SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~MARCH 31,~~JUNE 30, 2021


☐			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: 000-32897

UNITED SECURITY BANCSHARES

(Exact name of registrant as specified in its charter)


CALIFORNIA						91-2112732
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2126 Inyo Street, Fresno, California						93721
(Address of principal executive offices)						(Zip Code)

Registrants telephone number, including area code (559) 248-4943

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

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 for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
Small reporting company ☒		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, no par value

(Title of Class)

Shares outstanding as of ~~March 31,~~June 30, 2021: 17,010,288

Table of Content

TABLE OF CONTENTS

Facing Page

Table of Contents


PART I. Financial Information

	Item 1. Financial Statements

		Consolidated Balance Sheets	3
		Consolidated Statements of Income	4
		Consolidated Statements of Comprehensive Income	5
		Consolidated Statements of Changes in Shareholders' Equity	6
		Consolidated Statements of Cash Flows	78
		Notes to Consolidated Financial Statements	810

	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		3640

		Overview	3640
		Results of Operations	3842
		Financial Condition	4249
		Asset/Liability Management – Liquidity and Cash Flow	5461
		Regulatory Matters	5562

	Item 3. Quantitative and Qualitative Disclosures about Market Risk		5764

	Item 4. Controls and Procedures		5764

PART II. Other Information
	Item 1.	Legal Proceedings	5865
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5865
	Item 3.	Defaults Upon Senior Securities	5865
	Item 4.	Mine Safety Disclosures	5865
	Item 5.	Other Information	5865
	Item 6.	Exhibits	5865

Signatures			5966

Table of Content

PART I. Financial Information

United Security Bancshares and Subsidiaries

Consolidated Balance Sheets – (unaudited)

~~March 31,~~June 30, 2021 and December 31, 2020


(in thousands except shares)	(in thousands except shares)	March 31, 2021		December 31, 2020		(in thousands except shares)	June 30, 2021		December 31, 2020
Assets	Assets					Assets
Cash and non-interest-bearing deposits in other banks	Cash and non-interest-bearing deposits in other banks	$	34,257	$	29,490	Cash and non-interest-bearing deposits in other banks	$	43,240	$	29,490
Due from Federal Reserve Bank ("FRB")	Due from Federal Reserve Bank ("FRB")	273,652		264,579		Due from Federal Reserve Bank ("FRB")	117,668		264,579
Cash and cash equivalents	Cash and cash equivalents	307,909		294,069		Cash and cash equivalents	160,908		294,069

Investment securities (at fair value)	Investment securities (at fair value)					Investment securities (at fair value)
Available-for-sale ("AFS") securities	Available-for-sale ("AFS") securities	143,549		82,341		Available-for-sale ("AFS") securities	166,976		82,341
Marketable equity securities	Marketable equity securities	3,791		3,851		Marketable equity securities	3,791		3,851
Total investment securities	Total investment securities	147,340		86,192		Total investment securities	170,767		86,192
Loans	Loans	675,694		655,411		Loans	841,103		655,411
Unearned fees and unamortized loan origination costs - net	Unearned fees and unamortized loan origination costs - net	(1,205)		(1,064)		Unearned fees and unamortized loan origination costs - net	946		(1,064)
Allowance for credit losses	Allowance for credit losses	(8,549)		(8,522)		Allowance for credit losses	(9,200)		(8,522)
Net loans	Net loans	665,940		645,825		Net loans	832,849		645,825
Premises and equipment - net	Premises and equipment - net	8,895		9,110		Premises and equipment - net	8,877		9,110
Accrued interest receivable	Accrued interest receivable	8,582		8,164		Accrued interest receivable	8,600		8,164
Other real estate owned	Other real estate owned	4,841		5,004		Other real estate owned	4,753		5,004
Goodwill	Goodwill	4,488		4,488		Goodwill	4,488		4,488
Deferred tax assets - net	Deferred tax assets - net	3,235		2,907		Deferred tax assets - net	3,063		2,907
Cash surrender value of life insurance	Cash surrender value of life insurance	21,766		20,715		Cash surrender value of life insurance	21,904		20,715

Operating lease right-of-use assets	Operating lease right-of-use assets	2,733		2,864		Operating lease right-of-use assets	2,600		2,864
Other assets	Other assets	11,207		13,316		Other assets	12,246		13,316
Total assets	Total assets	$	1,186,936	$	1,092,654	Total assets	$	1,231,055	$	1,092,654

Liabilities & Shareholders' Equity	Liabilities & Shareholders' Equity					Liabilities & Shareholders' Equity
Liabilities	Liabilities					Liabilities
Deposits	Deposits					Deposits
Non-interest-bearing	Non-interest-bearing	$	429,005	$	391,897	Non-interest-bearing	$	442,140	$	391,897
Interest-bearing	Interest-bearing	618,776		560,754		Interest-bearing	648,302		560,754
Total deposits	Total deposits	1,047,781		952,651		Total deposits	1,090,442		952,651

Operating lease liabilities	Operating lease liabilities	2,838		2,967		Operating lease liabilities	2,707		2,967
Other liabilities	Other liabilities	8,001		8,305		Other liabilities	8,288		8,305
Junior subordinated debentures (at fair value)	Junior subordinated debentures (at fair value)	10,983		10,924		Junior subordinated debentures (at fair value)	11,253		10,924
Total liabilities	Total liabilities	1,069,603		974,847		Total liabilities	1,112,690		974,847
Shareholders' Equity	Shareholders' Equity					Shareholders' Equity
Common stock, 0 par value; 20,000,000 shares authorized; issued and outstanding: 17,010,288 at March 31, 2021 and 17,009,883 at December 31, 2020		59,443		59,397
Common stock, 0 par value; 20,000,000 shares authorized; issued and outstanding: 17,010,288 at June 30, 2021 and 17,009,883 at December 31, 2020						Common stock, 0 par value; 20,000,000 shares authorized; issued and outstanding: 17,010,288 at June 30, 2021 and 17,009,883 at December 31, 2020	59,496		59,397
Retained earnings	Retained earnings	58,673		59,138		Retained earnings	59,507		59,138
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(783)		(728)		Accumulated other comprehensive loss	(638)		(728)
Total shareholders' equity	Total shareholders' equity	117,333		117,807		Total shareholders' equity	118,365		117,807
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	1,186,936	$	1,092,654	Total liabilities and shareholders' equity	$	1,231,055	$	1,092,654

Table of Content

United Security Bancshares and Subsidiaries

Consolidated Statements of Income

(Unaudited)


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
(In thousands except shares and EPS)	(In thousands except shares and EPS)	2021		2020			(In thousands except shares and EPS)	2021		2020		2021		2020
Interest Income:	Interest Income:						Interest Income:
Interest and fees on loans	Interest and fees on loans	$	8,071	$	8,499		Interest and fees on loans	$	8,708	$	7,849	$	16,779	$	16,348
Interest on investment securities	Interest on investment securities	387		428			Interest on investment securities	654		356		1,041		784
Interest on deposits in FRB	Interest on deposits in FRB	62		567			Interest on deposits in FRB	42		38		104		605

Total interest income	Total interest income	8,520		9,494			Total interest income	9,404		8,243		17,924		17,737

Interest Expense:	Interest Expense:						Interest Expense:
Interest on deposits	Interest on deposits	427		664			Interest on deposits	468		447		895		1,111
Interest on other borrowed funds	Interest on other borrowed funds	46		97			Interest on other borrowed funds	45		83		92		180
Total interest expense	Total interest expense	473		761			Total interest expense	513		530		987		1,291

Net Interest Income	Net Interest Income	8,047		8,733			Net Interest Income	8,891		7,713		16,937		16,446
Provision for Credit Losses	Provision for Credit Losses	375		1,707			Provision for Credit Losses	826		428		1,201		2,134
Net Interest Income after Provision for Credit Losses	Net Interest Income after Provision for Credit Losses	7,672		7,026			Net Interest Income after Provision for Credit Losses	8,065		7,285		15,736		14,312

Noninterest Income:	Noninterest Income:						Noninterest Income:
Customer service fees	Customer service fees	656		728			Customer service fees	692		618		1,348		1,346
Increase in cash surrender value of bank-owned life insurance	Increase in cash surrender value of bank-owned life insurance	132		131			Increase in cash surrender value of bank-owned life insurance	138		127		269		258
Unrealized (loss) gain on fair value of marketable equity securities		(60)		15
Unrealized gain (loss) on fair value of marketable equity securities							Unrealized gain (loss) on fair value of marketable equity securities	—		71		(60)		85
Gain on proceeds from bank-owned life insurance							Gain on proceeds from bank-owned life insurance	0		310		0		310

(Loss) gain on fair value of junior subordinated debentures		(1,033)		1,498
Gain (loss) on fair value of junior subordinated debentures							Gain (loss) on fair value of junior subordinated debentures	377		(30)		(656)		1,469

Gain on sale of assets	Gain on sale of assets	13		0			Gain on sale of assets	0		0		13		0
Other	Other	133		208			Other	115		118		248		328
Total noninterest (loss) income		(159)		2,580
Total noninterest income							Total noninterest income	1,322		1,214		1,162		3,796

Noninterest Expense:	Noninterest Expense:						Noninterest Expense:
Salaries and employee benefits	Salaries and employee benefits	3,024		2,995			Salaries and employee benefits	2,893		2,414		5,917		5,409
Occupancy expense	Occupancy expense	856		853			Occupancy expense	837		869		1,693		1,723
Data processing	Data processing	87		112			Data processing	148		135		235		247
Professional fees	Professional fees	827		855			Professional fees	865		691		1,690		1,546
Regulatory assessments	Regulatory assessments	166		85			Regulatory assessments	123		77		289		162
Director fees	Director fees	92		94			Director fees	92		94		184		188
Correspondent bank service charges	Correspondent bank service charges	19		15			Correspondent bank service charges	23		17		42		33

Net cost on operation and sale of OREO	Net cost on operation and sale of OREO	25		153			Net cost on operation and sale of OREO	18		780		43		933
Other	Other	469		582			Other	606		612		1,077		1,193
Total noninterest expense	Total noninterest expense	5,565		5,744			Total noninterest expense	5,605		5,689		11,170		11,434

Income Before Provision for Taxes	Income Before Provision for Taxes	1,948		3,862			Income Before Provision for Taxes	3,782		2,810		5,728		6,674
Provision for Taxes on Income	Provision for Taxes on Income	537		1,108			Provision for Taxes on Income	1,077		798		1,613		1,906
Net Income	Net Income	$	1,411	$	2,754		Net Income	$	2,705	$	2,012	$	4,115	$	4,768

Net Income per common share	Net Income per common share						Net Income per common share
Basic	Basic	$	0.08	$	0.16		Basic	$	0.16	$	0.12	$	0.24	$	0.28
Diluted	Diluted	$	0.08	$	0.16		Diluted	$	0.16	$	0.12	$	0.24	$	0.28
Shares on which net income per common shares were based	Shares on which net income per common shares were based						Shares on which net income per common shares were based
Basic	Basic	17,010,131		16,974,100			Basic	17,010,288		16,975,588		17,010,210		16,974,845
Diluted	Diluted	17,026,752		16,994,727			Diluted	17,032,878		16,988,778		17,027,477		16,992,223

Table of Content

United Security Bancshares and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended March 31,
(In thousands except shares and EPS) 2021 2020
Net Income $ 1,411 $ 2,754
Unrealized holdings loss on debt securities (1,074) (125)
Unrealized gains on unrecognized post-retirement costs 24 20
Unrealized gain on junior subordinated debentures 972 755
Other comprehensive (loss) gain, before tax (78) 650
Tax benefit related to debt securities 317 37
Tax expense related to unrecognized post-retirement costs (7) (6)
Tax expense related to junior subordinated debentures (287) (223)
Total other comprehensive (loss) gain (55) 458
Comprehensive Income $ 1,356 $ 3,212



	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Net Income	$	2,705	$	2,012	$	4,115	$	4,768

Unrealized holdings gain (loss) on debt securities	827		952		(247)		827
Unrealized gains on unrecognized post-retirement costs	26		20		50		40
Unrealized (loss) gain on junior subordinated debentures	(647)		(1,208)		325		(453)
Other comprehensive gain (loss), before tax	206		(236)		128		414
Tax (expense) benefit related to debt securities	(245)		(342)		72		(305)
Tax expense related to unrecognized post-retirement costs	(8)		(5)		(15)		(11)
Tax benefit (expense) related to junior subordinated debentures	192		356		(95)		133
Total other comprehensive gain (loss)	145		(227)		90		231
Comprehensive Income	$	2,850	$	1,785	$	4,205	$	4,999

Table of Content

United Security Bancshares and Subsidiaries

Consolidated Statements of Changes in Shareholders' Equity

(unaudited)


	Common Stock
(In thousands except shares)	Number of Shares	Amount		Retained Earnings		Accumulated Other Comprehensive (Loss) Gain		Total

Balance December 31, 2019 (1)	16,973,885	$	58,973	$	57,647	$	(632)	$	115,988
(1) Excludes 35,572 unvested restricted shares

Other comprehensive loss						458		458
Dividends payable ($0.11 per share)				(1,867)				(1,867)

Restricted stock units released	350							0
Tax benefit from restricted stock units released		(1)						(1)
Stock-based compensation expense		78						78
Net income				2,754				2,754
Balance March 31, 2020 (2)	16,974,235	$	59,050	$	58,534	$	(174)	$	117,410
(2) Excludes 47,572 unvested restricted shares

Other comprehensive loss						(227)		(227)
Dividends payable ($0.11 per share)				(1,866)				(1,866)


Restricted stock units released	3,004							0
Stock-based compensation expense		131						131
Net income				2,012				2,012
Balance June 30, 2020 (3)	16,977,239	$	59,181	$	58,680	$	(401)	$	117,460
(3) Excludes 44,568 unvested restricted shares

Other comprehensive loss						81		81
Dividends payable ($0.11 per share)				(1,867)				(1,867)



Stock-based compensation expense		108						108
Net income				2,271				2,271
Balance September 30, 2020 (4)	16,977,239	$	59,289	$	59,084	$	(320)	$	118,053
(4) Excludes 44,568 unvested restricted shares

Other comprehensive loss						(408)		(408)
Dividends payable ($0.11 per share)				(1,870)				(1,870)


Restricted stock units released	32,644							0
Stock-based compensation expense		108						108
Net income				1,924				1,924
Balance December 31, 2020 (5)	17,009,883	$	59,397	$	59,138	$	(728)	$	117,807
(5) Excludes 11,924 unvested restricted shares

Other comprehensive income						(55)		(55)
Dividends payable ($0.11 per share)				(1,876)				(1,876)


Restricted stock units released	405							0
Stock-based compensation expense		46						46
Net income				1,411				1,411
Balance March 31, 2021 (6)	17,010,288	$	59,443	$	58,673	$	(783)	$	117,333
(6) Excludes 41,424 unvested restricted shares

Table of Content


Other comprehensive income						145		145
Dividends payable ($0.11 per share)				(1,871)				(1,871)



Stock-based compensation expense		53						53
Net income				2,705				2,705
Balance June 30, 2021 (7)	17,010,288	$	59,496	$	59,507	$	(638)	$	118,365
(7) Excludes 41,424 unvested restricted shares

Table of Content

United Security Bancshares and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)

Three months ended March 31,
(In thousands) 2021 2020
Cash Flows From Operating Activities:
Net Income $ 1,411 $ 2,754
Adjustments to reconcile net income to cash provided by operating activities:
Provision for credit losses 375 1,707
Depreciation and amortization 358 343
Amortization of operating lease right-of-use assets (129) (146)
Amortization of premium/discount on investment securities, net 233 219
Increase in accrued interest receivable (418) (77)
Increase (decrease) in accrued interest payable 1 (9)
Decrease in accounts payable and accrued liabilities (290) (740)
Decrease (increase) in unearned fees and unamortized loan origination costs, net 141 (741)
Decrease in income taxes receivable 842 665
Unrealized loss (gain) on marketable equity securities 60 (15)
Stock-based compensation expense 46 77
(Provision) benefit for deferred income taxes (18) 666
Loss on sale of other real estate owned 0 113
Increase in cash surrender value of bank-owned life insurance (132) (131)
Loss (gain) on fair value option of junior subordinated debentures 1,033 (1,498)
Net decrease in other assets 1,113 1,625
Net cash provided by operating activities 4,626 4,812
Cash Flows From Investing Activities:
Purchases of available-for-sale securities (68,156) (23,020)
Principal payments of available-for-sale securities 5,641 5,293
Net increase in loans (20,631) (26,886)
Cash proceeds from sales of other real estate owned 163 895
Investment in limited partnership 0 (201)
Purchase of bank-owned life insurance (920) 0
Capital expenditures of premises and equipment (143) (242)
Net cash used in investing activities (84,046) (44,161)
Cash Flows From Financing Activities:
Net increase in demand deposits and savings accounts 93,779 25,727
Net increase (decrease) in time deposits 1,351 (3,653)
Dividends on common stock (1,870) (1,867)
Net cash provided by financing activities 93,260 20,207
Net increase (decrease) in cash and cash equivalents 13,840 (19,142)
Cash and cash equivalents at beginning of period 294,069 218,995
Cash and cash equivalents at end of period $ 307,909 $ 199,853

Table of Content


	Six months ended June 30,
(In thousands)	2021		2020
Cash Flows From Operating Activities:
Net Income	$	4,115	$	4,768
Adjustments to reconcile net income to cash provided by operating activities:
Provision for credit losses	1,201		2,134
Depreciation and amortization	702		698
Amortization of operating lease right-of-use assets	(260)		(295)
Amortization of premium/discount on investment securities, net	481		523
Increase in accrued interest receivable	(436)		(937)
Decrease in accrued interest payable	(3)		(23)
Increase (decrease) in accounts payable and accrued liabilities	34		(397)
(Increase) decrease in unearned fees and unamortized loan origination costs, net	(2,010)		184
(Increase) decrease in income taxes receivable	(253)		1,472
Unrealized loss (gain) on marketable equity securities	60		(85)
Stock-based compensation expense	98		209
(Provision) benefit for deferred income taxes	(98)		300
Loss on sale of other real estate owned	0		113
Write down on other real estate owned	0		727


Gain on bank owned life insurance	0		(310)
Increase in cash surrender value of bank-owned life insurance	(269)		(258)
Loss (gain) on fair value option of junior subordinated debentures	656		(1,469)






Net decrease in other assets	1,839		762
Net cash provided by operating activities	5,857		8,116

Cash Flows From Investing Activities:


Purchase of correspondent bank stock	(8)		(39)
Purchases of available-for-sale securities	(97,325)		(27,971)

Principal payments of available-for-sale securities	11,964		11,709


Net increase in loans	(186,215)		(53,461)
Cash proceeds from sales of other real estate owned	251		895

Investment in limited partnership	(340)		(201)

Proceeds from Bank Owned Life Insurance	0		1,243
Purchase of bank-owned life insurance	(920)		0
Capital expenditures of premises and equipment	(469)		(759)
Net cash used in investing activities	(273,062)		(68,584)

Cash Flows From Financing Activities:
Net increase in demand deposits and savings accounts	136,210		76,476
Net increase (decrease) in time deposits	1,581		(1,727)


Dividends on common stock	(3,747)		(3,735)
Net cash provided by financing activities	134,044		71,014

Net (decrease) increase in cash and cash equivalents	(133,161)		10,546
Cash and cash equivalents at beginning of period	294,069		218,995
Cash and cash equivalents at end of period	$	160,908	$	229,541

Table of Content

United Security Bancshares and Subsidiaries - Notes to Consolidated Financial Statements - (Unaudited)

1.Organization and Summary of Significant Accounting and Reporting Policies

The consolidated financial statements include the accounts of United Security Bancshares (Company or USB) and its wholly owned subsidiary United Security Bank (Bank). Intercompany accounts and transactions have been eliminated in consolidation.

These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information on a basis consistent with the accounting policies reflected in the audited consolidated financial statements of the Company included in its 2020 Annual Report on Form 10-K. These interim consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of a normal, recurring nature) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for any other interim period or for the year as a whole.

Impact of New Financial Accounting Standards:

In June 2016, FASB issued ASU 2016-13, Financial Instruments- Credit Losses (Topic 326). The FASB is issuing this Update to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The Update requires enhanced disclosures and judgments in estimating credit losses and also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. This original amendment was effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In October 2019 FASB unanimously approved a vote to delay the effective date of this Standard to be effective for fiscal years beginning after December 15, 2022. The Company has formed a project team that is responsible for oversight of the Company’s implementation strategy for compliance with provisions of the new standard. An external provider specializing in community bank loss driver and CECL reserving model design as well as other related consulting services has been retained, and the Company continues to evaluate potential CECL modeling alternatives. As part of this process, the Company has determined potential loan pool segmentation and sub-segmentation under CECL, as well as evaluated the key economic loss drivers for each segment. The Company has begun to generate and evaluate model scenarios under CECL in tandem with its current reserving processes for interim and annual reporting beginning in March 2020. While the Company is currently unable to reasonably estimate the impact of adopting this new guidance, management expects the impact of adoption will be significantly influenced by the composition and quality of the Company’s loan portfolio as well as the economic conditions as of the date of adoption. The Company also anticipates significant changes to the processes and procedures for calculating the reserve for credit losses and continues to evaluate the potential impact on the Company's consolidated financial statements. Additionally, in regard to the recently approved delay in implementation, the Company continues to evaluate its expected implementation date.

In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). This ASU provides optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. The ASU is effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments in this Update to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that included March 12, 2020. The amendments in this Update do not apply to contract modifications made after December 31, 2022. The one-time election to sell, transfer, or both sell and transfer debt securities classified as held to maturity may be made at any time after March 12, 2020 but no later than December 31, 2022. The Company is in the process of evaluating the provisions of this ASU and its effects on our consolidated financial statements.

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2.Investment Securities

Following is a comparison of the amortized cost and fair value of securities available-for-sale, as of ~~March 31,~~June 30, 2021 and December 31, 2020:


(in 000's)	(in 000's)	Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value (Carrying Amount)		(in 000's)	Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value (Carrying Amount)
March 31, 2021
June 30, 2021							June 30, 2021
Securities available-for-sale:	Securities available-for-sale:			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses				Fair Value (Carrying Amount)		Securities available-for-sale:		Amortized Cost				Gross Unrealized Gains			Gross Unrealized Losses		Fair Value (Carrying Amount)
U.S. Government agencies	U.S. Government agencies						U.S. Government agencies
U.S. Government sponsored entities & agencies collateralized by mortgage obligations	U.S. Government sponsored entities & agencies collateralized by mortgage obligations						U.S. Government sponsored entities & agencies collateralized by mortgage obligations
Asset-backed securities	Asset-backed securities	5,630						50						0				5,680		Asset-backed securities	5,259				60				0			5,319
Municipal bonds	Municipal bonds	32,960					19				(975)				32,004		Municipal bonds	48,505				189				(655)				48,039
Corporate bonds	Corporate bonds	5,000			246			0			5,246		Corporate bonds	5,000				422				0				5,422
Total securities available for sale		$	143,729		$	1,172		$	(1,352)		$	143,549
Total securities available-for-sale													Total securities available-for-sale	$	166,329			$	1,513			$	(866)			$	166,976


(in 000's)	(in 000's)	Amortized Cost		Gross Unrealized Gains				Gross Unrealized Losses				Fair Value (Carrying Amount)		(in 000's)	Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value (Carrying Amount)
December 31, 2020	December 31, 2020									December 31, 2020
Securities available-for-sale:	Securities available-for-sale:									Securities available-for-sale:
U.S. Government agencies	U.S. Government agencies	$	33,800			$	142			$	(232)						$	33,710	U.S. Government agencies		$	33,800			$	142			$	(232)	$	33,710
U.S. Government sponsored entities & agencies collateralized by mortgage obligations	U.S. Government sponsored entities & agencies collateralized by mortgage obligations	37,732				722				(9)							38,445		U.S. Government sponsored entities & agencies collateralized by mortgage obligations		37,732				722				(9)		38,445
Asset-backed securities	Asset-backed securities	3,871		38				0				3,909		Asset-backed securities		3,871				38				0				3,909
Municipal bonds	Municipal bonds	1,045		13				0				1,058		Municipal bonds		1,045				13				0				1,058
Corporate bonds	Corporate bonds	5,000		219				0				5,219		Corporate bonds	5,000				219				0				5,219
Total securities available for sale		$	81,448	$	1,134			$	(241)			$	82,341
Total securities available-for-sale														Total securities available-for-sale	$	81,448			$	1,134			$	(241)			$	82,341

The amortized cost and fair value of securities available for sale at ~~March 31,~~June 30, 2021, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because issuers have the right to call or prepay obligations with or without call or prepayment penalties. Contractual maturities on collateralized mortgage obligations cannot be anticipated due to allowed pay downs.


		March 31, 2021					June 30, 2021
		Amortized Cost		Fair Value (Carrying Amount)			Amortized Cost		Fair Value (Carrying Amount)
(in 000's)	(in 000's)					(in 000's)
Due in one year or less	Due in one year or less	$	1,759	$	1,767	Due in one year or less	$	1,479	$	1,483
Due after one year through five years	Due after one year through five years	478		477		Due after one year through five years	465		464
Due after five years through ten years	Due after five years through ten years	32,547		32,223		Due after five years through ten years	67,811		67,824
Due after ten years	Due after ten years	48,200		47,835		Due after ten years	27,086		27,327
Collateralized mortgage obligations	Collateralized mortgage obligations	60,745		61,247		Collateralized mortgage obligations	69,488		69,878
		$	143,729	$	143,549		$	166,329	$	166,976

There were 0 realized gains or losses on sales of available-for-sale securities for the three and six month periods ended ~~March 31,~~June 30, 2021 and ~~March 31,~~June 30, 2020. There were 0 other-than-temporary impairment losses for the three and six month periods ended ~~March 31,~~June 30, 2021 and ~~March 31,~~June 30, 2020.

At ~~March 31,~~June 30, 2021, available-for-sale securities with an amortized cost of approximately ~~$99,622,000~~$105,071,000 (fair value of ~~$99,776,000)~~$105,782,000) were pledged as collateral for FHLB borrowings, securitized deposits, and public funds balances.

