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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________
FORM10-Q

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

___________________
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended: September 30, 2017

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

March 31, 2020

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period fromto.

Commission File Number:000-10661

___________________
TriCo Bancshares

(Exact Name of Registrant as Specified in Its Charter)

___________________
CALIFORNIACA94-2792841

(State or Other Jurisdiction of


Incorporation or Organization)

(I.R.S. Employer


Identification Number)

63 Constitution Drive

Chico, California 95973

(Address of Principal Executive Offices)(Zip Code)

(530)898-0300

(Registrant’s Telephone Number, Including Area Code)

___________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)
Name of each exchange
on which registered
Common StockTCBKThe NASDAQ Stock Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ 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 RegulationS-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,non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “accelerated filer”, “large accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

☐  Large accelerated filer☒  Accelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company​​​​​​​
☐  Non-accelerated filer☐  Smaller 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 inRule 12b-2 of the Exchange Act). ☐ Yes No

Indicate the number of shares outstanding for each of the issuer’s classes of common stock, as of the latest practical date:

Common stock, no par value: 22,941,46429,721,523 shares outstanding as of November 7, 2017

May 8, 2020.


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TriCo Bancshares

FORM10-Q

TABLE OF CONTENTS

Page

Forward-Looking Statements

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72

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76

FORWARD-LOOKING STATEMENTS

This report on Form10-Q contains forward-looking statements about TriCo Bancshares (the “Company”) that are subject to the protection


1

Table of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current knowledge and belief of the Company’s management (“Management”) and include information concerning the Company’s possible or assumed future financial condition and results of operations. When you see any of the words “believes”, “expects”, “anticipates”, “estimates”, or similar expressions, it may mean the Company is making forward-looking statements. A number of factors, some of which are beyond the Company’s ability to predict or control, could cause future results to differ materially from those contemplated. The reader is directed to the Company’s annual report on Form10-K for the year ended December 31, 2016 and Part II, Item 1A of this report for further discussion of factors which could affect the Company’s business and cause actual results to differ materially from those suggested by any forward-looking statement made in this report. Such Form10-K and this report should be read in their entirety to put any forward-looking statements in context and to gain a more complete understanding of the risks and uncertainties involved in the Company’s business. Any forward-looking statement may turn out to be wrong and cannot be guaranteed. The Company does not intend to update any forward-looking statement after the date of this report.

Contents


PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)


TRICO BANCSHARES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data; unaudited)

   At September 30,  At December 31, 
   2017  2016 

Assets:

   

Cash and due from banks

  $86,815  $92,197 

Cash at Federal Reserve and other banks

   101,219   213,415 
  

 

 

  

 

 

 

Cash and cash equivalents

   188,034   305,612 

Investment securities:

   

Available for sale

   678,236   550,233 

Held to maturity

   536,567   602,536 

Restricted equity securities

   16,956   16,956 

Loans held for sale

   2,733   2,998 

Loans

   2,931,613   2,759,593 

Allowance for loan losses

   (28,747  (32,503
  

 

 

  

 

 

 

Total loans, net

   2,902,866   2,727,090 

Foreclosed assets, net

   3,071   3,986 

Premises and equipment, net

   54,995   48,406 

Cash value of life insurance

   97,142   95,912 

Accrued interest receivable

   12,656   12,027 

Goodwill

   64,311   64,311 

Other intangible assets, net

   5,513   6,563 

Mortgage servicing rights

   6,419   6,595 

Other assets

   86,936   74,743 
  

 

 

  

 

 

 

Total assets

  $4,656,435  $4,517,968 
  

 

 

  

 

 

 

Liabilities and Shareholders’ Equity:

   

Liabilities:

   

Deposits:

   

Noninterest-bearing demand

  $1,283,949  $1,275,745 

Interest-bearing

   2,643,507   2,619,815 
  

 

 

  

 

 

 

Total deposits

   3,927,456   3,895,560 

Accrued interest payable

   867   818 

Reserve for unfunded commitments

   2,989   2,719 

Other liabilities

   62,850   67,364 

Other borrowings

   98,730   17,493 

Junior subordinated debt

   56,810   56,667 
  

 

 

  

 

 

 

Total liabilities

   4,149,702   4,040,621 
  

 

 

  

 

 

 

Commitments and contingencies (Note 18)

   

Shareholders’ equity:

   

Common stock, no par value: 50,000,000 shares authorized; issued and outstanding:

   

22,941,464 at September 30, 2017

   255,231  

22,867,802 at December 31, 2016

    252,820 

Retained earnings

   256,114   232,440 

Accumulated other comprehensive loss, net of tax

   (4,612  (7,913
  

 

 

  

 

 

 

Total shareholders’ equity

   506,733   477,347 
  

 

 

  

 

 

 

