into U. S. Bancorp (the
Merger). As a result of the Merger, each outstanding share of West One's
common stock, par value $1.00 per share (West One Common Stock), will be
converted into 1.47 shares of U. S. Bancorp Common Stock, par value $5.00 per
share (U. S. Bancorp Common Stock). The Merger Agreement was approved by the
shareholders of West One Bancorp and U.S. Bancorp on October 3, 1995. The Merger
is subject to approval by certain regulatory agencies and is expected to be
completed by year-end 1995 as a pooling of interests.
As a condition to entering into the Merger Agreement, on May 6, 1995, U. S.
Bancorp and West One entered into (i) a Stock Option Agreement between West One,
as issuer, and U. S. Bancorp, as grantee (the West One Stock Option Agreement),
pursuant to which West One granted to U. S. Bancorp the right upon the terms and
subject to the conditions set forth therein, to purchase up to 19.9% of the
outstanding shares of West One Common Stock at a price of $34.00 per share, and
(ii) a Stock Option Agreement between U. S. Bancorp, as issuer, and West One as
grantee (the U. S. Bancorp Stock Option Agreement), pursuant to which U. S.
Bancorp granted to West One the right to purchase up to 19.9% of the outstanding
shares of U. S. Bancorp Common Stock at a price of $28.00 per share.
RECLASSIFICATION
Certain reclassifications of 1994 amounts were made to conform with the 1995
presentation, none of which affects previously reported net income.
SALE OF HELD-TO-MATURITY SECURITIES
In the first nine months of 1995, held-to-maturity securities of four issuers
were sold because downgrades in credit quality caused the securities to fall
below West One's investment policy guidelines. The combined amortized cost of
the securities sold was $3.8 million and a net gain of $50 thousand was realized
on the sales.
ACQUISITIONS
West One acquired the financial institutions listed below in transactions
accounted for as poolings of interests. The acquisitions were not material to
West One's financial position, results of operations and cash flows and prior
year financial statements have not been restated.
- - November 10, 1994, National Security Bank with assets of $132 million in
exchange for 1,101,832 shares of West One Common Stock.
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- - September 2, 1994, Valley Commercial Bank, a two-branch $64 million bank
headquartered in Clarkston, Washington, in exchange for 404,523 shares of
West One Bancorp common stock.
- - January 21, 1994, Idaho State Bank with assets of $50 million in exchange
for 133,332 shares of West One Bancorp common stock.
On April 15, 1994, West One Bancorp acquired ten Far West Federal Savings Bank
branches in Oregon from the Resolution Trust Corporation. The transaction
included the receipt of $160 million in cash, $2 million of premises and
equipment, $11 million of intangible assets and the assumption of $173 million
of deposits and other liabilities. The transaction was accounted for as a
purchase.
OTHER EVENTS
During the third quarter of 1995, West One called and redeemed outstanding 7.75%
convertible subordinated debentures due 2006 with $77 million of treasury stock
purchased during the second quarter of 1995.
In May 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 122, "Accounting for Mortgage
Servicing Rights" which becomes effective in 1996. During the first quarter of
1995, West One implemented SFAS No. 114, "Accounting by Creditors for Impairment
of a Loan," SFAS No. 116, "Accounting for Contributions Received and
Contributions Made" and SFAS No. 118, "Accounting by Creditors for Impairment of
a Loan - Income Recognition and Disclosures." None of these statements have had
or is expected to have a material effect on West One's financial condition,
results of operations, cash flows or related disclosures.
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ITEM 2. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
PERFORMANCE SUMMARY
West One Bancorp reported net income of $32.9 million for the third quarter of
1995, the highest quarterly earnings in the Corporation's history and a 21%
increase from the $27.1 million earned in the third quarter of 1994. Fully
diluted net income per share was $.88 for the quarter compared to $.72 for the
same quarter last year. West One earned a return on average assets of 1.43% and
a return on average shareholders' equity of 18.04% in the third quarter of 1995
compared to 1.32% and 16.04%, respectively, in the same quarter last year.
The regional economy served by West One Bancorp expanded during the third
quarter of 1995, but at a slower pace than recently experienced. Employment
conditions remained exceptionally strong in Utah and improved significantly in
Oregon during the current quarter. Washington's employment picture was mixed as
job reductions continued in the aerospace industry and at the Hanford nuclear
site; however, a net additional 45,000 jobs were created over the past twelve
months. Employment growth continued in Idaho but at lower rates than experienced
in previous quarters. The agricultural sector in the Northwest is benefiting
from higher potato and wheat prices, but is experiencing cyclical lows in cattle
prices.