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The following summarizes temporarily impaired investment securities:


(in 000's)	(in 000's)	Less than 12 Months						12 Months or More									Total						(in 000's)	Less than 12 Months								12 Months or More							Total
March 31, 2021		Fair Value (Carrying Amount)			Unrealized Losses			Fair Value (Carrying Amount)				Unrealized Losses					Fair Value (Carrying Amount)				Unrealized Losses
June 30, 2021										June 30, 2021	Fair Value (Carrying Amount)								Unrealized Losses						Fair Value (Carrying Amount)					Unrealized Losses			Fair Value (Carrying Amount)			Unrealized Losses
Securities available for sale:	Securities available for sale:			Fair Value (Carrying Amount)						Unrealized Losses						Fair Value (Carrying Amount)					Unrealized Losses						Fair Value (Carrying Amount)							Unrealized Losses				Securities available for sale:
U.S. Government agencies	U.S. Government agencies											U.S. Government agencies		$	0					$			0			$				12,307		$	(81)			$	12,307			$	(81)
U.S. Government sponsored entities & agencies collateralized by mortgage obligations	U.S. Government sponsored entities & agencies collateralized by mortgage obligations	21,086					(167)			118					(1)					21,204				(168)		U.S. Government sponsored entities & agencies collateralized by mortgage obligations		26,168			(130)				26				0			26,194		(130)
Corporate bonds	Corporate bonds	0			0			0				0					0				0		Corporate bonds	0					0			0			0				0			0
Municipal bonds	Municipal bonds	29,286			(975)			0				0					29,286				(975)		Municipal bonds	29,225					(655)			0			0				29,225			(655)
Asset-backed securities	Asset-backed securities	0			0			0				0					0				0		Asset-backed securities	0					0			0			0				0			0
Total impaired securities	Total impaired securities	$	50,372		$	(1,142)		$	25,076			$	(210)				$	75,448			$	(1,352)	Total impaired securities	$	55,393				$	(785)		$	12,333		$	(81)			$	67,726		$	(866)

December 31, 2020	December 31, 2020																						December 31, 2020
Securities available for sale:	Securities available for sale:																						Securities available for sale:
U.S. Government agencies	U.S. Government agencies	$	9,013		$	(73)		$	16,963			$	(159)				$	25,976			$	(232)	U.S. Government agencies	$	9,013				$	(73)		$	16,963		$	(159)			$	25,976		$	(232)
U.S. Government sponsored entities & agencies collateralized by mortgage obligations	U.S. Government sponsored entities & agencies collateralized by mortgage obligations	30			(1)			1,684				(8)					1,714				(9)		U.S. Government sponsored entities & agencies collateralized by mortgage obligations	30					(1)			1,684			(8)				1,714			(9)
Corporate bonds	Corporate bonds	0			0			0				0					0				0		Corporate bonds	0					0			0			0				0			0
Municipal bonds	Municipal bonds	0			0			0				0					0				0		Municipal bonds	0					0			0			0				0			0
Asset-backed securities	Asset-backed securities	0			0			0				0					0				0		Asset-backed securities	0					0			0			0				0			0
Total impaired securities	Total impaired securities	$	9,043		$	(74)		$	18,647			$	(167)				$	27,690			$	(241)	Total impaired securities	$	9,043				$	(74)		$	18,647		$	(167)			$	27,690		$	(241)

Temporarily impaired securities at ~~March 31,~~June 30, 2021, were comprised of NaN municipal bonds, 126 U.S. government agency securities, and 79 U.S. government sponsored entities and agencies collateralized by mortgage obligations securities.

The Company evaluates investment securities for other-than-temporary impairment (OTTI) at least quarterly, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio into 2 general segments and applying the appropriate OTTI model. Investment securities classified as available-for-sale or held-to-maturity are generally evaluated for OTTI under ASC Topic 320, Investments – Debt and Equity Instruments.

The Company considers many factors in determining OTTI, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Company has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to the Company at the time of the evaluation.

Additionally, OTTI occurs when the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss. If the Company intends to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary-impairment shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the other-than-temporary-impairment shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total other-than-temporary-impairment related to the credit loss is

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recognized in earnings, and is determined based on the difference between the present value of cash flows expected to be collected and the current amortized cost of the security. The amount of the total other-than-temporary-impairment related to other factors shall be recognized in other comprehensive (loss) income, net of applicable taxes. The previous amortized cost basis less the other-than-temporary-impairment recognized in earnings shall become the new amortized cost basis of the investment.

Management periodically evaluates each available-for-sale investment security in an unrealized loss position to determine if the impairment is temporary or other-than-temporary.

At ~~March 31,~~June 30, 2021, the decline in fair value of the NaN municipal bonds, 126 U.S. government agency securities, and the 79 U.S. government sponsored entities and agencies collateralized by mortgage obligations securities is attributable to changes in interest rates, and not credit quality. Because the Company does not intend to sell these impaired securities, and it is more likely than not that it will not be required to sell these securities before its anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at ~~March 31,~~June 30, 2021.

During the ~~quarters~~six months ended ~~March 31,~~June 30, 2021 and 2020, the Company recognized $60,000 in unrealized holding losses and ~~$15,000~~$85,000 of unrealized holding gains related to equity securities in the consolidated statements of income, respectively. For the quarters ended June 30, 2021 and 2020, the Company recognized unrealized holding gains of 0 and $71,000, respectively.

The Company had 0 held-to-maturity or trading securities at ~~March 31,~~June 30, 2021 or December 31, 2020.

3.Loans

Loans are comprised of the following:


(in 000's)	(in 000's)	March 31, 2021		December 31, 2020		(in 000's)	June 30, 2021		December 31, 2020
Commercial and industrial:	Commercial and industrial:					Commercial and industrial:
Commercial and business loans	Commercial and business loans	$	33,563	$	37,349	Commercial and business loans	$	43,676	$	37,349
Government program loans	Government program loans	13,743		10,165		Government program loans	12,408		10,165
Total commercial and industrial	Total commercial and industrial	47,306		47,514		Total commercial and industrial	56,084		47,514
Real estate mortgage:	Real estate mortgage:					Real estate mortgage:
Commercial real estate	Commercial real estate	294,561		282,951		Commercial real estate	333,288		282,951
Residential mortgages	Residential mortgages	33,601		37,236		Residential mortgages	176,501		37,236
Home improvement and home equity loans	Home improvement and home equity loans	101		107		Home improvement and home equity loans	96		107
Total real estate mortgage	Total real estate mortgage	328,263		320,294		Total real estate mortgage	509,885		320,294
Real estate construction and development	Real estate construction and development	190,091		175,016		Real estate construction and development	165,426		175,016
Agricultural	Agricultural	51,704		51,079		Agricultural	53,518		51,079
Installment and student loans	Installment and student loans	58,330		61,508		Installment and student loans	56,190		61,508
Total loans	Total loans	$	675,694	$	655,411	Total loans	$	841,103	$	655,411

~~The~~Outside of mortgage loan pools, which are occasionally purchased, the Company's loans are predominantly in the San Joaquin Valley and the greater Oakhurst/East Madera County area, as well as the Campbell area of Santa Clara County. Although the Company does participate in loans with other financial institutions, they are primarily in the state of California.

Commercial and industrial loans represent ~~7.0%~~6.7% of total loans at ~~March 31,~~June 30, 2021 and are generally made to support the ongoing operations of small-to-medium sized commercial businesses. Commercial and industrial loans have a high degree of industry diversification and provide working capital, financing for the purchase of manufacturing plants and equipment, or funding for growth and general expansion of businesses. A substantial portion of commercial and industrial loans are secured by accounts receivable, inventory, leases, or other collateral including real estate. The remainder are unsecured; however, extensions of credit are predicated upon the financial capacity of the borrower. Repayment of commercial loans is generally from the cash flow of the borrower. Included within the balance of Commercial and industrial loans is ~~$12,335,000~~$12,172,000 in Paycheck Protection Program ("PPP") loans administrated by the SBA. PPP loans have a two or five year term and earn interest at 1%. In addition to interest, the Company receives a processing fee ranging from 3%-5% of the loan balance for each PPP loan. The fees are recognized as income over the contractual life of the loan. At June 30, 2021, there were $553,000 outstanding in net unearned

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PPP fees. The Company believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program.

~~Table of Content~~

Real estate mortgage loans, representing ~~48.6%~~60.6% of total loans at ~~March 31,~~June 30, 2021, are secured by trust deeds on primarily commercial property, but are also secured by trust deeds on single family residences. Repayment of real estate mortgage loans generally comes from the cash flow of the borrower and or guarantor(s).

•Commercial real estate mortgage loans comprise the largest segment of this loan category and are available on all types of income producing and non-income producing commercial properties, including: office buildings, shopping centers; apartments and motels; owner occupied buildings; manufacturing facilities and more. Commercial real estate mortgage loans can also be used to refinance existing debt. Commercial real estate loans are made under the premise that the loan will be repaid from the borrower's business operations, rental income associated with the real property, or personal assets.

•Residential mortgage loans are provided to individuals to finance or refinance single-family residences. Residential mortgages are not a primary business line offered by the Company, and a majority are conventional mortgages that were purchased as a pool.

•Home Improvement and Home Equity loans comprise a relatively small portion of total real estate mortgage loans. Home equity loans are generally secured by junior trust deeds, but may be secured by 1st trust deeds.

Real estate construction and development loans, representing ~~28.1%~~19.7% of total loans at ~~March 31,~~June 30, 2021, consist of loans for residential and commercial construction projects, as well as land acquisition and development, or land held for future development. Loans in this category are secured by real estate including improved and unimproved land, as well as single-family residential, multi-family residential, and commercial properties in various stages of completion. All real estate loans have established equity requirements. Repayment on construction loans generally comes from long-term mortgages with other lending institutions obtained at completion of the project or from the sale of the constructed homes to individuals.

Agricultural loans represent ~~7.7%~~6.4% of total loans at ~~March 31,~~June 30, 2021 and are generally secured by land, equipment, inventory and receivables. Repayment is from the cash flow of the borrower.

Installment loans, including student loans, represent ~~8.6%~~6.7% of total loans at ~~March 31,~~June 30, 2021 and generally consist of student loans, loans to individuals for household, family and other personal expenditures, automobiles or other consumer items. See "Note 4 - Student Loans" for specific information on the student loan portfolio.

In the normal course of business, the Company is party to financial instruments with off-balance sheet risk to meet the financing needs of its customers. At ~~March 31,~~June 30, 2021 and December 31, 2020, these financial instruments include commitments to extend credit of ~~$222,343,000~~$192,518,000 and $216,799,000, respectively, and standby letters of credit of ~~$3,543,000~~$465,000 and $3,668,000, respectively. These instruments involve elements of credit risk in excess of the amount recognized on the consolidated balance sheet. The contract amounts of these instruments reflect the extent of the involvement the Company has in off-balance sheet financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the counterparty to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amounts of those instruments. The Company uses the same credit policies as it does for on-balance sheet instruments.

Commitments to extend credit are agreements to lend to a customer, as long as there is no violation of any condition established in the contract. A majority of these commitments are at floating interest rates based on the Prime rate. Commitments generally have fixed expiration dates. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management's credit evaluation. Collateral held varies but includes accounts receivable, inventory, leases, property, plant and equipment, residential real estate and income-producing properties.

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Past Due Loans

The Company monitors delinquency and potential problem loans on an ongoing basis through weekly reports to the Loan Committee and monthly reports to the Board of Directors.

The following is a summary of delinquent loans at ~~March 31,~~June 30, 2021 (in 000's):


March 31, 2021		Loans 30-60 Days Past Due		Loans 61-89 Days Past Due		Loans 90 or More Days Past Due		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 or More Days Past Due
June 30, 2021																June 30, 2021	Loans 30-60 Days Past Due		Loans 61-89 Days Past Due		Loans 90 or More Days Past Due		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 or More Days Past Due
Commercial and business loans	Commercial and business loans	$	0	$	0	$	0	$	0	$	33,563	$	33,563	$	0	Commercial and business loans	$	0	$	0	$	0	$	0	$	43,676	$	43,676	$	0
Government program loans	Government program loans	0		0		0		0		13,743		13,743		0		Government program loans	0		0		0		0		12,408		12,408		0
Total commercial and industrial	Total commercial and industrial	0		0		0		0		47,306		47,306		0		Total commercial and industrial	0		0		0		0		56,084		56,084		0

Commercial real estate loans	Commercial real estate loans	0		0		0		0		294,561		294,561		0		Commercial real estate loans	0		0		0		0		333,288		333,288		0
Residential mortgages	Residential mortgages	0		0		0		0		33,601		33,601		0		Residential mortgages	0		546		0		546		175,955		176,501		0
Home improvement and home equity loans	Home improvement and home equity loans	14		0		0		14		87		101		0		Home improvement and home equity loans	14		0		0		14		82		96		0
Total real estate mortgage	Total real estate mortgage	14		0		0		14		328,249		328,263		0		Total real estate mortgage	14		546		0		560		509,325		509,885		0

Real estate construction and development loans	Real estate construction and development loans	0		2,172		8,605		10,777		179,314		190,091		0		Real estate construction and development loans	0		0		8,605		8,605		156,821		165,426		0
Agricultural loans	Agricultural loans	0		0		288		288		51,416		51,704		0		Agricultural loans	0		0		262		262		53,256		53,518		0

Installment and student loans	Installment and student loans	708		322		234		1,264		57,066		58,330		234		Installment and student loans	1,029		86		156		1,271		54,919		56,190		156

Total loans	Total loans	$	722	$	2,494	$	9,127	$	12,343	$	663,351	$	675,694	$	234	Total loans	$	1,043	$	632	$	9,023	$	10,698	$	830,405	$	841,103	$	156

The following is a summary of delinquent loans at December 31, 2020 (in 000's):


December 31, 2020	Loans 30-60 Days Past Due		Loans 61-89 Days Past Due		Loans 90 or More Days Past Due		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 or More Days Past Due
Commercial and business loans	$	184	$	0	$	0	$	184	$	37,165	$	37,349	$	0
Government program loans	0		0		0		0		10,165		10,165		0
Total commercial and industrial	184		0		0		184		47,330		47,514		0

Commercial real estate loans	0		0		0		0		282,951		282,951		0
Residential mortgages	0		0		0		0		37,236		37,236		0
Home improvement and home equity loans	0		0		0		0		107		107		0
Total real estate mortgage	0		0		0		0		320,294		320,294		0

Real estate construction and development loans	0		0		8,605		8,605		166,411		175,016		0
Agricultural loans	0		0		439		439		50,640		51,079		0




Installment and student loans	510		875		513		1,898		59,610		61,508		513

Total loans	$	694	$	875	$	9,557	$	11,126	$	644,285	$	655,411	$	513

Nonaccrual Loans

Commercial, construction and commercial real estate loans are placed on nonaccrual status under the following circumstances:

- When there is doubt regarding the full repayment of interest and principal.

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- When principal and/or interest on the loan has been in default for a period of 90-days or more, unless the asset is both well secured and in the process of collection that will result in repayment in the near future.

- When the loan is identified as having loss elements and/or is risk rated "8" Doubtful.

Other circumstances which jeopardize the ultimate collectability of the loan including certain troubled debt restructurings, identified loan impairment, and certain loans to facilitate the sale of OREO.

All loans, outside of student loans, where principal or interest is due and unpaid for 90 days or more are placed on nonaccrual and the accrual of interest for financial statement purposes is discontinued. Previously accrued but unpaid interest is reversed and charged against interest income. See Note 4 - Student Loans for specific information on the student loan portfolio.

When a loan is placed on nonaccrual status and subsequent payments of interest (and principal) are received, the interest received may be accounted for in two separate ways.

Cost recovery method: If the loan is in doubt as to full collection, the interest received in subsequent payments is diverted from interest income to a valuation reserve and treated as a reduction of principal for financial reporting purposes.

Cash basis: This method is only used if the recorded investment or total contractual amount is expected to be fully collectible, under which circumstances the subsequent payments of interest are credited to interest income as received.

Loans on non-accrual status are usually not returned to accrual status unless all delinquent principal and/or interest has been brought current, there is no identified element of loss, and current and continued satisfactory performance is expected (loss of the contractual amount not the carrying amount of the loan). Return to accrual is generally demonstrated through the timely receipt of at least 6 monthly payments on a loan with monthly amortization.

There were 0 remaining undisbursed commitments to extend credit on nonaccrual loans at ~~March 31,~~June 30, 2021 or December 31, 2020.

The following is a summary of nonaccrual loan balances at ~~March 31,~~June 30, 2021 and December 31, 2020 (in 000's).


		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020
Commercial and business loans	Commercial and business loans	$	0	$	0	Commercial and business loans	$	0	$	0
Government program loans	Government program loans	0		0		Government program loans	0		0
Total commercial and industrial	Total commercial and industrial	0		0		Total commercial and industrial	0		0

Commercial real estate loans	Commercial real estate loans	0		0		Commercial real estate loans	0		0
Residential mortgages	Residential mortgages	0		0		Residential mortgages	0		0
Home improvement and home equity loans	Home improvement and home equity loans	0		0		Home improvement and home equity loans	0		0
Total real estate mortgage	Total real estate mortgage	0		0		Total real estate mortgage	0		0

Real estate construction and development loans	Real estate construction and development loans	11,006		11,057		Real estate construction and development loans	10,940		11,057
Agricultural loans	Agricultural loans	382		439		Agricultural loans	325		439
Installment and student loans	Installment and student loans	0		0		Installment and student loans	0		0

Total nonaccrual loans	Total nonaccrual loans	$	11,388	$	11,496	Total nonaccrual loans	$	11,265	$	11,496

Impaired Loans

A loan is considered impaired when based on current information and events, it is probable that the Company will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the loan agreement.

The Company applies its normal loan review procedures in making judgments regarding probable losses and loan impairment. The Company evaluates for impairment those loans on nonaccrual status, graded doubtful, graded substandard or those that are troubled debt restructures. The primary basis for inclusion in impaired status under generally accepted accounting

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pronouncements is that it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement.

A loan is not considered impaired if there is merely an insignificant delay or shortfall in the amounts of payments and the Company expects to collect all amounts due, including interest accrued, at the contractual interest rate for the period of the delay.

Review for impairment does not include large groups of smaller balance homogeneous loans that are collectively evaluated to estimate the allowance for loan losses. The Company’s present allowance for loan losses methodology, including migration analysis, captures required reserves for these loans in the formula allowance.

For loans determined to be impaired, the Company evaluates impairment based upon either the fair value of underlying collateral, discounted cash flows of expected payments, or observable market price.

- For loans secured by collateral including real estate and equipment, the fair value of the collateral less selling costs will determine the carrying value of the loan. The difference between the recorded investment in the loan and the fair value, less selling costs, determines the amount of impairment. The Company uses the measurement method based on fair value of collateral when the loan is collateral dependent and foreclosure is probable. For loans that are not considered collateral dependent, a discounted cash flow methodology is used.

- The discounted cash flow method of measuring the impairment of a loan is used for impaired loans that are not considered to be collateral dependent. Under this method, the Company assesses both the amount and timing of cash flows expected from impaired loans. The estimated cash flows are discounted using the loan's effective interest rate. The difference between the amount of the loan on the Bank's books and the discounted cash flow amounts determines the amount of impairment to be provided. This method is used for most of the Company’s troubled debt restructurings or other impaired loans where some payment stream is being collected.

- The observable market price method of measuring the impairment of a loan is only used by the Company when the sale of loans or a loan is in process.

The method for recognizing interest income on impaired loans is dependent on whether the loan is on nonaccrual status or is a troubled debt restructure. For income recognition, the existing nonaccrual and troubled debt restructuring policies are applied to impaired loans. Generally, except for certain troubled debt restructurings which are performing under the restructure agreement, the Company does not recognize interest income received on impaired loans, but reduces the carrying amount of the loan for financial reporting purposes.

Loans other than certain homogeneous loan portfolios are reviewed on a quarterly basis for impairment. Impaired loans are written down to estimated realizable values by the establishment of specific reserves for loans utilizing the discounted cash flow method, or charge-offs for collateral-based impaired loans, or those using observable market pricing.

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The following is a summary of impaired loans at ~~March 31,~~June 30, 2021 (in 000's).


March 31, 2021		Unpaid Contractual Principal Balance		Recorded Investment With No Allowance (1)		Recorded Investment With Allowance (1)		Total Recorded Investment		Related Allowance		Average Recorded Investment (2)		Interest Recognized (2)
June 30, 2021																June 30, 2021	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance (1)		Recorded Investment With Allowance (1)		Total Recorded Investment		Related Allowance		Average Recorded Investment (2)		Interest Recognized (2)
Commercial and business loans	Commercial and business loans	$	226	$	227	$	0	$	227	$	0	$	389	$	4	Commercial and business loans	$	0	$	0	$	0	$	0	$	0	$	260	$	0
Government program loans	Government program loans	160		160		0		160		0		198		3		Government program loans	154		155		0		155		0		184		5
Total commercial and industrial	Total commercial and industrial	386		387		0		387		0		587		7		Total commercial and industrial	154		155		0		155		0		444		5

Commercial real estate loans	Commercial real estate loans	863		867		0		867		0		1,345		13		Commercial real estate loans	0		0		0		0		0		896		0
Residential mortgages	Residential mortgages	362		0		363		363		13		615		4		Residential mortgages	359		0		360		360		12		530		8
Home improvement and home equity loans	Home improvement and home equity loans	0		0		0		0		0		0		0		Home improvement and home equity loans	0		0		0		0		0		0		0
Total real estate mortgage	Total real estate mortgage	1,225		867		363		1,230		13		1,960		17		Total real estate mortgage	359		0		360		360		12		1,426		8

Real estate construction and development loans	Real estate construction and development loans	11,006		11,006		0		11,006		0		11,114		63		Real estate construction and development loans	10,940		10,940		0		10,940		0		11,056		146
Agricultural loans	Agricultural loans	448		159		289		448		175		562		7		Agricultural loans	379		117		262		379		161		501		13
Installment and student loans	Installment and student loans	0		0		0		0		0		0		0		Installment and student loans	0		0		0		0		0		0		0

Total impaired loans	Total impaired loans	$	13,065	$	12,419	$	652	$	13,071	$	188	$	14,223	$	94	Total impaired loans	$	11,832	$	11,212	$	622	$	11,834	$	173	$	13,427	$	172

(1) The recorded investment in loans includes accrued interest receivable of ~~$6.~~$2.

(2) Information is based on ~~quarter~~six months ended ~~March 31,~~June 30, 2021.

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The following is a summary of impaired loans at December 31, 2020 (in 000's).


December 31, 2020	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance (1)		Recorded Investment With Allowance (1)		Total Recorded Investment		Related Allowance		Average Recorded Investment (2)		Interest Recognized (2)
Commercial and business loans	$	250	$	251	$	0	$	251	$	0	$	551	$	23
Government program loans	214		215		0		215		0		236		14
Total commercial and industrial	464		466		0		466		0		787		37

Commercial real estate loans	874		878		0		878		0		1,822		54
Residential mortgages	365		0		366		366		13		867		17
Home improvement and home equity loans	0		0		0		0		0		0		0
Total real estate mortgage	1,239		878		366		1,244		13		2,689		71

Real estate construction and development loans	11,057		11,057		0		11,057		0		11,223		252
Agricultural loans	610		293		316		609		196		675		39

Installment and student loans	0		0		0		0		0		0		0

Total impaired loans	$	13,370	$	12,694	$	682	$	13,376	$	209	$	15,374	$	399

(1) The recorded investment in loans includes accrued interest receivable of $6.

(2) Information is based on the year ended December 31, 2020.

In most cases, the Company uses the cash basis method of income recognition for impaired loans. In the case of certain troubled debt restructurings for which the loan is performing under the current contractual terms for a reasonable period of time, income is recognized under the accrual method.

The average recorded investment in impaired loans for the quarters ended June 30, 2021 and 2020 was $12,452,000 and

$15,685,000, respectively. Interest income recognized on impaired loans for the quarters ended June 30, 2021 and 2020 was

approximately $78,000 and $124,000, respectively. For impaired nonaccrual loans, interest income recognized under a cash-basis method of accounting was approximately ~~$69,000~~$87,000 and ~~$81,000~~$67,000 for the quarters ended ~~March 31,~~June 30, 2021 and 2020, respectively.

The average recorded investment in impaired loans for the six months ended June 30, 2021 and 2020 was $13,427,000 and

$16,148,000, respectively. Interest income recognized on impaired loans for the six months ended June 30, 2020 and 2019 was

approximately $172,000 and $263,000, respectively. For impaired nonaccrual loans, interest income recognized under a cash-basis method of accounting was approximately $156,000 and $148,000 for the six months ended June 30, 2021 and 2020,

respectively.

Troubled Debt Restructurings

In certain circumstances, when the Company grants a concession to a borrower as part of a loan restructuring, the restructuring is accounted for as a troubled debt restructuring (TDR). TDRs are reported as a component of impaired loans.

A TDR is a type of restructuring in which the Company, for economic or legal reasons related to the borrower's financial difficulties, grants a concession (either imposed by court order, law, or agreement between the borrower and the Bank) to the

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borrower that it would not otherwise consider. Although the restructuring may take different forms, the Company's objective is to maximize recovery of its investment by granting relief to the borrower.

A TDR may include, but is not limited to, one or more of the following:

- A transfer from the borrower to the Company of receivables from third parties, real estate, other assets, or an equity interest in the borrower is granted to fully or partially satisfy the loan.

- A modification of terms of a debt such as one or a combination of:

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◦The reduction (absolute or contingent) of the stated interest rate.

◦The extension of the maturity date or dates at a stated interest rate lower than the current market rate for new debt with similar risk.

◦The reduction (absolute or contingent) of the face amount or maturity amount of debt as stated in the instrument or agreement.

◦The reduction (absolute or contingent) of accrued interest.

For a restructured loan to return to accrual status there needs to be, among other factors, at least 6 months successful payment history and continued satisfactory performance is expected. To this end, the Company typically performs a financial analysis of the credit to determine whether the borrower has the ability to continue to meet payments over the remaining life of the loan. This includes, but is not limited to, a review of financial statements and cash flow analysis of the borrower. Only after determination that the borrower has the ability to perform under the terms of the loans, will the restructured credit be considered for accrual status. Although the Company does not have a policy which specifically addresses when a loan may be removed from TDR classification, as a matter of practice, loans classified as TDRs generally remain classified as such until the loan either reaches maturity, a confirming loan is renewed at market terms, or its outstanding balance is paid off.

There were no TDR additions or defaults for the ~~quarter~~quarters ended ~~March 31, 2021.~~June 30, 2021 or June 30, 2020. There were no additions during the six months ended June 30, 2021 and one during the six months ended June 30, 2020.

The following tables illustrates TDR additions and defaults for the periods indicated:


		Three Months Ended March 31, 2020									Six Months Ended June 30, 2020
($ in 000's)	($ in 000's)	Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts which Defaulted During Period	Recorded Investment on Defaulted TDRs		($ in 000's)	Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts which Defaulted During Period	Recorded Investment on Defaulted TDRs
Troubled Debt Restructurings	Troubled Debt Restructurings									Troubled Debt Restructurings
Commercial and business loans	Commercial and business loans	0	0		0		0	$	0	Commercial and business loans	0	0		0		0	$	0
Government program loans	Government program loans	0	0		0		0	0		Government program loans	0	0		0		0	0
Commercial real estate term loans	Commercial real estate term loans	0	0		0		0	0		Commercial real estate term loans	0	0		0		0	0
Single family residential loans	Single family residential loans	0	0		0		0	0		Single family residential loans	0	0		0		0	0
Home improvement and home equity loans	Home improvement and home equity loans	0	0		0		0	0		Home improvement and home equity loans	0	0		0		0	0
Real estate construction and development loans	Real estate construction and development loans	0	0		0		0	0		Real estate construction and development loans	0	0		0		0	0
Agricultural loans	Agricultural loans	1	179		179		0	0		Agricultural loans	1	179		179		0	0
Installment and student loans	Installment and student loans	0	0		0		0	0		Installment and student loans	0	0		0		0	0
Overdraft protection lines	Overdraft protection lines	0	0		0		0	0		Overdraft protection lines	0	0		0		0	0
Total loans	Total loans	1	$	179	$	179	0	$	0	Total loans	1	$	179	$	179	0	$	0

The Company makes various types of concessions when structuring TDRs including rate discounts, payment extensions, and other-than-temporary forbearance. At ~~March 31,~~June 30, 2021, the Company had 6 restructured loans totaling ~~$3,211,000~~$3,073,000 as compared to 7 restructured loans totaling $3,426,000 at December 31, 2020.

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The following tables summarize TDR activity by loan category for the quarters ended ~~March 31,~~June 30, 2021 and ~~March 31,~~June 30, 2020 (in 000's).