Total liabilities and shareholders’ equity

  $4,656,435  $4,517,968 
  

 

 

  

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data; unaudited)

   Three months ended
September 30,
  Nine months ended
September 30,
 
   2017   2016  2017  2016 

Interest and dividend income:

      

Loans, including fees

  $37,268   $35,769  $108,600  $104,845 

Investment securities:

      

Taxable

   7,011    6,297   20,617   19,377 

Tax exempt

   1,041    978   3,124   2,850 

Dividends

   301    390   1,020   1,175 

Interest bearing cash at

      

Federal Reserve and other banks

   292    275   1,080   846 
  

 

 

   

 

 

  

 

 

  

 

 

 

Total interest and dividend income

   45,913    43,709   134,441   129,093 
  

 

 

   

 

 

  

 

 

  

 

 

 

Interest expense:

      

Deposits

   1,028    875   2,896   2,611 

Other borrowings

   149    2   164   7 

Junior subordinated debt

   652    562   1,870   1,643 
  

 

 

   

 

 

  

 

 

  

 

 

 

Total interest expense

   1,829    1,439   4,930   4,261 
  

 

 

   

 

 

  

 

 

  

 

 

 

Net interest income

   44,084    42,270   129,511   124,832 

Provision (Reversal of provision) for loan losses

   765    (3,973  (1,588  (4,537
  

 

 

   

 

 

  

 

 

  

 

 

 

Net interest income after reversal of provision loan losses

   43,319    46,243   131,099   129,369 
  

 

 

   

 

 

  

 

 

  

 

 

 

Noninterest income:

      

Service charges and fees

   9,475    8,022   27,861   23,426 

Gain on sale of loans

   606    953   2,293   2,645 

Commissions on sale ofnon-deposit investment products

   672    747   1,984   1,890 

Increase in cash value of life insurance

   732    709   2,043   2,086 

Gain on sale of investments securities

   961    —     961   —   

Other

   484    635   2,401   2,054 
  

 

 

   

 

 

  

 

 

  

 

 

 

Total noninterest income

   12,930    11,066   37,543   32,101 
  

 

 

   

 

 

  

 

 

  

 

 

 

Noninterest expense:

      

Salaries and related benefits

   20,933    20,860   62,320   60,170 

Other

   16,289    16,556   46,628   49,264 
  

 

 

   

 

 

  

 

 

  

 

 

 

Total noninterest expense

   37,222    37,416   108,948   109,434 
  

 

 

   

 

 

  

 

 

  

 

 

 

Income before income taxes

   19,027    19,893   59,694   52,036 
  

 

 

   

 

 

  

 

 

  

 

 

 

Provision for income taxes

   7,130    7,694   22,129   19,758 
  

 

 

   

 

 

  

 

 

  

 

 

 

Net income

  $11,897   $12,199  $37,565  $32,278 
  

 

 

   

 

 

  

 

 

  

 

 

 

Earnings per share:

      

Basic

  $0.52   $0.53  $1.64  $1.42 

Diluted

  $0.51   $0.53  $1.62  $1.40 

March 31, 2020December 31, 2019
Assets:
Cash and due from banks$95,364  $92,816  
Cash at Federal Reserve and other banks90,102  183,691  
Cash and cash equivalents185,466  276,507  
Investment securities:
Marketable equity securities3,007  2,960  
Available for sale debt securities, net of allowance for credit losses of $—1,001,999  950,138  
Held to maturity debt securities, net of allowance for credit losses of $—359,770  375,606  
Restricted equity securities17,250  17,250  
Loans held for sale2,695  5,265  
Loans4,379,062  4,307,366  
Allowance for credit losses(57,911) (30,616) 
Total loans, net4,321,151  4,276,750  
Premises and equipment, net86,304  87,086  
Cash value of life insurance118,543  117,823  
Accrued interest receivable18,575  18,897  
Goodwill220,872  220,872  
Other intangible assets, net22,126  23,557  
Operating leases, right-of-use30,221  27,879  
Other assets86,330  70,591  
Total assets$6,474,309  $6,471,181  
Liabilities and Shareholders’ Equity:
Liabilities:
Deposits:
Noninterest-bearing demand$1,883,143  $1,832,665  
Interest-bearing3,519,555  3,534,329  
Total deposits5,402,698  5,366,994  
Accrued interest payable1,986  2,407  
Operating lease liability30,007  27,540  
Other liabilities96,560  91,984  
Other borrowings19,309  18,454  
Junior subordinated debt57,323  57,232  
Total liabilities5,607,883  5,564,611  
Commitments and contingencies (Note 7)
Shareholders’ equity:
Preferred stock, 0 par value: 1,000,000 shares authorized, 0 issued and outstanding at March 31, 2020 and December 31, 2019—  —  
Common stock, 0 par value: 50,000,000 shares authorized; 29,973,516 and 30,523,824 issued and outstanding at March 31, 2020 and December 31, 2019, respectively534,623  543,998  
Retained earnings356,935  367,794  
Accumulated other comprehensive income (loss), net of tax(25,132) (5,222) 
Total shareholders’ equity866,426  906,570  
Total liabilities and shareholders’ equity$6,474,309  $6,471,181  

See accompanying notes to unaudited condensed consolidated financial statements.