NET INTEREST INCOME AND MARGIN
Taxable equivalent net interest income was $99.7 million in the third quarter of
1995, up $7.1 million or 8% from the same period last year. Earning assets
averaged $8.4 billion during the quarter, a 13% increase over the same quarter
in 1994. Average loans increased 12% over the same period due to growth in all
four states and in commercial, agricultural, real estate and consumer loans. Net
interest margin was 4.74% in the third quarter of 1995 compared to 4.96% in the
same quarter of last year primarily due to a shift in funding mix from
transaction and savings accounts to higher cost certificates of deposit and
long-term debt. Average loans increased at an annualized rate of 12% from the
second quarter to the third quarter of 1995. Taxable equivalent net interest
income for the first nine months of 1995 totaled $291.4 million, an increase of
9% from the same period in 1994.
ASSET QUALITY
West One provided $2.8 million for credit losses and incurred an equal amount in
net charge-offs for the third quarter of 1995. Net charge-offs were .17% of
average loans during this period. During the third quarter of 1994, West One
provided $3.0 million for credit losses and net charge-offs totaled $2.5 million
or .18% of average loans. Nonperforming assets continued to improve, declining
to $19.8 million at September 30, 1995 from $26.4 million a year ago and $20.9
million at June 30, 1995. Nonperforming assets represented .21% of total assets
and .31% of loans and other real estate owned at September 30, 1995 compared to
.32% and .45%, respectively, a year ago. The allowance for credit losses was
$83.1 million at September 30, 1995, up 5% from $79.4 million a year ago. Credit
loss allowance coverage of nonperforming loans was 488% at September 30, 1995
compared to 407% a year ago. For the nine months ended September 30, 1995, West
One provided $9.3 million for credit losses compared to $10.8 million for the
first nine months of 1994. Net charge-offs to average loans declined to
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.17% for the current year-to-date period from .19% for the comparable period
last year.
NONINTEREST INCOME AND EXPENSE
Noninterest income was $37.5 million in the third quarter of 1995, 32% higher
than the third quarter of 1994. Results for the current quarter included a $1.6
million gain on the sale of student loans. Income from the sale of real estate
loans and servicing rights exceeded the prior year's quarter by $2.4 million
primarily as a result of declining interest rates. The remaining 18% increase in
noninterest income was due primarily to increased bankcard income, service
charges on deposit accounts and lease residual income. Noninterest income for
the nine months ended September 30, 1995 totaled $100.0 million and exceeded the
prior year by 18%.
Noninterest expense increased 7% to $79.7 million in the third quarter of 1995
and 8% to $235.9 million in the first nine months of 1995 compared to the
corresponding periods in 1994. Expenses in the current quarter included $1.7
million related directly to the pending merger with U.S. Bancorp announced in
May 1995. Incentive compensation and employee benefit liabilities also
contributed to increased expenses in the current quarter. A refund of $3.9
million due to a retroactive adjustment in FDIC insurance rates reduced
expenses. The efficiency ratio was 58.11% for the third quarter of 1995, a
decline from 61.40% in the prior year's quarter.
CAPITAL ADEQUACY
Shareholders' equity was $759 million at September 30, 1995, an 11% increase
from a year ago. Equity represented 8.21% of assets at September 30, 1995
compared to 8.24% a year ago. During the third quarter of 1995, West One called
and redeemed outstanding 7.75% convertible subordinated debentures due 2006 with
$77 million of treasury stock purchased during the second quarter of 1995.
Capital adequacy levels established by the Federal Reserve Board require minimum
leverage, Tier one 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 one and total capital ratios total
at least 5%, 6% and 10%, respectively. West One's leverage, Tier one and total
capital ratios were 7.91%, 9.93% and 11.09%, respectively, at September 30,
1995.
On May 8, 1995, West One Bancorp and U.S. Bancorp signed a definitive agreement
to merge under the U.S. Bancorp name. The combination will result in the largest
banking institution headquartered in the Northwest with approximately $30
billion in assets. Shareholders of West One Bancorp and U.S. Bancorp approved
the merger on October 3, 1995. Subject to final regulatory approvals, the merger
is expected to be completed by the end of 1995 as a pooling of interests.
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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, results
of operations or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 3, 1995, a special meeting of shareholders of West One
Bancorp was held for the purpose of voting on the approval and
adoption of the Agreement and Plan of Merger between U.S. Bancorp
and West One Bancorp. The results of the vote were as follows:
In favor 28,010,843
Against 1,426,085
Non-votes 6,592,495
Abstentions 147,645
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 11 - Statement regarding computation of per share
earnings.
Exhibit 27 - Financial Data Schedule.
(b) Reports on Form 8-K - No reports were filed on Form 8-K
for the quarter ended September 30, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WEST ONE BANCORP
Date: November 9, 1995
/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)
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