Three Months Ended June 30, 2021	Commercial and Industrial		Commercial Real Estate		Residential Mortgages		Home Improvement and Home Equity		Real Estate Construction Development		Agricultural		Installment and Student Loans		Total
Beginning balance	$	0	$	0	$	362	$	0	$	2,401	$	448	$	0	$	3,211

Additions	0		0		0		0		0		0		0		0

Principal (reductions) additions	0		0		(3)		0		(66)		(69)		0		(138)
Charge-offs	0		0		0		0		0		0		0		0

Ending balance	$	0	$	0	$	359	$	0	$	2,335	$	379	$	0	$	3,073

Allowance for loan loss	$	0	$	0	$	12	$	0	$	0	$	161	$	0	$	173
Defaults	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


Three Months Ended June 30, 2020	Commercial and Industrial		Commercial Real Estate		Residential Mortgages		Home Improvement and Home Equity		Real Estate Construction Development		Agricultural		Installment and Student Loans		Total
Beginning balance	$	4	$	893	$	1,048	$	0	$	2,587	$	721	$	0	$	5,253

Additions	0		0		0		0		0		0		0		0

Principal (reductions) additions	(4)		(4)		(10)		0		(51)		(29)		0		(98)
Charge-offs	0		0		0		0		0		0		0		0

Ending balance	$	0	$	889	$	1,038	$	0	$	2,536	$	692	$	0	$	5,155

Allowance for loan loss	$	0	$	175	$	31	$	0	$	0	$	243	$	0	$	449
Defaults	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

The following tables summarize TDR activity by loan category for the six months ended June 30, 2021 and June 30, 2020 (in 000's).


Six Months Ended June 30, 2021	Commercial and Industrial		Commercial Real Estate		Residential Mortgages		Home Improvement and Home Equity		Real Estate Construction Development		Agricultural		Installment and Student Loans		Total
Beginning balance	$	0	$	0	$	365	$	0	$	2,452	$	609	$	0	$	3,426

Additions	0		0		0		0		0		0		0		0

Principal (reductions) additions	0		0		(6)		0		(117)		(230)		0		(353)
Charge-offs	0		0		0		0		0		0		0		0

Ending balance	$	0	$	0	$	359	$	0	$	2,335	$	379	$	0	$	3,073

Allowance for loan loss	$	0	$	0	$	12	$	0	$	0	$	161	$	0	$	173
Defaults	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

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Three Months Ended
March 31, 2021 Commercial and Industrial Commercial Real Estate Residential Mortgages Home Improvement and Home Equity Real Estate Construction Development Agricultural Installment
and Student Loans Total
Beginning balance $ 0 $ 0 $ 365 $ 0 $ 2,452 $ 609 $ 0 $ 3,426
Additions 0 0 0 0 0 0 0 0
Principal (reductions) additions 0 0 (3) 0 (51) (161) 0 (215)
Charge-offs 0 0 0 0 0 0 0 0
Ending balance $ 0 $ 0 $ 362 $ 0 $ 2,401 $ 448 $ 0 $ 3,211
Allowance for loan loss $ 0 $ 0 $ 13 $ 0 $ 0 $ 175 $ 0 $ 188
Defaults $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0


Three Months Ended March 31, 2020		Commercial and Industrial		Commercial Real Estate		Residential Mortgages		Home Improvement and Home Equity		Real Estate Construction Development		Agricultural		Installment and Student Loans		Total
Six Months Ended June 30, 2020																		Six Months Ended June 30, 2020	Commercial and Industrial		Commercial Real Estate		Residential Mortgages		Home Improvement and Home Equity		Real Estate Construction Development		Agricultural		Installment and Student Loans		Total
Beginning balance	Beginning balance	$	9	$	898	$	1,060	$	0	$	2,654	$	566	$	0	$	5,187	Beginning balance	$	9	$	898	$	1,060	$	0	$	2,654	$	566	$	0	$	5,187

Additions	Additions	0		0		0		0		0		179		0		179		Additions	0		0		0		0		0		179		0		179

Principal (reductions) additions	Principal (reductions) additions	(5)		(5)		(12)		0		(67)		(23)		0		(112)		Principal (reductions) additions	(9)		(9)		(22)		0		(118)		(53)		0		(211)
Charge-offs	Charge-offs	0		0		0		0		0		0		0		0		Charge-offs	0		0		0		0		0		0		0		0

Ending balance	Ending balance	$	4	$	893	$	1,048	$	0	$	2,587	$	722	$	0	$	5,254	Ending balance	$	0	$	889	$	1,038	$	0	$	2,536	$	692	$	0	$	5,155

Allowance for loan loss	Allowance for loan loss	$	0	$	259	$	23	$	0	$	0	$	250	$	0	$	532	Allowance for loan loss	$	0	$	175	$	31	$	0	$	0	$	243	$	0	$	449
Defaults	Defaults	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	Defaults	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Credit Quality Indicators

As part of its credit monitoring program, the Company utilizes a risk rating system which quantifies the risk the Company estimates it has assumed during the life of a loan. The system rates the strength of the borrower and the facility or transaction, and is designed to provide a program for risk management and early detection of problems.

For each new credit approval, credit extension, renewal, or modification of existing credit facilities, the Company assigns risk ratings utilizing the rating scale identified in this policy. In addition, on an on-going basis, loans and credit facilities are reviewed for internal and external influences impacting the credit facility that would warrant a change in the risk rating. Each credit facility is to be given a risk rating that takes into account factors that materially affect credit quality.

When assigning risk ratings, the Company evaluates 2 risk rating approaches, a facility rating and a borrower rating as follows:

Facility Rating:

The facility rating is determined by the analysis of positive and negative factors that may indicate that the quality of a particular loan or credit arrangement requires that it be rated differently from the risk rating assigned to the borrower. The Company assesses the risk impact of these factors:

Collateral - The rating may be affected by the type and quality of the collateral, the degree of coverage, the economic life of the collateral, liquidation value and the Company's ability to dispose of the collateral.

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Guarantees - The value of third party support arrangements varies widely. Unconditional guaranties from persons with demonstrable ability to perform are more substantial than that of closely related persons to the borrower who offer only modest support.

Unusual Terms - Credit may be extended on terms that subject the Company to a higher level of risk than indicated in the rating of the borrower.

Borrower Rating:

The borrower rating is a measure of loss possibility based on the historical, current and anticipated financial characteristics of the borrower in the current risk environment. To determine the rating, the Company considers at least the following factors:

- Quality of management

- Liquidity

- Leverage/capitalization

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- Profit margins/earnings trend

- Adequacy of financial records

- Alternative funding sources

- Geographic risk

- Industry risk

- Cash flow risk

- Accounting practices

- Asset protection

- Extraordinary risks

The Company assigns risk ratings to loans other than consumer loans and other homogeneous loan pools based on the following scale. The risk ratings are used when determining borrower ratings as well as facility ratings. When the borrower rating and the facility ratings differ, the lowest rating applied is:

- Grades 1 and 2 – These grades include loans which are given to high quality borrowers with high credit quality and sound financial strength. Key financial ratios are generally above industry averages and the borrower’s strong earnings history or net worth. These may be secured by deposit accounts or high-grade investment securities.

- Grade 3 – This grade includes loans to borrowers with solid credit quality with minimal risk. The borrower’s balance sheet and financial ratios are generally in line with industry averages, and the borrower has historically demonstrated the ability to manage economic adversity. Real estate and asset-based loans assigned this risk rating must have characteristics, which place them well above the minimum underwriting requirements for those departments. Asset-based borrowers assigned this rating must exhibit extremely favorable leverage and cash flow characteristics, and consistently demonstrate a high level of unused borrowing capacity.

- Grades 4 and 5 – These include “pass” grade loans to borrowers of acceptable credit quality and risk. The borrower’s balance sheet and financial ratios may be below industry averages, but above the lowest industry quartile. Leverage is above and liquidity is below industry averages. Inadequacies evident in financial performance and/or management sufficiency are offset by readily available features of support, such as adequate collateral, or good guarantors having the liquid assets and/or cash flow capacity to repay the debt. The borrower may have recognized a loss over three or four years, however recent earnings trends, while perhaps somewhat cyclical, are improving and cash flows are adequate to cover debt service and fixed obligations. Real estate and asset-borrowers fully comply with all underwriting standards and are performing according to projections would be assigned this rating. These also include grade 5 loans which are “leveraged” or on management’s “watch list.” While still considered pass loans (loans given a grade 5), the borrower’s financial condition, cash flow or operations evidence more than average risk and short term weaknesses, these loans warrant a higher than average level of monitoring, supervision and attention from the Company, but do not reflect credit weakness trends that weaken or inadequately protect the Company’s credit position. Loans with a grade rating of 5 are not normally acceptable as new credits unless they are adequately secured or carry substantial endorser/guarantors.

- Grade 6 – This grade includes “special mention” loans which are loans that are currently protected but are potentially weak. This generally is an interim grade classification and should usually be upgraded to an Acceptable rating or downgraded to Substandard within a reasonable time period. Weaknesses in special mention loans may, if not checked

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or corrected, weaken the asset or inadequately protect the Company’s credit position at some future date. Special mention loans are often loans with weaknesses inherent from the loan origination, loan servicing, and perhaps some technical deficiencies. The main theme in special mention credits is the distinct probability that the classification will deteriorate to a more adverse class if the noted deficiencies are not addressed by the loan officer or loan management.

- Grade 7 – This grade includes “substandard” loans which are inadequately supported by the current sound net worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that may impair the regular liquidation of the debt. Substandard loans exhibit a distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Substandard loans also include impaired loans.

- Grade 8 – This grade includes “doubtful” loans which exhibit the same characteristics as the Substandard loans with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work to the advantage and strengthening of the loan, its classification as an estimated loss is deferred until its more exact status may be determined. Pending

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factors include a proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans.

- Grade 9 – This grade includes loans classified “loss” which are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off the asset even though partial recovery may be achieved in the future.

The Company did not carry any loans graded as doubtful or loss at ~~March 31,~~June 30, 2021 or December 31, 2020.

The following tables summarize the credit risk ratings for commercial, construction, and other non-consumer related loans for ~~March 31,~~June 30, 2021 and December 31, 2020:


March 31, 2021		Commercial and Industrial			Commercial Real Estate			Real Estate Construction and Development				Agricultural				Total
June 30, 2021										June 30, 2021	Commercial and Industrial								Commercial Real Estate					Real Estate Construction and Development				Agricultural				Total
(in 000's)	(in 000's)			Commercial and Industrial				Commercial Real Estate						Real Estate Construction and Development				Agricultural								Total				(in 000's)
Grades 1 and 2	Grades 1 and 2									Grades 1 and 2		$	12,415								$	0			$			0			$			0		$	12,415
Grade 3	Grade 3	0					501			0					0				501			Grade 3	0				483				0				0			483
Grades 4 and 5 – pass	Grades 4 and 5 – pass	32,539			278,184			179,085				49,796				539,604				Grades 4 and 5 – pass		43,506				310,404				154,486				40,335			548,731
Grade 6 – special mention	Grade 6 – special mention	922			15,013			0				1,460				17,395			Grade 6 – special mention		0				22,401				0				12,804			35,205
Grade 7 – substandard	Grade 7 – substandard	397			863			11,006				448				12,714			Grade 7 – substandard		163				0				10,940				379			11,482
Grade 8 – doubtful		0			0			0				0				0

Total	Total	$	47,306		$	294,561		$	190,091			$	51,704			$	583,662		Total		$	56,084			$	333,288			$	165,426			$	53,518		$	608,316


December 31, 2020	December 31, 2020	Commercial and Industrial		Commercial Real Estate				Real Estate Construction and Development			Agricultural				Total		December 31, 2020	Commercial and Industrial			Commercial Real Estate				Real Estate Construction and Development		Agricultural		Total
(in 000's)	(in 000's)									(in 000's)
Grades 1 and 2	Grades 1 and 2	$	9,811			$	0						$	0					$	30		$	9,841	Grades 1 and 2	$	9,811	$	0	$	0	$	30	$	9,841
Grade 3	Grade 3	0		519				0			0				519		Grade 3	0			519				0		0		519
Grades 4 and 5 – pass	Grades 4 and 5 – pass	35,919		267,215				163,959			49,006				516,099		Grades 4 and 5 – pass	35,919			267,215				163,959		49,006		516,099
Grade 6 – special mention	Grade 6 – special mention	1,307		14,343				0			1,434				17,084		Grade 6 – special mention	1,307			14,343				0		1,434		17,084
Grade 7 – substandard	Grade 7 – substandard	477		874				11,057			609				13,017		Grade 7 – substandard	477			874				11,057		609		13,017
Grade 8 – doubtful		0		0				0			0				0

Total	Total	$	47,514	$	282,951			$	175,016		$	51,079			$	556,560	Total	$	47,514		$	282,951			$	175,016	$	51,079	$	556,560

The Company follows consistent underwriting standards outlined in its loan policy for consumer and other homogeneous loans but, does not specifically assign a risk rating when these loans are ~~originated.~~originated or purchased. Consumer loans are monitored for credit risk and are considered “pass” loans until some issue or event requires that the credit be downgraded to special mention or worse. Within the student loan portfolio, the Company does not grade these loans individually, but monitors credit quality indicators such as delinquency and program defined status codes such as forbearance.

~~Table of Content~~

The following tables summarize the credit risk ratings for consumer related loans and other homogeneous loans for ~~March 31,~~June 30, 2021 and December 31, 2020:


		March 31, 2021												December 31, 2020													June 30, 2021																December 31, 2020
		Residential Mortgages		Home Improvement and Home Equity				Installment and Student Loans		Total				Residential Mortgages				Home Improvement and Home Equity		Installment and Student Loans				Total			Residential Mortgages				Home Improvement and Home Equity				Installment and Student Loans				Total				Residential Mortgages				Home Improvement and Home Equity				Installment and Student Loans				Total
(in 000's)	(in 000's)															(in 000's)
Not graded	Not graded	$	23,879			$	87					$	57,574			$	81,540					$	27,484						$	92			$	60,414			$	87,990	Not graded		$	166,012			$	82			$	55,559			$	221,653			$	27,484	$	92	$	60,414	$	87,990
Pass	Pass	9,722		14				522		10,258				9,752				15		570				10,337		Pass		10,489				14				475				10,978				9,752				15				570				10,337
Special mention	Special mention	0		0				0		0				0				0		11				11		Special mention	0				0				0				0				0				0				11				11
Substandard	Substandard	0		0				234		234				0				0		513				513		Substandard	0				0				156				156				0				0				513				513
Doubtful	Doubtful	0		0				0		0				0				0		0				0		Doubtful	0				0				0				0				0				0				0				0
Total	Total	$	33,601	$	101			$	58,330	$	92,032			$	37,236			$	107	$	61,508			$	98,851	Total	$	176,501			$	96			$	56,190			$	232,787			$	37,236			$	107			$	61,508			$	98,851

Allowance for Loan Losses

Table of Content

The Company analyzes risk characteristics inherent in each loan portfolio segment as part of the quarterly review of the adequacy of the allowance for loan losses. The following summarizes some of the key risk characteristics for the 10 segments of the loan portfolio (Consumer loans include 3 segments):

Commercial and industrial loans – Commercial loans are subject to the effects of economic cycles and tend to exhibit increased risk as economic conditions deteriorate, or if the economic downturn is prolonged. The Company considers this segment to be one of higher risk given the size of individual loans and the balances in the overall portfolio.

Government program loans – This is a relatively a small part of the Company’s loan portfolio, but has historically had a high percentage of loans that have migrated from pass to substandard given their vulnerability to economic cycles.

Commercial real estate loans – This segment is considered to have more risk in part because of the vulnerability of commercial businesses to economic cycles as well as the exposure to fluctuations in real estate prices because most of these loans are secured by real estate. Losses in this segment have however been historically low because most of the loans are real estate secured, and the bank maintains appropriate loan-to-value ratios.

Residential mortgages – This segment is considered to have low risk factors both from the Company and peer statistics. These loans are secured by first deeds of trust. ~~The losses experienced over the past sixteen quarters are isolated to approximately 3 loans and are generally the result of short sales.~~

Home improvement and home equity loans – Because of their junior lien position, these loans have an inherently higher risk level. ~~Because~~Additionally, residential real estate has been ~~severely distressed~~challenged in the recent past ~~the~~and therefore anticipated risk for this loan segment has increased.

Real estate construction and development loans –This segment of loans is considered to have a higher risk profile due to construction and market value issues in conjunction with normal credit risks.

Agricultural loans – This segment is considered to have risks associated with weather, water availability, regulatory, insects, and marketing issues. In addition, concentrations in certain crops or certain agricultural areas can increase risk.

Installment and student loans (Includes consumer loans, student loans, overdrafts, and overdraft protection lines) – This segment is higher risk because many of the loans are unsecured. Additionally, in the case of student loans, there are increased risks associated with liquidity as there is a significant time lag between funding of a student loan and eventual repayment.

COVID-19 – The Company is engaged in more frequent communication with borrowers to understand their situation and the challenges faced, as a result of the ongoing COVID-19 pandemic. While the Company has not yet experienced any charge-offs related to COVID-19, the allowance for credit loss calculation, and resulting provision for credit losses, are impacted by changes in economic conditions and an increase in unemployment. Although economic scenarios have improved since the

~~Table of Content~~

pandemic was declared in March 2020, the credit risk in the loan portfolio remains heightened resulting in the need for an additional reserve for credit loss.

The following summarizes the activity in the allowance for credit losses by loan category for the ~~nine months~~quarters ended ~~March 31,~~June 30, 2021 and 2020 (in 000's)

Three Months Ended Commercial and Industrial Real Estate Mortgage Real Estate Construction Development Agricultural Installment and Student Loans Unallocated Total
March 31, 2021
Beginning balance $ 625 $ 575 $ 3,722 $ 711 $ 2,614 $ 275 $ 8,522
Provision (recapture of provision) for credit losses (132) (30) 108 (46) 499 (24) 375
Charge-offs 0 0 0 0 (392) 0 (392)
Recoveries 35 6 0 0 3 0 44
Net recoveries (charge-offs) 35 6 0 0 (389) 0 (348)
Ending balance $ 528 $ 551 $ 3,830 $ 665 $ 2,724 $ 251 $ 8,549
Period-end amount allocated to:
Loans individually evaluated for impairment 0 13 0 175 0 0 188
Loans collectively evaluated for impairment 528 538 3,830 490 2,724 251 8,361
Ending balance $ 528 $ 551 $ 3,830 $ 665 $ 2,724 $ 251 $ 8,549

Table of Content


Three Months Ended	Commercial and Industrial		Real Estate Mortgage		Real Estate Construction Development		Agricultural		Installment & Student Loans		Unallocated		Total
June 30, 2021
Beginning balance	$	528	$	551	$	3,830	$	665	$	2,724	$	251	$	8,549
Provision (recapture of provision) for credit losses	100		531		(617)		441		249		122		826

Charge-offs	0		0		0		0		(188)		0		(188)
Recoveries	4		5		0		0		4		0		13
Net charge-offs	4		5		0		0		(184)		0		(175)

Ending balance	$	632	$	1,087	$	3,213	$	1,106	$	2,789	$	373	$	9,200
Period-end amount allocated to:
Loans individually evaluated for impairment	0		12		0		161		0		0		173
Loans collectively evaluated for impairment	632		1,075		3,213		945		2,789		373		9,027
Ending balance	$	632	$	1,087	$	3,213	$	1,106	$	2,789	$	373	$	9,200

Three Months Ended Commercial and Industrial Real Estate Mortgage Real Estate Construction Development Agricultural Installment and Student Loans Unallocated Total
March 31, 2020
Beginning balance $ 1,322 $ 712 $ 2,808 $ 761 $ 2,132 $ 173 $ 7,908
Provision (recapture of provision) for credit losses (413) 194 653 107 988 178 1,707
Charge-offs 0 0 0 0 (509) 0 (509)
Recoveries 5 4 0 0 5 0 14
Net (charge-offs) recoveries 5 4 0 0 (504) 0 (495)
Ending balance $ 914 $ 910 $ 3,461 $ 868 $ 2,616 $ 351 $ 9,120
Period-end amount allocated to:
Loans individually evaluated for impairment 75 282 0 250 0 0 607
Loans collectively evaluated for impairment 839 628 3,461 618 2,616 351 8,513
Ending balance $ 914 $ 910 $ 3,461 $ 868 $ 2,616 $ 351 $ 9,120


Three Months Ended	Commercial and Industrial		Real Estate Mortgage		Real Estate Construction Development		Agricultural		Installment & Student Loans		Unallocated		Total
June 30, 2020
Beginning balance	$	914	$	910	$	3,461	$	868	$	2,616	$	351	$	9,120
Provision (recapture of provision) for credit losses	(166)		(103)		363		(32)		577		(211)		428

Charge-offs	0		0		(252)		0		(448)		0		(700)
Recoveries	8		5		0		0		1		0		14
Net charge-offs	8		5		(252)		0		(447)		0		(686)

Ending balance	$	756	$	812	$	3,572	$	836	$	2,746	$	140	$	8,862
Period-end amount allocated to:
Loans individually evaluated for impairment	0		206		0		243		0		0		449
Loans collectively evaluated for impairment	756		606		3,572		593		2,746		140		8,413
Ending balance	$	756	$	812	$	3,572	$	836	$	2,746	$	140	$	8,862

The following summarizes the activity in the allowance for credit losses by loan category for the six months ended June 30, 2021 and 2020 (in 000's)

Table of Content


Six Months Ended	Commercial and Industrial		Real Estate Mortgage		Real Estate Construction Development		Agricultural		Installment and Student Loans		Unallocated		Total
June 30, 2021
Beginning balance	$	625	$	575	$	3,722	$	711	$	2,614	$	275	$	8,522
Provision (recapture of provision) for credit losses	(32)		501		(509)		395		748		98		1,201

Charge-offs	0		0		0		0		(580)		0		(580)
Recoveries	39		11		0		0		7		0		57
Net recoveries (charge-offs)	39		11		0		0		(573)		0		(523)

Ending balance	$	632	$	1,087	$	3,213	$	1,106	$	2,789	$	373	$	9,200
Period-end amount allocated to:
Loans individually evaluated for impairment	0		12		0		161		0		0		173
Loans collectively evaluated for impairment	632		1,075		3,213		945		2,789		373		9,027
Ending balance	$	632	$	1,087	$	3,213	$	1,106	$	2,789	$	373	$	9,200


Six Months Ended	Commercial and Industrial		Real Estate Mortgage		Real Estate Construction Development		Agricultural		Installment and Student Loans		Unallocated		Total
June 30, 2020
Beginning balance	$	1,322	$	712	$	2,808	$	761	$	2,132	$	173	$	7,908
Provision (recapture of provision) for credit losses	(579)		91		1,016		75		1,564		(33)		2,134

Charge-offs	0		0		(252)		0		(956)		0		(1,208)
Recoveries	13		9		0		0		6		0		28
Net (charge-offs) recoveries	13		9		(252)		0		(950)		0		(1,180)

Ending balance	$	756	$	812	$	3,572	$	836	$	2,746	$	140	$	8,862
Period-end amount allocated to:
Loans individually evaluated for impairment	0		206		0		243		0		0		449
Loans collectively evaluated for impairment	756		606		3,572		593		2,746		140		8,413
Ending balance	$	756	$	812	$	3,572	$	836	$	2,746	$	140	$	8,862

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The following summarizes information with respect to the loan balances at ~~March 31,~~June 30, 2021 and 2020.


		March 31, 2021								March 31, 2020										June 30, 2021												June 30, 2020
		Loans Individually Evaluated for Impairment		Loans Collectively Evaluated for Impairment				Total Loans		Loans Individually Evaluated for Impairment			Loans Collectively Evaluated for Impairment				Total Loans			Loans Individually Evaluated for Impairment				Loans Collectively Evaluated for Impairment				Total Loans				Loans Individually Evaluated for Impairment				Loans Collectively Evaluated for Impairment				Total Loans
(in 000's)	(in 000's)											(in 000's)
Commercial and business loans	Commercial and business loans	$	227			$	33,336			$	33,563				$	418						$	44,701			$	45,119	Commercial and business loans		$	0			$	43,676			$	43,676			$	318	$	41,207	$	41,525
Government program loans	Government program loans	160		13,583				13,743		246			475				721		Government program loans		155				12,253				12,408				241				26,464				26,705
Total commercial and industrial	Total commercial and industrial	387		46,919				47,306		664			45,176				45,840		Total commercial and industrial	155				55,929				56,084				559				67,671				68,230

Commercial real estate loans	Commercial real estate loans	867		293,694				294,561		2,067			263,800				265,867		Commercial real estate loans	0				333,288				333,288				2,048				262,444				264,492
Residential mortgage loans	Residential mortgage loans	363		33,238				33,601		1,052			41,491				42,543		Residential mortgage loans	360				176,141				176,501				1,041				48,785				49,826
Home improvement and home equity loans	Home improvement and home equity loans	0		101				101		0			166				166		Home improvement and home equity loans	0				96				96				0				120				120
Total real estate mortgage	Total real estate mortgage	1,230		327,033				328,263		3,119			305,457				308,576		Total real estate mortgage	360				509,525				509,885				3,089				311,349				314,438

Real estate construction and development loans	Real estate construction and development loans	11,006		179,085				190,091		11,411			140,551				151,962		Real estate construction and development loans	10,940				154,486				165,426				11,109				142,546				153,655

Agricultural loans	Agricultural loans	448		51,256				51,704		722			48,926				49,648		Agricultural loans	379				53,139				53,518				696				48,283				48,979

Installment and student loans	Installment and student loans	0		58,330				58,330		0			67,739				67,739		Installment and student loans	0				56,190				56,190				0				64,352				64,352

Total loans	Total loans	$	13,071	$	662,623			$	675,694	$	15,916		$	607,849			$	623,765	Total loans	$	11,834			$	829,269			$	841,103			$	15,453			$	634,201			$	649,654

4.Student Loans

Included in the installment and student loans segment of the loan portfolio are ~~$54,416,000~~$52,660,000 and $57,385,000 in student loans at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively, made to medical and pharmacy school students. Upon graduation the loan is automatically placed on deferment for 6 months. This may be extended up to 48 months for graduates enrolling in Internship, Medical Residency or Fellowship programs. As approved, the student may receive additional deferment for hardship or administrative reasons in the form of forbearance for a maximum of 24 months throughout the life of the loan. Accrued interest on loans that had not entered repayment status totaled ~~$3,408,000~~$2,236,000 at ~~March 31,~~June 30, 2021 and $3,201,000 at December 31, 2020. At ~~March 31,~~June 30, 2021 there were ~~904~~896 loans within repayment, deferment, and forbearance which represented ~~$19,940,000, $9,492,000,~~$21,670,000, $5,893,000, and ~~$11,541,000,~~$12,706,000, respectively. At December 31, 2020, there were 944 loans within repayment, deferment, and forbearance which represented $28,906,000, $7,407,000 and $7,179,000, respectively. As of ~~March 31,~~June 30, 2021 and December 31, 2020, the reserve against the student loan portfolio was ~~$2,635,000~~$2,709,000 and $2,546,000, respectively. There were 0 TDRs within the portfolio as of ~~March 31,~~June 30, 2021 or December 31, 2020. At ~~March 31,~~June 30, 2021 and December 31, 2020, student loans totaling ~~$234,000~~$156,000 and $513,000 were included in the substandard category, respectively.

ZuntaFi is the third-party servicer for the student loan portfolio. ZuntaFi's services include application administration, processing, approval, documenting, funding, and collection. They also provide borrower file custodial responsibilities. Except in cases where applicants/loans do not meet program requirements, or extreme delinquency, ZuntaFi is responsible for complete program management. ZuntaFi is paid a monthly servicing fee based on the outstanding principal balance.

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The following tables summarize the credit quality indicators for outstanding student loans as of ~~March 31,~~June 30, 2021 and December 31, 2020 (in 000's, except for number of borrowers):


		March 31, 2021					December 31, 2019						June 30, 2021					December 31, 2020
		Number of Loans	Amount		Accrued Interest		Number of Loans	Amount		Accrued Interest			Number of Loans	Amount		Accrued Interest		Number of Loans	Amount		Accrued Interest
School	School	324	$	12,871	$	3,408	319	$	12,905	$	3,201	School	225	$	7,844	$	2,236	319	$	12,905	$	3,201
Grace	Grace	17	572		454		34	988		719		Grace	91	4,547		1,220		34	988		719
Repayment	Repayment	434	19,940		164		623	28,906		292		Repayment	475	21,670		544		623	28,906		292
Deferment	Deferment	228	9,492		551		187	7,407		209		Deferment	139	5,893		600		187	7,407		209
Forbearance	Forbearance	242	11,541		730		134	7,179		553		Forbearance	282	12,706		830		134	7,179		553
Total	Total	1,245	$	54,416	$	5,307	1,297	$	57,385	$	4,974	Total	1,212	$	52,660	$	5,430	1,297	$	57,385	$	4,974

School - The time in which the borrower is still actively in school at least half time. No payments are expected during this stage, though the borrower may begin immediate payments.

Grace - A six month period of time granted to the borrower immediately upon graduation, or if deemed no longer an active student. Interest continues to accrue. Upon completion of the six month grace period the loan is transferred to repayment status. Additionally, if applicable, this status may represent a borrower activated to military duty while in their in-school period, they will be allowed to return to that status once their active duty has expired. The borrower must return to an at least half time status within six months of the active duty end date in order to return to an in-school status.

Repayment - The time in which the borrower is no longer actively in school at least half time, and has not received an approved grace, deferment, or forbearance. Regular payment is expected from these borrowers under an allotted payment plan.

Deferment - May be granted up to 48 months for borrowers who have begun the repayment period on their loans but are (1) actively enrolled in an eligible school at least half time, or (2) are actively enrolled in an approved and verifiable medical residency, internship, or fellowship program.

Forbearance - The period of time during which the borrower may postpone making principal and interest payments, which may be granted for either hardship or administrative reasons. Interest will continue to accrue on loans during periods of authorized forbearance. If the borrower is delinquent at the time the forbearance is granted, the delinquency will be covered by the forbearance and all accrued and unpaid interest from the date of delinquency or if none, from the date of beginning of the forbearance period, will be capitalized at the end of each forbearance period. The term of the loan will not change and payments may be increased to allow the loan to pay off in the required time frame. A forbearance that results in only an insignificant delay in payment, is not considered a concessionary change in terms, provided the borrower affirms the obligation. Forbearance is not an uncommon status designation, this designation is standard industry practice, and is consistent with the succession of students migrating to employed medical professionals. However additional risk is associated with this designation.

Student Loan Aging

Student loans are generally charged off at the end of the month during which an account becomes 120 days contractually past due. Accrued but unpaid interest related to charged off student loans is reversed and charged against interest income. For the ~~quarter~~

three and six months ended ~~March 31,~~June 30, 2021, ~~$28,000~~$16,000 and $44,000 in accrued interest receivable was reversed, due to charge-offs

of $188,000 and $568,000, respectively, within the student loan portfolio. For three and six months ended June 30, 2020, $21,000 and $50,000 in accrued interest receivable was reversed, due to charge-offs of ~~$380,000 within the student loan portfolio. For the quarter ended March 31, 2020, $29,000 in accrued interest receivable was reversed, due to charge-offs of $502,000~~$446,000 and $947,000, respectively, within the student loan portfolio.

Table of Content

The following tables summarize the student loan aging for loans in repayment and forbearance as of ~~March 31,~~June 30, 2021 and December 31, 2020 (in 000's, except for number of borrowers):


		March 31, 2021			December 31, 2020				June 30, 2021			December 31, 2020
		Number of Borrowers	Amount		Number of Borrowers	Amount			Number of Borrowers	Amount		Number of Borrowers	Amount
Current or less than 31 days	Current or less than 31 days	272	$	30,228	304	$	34,188	Current or less than 31 days	304	$	33,016	304	$	34,188
31 - 60 days	31 - 60 days	8	697		4	510		31 - 60 days	7	1,019		4	510
61 - 90 days	61 - 90 days	5	322		10	875		61 - 90 days	1	86		10	875
91 - 120 days	91 - 120 days	3	234		5	513		91 - 120 days	2	156		5	513

Total	Total	288	$	31,481	323	$	36,086	Total	314	$	34,277	323	$	36,086

5.Deposits

Deposits include the following:


(in 000's)	(in 000's)	March 31, 2021		December 31, 2020		(in 000's)	June 30, 2021		December 31, 2020
Noninterest-bearing deposits	Noninterest-bearing deposits	$	429,005	$	391,897	Noninterest-bearing deposits	$	442,140	$	391,897
Interest-bearing deposits:	Interest-bearing deposits:					Interest-bearing deposits:
NOW and money market accounts	NOW and money market accounts	451,827		402,566		NOW and money market accounts	479,400		402,566
Savings accounts	Savings accounts	104,078		96,669		Savings accounts	105,801		96,669
Time deposits:	Time deposits:					Time deposits:
Under $250,000	Under $250,000	41,624		40,302		Under $250,000	41,075		40,302
$250,000 and over	$250,000 and over	21,247		21,217		$250,000 and over	22,026		21,217
Total interest-bearing deposits	Total interest-bearing deposits	618,776		560,754		Total interest-bearing deposits	648,302		560,754
Total deposits	Total deposits	$	1,047,781	$	952,651	Total deposits	$	1,090,442	$	952,651

6.Short-term Borrowings/Other Borrowings

At ~~March 31,~~June 30, 2021, the Company had collateralized lines of credit with the Federal Reserve Bank of San Francisco totaling ~~$332,841,000,~~$334,648,000, as well as Federal Home Loan Bank (FHLB) lines of credit totaling ~~$4,502,000.~~$4,055,000. At ~~March 31,~~June 30, 2021, the Company had an uncollateralized line of credit with Pacific Coast Bankers Bank (PCBB) totaling ~~$10,000,000,~~$50,000,000, a Fed Funds line of $10,000,000 with Union Bank, and a Fed Funds line of $20,000,000 with Zions First National Bank. All lines of credit are on an “as available” basis and can be revoked by the grantor at any time. These lines of credit have interest rates that are generally tied to the Federal Funds rate or are indexed to short-term U.S. Treasury rates or LIBOR. FHLB advances are collateralized by the Company’s stock in the FHLB, investment securities, and certain qualifying mortgage loans.

As of ~~March 31,~~June 30, 2021, ~~$4,883,000~~$4,359,000 in investment securities at FHLB were pledged as collateral for FHLB advances. Additionally, ~~$469,263,000~~$530,442,000 in secured and unsecured loans were pledged at ~~March 31,~~June 30, 2021, as collateral for borrowing lines with the Federal Reserve Bank. At ~~March 31,~~June 30, 2021, the Company had 0 outstanding borrowings.

At December 31, 2020, the Company had collateralized lines of credit with the Federal Reserve Bank of San Francisco totaling $336,788,000, as well as Federal Home Loan Bank (“FHLB”) lines of credit totaling $4,881,000. At December 31, 2020, the Company had an uncollateralized line of credit with Pacific Coast Bankers Bank ("PCBB") and Union Bank totaling $10,000,000 each, with a Fed Funds line of $20,000,000 at Zions First National Bank. All lines of credit are on an “as available” basis and can be revoked by the grantor at any time. These lines of credit generally have interest rates tied to the Federal Funds rate or are indexed to short-term U.S. Treasury rates or LIBOR. FHLB advances are collateralized by the Company’s stock in the FHLB, investment securities, and certain qualifying mortgage loans.

As of December 31, 2020, $5,294,000 in investment securities at FHLB were pledged as collateral for FHLB advances. Additionally, $517,516,000 in secured and unsecured loans were pledged at December 31, 2020, as collateral for used and unused borrowing lines with the Federal Reserve Bank. At December 31, 2020, the Company had 0 outstanding borrowings.

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7.Leases

The Company leases land and premises for its branch banking offices, administration facilities, and ATMs. The initial terms of these leases expire at various dates through ~~2025.~~2032. Under the provisions of most of these leases, the Company has the option to extend the leases beyond their original terms at rental rates adjusted for changes reported in certain economic indices or as reflected by market conditions. Lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. As of ~~March 31,~~June 30, 2021, the Company had 12 operating leases and 0 financing leases.

The components of lease expense were as follows:


		Three Months Ended				Three Months Ended				Six Months Ended
(in 000's)	(in 000's)	March 31, 2021		March 31, 2020			(in 000's)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020

Operating lease expense	Operating lease expense	$	168	$	190		Operating lease expense	$	168	$	190	$	336	$	380

Variable lease expense	Variable lease expense	80		71			Variable lease expense	77		46		157		117

Total	Total	$	248	$	261		Total	$	245	$	236	$	493	$	497

Supplemental balance sheet information related to leases was as follows:


(in 000's)	~~March 31,~~June 30, 2021




Operating cash flows from operating leases	$	~~166~~332

ROU assets obtained in exchange for new operating lease liabilities	0

Weighted-average remaining lease term in years for operating leases	~~5.66~~5.47

Weighted-average discount rate for operating leases	~~5.16~~5.15		%

Maturities of lease liabilities were as follows:


(in 000's)	(in 000's)	March 31, 2021		(in 000's)	June 30, 2021
2021	2021	$	668	2021	$	672
2022	2022	677		2022	679
2023	2023	669		2023	636
2024	2024	452		2024	418
2025	2025	266		2025	199
Thereafter	Thereafter	543		Thereafter	506
Total undiscounted cash flows	Total undiscounted cash flows	3,275		Total undiscounted cash flows	3,110
Less: present value discount	Less: present value discount	(437)		Less: present value discount	(403)
Present value of net future minimum lease payments	Present value of net future minimum lease payments	$	2,838	Present value of net future minimum lease payments	$	2,707

8.Supplemental Cash Flow Disclosures


		Three months ended March 31,					Six months ended June 30,
(in 000's)	(in 000's)	2021		2020		(in 000's)	2021		2020
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest	Interest	$	473	$	772	Interest	$	990	$	1,314
Income taxes	Income taxes	0		0		Income taxes	2,060		0
Noncash investing activities:	Noncash investing activities:					Noncash investing activities:
Transfer to other real estate owned		0		1,008

Unrealized gain on unrecognized post retirement costs	Unrealized gain on unrecognized post retirement costs	24		20		Unrealized gain on unrecognized post retirement costs	50		40
Unrealized loss on available for sale securities		(1,074)		(125)
Unrealized gain on junior subordinated debentures		972		755
Unrealized (loss) gain on available for sale securities						Unrealized (loss) gain on available for sale securities	(247)		827
Unrealized gain (loss) on junior subordinated debentures						Unrealized gain (loss) on junior subordinated debentures	325		(453)

Cash dividend declared	Cash dividend declared	1,876		1,867		Cash dividend declared	1,871		1,868

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9.Dividends on Common Stock

On June 22, 2021, the Company’s Board of Directors declared a cash dividend of $0.11 per share on the Company's common stock. The dividend was payable on July 16, 2021, to shareholders of record as of July 6, 2021. Approximately $1,871,000 was transferred from retained earnings to dividends payable to allow for distribution of the dividend to shareholders.

On March 26, 2021, the Company’s Board of Directors declared a cash dividend of $0.11 per share on the Company's common stock. The dividend was payable on April 16, 2021, to shareholders of record as of April 6, 2021. Approximately $1,876,000 was transferred from retained earnings to dividends payable to allow for distribution of the dividend to shareholders.

The Company has a program to repurchase of up to $3 million of its outstanding common stock. The timing of the purchases will depend on certain factors, including but not limited to, market conditions and prices, available funds, and alternative uses of capital. The stock repurchase program may be carried out through open-market purchases, block trades, or negotiated private transactions. At this time, no shares have been repurchased.

10.Net Income per Common Share

The following table provides a reconciliation of the numerator and the denominator of the basic EPS computation with the numerator and the denominator of the diluted EPS computation:


		Three months ended March 31,				Three months ended June 30,				Six months ended June 30,
		2021		2020				2021		2020		2021		2020
Net income (000's, except per share amounts)	Net income (000's, except per share amounts)	$	1,411	$	2,754		Net income (000's, except per share amounts)	$	2,705	$	2,012	$	4,115	$	4,768

Weighted average shares issued	Weighted average shares issued	17,010,131		16,974,100			Weighted average shares issued	17,010,288		16,975,588		17,010,210		16,974,845
Add: dilutive effect of stock options	Add: dilutive effect of stock options	16,621		20,627			Add: dilutive effect of stock options	22,590		13,190		17,267		17,378
Weighted average shares outstanding adjusted for potential dilution	Weighted average shares outstanding adjusted for potential dilution	17,026,752		16,994,727			Weighted average shares outstanding adjusted for potential dilution	17,032,878		16,988,778		17,027,477		16,992,223

Basic earnings per share	Basic earnings per share	$	0.08	$	0.16		Basic earnings per share	$	0.16	$	0.12	$	0.24	$	0.28
Diluted earnings per share	Diluted earnings per share	$	0.08	$	0.16		Diluted earnings per share	$	0.16	$	0.12	$	0.24	$	0.28
Anti-dilutive stock options excluded from earnings per share calculation	Anti-dilutive stock options excluded from earnings per share calculation	101,000		101,000			Anti-dilutive stock options excluded from earnings per share calculation	71,000		101,000		101,000		101,000

11.Taxes on Income

The Company periodically reviews its tax positions under the accounting standards related to uncertainty in income taxes, which defines the criteria that an individual tax position would have to meet for some or all of the income tax benefit to be recognized in a taxable entity’s financial statements. Under the guidelines, an entity should recognize the financial statement benefit of a tax position if it determines that it is more likely than not that the position will be sustained on examination. The term “more likely than not” means a likelihood of more than 50 percent. In assessing whether the more-likely-than-not criterion is met, the entity should assume that the tax position will be reviewed by the applicable taxing authority and all available information is known to the taxing authority.

The Company periodically evaluates its deferred tax assets to determine whether a valuation allowance is required based upon a determination that some or all of the deferred assets may not be ultimately realized. At ~~March 31,~~June 30, 2021 and December 31, 2020, the Company had 0 recorded valuation allowance. The Company is no longer subject to IRS examination for years before 2015.

The Company's policy is to recognize any interest or penalties related to uncertain tax positions in income tax expense. Interest and penalties recognized or uncertain tax positions during the periods ended ~~March 31,~~June 30, 2021 and 2020 were insignificant.

The Company reported a provision for income taxes of ~~$537,000~~$1,613,000 for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021 as compared to the ~~$1,108,000~~$1,906,000 provision reported in the comparable period of 2020. The effective tax rate was ~~27.57%~~28.16% for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021 as compared to ~~28.69%~~28.56% for the comparable period of 2020.

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12.Junior Subordinated Debt/Trust Preferred Securities

The contractual principal balance of the Company's debentures relating to its trust preferred securities is $12.0 million as of ~~March 31,~~June 30, 2021. The Company may redeem the junior subordinated debentures at any time at par.

~~Table of Content~~

The Company accounts for its junior subordinated debt issued under USB Capital Trust II at fair value. The Company believes the election of fair value accounting for the junior subordinated debentures better reflects the true economic value of the debt instrument on the balance sheet. As of ~~March 31,~~June 30, 2021, the rate paid on the junior subordinated debt issued under USB Capital Trust II is 3-month LIBOR plus 129 basis points, and is adjusted quarterly.

At ~~March 31,~~June 30, 2021, the Company performed a fair value measurement analysis on its junior subordinated debt using a cash flow model approach to determine the present value of those cash flows. The cash flow model utilizes the forward 3-month LIBOR curve to estimate future quarterly interest payments due over the life of the debt instrument. These cash flows were discounted at a rate which incorporates a current market rate for similar-term debt instruments, adjusted for additional credit and liquidity risks associated with the junior subordinated debt. The ~~4.31%~~3.84% discount rate used represents what a market participant would consider under the circumstances based on current market assumptions. At ~~March 31,~~June 30, 2021, the total cumulative gain recorded on the debt is ~~$1,526,000.~~$1,256,000.

The net fair value calculation performed as of ~~March 31,~~June 30, 2021 resulted in a net pretax loss adjustment of ~~$61,000~~$331,000 for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021 compared to a net pretax gain adjustment of ~~$2,253,000~~$1,015,000 for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020.

For the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, the net ~~$61,000~~$331,000 fair value loss adjustment was separately presented as a ~~$1,033,000~~$656,000 loss ($~~728,000,~~462,000, net of tax) recognized on the consolidated statements of income, and a ~~$972,000~~$325,000 gain ($~~685,000,~~229,000, net of tax) associated with the instrument-specific credit risk recognized in other comprehensive income. For the six months ended June 30, 2020, the net $1,015,000 fair value gain adjustment was separately presented as a $1,469,000 gain ($1,035,000, net of tax) recognized on the consolidated statements of income, and a $453,000 loss ($319,000, net of tax) associated with the instrument-specific credit risk recognized in other comprehensive income. The Company calculated the change in the discounted cash flows based on updated market credit spreads for the periods ended.

The net fair value calculation performed as of June 30, 2021 resulted in a net pretax loss adjustment of $270,000 for the quarter ended June 30, 2021 compared to a net pretax loss adjustment of $1,238,000 for the quarter ended June 30, 2020.

For the quarter ended June 30, 2021, the net $270,000 fair value loss adjustment was separately presented as a $377,000 gain ($265,000, net of tax) recognized on the consolidated statements of income, and a $647,000 loss ($456,000, net of tax) associated with the instrument-specific credit risk recognized in other comprehensive income. For the quarter ended ~~March 31,~~June 30, 2020, the net ~~$2,253,000~~$1,238,000 fair value ~~gain~~loss adjustment was separately presented as a ~~$1,498,000 gain~~$30,000 loss ($~~1,055,000,~~21,000, net of tax) recognized on the consolidated statements of income, and a ~~$755,000 gain~~$1,208,000 loss ($~~532,000,~~851,000, net of tax) associated with the instrument-specific credit risk recognized in other comprehensive income. The Company calculated the change in the discounted cash flows based on updated market credit spreads for the periods ended.

13.Fair Value Measurements and Disclosure

The following summary disclosures are made in accordance with the guidance provided by ASC Topic 825, Fair Value Measurements and Disclosures, which requires the disclosure of fair value information about both on- and off-balance sheet financial instruments where it is practicable to estimate that value.

Generally accepted accounting guidance clarifies the definition of fair value, describes methods used to appropriately measure fair value in accordance with generally accepted accounting principles and expands fair value disclosure requirements. This guidance applies whenever other accounting pronouncements require or permit fair value measurements.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels (Level 1, Level 2, and Level 3). Level 1 inputs are unadjusted quoted prices in active markets (as defined) for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability, and reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

The table below is a summary of fair value estimates for financial instruments and the level of the fair value hierarchy within which the fair value measurements are categorized at the periods indicated:

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March 31, 2021
June 30, 2021							June 30, 2021
(in 000's)	(in 000's)	Carrying Amount	Estimated Fair Value	Quoted Prices In Active Markets for Identical Assets Level 1	Significant Other Observable Inputs Level 2	Significant Unobservable Inputs Level 3	(in 000's)	Carrying Amount	Estimated Fair Value	Quoted Prices In Active Markets for Identical Assets Level 1	Significant Other Observable Inputs Level 2	Significant Unobservable Inputs Level 3
Financial Assets:	Financial Assets:						Financial Assets:

Investment securities	Investment securities	147,340	147,340	3,791	143,549	0	Investment securities	147,340	147,340	3,791	143,549	0
Loans	Loans	665,940	664,681	0	0	664,681	Loans	832,849	829,802	0	0	829,802
Accrued interest receivable	Accrued interest receivable	8,582	8,582	0	8,582	0	Accrued interest receivable	8,600	8,600	0	8,600	0
Financial Liabilities:	Financial Liabilities:						Financial Liabilities:
Deposits:	Deposits:						Deposits:
Noninterest-bearing	Noninterest-bearing	429,005	430,210	430,210	0	0	Noninterest-bearing	442,140	442,567	442,567	0	0
NOW and money market	NOW and money market	451,827	406,707	406,707	0	0	NOW and money market	479,400	479,400	479,400	0	0
Savings	Savings	104,078	94,467	94,467	0	0	Savings	105,801	105,801	105,801	0	0
Time deposits	Time deposits	62,871	63,090	0	0	63,090	Time deposits	63,101	63,232	0	0	63,232
Total deposits	Total deposits	1,047,781	994,474	931,384	0	63,090	Total deposits	1,090,442	1,091,000	1,027,768	0	63,232
Junior subordinated debt	Junior subordinated debt	10,983	10,983	0	0	10,983	Junior subordinated debt	11,253	11,253	0	0	11,253


December 31, 2020
(in 000's)	Carrying Amount	Estimated Fair Value	Quoted Prices In Active Markets for Identical Assets Level 1	Significant Other Observable Inputs Level 2	Significant Unobservable Inputs Level 3
Financial Assets:


Investment securities	86,192	86,192	3,851	82,341	0
Loans	645,825	636,470	0	0	636,470
Accrued interest receivable	8,164	8,164	0	8,164	0
Financial Liabilities:
Deposits:
Noninterest-bearing	391,897	430,210	430,210	0	0
NOW and money market	402,566	406,707	406,707	0	0
Savings	96,669	94,467	94,467	0	0
Time deposits	61,519	61,519	0	0	61,519
Total deposits	952,651	992,903	931,384	0	61,519
Junior subordinated debt	10,924	10,924	0	0	10,924

The Company performs fair value measurements on certain assets and liabilities as the result of the application of current accounting guidelines. Some fair value measurements, such as investment securities and junior subordinated debt are performed on a recurring basis, while others, such as impairment of loans, other real estate owned, goodwill and other intangibles, are performed on a nonrecurring basis.

The Company’s Level 1 financial assets consist of money market funds and highly liquid mutual funds for which fair values are based on quoted market prices. The Company’s Level 2 financial assets include highly liquid debt instruments of U.S. government agencies, collateralized mortgage obligations, and debt obligations of states and political subdivisions, whose fair values are obtained from readily-available pricing sources for the identical or similar underlying security that may, or may not, be actively traded. The Company’s Level 3 financial assets include certain instruments where the assumptions may be made by us or third parties about assumptions that market participants would use in pricing the asset or liability. From time to time, the Company recognizes transfers between Level 1, 2, and 3 when a change in circumstances warrants a transfer. There were no transfers between fair value measurements during the ~~quarter~~six months ended ~~March 31,~~June 30, 2021.

The following methods and assumptions were used in estimating the fair values of financial instruments measured at fair value on a recurring and non-recurring basis:

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Investment Securities – Available for sale and marketable equity securities are valued based upon open-market price quotes obtained from reputable third-party brokers that actively make a market in those securities. Market pricing is based upon specific CUSIP identification for each individual security. To the extent there are observable prices in the market, the mid-point of the bid/ask price is used to determine fair value of individual securities. If that data is not available for the last 30 days, a Level 2-type matrix pricing approach based on comparable securities in the market is utilized. Level 2 pricing may include using a forward spread from the last observable trade or may use a proxy bond like a TBA mortgage to come up with a price for the security being valued. Changes in fair market value are recorded through other comprehensive loss as the securities are available for sale.

Impaired Loans - Fair value measurements for collateral dependent impaired loans are performed pursuant to authoritative accounting guidance and are based upon either collateral values supported by third party appraisals and observed market prices. Collateral dependent loans are measured for impairment using the fair value of the collateral. Changes are recorded directly as an adjustment to current earnings.

Other Real Estate Owned - Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned (OREO) are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are generally based on third party appraisals of the property, resulting in a Level 3 classification. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.

Junior Subordinated Debt – The fair value of the junior subordinated debt was determined based upon a discounted cash flows model utilizing observable market rates and credit characteristics for similar debt instruments. In its analysis, the Company used characteristics that market participants generally use, and considered factors specific to (a) the liability, (b) the principal (or most advantageous) market for the liability, and (c) market participants with whom the reporting entity would transact in that market. Cash flows are discounted at a rate which incorporates a current market rate for similar-term debt instruments, adjusted for credit and liquidity risks associated with similar junior subordinated debt and circumstances unique to the Company. The Company believes that the subjective nature of these inputs, and credit concerns in the capital markets and inactivity in the trust preferred markets that have limited the observability of the market spreads, require the junior subordinated debt to be classified as a Level 3 fair value.

The following tables summarize the Company’s assets and liabilities that were measured at fair value on a recurring and non-recurring basis as of ~~March 31,~~June 30, 2021 (in 000’s):


Description of Assets	Description of Assets	March 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Description of Assets	June 30, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
AFS Securities (2):	AFS Securities (2):									AFS Securities (2):
U.S. Government agencies	U.S. Government agencies	$	39,372	$	0	$	39,372	$	0	U.S. Government agencies	$	38,318	$	0	$	38,318	$	0
U.S. Government collateralized mortgage obligations	U.S. Government collateralized mortgage obligations	61,247		0		61,247		0		U.S. Government collateralized mortgage obligations	69,878		0		69,878		0
Asset-backed securities	Asset-backed securities	5,680		0		5,680		0		Asset-backed securities	5,319		0		5,319		0
Municipal bonds	Municipal bonds	32,004		0		32,004		0		Municipal bonds	48,039		0		48,039		0
Corporate bond	Corporate bond	5,246		0		5,246		0		Corporate bond	5,422		0		5,422		0
Total AFS securities	Total AFS securities	143,549		0		143,549		0		Total AFS securities	166,976		0		166,976		0

Marketable equity securities (2)	Marketable equity securities (2)	3,791		3,791		0		0		Marketable equity securities (2)	3,791		3,791		0		0

Total	Total	$	147,340	$	3,791	$	143,549	$	0	Total	$	170,767	$	3,791	$	166,976	$	0

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Description of Liabilities	Description of Liabilities	March 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)		Description of Liabilities	June 30, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Junior subordinated debt (2)	Junior subordinated debt (2)	$	10,983	0	0	$	10,983	Junior subordinated debt (2)	$	11,253	0	0	$	11,253
Total	Total	$	10,983	0	0	$	10,983	Total	$	11,253	0	0	$	11,253

(1)Nonrecurring

(2)Recurring

There were no non-recurring fair value adjustments at ~~March 31,~~June 30, 2021.

The following tables summarize the Company’s assets and liabilities that were measured at fair value on a recurring and non-recurring basis as of December 31, 2020 (in 000’s):


Description of Assets	December 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
AFS Securities (2):
U.S. Government agencies	$	33,710	$	0	$	33,710	$	0
U.S. Government collateralized mortgage obligations	38,445		0		38,445		0
Asset-backed securities	3,909		0		3,909		0
Municipal bonds	1,058		0		1,058		0
Corporate bonds	5,219		0		5,219		0
Total AFS securities	82,341		0		82,341		0

Marketable equity securities (2)	3,851		3,851		0		0
Impaired Loans (1):

RE construction & development	3,364		0		0		3,364



Total impaired loans	3,364		0		0		3,364

Other real estate owned (1)	5,004		0		0		5,004

Total	$	94,560	$	3,851	$	82,341	$	8,368


Description of Liabilities	December 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Junior subordinated debt (2)	$	10,924	$	0	$	0	$	10,924
Total	$	10,924	$	0	$	0	$	10,924

(1)Nonrecurring

(2)Recurring

The following table presents quantitative information about Level 3 fair value measurements for the Company's assets measured at fair value on a non-recurring basis at December 31, 2020 (in 000's).

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December 31, 2020

Financial Instrument

Fair Value

Valuation Technique

Unobservable Input

Adjustment Percentage

Impaired Loans:

RE construction & development

$3,364

Fair Value of Collateral Method for Collateral Dependent Loans

Adjustment for difference between appraised value and net realizable value

7.02%

Other real estate owned

$5,004

Fair Value of Collateral Method for Collateral Dependent Loans

Adjustment for difference between appraised value and net realizable value

13.69%

The following table provides a description of the valuation technique, unobservable input, and qualitative information about the unobservable inputs for the Company’s assets and liabilities classified as Level 3 and measured at fair value on a recurring basis at ~~March 31,~~June 30, 2021 and December 31, 2020:

March 31, 2021

December 31, 2020

June 30, 2021

December 31, 2020

Financial Instrument

Valuation Technique

Unobservable Input

Weighted Average

Financial Instrument

Valuation Technique

Unobservable Input

Weighted Average

Financial Instrument

Valuation Technique

Unobservable Input

Weighted Average

Financial Instrument

Valuation Technique

Unobservable Input

Weighted Average

Junior Subordinated Debt

Discounted cash flow

Market credit risk adjusted spreads

4.31%

Junior Subordinated Debt

Discounted cash flow

Market credit risk adjusted spreads

3.57%

Junior Subordinated Debt

Discounted cash flow

Market credit risk adjusted spreads

3.84%

Junior Subordinated Debt

Discounted cash flow

Market credit risk adjusted spreads

3.57%

Management believes that the credit risk adjusted spread utilized in the fair value measurement of the junior subordinated debentures carried at fair value is indicative of the nonperformance risk premium a willing market participant would require under current market conditions, that is, the inactive market. Management attributes the change in fair value of the junior subordinated debentures during the period to market changes in the nonperformance expectations and pricing of this type of debt. Generally, an increase in the credit risk adjusted spread and/or a decrease in the three month LIBOR swap curve will result in positive fair value adjustments (and decrease the fair value measurement). Conversely, a decrease in the credit risk adjusted spread and/or an increase in the three month LIBOR swap curve will result in negative fair value adjustments (and increase the fair value measurement). The decrease in discount rate between the periods ended ~~March 31,~~June 30, 2021 and December 31, 2020 is primarily due to decreases in rates for similar debt instruments.

The following tables provide a reconciliation of assets and liabilities at fair value using significant unobservable inputs (Level 3) on a recurring basis during the quarters ended ~~March 31,~~June 30, 2021 and 2020 (in 000’s):


		Three Months Ended March 31, 2021		Three Months Ended March 31, 2020			Three Months Ended June 30, 2021		Three Months Ended June 30, 2020		Six Months Ended June 30, 2021		Six Months Ended June 30, 2020
Reconciliation of Liabilities:	Reconciliation of Liabilities:	Junior Subordinated Debt		Junior Subordinated Debt		Reconciliation of Liabilities:	Junior Subordinated Debt		Junior Subordinated Debt		Junior Subordinated Debt		Junior Subordinated Debt
Beginning balance	Beginning balance	$	10,924	$	10,808	Beginning balance	$	10,983	$	8,546	$	10,924	$	10,808
Gross loss (gain) included in earnings		1,033		(1,498)
Gross gain related to changes in instrument specific credit risk		(972)		(755)
Gross (gain) loss included in earnings						Gross (gain) loss included in earnings	(377)		30		656		(1,469)
Gross loss (gain) related to changes in instrument specific credit risk						Gross loss (gain) related to changes in instrument specific credit risk	647		1,208		(325)		453
Change in accrued interest	Change in accrued interest	(2)		(9)		Change in accrued interest	0		(13)		(2)		(21)
Ending balance	Ending balance	$	10,983	$	8,546	Ending balance	$	11,253	$	9,771	$	11,253	$	9,771
The amount of total loss (gain) for the period included in earnings attributable to the change in unrealized gains or losses relating to liabilities still held at the reporting date		$	1,033	$	(1,498)
The amount of total (gain) loss for the period included in earnings attributable to the change in unrealized gains or losses relating to liabilities still held at the reporting date						The amount of total (gain) loss for the period included in earnings attributable to the change in unrealized gains or losses relating to liabilities still held at the reporting date	$	(377)	$	30	$	656	$	(1,469)

14.Goodwill and Intangible Assets

Table of Content

At ~~March 31,~~June 30, 2021, the Company had goodwill in the amount of $4,488,000 in connection with various business combinations and purchases. This amount was unchanged from the balance of $4,488,000 at December 31, 2020. While goodwill is not amortized, the Company does conduct periodic impairment analysis on goodwill at least annually or more often as conditions require. The Company performed its analysis of goodwill impairment and concluded goodwill was not impaired as of December 31, 2020 with no material events occurring through the ~~period~~three and six month periods ended ~~March 31,~~June 30, 2021.

~~Table of Content~~

15.Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income, included in shareholders’ equity, are as follows:


		March 31, 2021						December 31, 2020							June 30, 2021						December 31, 2020
(in 000's)	(in 000's)	Net unrealized gain (loss) on available for sale securities		Unfunded status of the supplemental retirement plans		Net unrealized (loss) gain on junior subordinated debentures		Net unrealized (loss) gain on available for sale securities		Unfunded status of the supplemental retirement plans		Net unrealized gain (loss) on junior subordinated debentures		(in 000's)	Net unrealized gain (loss) on available for sale securities		Unfunded status of the supplemental retirement plans		Net unrealized (loss) gain on junior subordinated debentures		Net unrealized (loss) gain on available for sale securities		Unfunded status of the supplemental retirement plans		Net unrealized gain (loss) on junior subordinated debentures
Beginning balance	Beginning balance	$	630	$	(770)	$	(588)	$	(175)	$	(675)	$	218	Beginning balance	$	630	$	(770)	$	(588)	$	(175)	$	(675)	$	218
Current period comprehensive (loss) income	Current period comprehensive (loss) income	(757)		17		685		805		(95)		(806)		Current period comprehensive (loss) income	(174)		35		229		805		(95)		(806)
Ending balance	Ending balance	$	(127)	$	(753)	$	97	$	630	$	(770)	$	(588)	Ending balance	$	456	$	(735)	$	(359)	$	630	$	(770)	$	(588)
Accumulated other comprehensive loss	Accumulated other comprehensive loss					$	(783)					$	(728)	Accumulated other comprehensive loss					$	(638)					$	(728)

16.Investment in York Monterey Properties

As of ~~March 31,~~June 30, 2021, the Bank's investment in York Monterey Properties Inc. totaled ~~$4,714,000.~~$4,699,000. York Monterey Properties Inc. is included within the consolidated financial statements of the Company, with $4,582,000 of the total investment recognized within the balance of other real estate owned on the consolidated balance sheets.

17.Commitments and Contingent Liabilities

Financial Instruments with Off-Balance Sheet Risk: The Company is party to financial instruments with off-balance sheet risk which arise in the normal course of business. These instruments may contain elements of credit risk, interest rate risk and liquidity risk, and include commitments to extend credit and standby letters of credit. The credit risk associated with these instruments is essentially the same as that involved in extending credit to customers and is represented by the contractual amount indicated in the table below:


		Contractual Amount					Contractual Amount
(In thousands)	(In thousands)	March 31, 2021		December 31, 2020		(In thousands)	June 30, 2021		December 31, 2020
Commitments to extend credit	Commitments to extend credit	$	222,343	$	216,799	Commitments to extend credit	$	192,518	$	216,799
Standby letters of credit	Standby letters of credit	$	3,543	$	3,668	Standby letters of credit	$	465	$	3,668

Commitments to extend credit are agreements to lend to a customer, as long as there is no violation of any condition established in the contract. Substantially all of these commitments are at floating interest rates based on the Prime rate, and most have fixed expiration dates. The Company evaluates each customer's creditworthiness on a case-by-case basis, and the amount of collateral obtained, if deemed necessary, is based on management's credit evaluation. Collateral held varies but includes accounts receivable, inventory, leases, property, plant and equipment, residential real estate, and income-producing properties. Many of the commitments are expected to expire without being drawn upon and, as a result, the total commitment amounts do not necessarily represent future cash requirements of the Company.

Standby letters of credit are generally unsecured and are issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company’s letters of credit are short-term guarantees and generally have terms from less than one month to approximately 3 years. At ~~March 31,~~June 30, 2021, the maximum potential amount of future undiscounted payments the Company could be required to make under outstanding standby letters of credit totaled ~~$3,543,000.~~

During the first quarter of 2021, the Company entered into a firm commitment to purchase $108,035,000 in 30 year residential mortgage loans. The purchase is expected to close during the second quarter of 2021. The credit metrics for the pool are consistent with pools purchased by the Company over the last few years.

$465,000.

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In the ordinary course of business, the Company becomes involved in litigation arising out of its normal business activities. Management, after consultation with legal counsel, believes that the ultimate liability, if any, resulting from the disposition of such claims would not be material to the financial position of the Company.

18.Subsequent Events

Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Nonrecognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. Management has reviewed events occurring through the date the consolidated financial statements were issued and have identified no subsequent events requiring disclosure.

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

Overview

Certain matters discussed or incorporated by reference in this Quarterly Report of Form 10-Q are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Such risks and uncertainties include, but are not limited to, those described in Management’s Discussion and Analysis of Financial Condition and Results of Operations. Such risks and uncertainties include, but are not limited to, the following factors: i) the effects of the COVID-19 pandemic, including the effects of the steps being taken to address the pandemic and their impact on the Company’s market and employees; ii) Severe weather or natural disasters, such as wildfires, earthquakes, drought, or flood; iii) competitive pressures in the banking industry and changes in the regulatory environment; iv) exposure to changes in the interest rate environment and the resulting impact on the Company’s interest rate sensitive assets and liabilities; v) decline in the health of the economy nationally or regionally which could reduce the demand for loans or reduce the value of real estate collateral securing most of the Company’s loans; vi) credit quality deterioration that could cause an increase in the provision for loan losses; vii) Asset/Liability matching risks and liquidity risks; viii) volatility and devaluation in the securities markets, ix) potential impairment of goodwill and other intangible assets, and x) technology implementation problems and information security breaches. Therefore, the information set forth therein should be carefully considered when evaluating the business prospects of the Company. For additional information concerning risks and uncertainties related to the Company and its operations, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

United Security Bancshares (the “Company” or “Holding Company") is a California corporation incorporated during March of 2001 and is registered with the Board of Governors of the Federal Reserve System as a bank holding company under the Bank Holding Company Act of 1956, as amended. United Security Bank (the “Bank”) is a wholly-owned bank subsidiary of the Company and was formed in 1987. York Monterey Properties ("YMP") is a wholly-owned subsidiary of the Bank and was formed in 2020. References to the Bank are to United Security Bank, while references to the Holding Company are to the parent only, United Security Bancshares. The Company currently has twelve banking branches, which provide financial services in Fresno, Madera, Kern, and Santa Clara counties in the state of California.

Trends Affecting Results of Operations and Financial Position

The Company’s overall operations are impacted by a number of factors, including not only interest rates and margin spreads, which impact the results of operations, but also the composition of the Company’s balance sheet. One of the primary strategic goals of the Company is to maintain a mix of assets that will generate a reasonable rate of return without undue risk, and to finance those assets with a low-cost and stable source of funds. Liquidity and capital resources must also be considered in the planning process to mitigate risk and allow for growth.

Since the Bank primarily conducts banking operations in California’s Central Valley, its operations and cash flows are subject to changes in the economic condition of the Central Valley. ~~Our business~~Business results are dependent in large part upon the business activity, population, income levels, deposits and real estate activity in the Central Valley, and declines in economic conditions can have adverse material effects upon the Bank. In addition, the Central Valley remains largely dependent on agriculture. A downturn in agriculture and agricultural related business could indirectly and adversely affect the Company as many borrowers and customers are involved in, or are impacted to some extent, by the agricultural industry. While a great number of ~~our~~the bank's borrowers are not directly involved in agriculture, they would likely be impacted by difficulties in the agricultural industry since many jobs in our market areas are ancillary to the regular production, processing, marketing and sale of agricultural commodities. The state of California ~~has experienced recent~~is experiencing a severe drought and ~~ongoing droughts.~~water allocations have been significantly reduced for farmers in the Central Valley. Due to these water issues the impact on businesses and consumers located in the Company's market areas is not possible to quantify. In response the California state legislature passed the Sustainable Groundwater Management Act with the purpose to ensure better local and regional management of groundwater use and sustainable groundwater management in California by 2042. The local districts began to develop, prepare, and begin implementation of the Groundwater Sustainability Plans in 2020. The effect of such plans to Central Valley agriculture, if any, is still unknown.

COVID-19

The COVID-19 pandemic has impacted the local economy in the Central Valley. Federal, State and local shelter-in-place recommendations were enacted in our markets in March 2020 causing many businesses to close and workers to be furloughed or lose jobs. Essential purpose entities such as medical professionals, food and agricultural businesses, and transportation and logistical businesses were exempted from the closures; however, unemployment rates have increased in our local market area. As of ~~February~~May 2021, the unemployment rate in Fresno County was ~~9.9%~~8.8%. Congress, the President, and the Federal Reserve have

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~~have~~ taken several actions designed to cushion the economic fallout. Most notably, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law at the end of March 2020 as a $2 trillion legislative package, the Consolidated Appropriations Act, 2021 was signed into law at the end of December 2020 as a $900 billion legislative package, and the American Rescue Plan was signed into law in March 2021 providing an additional $1.9 trillion of relief. In February 2021, the California Legislature passed a $7.6 billion stimulus package to provide relief to Californians and business impacted by the pandemic. The goal of the CARES Act, Consolidated Appropriations Act, and American Rescue Plan, were to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The package also includes extensive emergency funding for hospitals and providers. In addition to the general impact of COVID-19, certain provisions of recent legislative and regulatory relief efforts may have a material impact on our operations. While it is not possible to know the full universe or extent of these impacts as of the date this filing, we are disclosing potentially material items of which we are aware.

Financial position and results of operations

Pertaining to the Company's ~~March 31,~~June 30, 2021 financial condition and results of operations, COVID-19 has had an impact on the allowance for credit losses. While the Company has not yet experienced any charge-offs related to COVID-19, its allowance for credit loss calculation and resulting provision for credit losses are significantly impacted by changes in economic conditions resulting from significant increase in unemployment. Although economic scenarios improved since the pandemic was declared in March 2020, the credit risk in the loan portfolio remains heightened resulting in the need for an additional reserve for credit loss. Refer to the discussion of the allowance for credit loss in Note 3 of the unaudited financial statements as well as further discussion later on in MD&A. Should economic conditions worsen, the Company could experience further increases in its required allowance for credit loss and record additional provision expense.

The Company's interest income could be reduced due to COVID-19. In keeping with guidance from regulators, the Company is actively working with COVID-19 affected borrowers to defer their payments, interest, and fees. Interest and fees will still accrue to income pursuant to normal GAAP accounting policies. Should eventual credit losses on these deferred payments emerge, interest income and fees accrued would need to be reversed. In such a scenario, interest income in future periods could be negatively impacted. At this time, the Company is unable to project the materiality of such an impact, but recognizes the breadth of the economic impact may affect its borrowers’ ability to repay in future periods.

Capital and liquidity

As of ~~March 31,~~June 30, 2021, the Company and Bank's capital ratios were in excess of all regulatory requirements. The Company's management team believes that while the Company and Bank have sufficient capital to withstand anongoing economic ~~recession~~weakness brought about by COVID-19, its reported and regulatory capital ratios could be adversely impacted by further credit losses. The Company relies on cash on hand as well as dividends from the Bank to service its debt. If the Bank is unable to pay dividends for an extended period of time, the Company may not be able to service its debt.

The Company maintains access to multiple sources of liquidity. If an extended ~~recession~~economic weakness caused large numbers of its deposit customers to withdraw their funds, it might become more reliant on volatile or more expensive sources of funding. Wholesale funding markets are available to the Company.

Asset valuation

Currently, the Company does not expect COVID-19 to affect its ability to account timely for the assets on the balance sheet; however, this could change in future periods. While certain valuation assumptions and judgments will change to account for pandemic-related circumstances such as widening credit spreads, the Company does not anticipate significant changes in methodology used to determine the fair value of assets measured in accordance with GAAP.

~~The Company's stock closed below book value at the end of the first three quarters of 2020. Management deemed the decline in stock price~~Processes, controls and the COVID-19 related economic downturn to be a triggering event to perform a qualitative assessment for goodwill impairment for the first three quarters of 2020. Management engaged a third party valuation specialist to assist with the performance of the quantitative goodwill impairment test as of the fourth quarter 2020. Based on this quantitative test, it was determined that the fair value of the reporting unit exceeded the carrying value as of December 31, 2020, therefore, there was no impairment of goodwill recorded. As of March 31, 2021, the Company's stock price has recovered and goodwill was not measured for impairment. The impact of COVID-19 could cause a further and sustained decline in the Company's stock price which could cause the Company to re-perform a goodwill impairment test and that could result in an impairment charge being recorded for that period. In the event that all or a portion of goodwill is impaired, a non-cash charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital or regulatory capital. At March 31, 2021, the Company had goodwill of $4,488,000, representing approximately 3.8% of equity.business continuity plan

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P~~rocesses, controls and business continuity plan~~

The Company maintains a Business Continuity Plan to prepare, and respond to unforeseen circumstances, such as, natural disasters and pandemics. Upon the COVID-19 pandemic declaration, the Company invoked its Business Continuity Plan. The Company implemented protocols for team member safety, provided timely communication to team members and customers, established remote work capabilities to isolate certain personnel essential to critical business continuity operations, and initiated strategies for monitoring and responding to local COVID-19 impacts. Due to the nature of their functions, many team members continue to operate from physical Company locations, while effectively employing social distancing ~~standards.~~standards where deemed necessary. The Company's Management Team continues to meet regularly to anticipate and respond to any future COVID-19 interruptions or developments. As of ~~March 31,~~June 30, 2021, the Company does not anticipate significant challenges to its ability to maintain its systems and controls in light of the measures it has taken to prevent the spread of COVID-19. The Company does not currently face any material resource constraint through the implementation of its business continuity plans.

Lending operations and accommodations to borrowers

In keeping with regulatory guidance to work with borrowers during this unprecedented situation, the Company has executed a payment deferral program for our commercial lending clients that are adversely affected by the pandemic. Depending on the demonstrated need of the client, the Company is deferring either the full loan payment or the principal component of the loan payment for up to six months. During 2020, the Company had executed 23 payment deferrals or modifications on outstanding loan balances of $69,814,000 in connection with the COVID-19 relief provided by the CARES Act and interagency guidance issued in March 2020. The Company has not recognized any losses on the loan modifications and as of ~~March 31,~~June 30, 2021, there were no modifications outstanding.

The Company participated in the first and second draw of the Paycheck Protection Program ("PPP"), administered by the SBA. The first PPP ~~program~~draw ended on August 8, ~~2020.~~2020, the second draw and PPP program ended May 31, 2021. PPP loans earn interest at 1% and have either a two or five year term. In addition to interest, the Company receives a processing fee ranging from 3%-5% of the loan balance for each PPP loan. The Company believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. As of ~~March 31,~~June 30, 2021, there were ~~over 100~~111 outstanding SBA PPP loans representing ~~$13,194,000~~$12,172,000 in balances.

The Company is working with customers directly affected by COVID-19. The Company ~~is prepared~~has provided and continues to offer short-term assistance in accordance with regulatory guidelines. As a result of the current economic environment, the Company is engaging in more frequent communication with borrowers to better understand their situation and the challenges faced, allowing it to respond proactively as needs and issues arise. The Company is engaging in more frequent communication with the servicer and individual schools participating in the student loan portfolio to better understand the effects of COVID-19 on school closures and students in school or in clinical programs. It is possible that the Company’s asset quality measures could worsen at future measurement periods if the effects of COVID-19 are prolonged.

The Company continually evaluates its strategic business plan as economic and market factors change in its market area. The Company may see a short-term slowdown in new loan originations due to COVID-19. Balance sheet management, enhancing revenue sources, and maintaining market share will continue to be of primary importance during 2021 and beyond.

Results of Operations

On a year-to-date basis, the Company reported net income of ~~$1,411,000~~$4,115,000 or ~~$0.08~~$0.24 per share ($~~0.08~~0.24 diluted), for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, as compared to ~~$2,754,000,~~$4,768,000, or ~~$0.16~~$0.28 per share ($~~0.16~~0.28 diluted), for the same period in 2020. The Company’s return on average assets was ~~0.51%~~0.71% for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, as compared to ~~1.16%~~0.98% for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020. The Company’s return on average equity was ~~4.82%~~7.00% for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, as compared to ~~9.37%~~8.09% for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020. The decrease is primarily the result of the change in LIBOR rates between periods, causing a ~~$1,033,000~~$656,000 loss for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021 on the fair value of junior subordinated debentures, compared to a ~~$1,498,000~~$1,469,000 gain for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020.

Net Interest Income

The following tables present condensed average balance sheet information, together with interest income and yields earned on average interest earning assets, and interest expense and rates paid on average interest-bearing liabilities for the three and six month periods ended ~~March 31,~~June 30, 2021 and 2020.

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Table 1. Distribution of Average Assets, Liabilities and Shareholders’ Equity:

Interest rates and Interest Differentials

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Three Months Ended ~~March 31,~~June 30, 2021 and 2020


				2021						2020							2021						2020
(dollars in thousands)	(dollars in thousands)	Average Balance		Interest		Yield/Rate (2)		Average Balance		Interest		Yield/Rate (2)		(dollars in thousands)	Average Balance		Interest		Yield/Rate (2)		Average Balance		Interest		Yield/Rate (2)

Assets:	Assets:																		Assets:
Interest-earning assets:	Interest-earning assets:													Interest-earning assets:
Loans (1)	Loans (1)	$	669,723	$	8,071	4.89	%	$	603,060	$	8,346	5.57	%	Loans (1)	$	762,090	$	8,708	4.58	%	$	636,840	$	7,849	4.96	%
Investment securities (3)	Investment securities (3)	103,236		387		1.52	%	82,101		428		2.10	%	Investment securities (3)	164,908		654		1.59	%	97,209		356		1.47	%

Interest-bearing deposits in FRB	Interest-bearing deposits in FRB	258,918		61		0.10	%	178,748		567		1.28	%	Interest-bearing deposits in FRB	180,061		42		0.09	%	182,755		38		0.08	%
Total interest-earning assets	Total interest-earning assets	1,031,877		$	8,519	3.35	%	863,909		$	9,341	4.35	%	Total interest-earning assets	1,107,059		$	9,404	3.41	%	916,804		$	8,243	3.62	%
Allowance for credit losses	Allowance for credit losses	(8,507)						(7,905)						Allowance for credit losses	(8,552)						(9,124)
Noninterest-earning assets:	Noninterest-earning assets:													Noninterest-earning assets:
Cash and due from banks	Cash and due from banks	41,650						29,282						Cash and due from banks	48,415						28,432
Premises and equipment, net	Premises and equipment, net	9,040						9,363						Premises and equipment, net	8,950						9,540
Accrued interest receivable	Accrued interest receivable	7,677						7,494						Accrued interest receivable	7,949						8,122
Other real estate owned	Other real estate owned	5,074						6,628						Other real estate owned	4,965						5,969
Other assets	Other assets	43,924						44,953						Other assets	54,488						46,562
Total average assets	Total average assets	$	1,130,735					$	953,724					Total average assets	$	1,223,274					$	1,006,305
Liabilities and Shareholders' Equity:	Liabilities and Shareholders' Equity:													Liabilities and Shareholders' Equity:
Interest-bearing liabilities:	Interest-bearing liabilities:													Interest-bearing liabilities:
NOW accounts	NOW accounts	$	150,046	$	55	0.15	%	$	111,459	$	40	0.14	%	NOW accounts	$	160,053	$	60	0.15	%	$	117,069	$	35	0.12	%
Money market accounts	Money market accounts	264,696		230		0.35	%	245,425		428		0.70	%	Money market accounts	307,374		273		0.36	%	250,558		238		0.38	%
Savings accounts	Savings accounts	101,125		28		0.11	%	81,301		32		0.16	%	Savings accounts	107,024		29		0.11	%	86,157		24		0.11	%
Time deposits	Time deposits	62,646		114		0.74	%	62,841		164		1.05	%	Time deposits	62,993		106		0.67	%	62,487		150		0.97	%

Junior subordinated debentures	Junior subordinated debentures	10,896		46		1.71	%	10,714		97		3.64	%	Junior subordinated debentures	10,961		45		1.65	%	8,494		83		3.93	%
Total interest-bearing liabilities	Total interest-bearing liabilities	589,409		$	473	0.33	%	511,740		$	761	0.60	%	Total interest-bearing liabilities	648,405		$	513	0.32	%	524,765		$	530	0.41	%
Noninterest-bearing liabilities:	Noninterest-bearing liabilities:													Noninterest-bearing liabilities:
Noninterest-bearing checking	Noninterest-bearing checking	412,455						314,389						Noninterest-bearing checking	446,352						352,309
Accrued interest payable	Accrued interest payable	93						152						Accrued interest payable	107						101
Other liabilities	Other liabilities	9,821						9,527						Other liabilities	9,550						10,019
Total liabilities	Total liabilities	1,011,778						835,808						Total liabilities	1,104,414						887,194

Total shareholders' equity	Total shareholders' equity	118,957						117,916						Total shareholders' equity	118,860						119,111
Total average liabilities and shareholders' equity	Total average liabilities and shareholders' equity	$	1,130,735					$	953,724					Total average liabilities and shareholders' equity	$	1,223,274					$	1,006,305
Interest income as a percentage of average earning assets	Interest income as a percentage of average earning assets					3.35	%					4.35	%	Interest income as a percentage of average earning assets					3.41	%					3.62	%
Interest expense as a percentage of average earning assets	Interest expense as a percentage of average earning assets					0.19	%					0.35	%	Interest expense as a percentage of average earning assets					0.19	%					0.23	%
Net interest margin	Net interest margin					3.16	%					4.00	%	Net interest margin					3.22	%					3.39	%

(1)Loan amounts include nonaccrual loans, but the related interest income has been included only if collected for the period prior to the loan being placed on a nonaccrual basis. Loan interest costs includes loan fee income of approximately ~~$537~~$290 for the three months ended ~~March 31,~~June 30, 2021 and loan fee income of ~~$184~~$58 for the three months ended ~~March 31,~~June 30, 2020.

(2)Interest income/expense is divided by actual number of days in the period times 365 days (366 days for 2020) in the yield calculation.

(3)Yields on investments securities, aside from marketable equity securities, are calculated based on average amortized cost balances rather than fair value, as changes in fair value are reflected as a component of shareholders' equity.

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Table 1. Distribution of Average Assets, Liabilities and Shareholders’ Equity:

Interest rates and Interest Differentials

Six Months Ended June 30, 2021 and 2020


			2021						2020
(dollars in thousands)	Average Balance		Interest		Yield/Rate (2)		Average Balance		Interest		Yield/Rate (2)

Assets:
Interest-earning assets:
Loans (1)	$	716,162	$	16,779	4.72	%	$	619,950	$	16,348	5.30	%
Investment securities (3)	134,243		1,041		1.56	%	89,655		784		1.76	%

Interest-bearing deposits in FRB	219,272		104		0.10	%	180,751		605		0.67	%
Total interest-earning assets	1,069,677		$	17,924	3.38	%	890,356		$	17,737	4.01	%
Allowance for credit losses	(8,535)						(7,905)
Noninterest-earning assets:
Cash and due from banks	45,051						28,857
Premises and equipment, net	8,995						9,452
Accrued interest receivable	7,814						7,808
Other real estate owned	5,019						6,452
Other assets	49,239						45,585
Total average assets	$	1,177,260					$	980,605
Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
NOW accounts	$	155,077	$	115	0.15	%	$	114,264	$	75	0.13	%
Money market accounts	286,153		503		0.35	%	247,992		666		0.54	%
Savings accounts	104,090		57		0.11	%	83,729		56		0.13	%
Time deposits	62,821		220		0.71	%	62,663		314		1.01	%

Junior subordinated debentures	10,929		92		1.70	%	9,605		180		3.77	%
Total interest-bearing liabilities	619,070		$	987	0.32	%	518,253		$	1,291	0.50	%
Noninterest-bearing liabilities:
Noninterest-bearing checking	429,513						333,330
Accrued interest payable	100						126
Other liabilities	9,673						9,773
Total liabilities	1,058,356						861,482

Total shareholders' equity	118,904						118,513
Total average liabilities and shareholders' equity	$	1,177,260					$	979,995
Interest income as a percentage of average earning assets					3.38	%					4.01	%
Interest expense as a percentage of average earning assets					0.19	%					0.29	%
Net interest margin					3.19	%					3.72	%

(1)Loan amounts include nonaccrual loans, but the related interest income has been included only if collected for the period prior to the loan being placed on a nonaccrual basis. Loan interest costs includes loan fee income of approximately $936 for the six months ended June 30, 2021 and loan fee income of $89 for thesix months ended June 30, 2020.

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(2)Interest income/expense is divided by actual number of days in the period times 365 days (366 days for 2020) in the yield calculation.

The prime rate remained unchanged at 3.25% between ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2021. Future increases or decreases will affect both interest income and expense and the resultant net interest margin.

Both the Company's net interest income and net interest margin are affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as "volume change." Both are also affected by changes in yields on interest-earning assets and rates paid on interest-bearing liabilities, referred to as "rate change." The following table sets forth the changes in interest income and interest expense for each major category of interest-earning asset and interest-bearing liability, and the amount of change attributable to volume and rate changes for the periods indicated.

Table 2. Rate and Volume Analysis


		Increase (decrease) for the three months ended							Increase (decrease) for the three months ended
		March 31, 2021 compared to March 31, 2020							June 30, 2021 compared to June 30, 2020
(in 000's)	(in 000's)	Total		Rate		Volume		(in 000's)	Total		Rate		Volume
Increase (decrease) in interest income:	Increase (decrease) in interest income:							Increase (decrease) in interest income:
Loans	Loans	$	(275)	$	(1,091)	$	816	Loans	$	859	$	(618)	$	1,477
Investment securities available for sale	Investment securities available for sale	(41)		(134)		93		Investment securities available for sale	298		33		265

Interest-bearing deposits in FRB	Interest-bearing deposits in FRB	(506)		(448)		(58)		Interest-bearing deposits in FRB	4		5		(1)
Total interest income	Total interest income	(822)		(1,673)		851		Total interest income	1,161		(580)		1,741
Increase (decrease) in interest expense:	Increase (decrease) in interest expense:							Increase (decrease) in interest expense:
Interest-bearing demand accounts	Interest-bearing demand accounts	(183)		(249)		66		Interest-bearing demand accounts	60		(11)		71
Savings and money market accounts	Savings and money market accounts	(4)		(11)		7		Savings and money market accounts	5		(1)		6
Time deposits	Time deposits	(50)		(49)		(1)		Time deposits	(44)		(45)		1

Subordinated debentures	Subordinated debentures	(51)		(53)		2		Subordinated debentures	(38)		(57)		19
Total interest expense	Total interest expense	(288)		(362)		74		Total interest expense	(17)		(114)		97
Increase (decrease) in net interest income	Increase (decrease) in net interest income	$	(534)	$	(1,311)	$	777	Increase (decrease) in net interest income	$	1,178	$	(466)	$	1,644

For the three months ended ~~March 31,~~June 30, 2021, total interest income ~~decreased $974,000,~~increased $1,161,000, or ~~10.26%~~14.08%, as compared to the three months ended ~~March 31,~~June 30, 2020. In comparing the two periods, average interest earning assets increased ~~$167,968,000,~~$190,255,000, with an increase of ~~$66,663,000~~$125,250,000 in loan balances, an increase of ~~$21,135,000~~$67,699,000 in investment securities, and an ~~increase~~decrease of ~~$80,170,000~~$2,694,000 in balances held at the Federal Reserve Bank. The increase in average loan balances was driven by purchases of $145,717,000 in residential mortgage loans. Investment securities yields ~~decreased 58~~increased 12 basis points and loan yields decreased 6838 basis points. The average yield on total interest-earning assets decreased ~~100~~21 basis points. The decrease in yields are a result of repricing of variable rate loans, floating rate investment securities, and the low interest environment of interest-bearing deposits in ~~FRB at lower rates.~~FRB. Interest-bearing deposits in FRB are the Company's lowest-yielding interest-earning asset and comprises ~~25%~~16% of the average earning assets for ~~period~~three months ended ~~March 31,~~June 30, 2021.

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	Increase (decrease) for the six months ended
	June 30, 2021 compared to June 30, 2020
(in 000's)	Total		Rate		Volume
Increase (decrease) in interest income:
Loans	$	431	$	(1,916)	$	2,347
Investment securities available for sale	257		(92)		349

Interest-bearing deposits in FRB	(501)		(497)		(4)
Total interest income	187		(2,505)		2,692
Increase (decrease) in interest expense:
Interest-bearing demand accounts	(123)		(262)		139
Savings and money market accounts	1		(11)		12
Time deposits	(94)		(95)		1

Subordinated debentures	(88)		(110)		22
Total interest expense	(304)		(478)		174
Increase (decrease) in net interest income	$	491	$	(2,027)	$	2,518

For the six months ended June 30, 2021, total interest income increased $187,000, or 1.05%, as compared to the six months ended June 30, 2020. In comparing the two periods, average interest earning assets increased $179,321,000, with an increase of $96,212,000 in loan balances, an increase of $44,588,000 in investment securities, and an increase of $38,521,000 in balances held at the Federal Reserve Bank. Investment securities yields decreased 20 basis points and loan yields decreased 58 basis points. The average yield on total interest-earning assets decreased 63 basis points. The changes in yields are a result of the lower rate environment. Included in interest income for six months ended June 30, 2021 were $544,000 in fees related to SBA PPP loans. Interest-bearing deposits in FRB are the Company's lowest-yielding interest-earning asset and comprises 20% of the average earning assets for six months ended June 30, 2021.

The overall average yield on the loan portfolio decreased to ~~4.89%~~4.72% for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, as compared to ~~5.57%~~5.30% for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020. The Company has sought to mitigate the low-interest rate environment with loan floors included in new and renewed loans when practical. At ~~March 31,~~June 30, 2021, ~~61.9%~~51.1% of the Company's loan portfolio consisted of floating rate instruments, as compared to 60.8% of the portfolio at December 31, 2020, with the majority of those tied to the prime rate. Approximately ~~45.5%~~46.3%, or ~~$190,374,000,~~$199,052,000, of the floating rate loans had rate floors at ~~March 31,~~June 30, 2021, making them effectively fixed-rate loans for certain decreases in interest rates. Loan balances totaling ~~$23,707,000~~$28,085,000 have floor spreads of 100 basis points or more.

The Company’s net interest margin decreased to ~~3.16%~~3.19% for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, when compared to ~~4.00%~~3.72% for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020. The net interest margin decreased primarily as a result of decreases in the ~~yields~~yield on ~~average earnings assets.~~the loan portfolio.

The Company’s disciplined deposit pricing efforts have helped keep the Company's cost of funds low. The rates paid on interest-bearing liabilities decreased to ~~0.33%~~0.32% for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, as compared to ~~0.60%~~0.50% for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020. For the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, total interest expense decreased approximately ~~$288,000,~~$304,000, or ~~37.84%~~23.55%, as compared to the ~~quarter~~six months ended ~~March 31,~~June 30, 2020. Between those two periods, average interest-bearing liabilities

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increased by ~~$77,669,000~~$100,817,000 due to increases in NOW, money market, and savings accounts. While the Company may utilize brokered deposits as an additional source of funding, the Company held no brokered deposits at ~~March 31,~~June 30, 2021.

Table 3. Interest-Earning Assets and Liabilities

The following table summarizes the year-to-date averages of the components of interest-earning assets as a percentage of total interest-earning assets and the components of interest-bearing liabilities as a percentage of total interest-bearing liabilities:

YTD Average
3/31/2021 YTD Average
12/31/20 YTD Average
3/31/2020
Loans 64.91% 67.51% 69.81%
Investment securities available for sale 10.00% 9.57% 9.50%
Interest-bearing deposits in FRB 25.09% 22.92% 20.69%
Total interest-earning assets 100.00% 100.00% 100.00%
NOW accounts 25.46% 23.12% 21.78%
Money market accounts 44.91% 47.32% 47.96%
Savings accounts 17.16% 16.23% 15.89%
Time deposits 10.63% 11.54% 12.28%
Subordinated debentures 1.84% 1.79% 2.09%
Total interest-bearing liabilities 100.00% 100.00% 100.00%

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	YTD Average 6/30/2021	YTD Average 12/31/20	YTD Average 6/30/2020
Loans	66.96%	67.51%	69.64%
Investment securities available for sale	12.55%	9.57%	10.07%
Interest-bearing deposits in FRB	20.49%	22.92%	20.29%
Total interest-earning assets	100.00%	100.00%	100.00%

NOW accounts	25.05%	23.12%	22.05%
Money market accounts	46.22%	47.32%	47.85%
Savings accounts	16.81%	16.23%	16.16%
Time deposits	10.15%	11.54%	12.09%

Subordinated debentures	1.77%	1.79%	1.85%
Total interest-bearing liabilities	100.00%	100.00%	100.00%

Noninterest Income

Table 4. Changes in Noninterest Income

The following tables sets forth the amount and percentage changes in the categories presented for the three and six month periods ended ~~March 31,~~June 30, 2021 and 2020:


(in 000's)	(in 000's)	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020		Amount of Change		Percent Change		(in 000's)	Three Months Ended June 30, 2021		Three Months Ended June 30, 2020		Amount of Change		Percent Change
Customer service fees	Customer service fees	$	656	728		$	(72)	(9.89)	%	Customer service fees	$	692	618		$	74	11.97	%
Increase in cash surrender value of bank-owned life insurance	Increase in cash surrender value of bank-owned life insurance	132		131		1		0.76	%	Increase in cash surrender value of bank-owned life insurance	138		127		11		8.66	%
Unrealized (loss) gain on fair value of marketable equity securities		(60)		15		(75)		(500.00)	%

(Loss) gain on fair value of junior subordinated debentures		(1,033)		1,498		(2,531)		(168.96)	%
Unrealized gain on fair value of marketable equity securities										Unrealized gain on fair value of marketable equity securities	—		71		(71)		(100.00)	%
Gain on death benefit proceeds from bank-owned life insurance										Gain on death benefit proceeds from bank-owned life insurance	—		310		(310)		(100)	%
Gain (loss) on fair value of junior subordinated debentures										Gain (loss) on fair value of junior subordinated debentures	377		(30)		407		(1,356.67)	%

Gain on sale of assets		13		—		13		100.00	%

Other	Other	133		208		(75)		(36.06)	%	Other	115		118		(3)		(2.54)	%
Total noninterest (loss) income		$	(159)	$	2,580	$	(2,739)	(106.16)	%
Total noninterest income										Total noninterest income	$	1,322	$	1,214	$	108	8.90	%

Noninterest income for the quarter ended ~~March 31,~~June 30, 2021 ~~decreased $2,739,000~~increased $108,000 to ~~a $159,000 loss~~$1,322,000 when compared to the quarter ended ~~March 31,~~June 30, 2020. The increase is the result of the change in LIBOR rates between periods, causing a $377,000 gain for the quarter ended June 30, 2021 on the fair value of junior subordinated debentures, compared to a $30,000 loss for the quarter ended June 30, 2020, partially offset by life insurance proceeds realized during the quarter ended June 30, 2020.

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(in 000's)	Six Months Ended June 30, 2021		Six Months Ended June 30, 2020		Amount of Change		Percent Change
Customer service fees	$	1,348	1,346		$	2	0.15	%
Increase in cash surrender value of bank-owned life insurance	269		258		11		4.26	%
Unrealized (loss) gain on fair value of marketable equity securities	(60)		85		(145)		(170.59)	%
Gain on death benefit proceeds from bank-owned life insurance	—		310		(310)		(100)	%
(Loss) gain on fair value of junior subordinated debentures	(656)		1,469		(2,125)		(144.66)	%


Gain on sale of assets	13		—		13		100.00	%
Other	248		328		(80)		(24.39)	%
Total noninterest income	$	1,162	$	3,796	$	(2,634)	(69.39)	%

Noninterest income for the six months ended June 30, 2021 decreased $2,634,000 to $1,162,000 when compared to the six months ended June 30, 2020. The decrease is the result of the change in LIBOR rates between periods, causing a ~~$1,033,000~~$656,000 loss for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021 on the fair value of junior subordinated debentures, compared to a ~~$1,498,000~~$1,469,000 gain for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020. Additionally, life insurance proceeds of $310,000 were realized during the six months ended June 30, 2020.

Noninterest Expense

Table 5. Changes in Noninterest Expense

The following tables sets forth the amount and percentage changes in the categories presented for the three and six month periods ended ~~March 31,~~June 30, 2021 and 2020:

~~Table of Content~~


(in 000's)	(in 000's)	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020		Amount of Change		Percent Change		(in 000's)	Three Months Ended June 30, 2021		Three Months Ended June 30, 2020		Amount of Change		Percent Change
Salaries and employee benefits	Salaries and employee benefits	$	3,024	$	2,995	$	29	0.97	%	Salaries and employee benefits	$	2,893	$	2,414	$	479	19.84	%
Occupancy expense	Occupancy expense	856		853		3		0.35	%	Occupancy expense	837		869		(32)		(3.68)	%
Data processing	Data processing	87		112		(25)		(22.32)	%	Data processing	148		135		13		9.63	%
Professional fees	Professional fees	827		855		(28)		(3.27)	%	Professional fees	865		691		174		25.18	%
Regulatory assessments	Regulatory assessments	166		85		81		95.29	%	Regulatory assessments	123		77		46		59.74	%
Director fees	Director fees	92		94		(2)		(2.13)	%	Director fees	92		94		(2)		(2.13)	%
Correspondent bank service charges	Correspondent bank service charges	19		15		4		26.67	%	Correspondent bank service charges	23		17		6		35.29	%
Net cost on operation of OREO	Net cost on operation of OREO	25		153		(128)		(83.66)	%	Net cost on operation of OREO	18		780		(762)		(97.69)	%
Other	Other	469		582		(113)		(19.42)	%	Other	606		612		(6)		(0.98)	%
Total expense	Total expense	$	5,565	$	5,744	$	(179)	(3.12)	%	Total expense	$	5,605	$	5,689	$	(84)	(1.48)	%

Noninterest expense for the quarter ended ~~March 31,~~June 30, 2021 decreased ~~$179,000~~$84,000 to ~~$5,565,000,~~$5,605,000, compared to the quarter ended ~~March 31,~~June 30, 2020. The decrease was attributed to decreases in the cost on OREO and occupancy expense, offset by increases in salaries and employee benefits and professional fees. The decrease in the cost on OREO was the result of a $727,000 write-down on one property recorded during the quarter ended June 30, 2020.

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(in 000's)	Six Months Ended June 30, 2021		Six Months Ended June 30, 2020		Amount of Change		Percent Change
Salaries and employee benefits	$	5,917	$	5,409	$	508	9.39	%
Occupancy expense	1,693		1,723		(30)		(1.74)	%
Data processing	235		247		(12)		(4.86)	%
Professional fees	1,690		1,546		144		9.31	%
Regulatory assessments	289		162		127		78.40	%
Director fees	184		188		(4)		(2.13)	%
Correspondent bank service charges	42		33		9		27.27	%
Net cost on operation of OREO	43		933		(890)		(95.39)	%
Other	1,077		1,193		(116)		(9.72)	%
Total expense	$	11,170	$	11,434	$	(264)	(2.31)	%

Noninterest expense for the six months ended June 30, 2021 decreased $264,000 to $11,170,000, compared to the six months ended June 30, 2020. The decrease was attributed to decreases in the cost on OREO and other ~~expenses,~~expense, offset by ~~an increase~~increases in ~~regulatory assessments.~~salaries and employee benefits and professional fees. The decrease in the cost on OREO was the result of a ~~$113,000 loss~~$727,000 write-down on one property recorded during the ~~quarter~~six months ended ~~March 31,~~June 30, 2020. ~~The increase in regulatory assessments was the result of an increase in the assessment rate.~~

Income Taxes

The Company’s income tax expense is impacted to some degree by permanent taxable differences between income reported for book purposes and income reported for tax purposes, as well as certain tax credits which are not reflected in the Company’s pretax income or loss shown in the statements of operations and comprehensive income. As pretax income or loss amounts become smaller, the impact of these differences become more significant and are reflected as variances in the Company’s effective tax rate for the periods presented. In general, the permanent differences and tax credits affecting tax expense have a positive impact and tend to reduce the effective tax rates shown in the Company’s statements of income and comprehensive income.

The Company reviews its current tax positions at least quarterly based on the accounting standards related to uncertainty in income taxes which includes the criteria that an individual tax position would have to meet for some or all of the income tax benefit to be recognized in a taxable entity’s financial statements. Under the income tax guidelines, an entity should recognize the financial statement benefit of a tax position if it determines that it is more likely than not that the position will be sustained on examination. The term “more likely than not” means a likelihood of more than 50 percent. In assessing whether the more-likely-than-not criterion is met, the entity should assume that the tax position will be reviewed by the applicable taxing authority.

The Company has reviewed all of its tax positions as of ~~March 31,~~June 30, 2021, and has determined that, there are no material amounts to be recorded under the current income tax accounting guidelines.

The Company's effective tax rate for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021 was ~~27.57%~~28.16% compared to ~~28.69%~~28.56% for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020.

Financial Condition

Total assets increased ~~$94,282,000,~~$138,401,000, or ~~8.63%~~12.67%, to a balance of ~~$1,186,936,000~~$1,231,055,000 at ~~March 31,~~June 30, 2021, from the balance of $1,092,654,000 at December 31, 2020, and increased ~~$209,690,000,~~$199,682,000, or ~~21.46%~~19.36%, from the balance of ~~$977,246,000~~$1,031,373,000 at ~~March 31,~~June 30, 2020. Total deposits of ~~$1,047,781,000~~$1,090,442,000 at ~~March 31,~~June 30, 2021, increased ~~$95,130,000,~~$137,791,000, or ~~9.99%~~14.46%, from the balance reported at December 31, 2020, and increased ~~$207,344,000,~~$197,330,000, or ~~24.67%~~22.09%, from the balance of ~~$840,437,000~~$893,112,000 reported at ~~March 31,~~June 30, 2020. Cash and cash equivalents ~~increased $13,840,000,~~decreased $133,161,000, or ~~4.71%~~45.28%, between December 31, 2020 and ~~March 31,~~June 30, 2021. Net loans increased ~~$20,115,000,~~$187,024,000, or ~~3.11%~~28.96%, to a balance of ~~$665,940,000,~~$832,849,000, and investment securities increased ~~$61,148,000,~~$84,575,000, or ~~70.94%~~98.12%, during the first ~~quarter~~six months of 2021.

Earning assets averaged ~~$1,031,877,000~~$1,069,677,000 during the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, as compared to ~~$863,909,000~~$890,356,000 for the same period in 2020. Average interest-bearing liabilities increased to ~~$589,409,000~~$619,070,000 for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, from ~~$511,740,000~~$518,253,000 reported for the comparative period of 2020.

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Loans

The Company's primary business is that of acquiring deposits and making loans, with the loan portfolio representing the largest and most important component of earning assets. Loans totaled ~~$675,694,000~~$841,103,000 at ~~March 31,~~June 30, 2021, an increase of ~~$20,283,000,~~$185,692,000, or ~~3.09%~~28.33%, when compared to the balance of $655,411,000 at December 31, 2020, and an increase of ~~$51,930,000,~~$191,449,000, or ~~7.69%~~22.76%, when compared to the balance of ~~$623,764,000~~$649,654,000 reported at ~~March 31,~~June 30, 2020. During the second quarter of 2021, the Company purchased $145,717,000 in residential mortgage loans. Loans on average increased ~~$66,663,000,~~$96,212,000, or ~~11.05%~~15.52%, between the ~~quarter~~six months ended ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2021, with loans averaging ~~$669,723,000~~$716,162,000 for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, as compared to ~~$603,060,000~~$619,950,000 for the same period of 2020.

Table 6. Loans

The following table sets forth the amounts of loans outstanding by category at ~~March 31,~~June 30, 2021 and December 31, 2020, the category percentages as of those dates, and the net change between the two periods presented.


		March 31, 2021				December 31, 2020									June 30, 2021				December 31, 2020
(in 000's)	(in 000's)	Dollar Amount		% of Loans		Dollar Amount		% of Loans		Net Change		% Change		(in 000's)	Dollar Amount		% of Loans		Dollar Amount		% of Loans		Net Change		% Change
Commercial and industrial	Commercial and industrial	$	47,306	7.0	%	$	47,514	7.2	%	$	(208)	(0.44)	%	Commercial and industrial	$	56,084	6.6	%	$	47,514	7.2	%	$	8,570	18.04	%
Real estate – mortgage	Real estate – mortgage	328,263		48.6	%	320,294		48.9	%	7,969		2.49	%	Real estate – mortgage	509,885		60.6	%	320,294		48.9	%	189,591		59.19	%
RE construction & development	RE construction & development	190,091		28.1	%	175,016		26.7	%	15,075		8.61	%	RE construction & development	165,426		19.7	%	175,016		26.7	%	(9,590)		(5.48)	%
Agricultural	Agricultural	51,704		7.7	%	51,079		7.8	%	625		1.22	%	Agricultural	53,518		6.4	%	51,079		7.8	%	2,439		4.77	%
Installment and student loans	Installment and student loans	58,330		8.6	%	61,508		9.4	%	(3,178)		(5.17)	%	Installment and student loans	56,190		6.7	%	61,508		9.4	%	(5,318)		(8.65)	%
Total gross loans	Total gross loans	$	675,694	100.00	%	$	655,411	100.00	%	$	20,283	3.09	%	Total gross loans	$	841,103	100.00	%	$	655,411	100.00	%	$	185,692	28.33	%

During the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, the Company experienced increases in real estate mortgage loans, real estate construction and development loans, and agricultural loans compared to the same period ended ~~March 31,~~June 30, 2020. Commercial and industrial loans ~~decreased $208,000~~increased $8,570,000 between December 31, 2020 and ~~March 31,~~June 30, 2021 and decreased ~~$1,466,000~~$12,146,000 between ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2021. Included in commercial and industrial loans as of ~~March 31,~~June 30, 2021 are ~~$12,335,000~~$12,172,000 in SBA PPP loans. Agricultural loans increased ~~$625,000~~$2,439,000 between December 31, 2020 and ~~March 31,~~June 30, 2021 and increased ~~$2,057,000~~$4,539,000 between ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2021. Installment and student loans decreased ~~$3,178,000~~$5,318,000 between December 31, 2020 and ~~March 31,~~June 30, 2021 and decreased ~~$9,410,000~~$8,162,000 between ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2021, primarily due to decreases in student loan balances. The Bank is subject to internal and regulatory limits of 115% of capital on the real estate construction and development portfolio and 300% of capital for the non-owner occupied commercial real estate portfolio, which also includes construction and development loans. At June 30, 2021, the real estate construction and development portfolio totaled 112% of regulatory capital and non-owner occupied commercial real estate totaled 314% of regulatory capital. The Bank''s current limits of 115% and 330%, respectively, may affect the ability of the Bank to grow these segments of the loan portfolio. The Bank is not approaching internal or regulatory concentration limits in other loan segments.

Real estate mortgage loans increased ~~$7,969,000~~$189,591,000 between December 31, 2020 and ~~March 31,~~June 30, 2021 and increased ~~$19,688,000~~$195,447,000 between ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2021. Commercial real estate loans (a component of real estate mortgage loans) continue to represent a significant portion of the total loan portfolio. Commercial real estate loans amounted to ~~43.59%~~39.63%, 43.17%, and ~~42.62%~~40.71%, of the total loan portfolio at ~~March 31,~~June 30, 2021, December 31, 2020, and ~~March 31,~~June 30, 2020, respectively. Residential mortgage loans are not generally originated by the Company, but some residential mortgage loans have been made over the past several years to facilitate take-out loans for construction borrowers who were unable to obtain permanent financing elsewhere. These loans are generally 30-year amortizing loans with maturities of between three and five years. Residential mortgages totaled ~~$33,601,000,~~$176,501,000, or ~~4.97%~~20.98%, of the portfolio at ~~March 31,~~June 30, 2021, $37,236,000, or 5.68% of the portfolio at December 31, 2020, and ~~$42,543,000~~$49,826,000 or ~~6.82%~~7.67% of the portfolio at ~~March 31,~~June 30, 2020. During the six months ended June 30, 2021, the Company purchased $145,717,000 in 30-year, fixed rate residential mortgage loans. The purchased pools were newly originated with a weighted average coupon of 2.86% The weighted average FICO scores for the pools purchased ranged from 776 to 781.

Installment and student loans decreased ~~$9,410,000~~$8,162,000 during the ~~quarter~~six months ended ~~March 31,~~June 30, 2021 as compared to the same period ended ~~March 31,~~June 30, 2020, due to decreases in the student loan portfolio. Included in installment loans are ~~$54,416,000~~$52,660,000 in student loans made to medical and pharmacy school students. The student loan portfolio consists of unsecured loans to medical and pharmacy students enrolled in medical and pharmacy schools in the US and the Caribbean. The medical student loans are made to US citizens attending medical schools in the US and Antigua, while the pharmacy student loans are made to pharmacy

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students attending pharmacy school in the US. Upon graduation the loan is automatically placed on deferment for six months. This may be extended up to 48 months for graduates enrolling in internship, medical residency or fellowship. If approved, the student may receive additional deferment for hardship or administrative reasons in the form of a forbearance for a maximum of 24 months throughout the life of the loan. The outstanding balance of student loans that have not entered repayment status totaled ~~$13,443,000~~$12,391,000 at ~~March 31,~~June 30, 2021. Accrued interest on loans that have not entered repayment status totaled ~~$5,143,000~~$4,886,000 at ~~March 31,~~June 30, 2021. At ~~March 31,~~June 30, 2021 there were ~~904~~896 loans within repayment, deferment, and forbearance which represented ~~$19,940,000, $9,492,000,~~$21,670,000, $5,893,000, and ~~$11,541,000~~$12,706,000 in outstanding balances, respectively. Underwriting is premised on qualifying credit scores. The current weighted average credit score for the portfolio is in the mid-700s. In addition, there are non-student co-borrowers

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for roughly one-third of the portfolio that provide additional repayment capacity. Graduation and employment placement rates are high for both medical and pharmacy students. The average student loan balance per borrower as of ~~March 31,~~June 30, 2021 is approximately ~~$44,000.~~$43,000. Loan interest rates range from 2.75% to 7.75%.

The Company classifies student loans delinquent more than 90 days as substandard. As of ~~March 31,~~June 30, 2021 and December 31, 2020 reserves against the student loan portfolio totaled ~~$2,635,000~~$2,709,000 and $2,546,000, respectively. There were no TDRs within the portfolio as of ~~March 31,~~June 30, 2021 or December 31, 2020. For the ~~quarter~~three and six months ended ~~March 31,~~June 30, 2021, ~~$28,000~~$16,000 and $44,000 in accrued interest receivable was reversed, due to charge-offs of ~~$380,000~~$188,000 and $568,000, respectively, within the student loan portfolio. For ~~the quarter~~three and six months ended ~~March 31,~~June 30, 2020, ~~$29,000~~$21,000 and $50,000 in accrued interest receivable was reversed, due to charge-offs of ~~$502,000~~$446,000 and $947,000, respectively, within the student loan portfolio.

The following table sets forth the Bank's student loan portfolio with activity from December 31, 2020 to ~~March 31,~~June 30, 2021:


(In thousands)
Student Loan Portfolio Balance as of December 31, 2020	$	57,385
Disbursements	—
Capitalized Interest	~~241~~663
Payments Received	~~(2,830)~~(4,820)
Loans Charged-off	~~(380)~~(568)
Student Loan Portfolio Balance as of ~~March 31,~~June 30, 2021	$	~~54,416~~52,660

Loan participations purchased decreased to ~~$9,699,000,~~$9,668,000, or ~~1.44%~~1.15% of the portfolio, at ~~March 31,~~June 30, 2021. Loan participations sold increased from ~~$7,140,000,~~$4,533,000, or ~~1.1%~~0.70%, of the portfolio at ~~March 31,~~June 30, 2020, to $12,948,000, or 2.0%, of the portfolio, at December 31, 2020, and ~~increased~~ to ~~$14,395,000,~~$10,553,000, or ~~2.1%~~1.3%, of the portfolio, at ~~March 31,~~June 30, 2021.

Deposits

Deposit balances totaled ~~$1,047,781,000~~$1,090,442,000 at ~~March 31,~~June 30, 2021, representing an increase of ~~$95,130,000,~~$137,791,000, or ~~9.99%~~14.46%, from the balance of $952,651,000 reported at December 31, 2020, and an increase of ~~$207,344,000,~~$197,330,000, or ~~24.67%~~22.09%, from the balance of ~~$840,437,000~~$893,112,000 reported at ~~March 31,~~June 30, 2020.

Table 7. Deposits

The following table sets forth the amounts of deposits outstanding by category at ~~March 31,~~June 30, 2021 and December 31, 2020, and the net change between the two periods presented.

(in 000's) March 31, 2021 December 31, 2020 Net
Change Percentage
Change
Noninterest-bearing deposits $ 429,005 $ 391,897 $ 37,108 9.47 %
Interest-bearing deposits:
NOW and money market accounts 451,827 402,566 49,261 12.24 %
Savings accounts 104,078 96,669 7,409 7.66 %
Time deposits:
Under $250,000 41,624 40,302 1,322 3.28 %
$250,000 and over 21,247 21,217 30 0.14 %
Total interest-bearing deposits 618,776 560,754 58,022 10.35 %
Total deposits $ 1,047,781 $ 952,651 $ 95,130 9.99 %

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(in 000's)	June 30, 2021		December 31, 2020		Net Change		Percentage Change
Noninterest-bearing deposits	$	442,140	$	391,897	$	50,243	12.82	%
Interest-bearing deposits:
NOW and money market accounts	479,400		402,566		76,834		19.09	%
Savings accounts	105,801		96,669		9,132		9.45	%
Time deposits:
Under $250,000	41,075		40,302		773		1.92	%
$250,000 and over	22,026		21,217		809		3.81	%
Total interest-bearing deposits	648,302		560,754		87,548		15.61	%
Total deposits	$	1,090,442	$	952,651	$	137,791	14.46	%

The Company's deposit base consists of two major components represented by noninterest-bearing (demand) deposits and interest-bearing deposits, totaling ~~$429,005,000~~$442,140,000 and ~~$618,776,000~~$648,302,000 at ~~March 31,~~June 30, 2021, respectively. Interest-bearing deposits

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consist of time certificates, NOW and money market accounts, and savings deposits. Total interest-bearing deposits increased ~~$58,022,000,~~$87,548,000, or ~~10.35%~~15.61%, between December 31, 2020 and ~~March 31,~~June 30, 2021, and noninterest-bearing deposits increased ~~$37,108,000,~~$50,243,000, or ~~9.47%~~12.82%, between the same two periods presented. Included in the increase of ~~$58,022,000~~$87,548,000 in interest-bearing deposits during the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, are increases of ~~$7,409,000~~$9,132,000 in savings accounts, ~~and $49,261,000~~$76,834,000 in NOW and money market accounts, ~~partially offset by~~and increases of ~~$1,352,000~~$1,582,000 in time deposits,

Core deposits, as defined by the Company as consisting of all deposits other than time deposits of more than $250,000 and brokered deposits, continue to provide the foundation for the Company's principal sources of funding and liquidity. These core deposits amounted to ~~97.97%~~97.98% and 97.77% of total deposits at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. The Company held no brokered deposits at ~~March 31,~~June 30, 2021 and December 31, 2020.

On a year-to-date average, the Company experienced an increase of ~~$175,553,000,~~$195,676,000, or ~~21.53%~~23.24%, in total deposits between the ~~quarter~~six months ended ~~March 31,~~June 30, 2021 and the ~~quarter~~six months ended ~~March 31,~~June 30, 2020. Between these two periods, interest-bearing deposits increased ~~$77,487,000,~~$99,493,000, or ~~15.47%~~19.56%, and noninterest-bearing deposits increased ~~$98,066,000,~~$96,183,000, or ~~31.19%~~28.86%, on a year-to-date average basis.

Short-Term Borrowings

At ~~March 31,~~June 30, 2021, the Company had collateralized lines of credit with the Federal Reserve Bank of San Francisco totaling ~~$332,841,000,~~$334,648,000, as well as Federal Home Loan Bank (FHLB) lines of credit totaling ~~$4,502,000.~~$4,055,000. At ~~March 31,~~June 30, 2021, the Company had uncollateralized lines of credit with both Pacific Coast Bankers Bank (PCBB), Union Bank, and Zion's Bank, totaling ~~$10,000,000,~~$50,000,000, $10,000,000, and $20,000,000, respectively. These lines of credit generally have interest rates tied to either the Federal Funds rate, short-term U.S. Treasury rates, or LIBOR. All lines of credit are on an “as available” basis and can be revoked by the grantor at any time. At ~~March 31,~~June 30, 2021 and ~~March 31,~~June 30, 2020, the Company had no outstanding borrowings. The Company had collateralized FRB lines of credit of $336,788,000, collateralized FHLB lines of credit totaling $4,881,000, and uncollateralized lines of credit of $10,000,000 with PCBB, $10,000,000 with Union Bank, and $20,000,000 with Zions Bank at December 31, 2020.

Asset Quality and Allowance for Credit Losses

Lending money is the Company's principal business activity, and ensuring appropriate evaluation, diversification, and control of credit risks is a primary management responsibility. Losses are implicit in lending activities and the amount of such losses will vary, depending on the risk characteristics of the loan portfolio as affected by local economic conditions and the financial experience of borrowers.

The allowance for credit losses is maintained at a level deemed appropriate by management to provide for known and inherent risks in existing loans and commitments to extend credit. The adequacy of the allowance for credit losses is based upon management's continuing assessment of various factors affecting the collectability of loans and commitments to extend credit; including current economic conditions, past credit experience, collateral, and concentrations of credit. There is no precise method of predicting specific losses or amounts which may ultimately be charged off on particular segments of the loan portfolio. The conclusion that a loan may become uncollectible, either in part or in whole is subjective and contingent upon economic, environmental, and other conditions which cannot be predicted with certainty. When determining the adequacy of

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the allowance for credit losses, the Company follows, in accordance with GAAP, the guidelines set forth in the Revised Interagency Policy Statement on the Allowance for Loan and Lease Losses (Statement) issued by banking regulators in December 2006. The Statement is a revision of the previous guidance released in July 2001, and outlines characteristics that should be used in segmentation of the loan portfolio for purposes of the analysis including risk classification, past due status, type of loan, industry or collateral. It also outlines factors to consider when adjusting the loss factors for various segments of the loan portfolio, and updates previous guidance that describes the responsibilities of the board of directors, management, and bank examiners regarding the allowance for credit losses. Securities and Exchange Commission Staff Accounting Bulletin No. 102 was released during July 2001, and represents the SEC staff’s view relating to the incurred loss methodologies and supporting documentation for the Allowance for Loan and Lease Losses that should be observed by all public companies in complying with the federal securities laws and the Commission’s interpretations. It is also generally consistent with the guidance published by the banking regulators.

The allowance for loan losses includes an asset-specific component, as well as a general or formula-based component. The Company segments the loan and lease portfolio into eleven (11) segments, primarily by loan class and type, that have homogeneity and commonality of purpose and terms for analysis under the formula-based component of the allowance. Those loans which are determined to be impaired under current accounting guidelines are not subject to the formula-based reserve analysis, and evaluated individually for specific impairment under the asset-specific component of the allowance.

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The Company’s methodology for assessing the adequacy of the allowance for credit losses consists of several key elements, which include:

•The formula allowance

•Specific allowances for problem graded loans identified as impaired; and

•The unallocated allowance

The formula allowance is calculated by applying loss factors to outstanding loans and certain unfunded loan commitments. Loss factors are based on the Company’s historical loss experience and on the internal risk grade of those loans, and may be adjusted for significant factors that, in management's judgment, affect the collectability of the portfolio as of the evaluation date. Factors that may affect collectability of the loan portfolio include:

•Levels of, and trends in delinquencies and nonaccrual loans;

•Trends in volumes and term of loans;

•Effects of any changes in lending policies and procedures including those for underwriting, collection, charge-off, and recovery;

•Experience, ability, and depth of lending management and staff;

•National and local economic trends and conditions and;

•Concentrations of credit that might affect loss experience across one or more components of the portfolio, including high-balance loan concentrations and participations.

Management determines the loss factors for problem graded loans (substandard, doubtful, and loss), special mention loans, and pass graded loans, based on a loss migration model. The migration analysis incorporates loan losses over the previous quarters as determined by management (time horizons adjusted as business cycles or environment changes) and loss factors are adjusted to recognize and quantify the loss exposure from changes in market conditions and trends in the Company’s loan portfolio. For purposes of this analysis, loans are grouped by internal risk classifications and categorized as pass, special mention, substandard, doubtful, or loss. Certain loans are homogeneous in nature and are therefore pooled by risk grade. These homogeneous loans include consumer installment and home equity loans. Special mention loans are currently performing but are potentially weak, as the borrower has begun to exhibit deteriorating trends which, if not corrected, could jeopardize repayment of the loan and result in further downgrades. Substandard loans have well-defined weaknesses which, if not corrected, could jeopardize the full satisfaction of the debt. A loan classified as doubtful has critical weaknesses that make full collection of the obligation improbable. Classified loans, as defined by the Company, include impaired loans and loans categorized as substandard, doubtful, and loss which are not considered impaired. At ~~March 31,~~June 30, 2021, impaired and classified loans totaled ~~$13,082,000,~~$11,842,000, or ~~1.9%~~1.4%, of gross loans as compared to $13,390,000, or 2.9%, of gross loans at December 31, 2020.

The student loan portfolio is reviewed for allowance adequacy under the same guidelines as other loans in the Company's portfolio, with additional emphasis for specific risks associated with the portfolio. In general, the Company provides an additional reserve ~~for a~~ percentage offor loans in forbearance and loans rated ~~special mention.~~substandard.

Loan participations are reviewed for allowance adequacy under the same guidelines as other loans in the Company’s portfolio, with an additional participation factor added, if required, for specific risks associated with participations. In general,

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participations are subject to certain thresholds set by the Company, and are reviewed for geographic location as well as the well-being of the underlying agent bank.

Specific allowances are established based on management’s periodic evaluation of loss exposure inherent in impaired loans. For impaired loans, specific allowances are determined based on the net realizable value of the underlying collateral, the net present value of the anticipated cash flows, or the market value of the underlying assets. Formula allowances for classified loans, excluding impaired loans, are determined on the basis of additional risks involved with individual loans that may be in excess of risk factors associated with the loan portfolio as a whole. The specific allowance is different from the formula allowance in that the specific allowance is determined on a loan-by-loan basis based on risk factors directly related to a particular loan, as opposed to the formula allowance which is determined for a pool of loans with similar risk characteristics, based on past historical trends and other risk factors which may be relevant on an ongoing basis.

The unallocated portion of the allowance is based upon management’s evaluation of various conditions that are not directly measured in the determination of the formula and specific allowances. The conditions may include, but are not limited to, general economic and business conditions affecting the key lending areas of the Company, credit quality trends, collateral values, loan volumes and concentrations, and other business conditions.

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Table 8. Allowance for Loan Losses

The following table summarizes the specific allowance, formula allowance, and unallocated allowance at ~~March 31,~~June 30, 2021 and December 31, 2020, as well as classified loans at those period-ends.


(in 000's)	(in 000's)	March 31, 2021		December 31, 2020		(in 000's)	June 30, 2021		December 31, 2020
Specific allowance – impaired loans	Specific allowance – impaired loans	$	188	$	209	Specific allowance – impaired loans	$	173	$	209
Formula allowance – classified loans not impaired	Formula allowance – classified loans not impaired	49		100		Formula allowance – classified loans not impaired	36		100
Formula allowance – special mention loans	Formula allowance – special mention loans	230		256		Formula allowance – special mention loans	767		256
Total allowance for special mention and classified loans	Total allowance for special mention and classified loans	467		565		Total allowance for special mention and classified loans	976		565

Formula allowance for pass loans	Formula allowance for pass loans	7,831		7,682		Formula allowance for pass loans	7,851		7,682
Unallocated allowance	Unallocated allowance	251		275		Unallocated allowance	373		275
Total allowance for loan losses	Total allowance for loan losses	$	8,549	$	8,522	Total allowance for loan losses	$	9,200	$	8,522

Impaired loans	Impaired loans	13,071		13,376		Impaired loans	11,834		13,376
Classified loans not considered impaired	Classified loans not considered impaired	11		14		Classified loans not considered impaired	8		14
Total classified loans / impaired loans	Total classified loans / impaired loans	$	13,082	$	13,390	Total classified loans / impaired loans	$	11,842	$	13,390
Special mention loans not considered impaired	Special mention loans not considered impaired	$	17,395	$	17,095	Special mention loans not considered impaired	$	35,205	$	17,095

Impaired loans decreased ~~$305,000~~$1,542,000 between December 31, 2020 and ~~March 31,~~June 30, 2021, and the specific allowance related to impaired loans decreased ~~$21,000~~$36,000 between December 31, 2020 and ~~March 31,~~June 30, 2021. The decrease in impaired loans is primarily due to a decrease in non-performing loans. The formula allowance related to classified and special mention unimpaired loans ~~decreased~~increased by ~~$77,000~~$447,000 between December 31, 2020 and ~~March 31,~~June 30, 2021. The unallocated allowance ~~decreased~~increased from $275,000 at December 31, 2020 to ~~$251,000~~$373,000 at ~~March 31,~~June 30, 2021. The Company has a concentration in loans to finance CRE, construction and land development activities not secured by real estate. These loans have inherently higher risk characteristics and management believes maintaining additional unallocated reserves to address the losses inherent in these loans is reasonable and appropriate. The level of “pass” loans increased approximately ~~$20,565,000~~$169,474,000 between December 31, 2020 and ~~March 31,~~June 30, 2021. The related formula allowance increased ~~$149,000~~$169,000 during the same period. Residential mortgage loans, which attributed to most of the increase in the level of pass loans, have lower credit risk. The formula allowance for “pass loans” is derived from the loan loss factors under migration analysis.

The Company’s methodology includes features that are intended to reduce the difference between estimated and actual losses. The specific allowance portion of the analysis is designed to be self-correcting by taking into account the current loan loss experience based on that portion of the portfolio. By analyzing the estimated losses inherent in the loan portfolio on a quarterly basis, management is able to adjust specific and inherent loss estimates using the most recent information available. In performing the periodic migration analysis, management believes that historical loss factors used in the computation of the

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formula allowance need to be adjusted to reflect current changes in market conditions and trends in the Company’s loan portfolio. There are a number of other factors which are reviewed when determining adjustments in the historical loss factors. Those factors include: 1) trends in delinquent and nonaccrual loans, 2) trends in loan volume and terms, 3) effects of changes in lending policies, 4) concentrations of credit, 5) competition, 6) national and local economic trends and conditions, 7) experience of lending staff, 8) loan review and Board of Directors oversight, 9) high balance loan concentrations, and 10) other business conditions.

The general reserve requirements (ASC 450-70) decreased with the continued strengthening of local, state, and national economies and their impact on our local lending base, which has resulted in a lower qualitative component for the general reserve calculation. Our stake-in-the-ground methodology requires the Company to use December 31, 2005 as the starting point of the look back period to capture loss history and better capture an entire economic cycle. Time horizons are subject to Management's assessment of the current period, taking into consideration changes in business cycles and environment changes.

Management and the Company’s lending officers evaluate the loss exposure of classified and impaired loans on a weekly/monthly basis. The Company’s Loan Committee, which includes four members of the Company's Board of Directors, meets weekly and serves as a forum to discuss specific problem assets that pose significant concerns to the ~~Company, and to keep the Board of Directors informed through committee minutes.~~Company. All special mention and classified loans are reported quarterly on Problem Asset Reports and Impaired Loan Reports and are reviewed by senior management. Migration analysis and impaired loan analysis are performed on a quarterly basis and adjustments are made

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to the allowance as deemed necessary. The Board of Directors isreview the allowance for loan losses quarterly and are kept abreast of any changes or trends in problem assets on a monthly basis, or more often if required.

The specific allowance for impaired loans is measured based on the present value of the expected future cash flows discounted at the loan's effective interest rate or the fair value of the collateral if the loan is collateral dependent. The amount of impaired loans is not directly comparable to the amount of nonperforming loans disclosed later in this section. The primary differences between impaired loans and nonperforming loans are: i) all loan categories are considered in determining nonperforming loans while impaired loan recognition is limited to commercial and industrial loans, commercial and residential real estate loans, construction loans, and agricultural loans, and ii) impaired loan recognition considers not only loans 90 days or more past due, restructured loans and nonaccrual loans but may also include problem loans other than delinquent loans.

The Company considers a loan to be impaired when, based upon current information and events, it believes it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans include nonaccrual loans, troubled debt restructures, and performing loans in which full payment of principal or interest is not expected. Management bases the measurement of these impaired loans either on the fair value of the loan's collateral or the expected cash flows on the loan discounted at the loan's stated interest rates. Cash receipts on impaired loans not performing to contractual terms and that are on nonaccrual status are used to reduce principal balances. Impairment losses are included in the allowance for credit losses through a charge to the provision, if applicable.

In most cases, the Company uses the cash basis method of income recognition for impaired loans. In the case of certain troubled debt restructuring, for which the loan has been performing for a prescribed period of time under the current contractual terms, income is recognized under the accrual method. At ~~March 31,~~June 30, 2021, included in impaired loans, were troubled debt restructures totaling ~~$3,211,000,~~$3,073,000, of which ~~$2,783,000~~$2,661,000 were on nonaccrual. The remaining ~~$427,000~~$412,000 in troubled debt restructures were considered current with regards to payments, and were performing according to their modified contractual terms.

Commercial and industrial loans and real estate mortgage loans, respectively, comprised approximately ~~2.96%~~1.31% and ~~9.41%~~3.04% of total impaired loan balances at ~~March 31,~~June 30, 2021. ~~Of the $387,000~~The $155,000 in commercial and industrial impaired loans reported at ~~March 31,~~June 30, 2021, ~~two loans, with a total recorded investment~~consisted of ~~$494,000, were secured by~~one real ~~estate.~~estate-secured loan. Specific collateral related to impaired loans is reviewed for current appraisal information, economic trends within geographic markets, loan-to-value ratios, and other factors that may impact the value of the loan collateral. Adjustments are made to collateral values as needed for these factors. Of total impaired loans at ~~March 31,~~June 30, 2021, approximately ~~$12,767,000,~~$11,455,000, or ~~97.7%~~96.8%, are secured by real estate. The majority of impaired real estate construction and development loans are for the purpose of residential construction, residential and commercial acquisition and development, and land development. Residential construction loans are made for the purpose of building residential 1-4 single family homes. Residential and commercial acquisition and development loans are made for the purpose of purchasing land, developing that land if required, and developing real estate or commercial construction projects on those properties. Land development loans are made for the purpose of converting raw land into construction-ready building sites.

Table 9. Impaired Loans and Specific Reserves

The following table summarizes the components of impaired loans and their related specific reserves at ~~March 31,~~June 30, 2021 and December 31, 2020.

Impaired Loan Balance Reserve Impaired Loan Balance Reserve
(in 000’s) March 31, 2021 March 31, 2021 December 31, 2020 December 31, 2020
Commercial and industrial $ 387 $ — $ 466 $ —
Real estate – mortgage 1,230 13 1,244 13
RE construction & development 11,006 — 11,057 —
Agricultural 448 175 609 196
Installment and student loans — — — —
Total impaired loans $ 13,071 $ 188 $ 13,376 $ 209

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	Impaired Loan Balance		Reserve		Impaired Loan Balance		Reserve
(in 000’s)	June 30, 2021		June 30, 2021		December 31, 2020		December 31, 2020
Commercial and industrial	$	155	$	—	$	466	$	—
Real estate – mortgage	360		12		1,244		13
RE construction & development	10,940		—		11,057		—
Agricultural	379		161		609		196
Installment and student loans	—		—		—		—
Total impaired loans	$	11,834	$	173	$	13,376	$	209

Included in impaired loans are loans modified in troubled debt restructurings (TDRs), where concessions have been granted to borrowers experiencing financial difficulties in an attempt to maximize collection. The Company makes various types of concessions when structuring TDRs including rate reductions, payment extensions, and forbearance. At ~~March 31,~~June 30, 2021,

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approximately ~~$362,000~~$359,000 of the total ~~$3,211,000~~$3,073,000 in TDRs was comprised of real estate mortgages. An additional ~~$2,401,000~~$2,335,000 was related to real estate construction and development loans. There were no reserve amounts for real estate construction and development impaired loans at December 31, 2020 and ~~March 31,~~June 30, 2021, due to the value of the collateral securing those loans.

Total troubled debt restructurings decreased ~~6.28%~~10.30% between ~~March 31,~~June 30, 2021 and December 31, 2020. Nonaccrual TDRs decreased by ~~3.74%~~7.96% and accruing TDRs decreased by ~~20.19%~~22.99% over the same period. Total residential mortgages and real estate construction TDRs decreased ~~$54,000~~$123,000 to a percentage total of ~~1.92%~~4.37%.

Table 10. TDRs

The following tables summarize TDRs by type, classified separately as nonaccrual or accrual, which are included in impaired loans at ~~March 31,~~June 30, 2021 and December 31, 2020.


		Total TDRs		Nonaccrual TDRs		Accruing TDRs			Total TDRs		Nonaccrual TDRs		Accruing TDRs
(in 000's)	(in 000's)	March 31, 2021		March 31, 2021		March 31, 2021		(in 000's)	June 30, 2021		June 30, 2021		June 30, 2021
Commercial and industrial	Commercial and industrial	$	—	$	—	$	—	Commercial and industrial	$	—	$	—	$	—
Real estate mortgage:	Real estate mortgage:							Real estate mortgage:
Commercial real estate	Commercial real estate	—		—		—		Commercial real estate	—		—		—
Residential mortgages	Residential mortgages	362		—		362		Residential mortgages	359		—		359

Total real estate mortgage	Total real estate mortgage	362		—		362		Total real estate mortgage	359		—		359
RE construction & development	RE construction & development	2,401		2,401		—		RE construction & development	2,335		2,335		—
Agricultural	Agricultural	448		382		65		Agricultural	379		326		53

Total troubled debt restructurings	Total troubled debt restructurings	$	3,211	$	2,783	$	427	Total troubled debt restructurings	$	3,073	$	2,661	$	412


	Total TDRs		Nonaccrual TDRs		Accruing TDRs
(in 000's)	December 31, 2020		December 31, 2020		December 31, 2020
Commercial and industrial	$	—	$	—	$	—
Real estate mortgage:
Commercial real estate	—		—		—
Residential mortgages	365		—		365

Total real estate mortgage	365		—		365
RE construction & development	2,452		2,452		—
Agricultural	609		439		170

Total troubled debt restructurings	$	3,426	$	2,891	$	535

Of the ~~$3,211,000~~$3,073,000 in total TDRs at ~~March 31,~~June 30, 2021, ~~$2,783,000~~$2,661,000 were on nonaccrual status at period-end. Of the $3,426,000 in total TDRs at December 31, 2020, $2,891,000 were on nonaccrual status at period-end. As of ~~March 31,~~June 30, 2021, the Company had

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no commercial real estate (CRE) workouts whereby an existing loan was restructured into multiple new loans (i.e., A Note/B Note structure).

A restructured loan may return to accrual status after 6 months successful payment history if continued satisfactory performance is expected. The Company typically performs a financial analysis of the credit to determine whether the borrower has the ability to continue to meet payments over the remaining life of the loan. This includes, but is not limited to, a review of financial statements and a cash flow analysis of the borrower. Only after determination that the borrower has the ability to perform under the terms of the loans will the restructured credit be considered for accrual status.

Table 11. Credit Quality Indicators for Outstanding Student Loans

The following table summarizes the credit quality indicators for outstanding student loans as of ~~March 31,~~June 30, 2021 and December 31, 2020 (in 000's, except for number of borrowers):

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		March 31, 2021					December 31, 2020						June 30, 2021					December 31, 2020
		Number of Loans	Amount		Accrued Interest		Number of Loans	Amount		Accrued Interest			Number of Loans	Amount		Accrued Interest		Number of Loans	Amount		Accrued Interest
School	School	324	$	12,871	$	3,408	319	$	12,905	$	3,201	School	225	$	7,844	$	2,236	319	$	12,905	$	3,201
Grace	Grace	17	572		454		34	988		719		Grace	91	4,547		1,220		34	988		719
Repayment	Repayment	434	19,940		164		623	28,906		292		Repayment	475	21,670		544		623	28,906		292
Deferment	Deferment	228	9,492		551		187	7,407		209		Deferment	139	5,893		600		187	7,407		209
Forbearance	Forbearance	242	11,541		730		134	7,179		553		Forbearance	282	12,706		830		134	7,179		553
Total	Total	1,245	$	54,416	$	5,307	1,297	$	57,385	$	4,974	Total	1,212	$	52,660	$	5,430	1,297	$	57,385	$	4,974

Included in installment loans are ~~$54,416,000~~$52,660,000 and $57,385,000 in student loans at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively, made to medical and pharmacy school students. Accrued interest on loans that had not entered repayment status totaled ~~$5,143,000~~$4,886,000 at ~~March 31,~~June 30, 2021 and $4,682,000 at December 31, 2020. At ~~March 31,~~June 30, 2021 there were ~~904~~896 loans within repayment, deferment, and forbearance which represented ~~$19,940,000, $9,492,000,~~$21,670,000, $5,893,000, and ~~$11,541,000,~~$12,706,000, respectively. At December 31, 2020, there were 944 loans within repayment, deferment, and forbearance which represented $28,906,000, $7,407,000 and $7,179,000, respectively. As of ~~March 31,~~June 30, 2021 and December 31, 2020 the reserve against the student loan portfolio was ~~$2,635,000~~$2,728,000 and $2,546,000, respectively.

Loan interest rates on the student loan portfolio range from 2.75% to 7.75% and 2.88% to 7.88% at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

Table 12. Nonperforming Assets

The following table summarizes the components of nonperforming assets as of ~~March 31,~~June 30, 2021 and December 31, 2020 (in 000's), and the percentage of nonperforming assets to total gross loans, total assets, and the allowance for loan losses:


(in 000's)	(in 000's)	March 31, 2021			December 31, 2020			(in 000's)	June 30, 2021			December 31, 2020
Nonaccrual loans (1)	Nonaccrual loans (1)	$	11,388		$	11,496		Nonaccrual loans (1)	$	11,265		$	11,496
Restructured loans	Restructured loans	427			535			Restructured loans	412			535
Loans past due 90 days or more, still accruing	Loans past due 90 days or more, still accruing	234			513			Loans past due 90 days or more, still accruing	156			513
Total nonperforming loans	Total nonperforming loans	12,049			12,544			Total nonperforming loans	11,833			12,544
Other real estate owned	Other real estate owned	4,841			5,004			Other real estate owned	4,753			5,004
Total nonperforming assets	Total nonperforming assets	$	16,890		$	17,548		Total nonperforming assets	$	16,586		$	17,548

Nonperforming loans to total gross loans	Nonperforming loans to total gross loans	1.78		%	1.91		%	Nonperforming loans to total gross loans	1.41		%	1.91		%
Nonperforming assets to total assets	Nonperforming assets to total assets	1.42		%	1.61		%	Nonperforming assets to total assets	1.35		%	1.61		%
Allowance for loan losses to nonperforming loans	Allowance for loan losses to nonperforming loans	70.95		%	67.94		%	Allowance for loan losses to nonperforming loans	77.75		%	67.94		%

(1) Included in nonaccrual loans at ~~March 31,~~June 30, 2021 and December 31, 2020 are restructured loans totaling ~~$2,783~~$2,661 and $2,891, respectively.

Table of Content

Nonperforming assets, which are primarily related to the real estate loan and other real estate owned portfolio, decreased ~~$658,000~~$962,000 from a balance of $17,548,000 at December 31, 2020 to a balance of ~~$16,890,000~~$16,586,000 at ~~March 31,~~June 30, 2021, and remained relatively high compared to peers during the ~~quarter~~six months ended ~~March 31,~~June 30, 2021. The ratio of the allowance for loan losses to nonperforming loans increased from 67.94% at December 31, 2020 to ~~70.95%~~77.75% at ~~March 31,~~June 30, 2021.

~~Table of Content~~

The following table summarizes the nonaccrual totals by loan category for the periods shown:


		Balance		Balance		Change from			Balance		Balance		Change from
(in 000's)	(in 000's)	March 31, 2021		December 31, 2020		December 31, 2020		(in 000's)	June 30, 2021		December 31, 2020		December 31, 2020
Nonaccrual Loans:	Nonaccrual Loans:							Nonaccrual Loans:
Commercial and industrial	Commercial and industrial	$	—	$	—	$	—	Commercial and industrial	$	—	$	—	$	—
Real estate - mortgage	Real estate - mortgage	—		—		—		Real estate - mortgage	—		—		—
RE construction & development	RE construction & development	11,006		11,057		(51)		RE construction & development	10,940		11,057		(117)
Agricultural	Agricultural	382		439		(57)		Agricultural	325		439		(114)
Installment and student loans	Installment and student loans	—		—		—		Installment and student loans	—		—		—
Total nonaccrual loans	Total nonaccrual loans	$	11,388	$	11,496	$	(108)	Total nonaccrual loans	$	11,265	$	11,496	$	(231)

Loans past due more than 30 days receive increased management attention and are monitored for increased risk. The Company continues to move past due loans to nonaccrual status in an ongoing effort to recognize and address loan problems as early and most effectively as possible. As impaired loans, nonaccrual and restructured loans are reviewed for specific reserve allocations, the allowance for credit losses is adjusted accordingly.

Except for the nonaccrual loans included in the above table, or those included in the impaired loan totals, there were no loans at ~~March 31,~~June 30, 2021 where the known credit problems of a borrower caused the Company to have serious doubts as to the ability of such borrower to comply with the present loan repayment terms and which would result in such loan being included as a nonaccrual, past due, or restructured loan at some future date.

Nonaccrual loans, totaling ~~$11,388,000~~$11,265,000 at ~~March 31,~~June 30, 2021, decreased ~~$108,000~~$231,000 from the balance of $11,496,000 reported at December 31, 2020, with real estate mortgage and real estate construction loans comprising ~~96.65%~~97.11% of total nonaccrual loans at ~~March 31,~~June 30, 2021. In determining the adequacy of the underlying collateral related to these loans, management monitors trends within specific geographical areas, loan-to-value ratios, appraisals, and other credit issues related to the specific loans. Impaired loans decreased ~~$305,000~~$1,542,000 during the ~~quarter~~six months ended ~~March 31,~~June 30, 2021 to a balance of ~~$13,071,000~~$11,834,000 at ~~March 31,~~June 30, 2021. Other real estate owned through foreclosure decreased to ~~$4,841,000 for the period ended March 31,~~$4,753,000 at June 30, 2021 as compared to the balance of $5,004,000 recorded at December 31, 2020. Nonperforming assets as a percentage of total assets decreased from 1.61% at December 31, 2020 to ~~1.42%~~1.35% at ~~March 31,~~June 30, 2021.

The following table summarizes various nonperforming components of the loan portfolio, the related allowance for credit losses and provision for credit losses for the periods shown.


(in 000's)	(in 000's)	March 31, 2021			December 31, 2020			March 31, 2020			(in 000's)	June 30, 2021			December 31, 2020			June 30, 2020
Provision for credit losses year-to-date	Provision for credit losses year-to-date	$	375		$	2,769		$	1,707		Provision for credit losses year-to-date	$	1,201		$	2,769		$	2,134
Allowance as % of nonperforming loans	Allowance as % of nonperforming loans	70.95		%	67.94		%	59.94		%	Allowance as % of nonperforming loans	77.75		%	67.94		%	63.31		%

Nonperforming loans as % total loans	Nonperforming loans as % total loans	1.78		%	1.91		%	2.44		%	Nonperforming loans as % total loans	1.41		%	1.91		%	2.15		%
Restructured loans as % total loans	Restructured loans as % total loans	0.48		%	0.52		%	0.84		%	Restructured loans as % total loans	0.37		%	0.52		%	0.79		%

Management continues to monitor economic conditions in the real estate market for signs of deterioration or improvement which may impact the level of the allowance for loan losses required to cover identified losses in the loan portfolio. Focus has been placed on monitoring and reducing the level of problem assets, while working with borrowers to find more options, including loan restructures. Restructured loan balances are comprised of 6 loans totaling ~~$3,211,000~~$3,073,000 at ~~March 31,~~June 30, 2021, compared to 7 loans totaling $3,426,000 at December 31, 2020.

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The following table summarizes special mention loans by type at ~~March 31,~~June 30, 2021 and December 31, 2020.


(in thousands)	(in thousands)	March 31, 2021		December 31, 2020		(in thousands)	June 30, 2021		December 31, 2020
Commercial and industrial	Commercial and industrial	$	922	$	1,307	Commercial and industrial	$	—	$	1,307
Real estate mortgage:	Real estate mortgage:					Real estate mortgage:
Commercial real estate	Commercial real estate	15,013		14,343		Commercial real estate	22,401		14,343
Residential mortgages	Residential mortgages	—		—		Residential mortgages	—		—

Total real estate mortgage	Total real estate mortgage	15,013		14,343		Total real estate mortgage	22,401		14,343
RE construction & development	RE construction & development	—		—		RE construction & development	—		—
Agricultural	Agricultural	1,460		1,434		Agricultural	12,804		1,434
Installment and student loans	Installment and student loans	—		11		Installment and student loans	—		11
Total special mention loans	Total special mention loans	$	17,395	$	17,095	Total special mention loans	$	35,205	$	17,095

The Company focuses on competition and other economic conditions within its market area and other geographical areas in which it does business, which may ultimately affect the risk assessment of the portfolio. The Company continues to experience increased competition from major banks, local independents and non-bank institutions which creates pressure on loan pricing. The Company continues to place increased emphasis on reducing both the level of nonperforming assets and the level of losses on the disposition of these assets. It is in the best interest of both the Company and the borrowers to seek alternative options to foreclosure in an effort to reduce the impacts on the real estate market. As part of this strategy, the Company enters into troubled debt restructurings, when it improves collection prospects. While business and consumer spending have shown improvement over the last several years, it is difficult to forecast the impact COVID-19 ultimately will have on the economy. Local unemployment rates in the San Joaquin Valley have improved ~~begun to improve~~ as businesses ~~begin to open back up.~~have reopened. Management recognizes the increased risk of loss due to the Company's exposure to local and worldwide economic conditions, as well as potentially volatile real estate markets, and takes these factors into consideration when analyzing the adequacy of the allowance for credit losses.

The following table provides a summary of the Company's allowance for possible credit losses, provisions made to that allowance, and charge-off and recovery activity affecting the allowance for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021 and ~~March 31,~~June 30, 2020.

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Table 13. Allowance for Credit Losses - Summary of Activity


(in 000's)	(in 000's)	March 31, 2021			March 31, 2020			(in 000's)	June 30, 2021			June 30, 2020
Total loans outstanding at end of period before deducting allowances for credit losses	Total loans outstanding at end of period before deducting allowances for credit losses	$	674,489		$	623,686		Total loans outstanding at end of period before deducting allowances for credit losses	$	842,049		$	648,650
Average loans outstanding during period	Average loans outstanding during period	669,723			603,060			Average loans outstanding during period	716,162			619,950

Balance of allowance at beginning of period	Balance of allowance at beginning of period	8,522			7,908			Balance of allowance at beginning of period	8,522			7,908
Loans charged-off:	Loans charged-off:							Loans charged-off:
Real estate	Real estate	—			—			Real estate	—			(252)
Commercial and industrial	Commercial and industrial	—			—			Commercial and industrial	—			—
Agricultural	Agricultural	—			—			Agricultural	—			—
Installment and student loans	Installment and student loans	(392)			(509)			Installment and student loans	(580)			(956)
Total loans charged-off	Total loans charged-off	(392)			(509)			Total loans charged-off	(580)			(1,208)
Recoveries of loans previously charged-off:	Recoveries of loans previously charged-off:							Recoveries of loans previously charged-off:
Real estate	Real estate	6			4			Real estate	11			9
Commercial and industrial	Commercial and industrial	35			5			Commercial and industrial	39			13
Installment and student loans	Installment and student loans	3			5			Installment and student loans	7			6
Total loan recoveries	Total loan recoveries	44			14			Total loan recoveries	57			28
Net loans charged-off	Net loans charged-off	(348)			(495)			Net loans charged-off	(523)			(1,180)

Provision charged to operating expense	Provision charged to operating expense	375			1,707			Provision charged to operating expense	1,201			2,134
Balance of allowance for credit losses at end of period	Balance of allowance for credit losses at end of period	$	8,549		$	9,120		Balance of allowance for credit losses at end of period	$	9,200		$	8,862

Net loan charged-off to total average loans (annualized)	Net loan charged-off to total average loans (annualized)	0.21		%	0.33		%	Net loan charged-off to total average loans (annualized)	0.15		%	0.38		%
Net loan charged-off to loans at end of period (annualized)	Net loan charged-off to loans at end of period (annualized)	0.05		%	0.02		%	Net loan charged-off to loans at end of period (annualized)	0.06		%	0.05		%
Allowance for credit losses to total loans at end of period	Allowance for credit losses to total loans at end of period	1.27		%	1.46		%	Allowance for credit losses to total loans at end of period	1.09		%	1.37		%
Net loan charged-off to allowance for credit losses (annualized)	Net loan charged-off to allowance for credit losses (annualized)	1.02		%	1.36		%	Net loan charged-off to allowance for credit losses (annualized)	1.42		%	3.33		%
Provision for credit losses to net charged-off (annualized)	Provision for credit losses to net charged-off (annualized)	(215.52)		%	(153.27)		%	Provision for credit losses to net charged-off (annualized)	(459.27)		%	(361.69)		%

Provisions for credit losses are determined on the basis of management's periodic credit review of the loan portfolio, consideration of past loan loss experience, current and future economic conditions, and other pertinent factors. Management believes its estimate of the allowance for credit losses adequately covers estimated losses inherent in the loan portfolio and, based on the condition of the loan portfolio, management believes the allowance is sufficient to cover risk elements in the loan portfolio. For the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, a ~~$375,000~~$1,201,000 provision was recorded to the allowance for credit losses as compared to a ~~$1,707,000~~$2,134,000 provision recorded for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020.

Net charge-offs during the ~~quarter~~six months ended ~~March 31,~~June 30, 2021 totaled ~~$348,000~~$523,000 as compared to net charge-offs of ~~$495,000~~$1,180,000 for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020. The Company charged-off, or had partial charge-offs on 49 loans during the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, as compared to ~~fourteen~~26 loans during the same period ended ~~March 31,~~June 30, 2020, and 28 loans during the year ended December 31, 2020. The annualized percentage of net charge-offs to average loans was ~~0.21%~~0.15% for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021. Annualized percentage net charge-offs were 0.09% for the year ended December 31, 2020. Annualized percentage net recoveries were ~~0.33%~~0.38% for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020. The Company's loans net of unearned fees increased from ~~$623,686,000~~$648,650,000 at ~~March 31,~~June 30, 2020 to ~~$674,489,000~~$842,049,000 at ~~March 31,~~June 30, 2021.

The allowance at ~~March 31,~~June 30, 2021 was ~~1.27%~~1.09% of outstanding loan balances at ~~March 31,~~June 30, 2021, as compared to 1.30% at December 31, 2020, and ~~1.46%~~1.37% at ~~March 31,~~June 30, 2020.

At ~~March 31,~~June 30, 2021 and ~~March 31,~~June 30, 2020, unfunded loan commitment reserves of ~~$622,000~~$538,000 and $584,000, respectively, were reported in other liabilities. Management believes that the ~~1.27%~~1.09% credit loss allowance at ~~March 31,~~June 30, 2021 is adequate to absorb known and inherent risks in the loan portfolio. No assurance can be given, however, regarding economic conditions or other circumstances which may adversely affect the Company's service areas and result in future losses to the loan portfolio.

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Asset/Liability Management – Liquidity and Cash Flow

The primary functions of asset/liability management are to provide adequate liquidity and maintain an appropriate balance between interest-sensitive assets and interest-sensitive liabilities. In a changing-rate environment, ~~imbalances~~the net interest spread between interest-sensitive assets and interest-sensitive liabilities ~~will impact earnings.~~can shrink or expand significantly, impacting earnings . For example, ~~in an increasing-rate environment if~~when the amount of interest-sensitive assets exceeds the amount of interest-sensitive liabilities ~~reprice sooner than interest sensitive assets,~~within specified time periods, net interest income will generally be positively impacted by an increasing interest rate environment and negatively ~~impacted.~~impacted by a decreasing interest rate environment.

Liquidity

Liquidity management may be described as the ability to maintain sufficient cash flows to fulfill financial obligations, including loan funding commitments and customer deposit withdrawals, without straining the Company’s equity structure. To maintain an adequate liquidity position, the Bank relies on, in addition to cash and cash equivalents, cash inflows from deposits and short-term borrowings, repayments of principal on loans and investments, and interest income received. The Bank's principal cash outflows are for loan origination, purchases of investment securities, depositor withdrawals and payment of operating expenses.

The Bank continues to emphasize liability management as part of its overall asset/liability strategy. Through the discretionary acquisition of short term borrowings, the Bank has, when needed, been able to provide liquidity to fund asset growth while, at the same time, better utilizing its capital resources, and better controlling interest rate risk. This does not preclude the Bank from selling assets such as investment securities to fund liquidity needs but, with favorable borrowing rates, the Bank has maintained a positive yield spread between borrowed liabilities and the assets which those liabilities fund. If, at some time, rate spreads become unfavorable, the Bank has the ability to utilize an asset management approach and, either control asset growth or fund further growth with maturities or sales of investment securities. At ~~March 31,~~June 30, 2021, the Bank had no borrowings, as its deposit base currently provides funding sufficient to support its asset values.

The Banks liquid asset base which generally consists of cash and due from banks, federal funds sold, securities purchased under agreements to resell (reverse repos) and investment securities, is maintained at a level deemed sufficient to provide the cash outlay necessary to fund loan growth and accommodate any customer deposit runoff that may occur. Additional liquidity requirements may be funded with overnight or term borrowing arrangements with various correspondent banks, FHLB and the Federal Reserve Bank. Within this framework is the objective of maximizing the yield on earning assets. This is generally achieved by maintaining a high percentage of earning assets in loans, which historically have represented the Company's highest yielding asset. At ~~March 31,~~June 30, 2021, the loan portfolio totaled ~~56.8%~~68.4% of total assets and the loan to deposit ratio was ~~63.6%~~76.4%, compared to 59.9% and 67.8%, respectively, at December 31, 2020. Liquid assets at ~~March 31,~~June 30, 2021, included cash and cash equivalents totaling ~~$307,909,000~~$160,908,000 as compared to $294,069,000 at December 31, 2020. Other sources of liquidity include collateralized lines of credit from the Federal Home Loan Bank, and from the Federal Reserve Bank totaling ~~$337,343,000~~$338,703,000 and uncollateralized lines of credit from Pacific Coast Banker's Bank (PCBB) of ~~$10,000,000,~~$50,000,000, Union Bank of $10,000,000, and Zion's Bank of $20,000,000 at ~~March 31,~~June 30, 2021.

The liquidity of the Holding Company, United Security Bancshares, is primarily dependent on the payment of cash dividends by its subsidiary, the Bank, subject to limitations imposed by the Financial Code of the State of California. During the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, the Holding Company has received ~~$1,974,000~~$3,945,000 in cash dividends from the Bank.

Cash Flow

The period-end balances of cash and cash equivalents for the periods shown are as follows (from Consolidated Statements of Cash Flows – in 000’s):


(in 000's)	Balance
December 31, 2019	$	218,995
~~March 31,~~June 30, 2020	$	~~199,853~~229,541
December 31, 2020	$	294,069
~~March 31,~~June 30, 2021	$	~~307,909~~160,908

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Cash and cash equivalents ~~increased $13,840,000~~decreased $133,161,000 during the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, compared to an ~~decrease~~increase of ~~$19,142,000~~$10,546,000 during the ~~quarter~~six months ended ~~March 31,~~June 30, 2020.

The Company had a net cash inflow from operating activities of ~~$4,626,000~~$5,857,000 for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021 and a cash inflow from operations totaling ~~$4,812,000~~$8,116,000 for the six month period ended ~~March 31,~~June 30, 2020. The Company experienced net cash outflows from investing activities of ~~$84,046,000~~$273,062,000 related to a ~~$20,631,000~~$186,215,000 increase in loan balances and purchases of available-for-sale securities of ~~$68,156,000.~~$97,325,000. During the six months ended June 30, 2021, the Company purchased $145,717,000 in residential mortgage loans. For the ~~quarter~~six months ended ~~March 31,~~June 30, 2020, the Company experienced net cash outflows from investing activities of ~~$44,161,000~~$68,584,000 related to a ~~$26,886,000~~$53,461,000 increase in loan balances and and purchases of available-for-sale securities of ~~$23,020,000.~~$27,971,000.

During the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, the Company experienced net cash inflows from financing activities totaling ~~$93,260,000,~~$134,044,000, primarily as the result of increases of ~~$93,779,000~~$136,210,000 in demand deposits and savings accounts, partially offset by cash dividends paid. For the ~~quarter~~six months ended ~~March 31,~~June 30, 2020, the Company experienced net cash inflows of ~~$20,207,000~~$71,014,000 primarily as the result of increases of ~~$25,727,000~~$76,476,000 in demand deposits and savings accounts, offset by decreases of ~~$3,653,000~~$1,727,000 in time deposits and cash dividends paid.

The Company has the ability to increase or decrease loan growth, increase or decrease deposits and borrowings, or a combination of both to manage balance sheet liquidity.

Regulatory Matters

Capital Adequacy

The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements adopted by the Board of Governors of the Federal Reserve System (the “Board of Governors”). Failure to meet minimum capital requirements can initiate certain mandates and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework, the consolidated Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The Company has adopted a capital plan that includes guidelines and trigger points to ensure sufficient capital is maintained at the Bank and the Company, and that capital ratios are maintained at a level deemed appropriate under regulatory guidelines given the level of classified assets, concentrations of credit, ALLL, current and projected growth, and projected retained earnings. The capital plan also contains contingency strategies to obtain additional capital as required to fulfill future capital requirements for both the Bank, as a separate legal entity, and the Company on a consolidated basis. The capital plan requires the Bank to maintain a ratio of tangible shareholders' equity to total tangible assets equal to or greater than 9%. The Bank’s ratio of tangible shareholders’ equity to total tangible assets was ~~10.4%~~10.0% and 12.4% at ~~March 31,~~June 30, 2021 and 2020, respectively.

The Company uses a variety of measures to evaluate its capital adequacy, including the leverage ratios which is calculated separately for the Company and the Bank. Management reviews these capital measurements on a quarterly basis and takes appropriate action to help ensure that they meet or surpass established internal and external guidelines. The following table sets forth the Company’s and the Bank's actual capital positions at ~~March 31,~~June 30, 2021:

Table 14. Capital Ratios


		Ratios at March 31, 2021	Ratios at December 31, 2020	Minimum Requirement to be Well Capitalized	Minimum requirement for Community Bank Leverage Ratio (1) (2)		Ratios at June 30, 2021	Ratios at December 31, 2020	Minimum Requirement to be Well Capitalized	Minimum requirement for Community Bank Leverage Ratio (1) (2)

Tier 1 capital to adjusted average assets ("Leverage Ratio")	Tier 1 capital to adjusted average assets ("Leverage Ratio")					Tier 1 capital to adjusted average assets ("Leverage Ratio")
Company	Company	11.02%	11.37%	5.00%	8.00%	Company	10.28%	11.37%	5.00%	8.50%
Bank	Bank	10.88%	11.17%	5.00%	8.00%	Bank	10.11%	11.17%	5.00%	8.50%

(1) The minimum required Community Bank Leverage Ratio is 9.00%, but the CARES Act temporarily lowers this to 8%8.50% as described below.

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(2) If the subsidiary bank’s Leverage Ratio exceeds the minimum ratio under the Community Bank Leverage Ratio Framework, it is deemed to be “well capitalized” under all other regulatory capital requirements. The Company may revert back to the regulatory framework for Prompt Corrective Action if the subsidiary bank’s Leverage Ratio falls below the minimum under the Community Bank Leverage Ratio Framework.

The federal banking agencies published a final rule on November 13, 2019, that provided a simplified measure of capital adequacy for qualifying community banking organizations. A qualifying community banking organization that opts into the community bank leverage ratio framework and maintains a leverage ratio greater than 9 percent will be considered to have met the minimum capital requirements, the capital ratio requirements for the well capitalized category under the Prompt Corrective Action framework, and any other capital or leverage requirements to which the qualifying banking organization is subject. A qualifying community banking organization with a leverage ratio of greater than 9 percent may opt into the community bank leverage ratio framework if it has average consolidated total assets of less than $10 billion, has off-balance-sheet exposures of 25% or less of total consolidated assets, and has total trading assets and trading liabilities of 5 percent or less of total consolidated assets. Further, the bank must not be an advance approaches banking organization.

The final rule became effective January 1, 2020 and banks that ~~meet~~met the qualifying criteria ~~can~~could elect to use the community bank leverage framework starting with the quarter ended March 31, 2020. The CARES Act reduced the required community bank leverage ratio to 8% ~~until the earlier of December 31,~~for 2020, ~~or the national emergency is declared over.~~8.5% for 2021, and 9%, beginning January 1, 2022. The federal bank regulatory agencies adopted an interim final rule to implement this change from the CARES Act. The Company and the Bank meet the criteria outlined in the final rule and the interim final rule and have adopted the community bank leverage ratio framework in the third quarter 2020.

As of ~~March 31,~~June 30, 2021, the Company and the Bank meet all capital adequacy requirements to which they are subject. Management believes that, under the current regulations, both will continue to meet their minimum capital requirements in the foreseeable future.

Dividends

Dividends paid to shareholders by the Holding Company are subject to restrictions set forth in the California General

Corporation Law. As applicable to the Holding Company, the California General Corporation Law provides that the Holding Company may make a distribution to its shareholders if retained earnings immediately prior to the dividend payout are at least equal to the amount of the proposed distribution or if immediately after the distribution, the value of the Holding Company’s assets would equal or exceed the sum of its total liabilities. The primary source of funds with which dividends will be paid to shareholders will come from cash dividends received by the Company from the Bank.

On April 25, 2017, the Board of Directors announced the authorization of the repurchase of up to $3,000,000 of the outstanding stock of the Holding Company. This amount represents ~~2.6%~~2.5% of total shareholders' equity of ~~$117,333,000~~$118,365,000 at ~~March 31,~~June 30, 2021. The timing of the purchases will depend on certain factors including, but not limited to, market conditions and prices, available funds, and alternative uses of capital. The stock repurchase program may be carried out through open-market purchases, block trades, or negotiated private transactions. During the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, the Company did not repurchase any of the shares available.

During the ~~quarter~~six months ended ended ~~March 31,~~June 30, 2021, the Bank paid ~~$1,974,000~~$3,945,000 in cash dividends to the Holding Company which funded the Holding Company’s operating costs and payments of interest on its junior subordinated debt.

The Bank, as a state-chartered bank, is subject to dividend restrictions set forth in the California Financial Code, as administered by the Commissioner of the Department of Financial Protection and Innovation (Commissioner). As applicable to the Bank, the Financial Code provides that the Bank may not pay cash dividends in an amount which exceeds the lesser of the retained earnings of the Bank or the Bank’s net income for the last three fiscal years (less the amount of distributions to the Holding Company during that period of time). If the above test is not met, cash dividends may only be paid with the prior approval of the Commissioner, in an amount not exceeding the Bank’s net income for its last fiscal year or the amount of its net

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income for the current fiscal year. Such restrictions do not apply to stock dividends, which generally require neither the satisfaction of any tests nor the approval of the Commissioner. Notwithstanding the foregoing, if the Commissioner finds that the shareholder's equity of the Bank is not adequate or that the declaration of a dividend would be unsafe or unsound, the Commissioner may order the Bank not to pay any dividend. The Reserve Bank may also limit dividends paid by the Bank.

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Reserve Balances

The Bank is required to maintain average reserve balances with the Federal Reserve Bank. During 2005, the Company implemented a deposit reclassification program which allows the Company to reclassify a portion of transaction accounts to non-transaction accounts for reserve purposes. The deposit reclassification program is provided by a third-party vendor and has been approved by the Federal Reserve Bank. At ~~March 31,~~June 30, 2021, the Bank was not subject to a reserve requirement.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

The Company’s assessment of market risk as of ~~March 31,~~June 30, 2021 indicates there are no material changes in the quantitative and qualitative disclosures from those in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 4. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of ~~March 31,~~June 30, 2021, the end of the period covered by this report, an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures was carried out. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company's internal control over financial reporting that occurred during the quarter ended ~~March 31,~~June 30, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all error and fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns in controls or procedures can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

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PART II. Other Information

Item 1. Legal Proceedings

The Company is involved in various legal proceedings in the normal course of business. In the opinion of Management, any liability resulting from such proceedings would not have a material adverse effect on the Company’s financial condition or results of operations.

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

None during the quarter ended ~~March 31,~~June 30, 2021.

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Not applicable

Item 6. Exhibits:

(a)Exhibits:


11			Computation of Earnings per Share*
31.1			Certification of the Chief Executive Officer of United Security Bancshares pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2			Certification of the Chief Financial Officer of United Security Bancshares pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1			Certification of the Chief Executive Officer of United Security Bancshares pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification of the Chief Financial Officer of United Security Bancshares pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Data required by Accounting Standards Codification (ASC) 260, Earnings per Share, is provided in Note 10 to the consolidated financial statements in this report.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		United Security Bancshares

Date:	~~April~~July 30, 2021	/S/ Dennis R. Woods
		Dennis R. Woods
		President and Chief Executive Officer

		/S/ Bhavneet Gill
		Bhavneet Gill
		Senior Vice President and Chief Financial Officer

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Three Months Ended March 31, 2021	Commercial and Industrial		Commercial Real Estate		Residential Mortgages		Home Improvement and Home Equity		Real Estate Construction Development		Agricultural		Installment and Student Loans		Total
Beginning balance	$	0	$	0	$	365	$	0	$	2,452	$	609	$	0	$	3,426

Additions	0		0		0		0		0		0		0		0

Principal (reductions) additions	0		0		(3)		0		(51)		(161)		0		(215)
Charge-offs	0		0		0		0		0		0		0		0

Ending balance	$	0	$	0	$	362	$	0	$	2,401	$	448	$	0	$	3,211

Allowance for loan loss	$	0	$	0	$	13	$	0	$	0	$	175	$	0	$	188
Defaults	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


	YTD Average 3/31/2021	YTD Average 12/31/20	YTD Average 3/31/2020
Loans	64.91%	67.51%	69.81%
Investment securities available for sale	10.00%	9.57%	9.50%
Interest-bearing deposits in FRB	25.09%	22.92%	20.69%
Total interest-earning assets	100.00%	100.00%	100.00%

NOW accounts	25.46%	23.12%	21.78%
Money market accounts	44.91%	47.32%	47.96%
Savings accounts	17.16%	16.23%	15.89%
Time deposits	10.63%	11.54%	12.28%

Subordinated debentures	1.84%	1.79%	2.09%
Total interest-bearing liabilities	100.00%	100.00%	100.00%