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TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data; unaudited)
Three months ended
March 31,
20202019
Interest and dividend income:
Loans, including fees$56,258  $54,398  
Investments:
Taxable securities8,211  10,555  
Tax exempt securities904  1,073  
Dividends361  360  
Interest bearing cash at Federal Reserve and other banks783  1,071  
Total interest and dividend income66,517  67,457  
Interest expense:
Deposits2,551  2,719  
Other borrowings 13  
Junior subordinated debt769  855  
Total interest expense3,325  3,587  
Net interest income63,192  63,870  
Provision for (reversal of) credit losses8,000  (1,600) 
Net interest income after credit loss provision (reversal)55,192  65,470  
Non-interest income:
Service charges and fees9,126  9,070  
Gain on sale of loans891  412  
Gain on sale of investment securities—  —  
Asset management and commission income916  642  
Increase in cash value of life insurance720  775  
Other167  904  
Total non-interest income11,820  11,803  
Non-interest expense:
Salaries and related benefits27,272  25,128  
Other17,547  20,324  
Total non-interest expense44,819  45,452  
Income before provision for income taxes22,193  31,821  
Provision for income taxes6,072  9,095  
Net income$16,121  $22,726  
Per share data:
Basic earnings per share$0.53  $0.75  
Diluted earnings per share$0.53  $0.74  
Dividends per share$0.22  $0.19  

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(LOSS)

(In thousands; unaudited)

   Three months ended
September 30,
  Nine months ended
September 30,
 
   2017  2016  2017   2016 

Net income

  $11,897  $12,199  $37,565   $32,278 

Other comprehensive (loss) income, net of tax:

      

Unrealized (losses) gains on available for sale securities arising during the period

   (166  (1,193  3,137    6,514 

Change in minimum pension liability

   55   74   164    222 

Change in joint beneficiary agreement liability

   —     (1  —      (5
  

 

 

  

 

 

  

 

 

   

 

 

 

Other comprehensive (loss) income

   (111  (1,120  3,301    6,731 
  

 

 

  

 

 

  

 

 

   

 

 

 

Comprehensive income

  $11,786  $11,079  $40,866   $39,009 
  

 

 

  

 

 

  

 

 

   

 

 

 


Three months ended
March 31,
20202019
Net income$16,121  $22,726  
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on available for sale securities arising during the period(20,822) 8,952  
Change in minimum pension liability912  —  
Other comprehensive income (loss)(19,910) 8,952  
Comprehensive income (loss)$(3,789) $31,678  
See accompanying notes to unaudited condensed consolidated financial statements.

statements

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TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands, except share and per share data; unaudited)

   Shares of
Common
Stock
  Common
Stock
  Retained
Earnings
  Accumulated
Other
Comprehensive
Income (loss)
  Total 

Balance at December 31, 2015

   22,775,173  $247,587  $206,307  $(1,778 $452,116 

Net income

     32,278    32,278 

Other comprehensive income

      6,731   6,731 

Stock option vesting

    455     455 

RSU vesting

    440     440 

PSU vesting

    183     183 

Stock options exercised

   132,700   2,908     2,908 

RSUs released

   20,529     

Tax effect of stock option exercise

    (183    (183

Tax effect of RSU release

    1     1 

Repurchase of common stock

   (101,125  (1,101  (1,673   (2,774

Dividends paid ($ 0.45 per share)

     (10,265   (10,265
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at September 30, 2016

   22,827,277  $250,290  $226,647  $4,953  $481,890 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2016

   22,867,802  $252,820  $232,440  $(7,913 $477,347 

Net income

     37,565    37,565 

Other comprehensive income

      3,301   3,301 

Stock option vesting

    211     211 

RSU vesting

    657     657 

PSU vesting

    316     316 

Stock options exercised

   133,850   2,418     2,418 

RSUs released

   28,397     

PSUs released

   18,805     

Repurchase of common stock

   (107,390  (1,191  (2,663   (3,854

Dividends paid ($ 0.49 per share)

     (11,228   (11,228
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at September 30, 2017

   22,941,464  $255,231  $256,114  $(4,612 $506,733 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 


Shares of
Common
Stock
Common
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Balance at January 1, 201930,417,223  $541,762  $303,490  $(17,879) $827,373  
Net income22,726  22,726  
Other comprehensive income8,952  8,952  
Stock options exercised41,000  647  647  
RSU vesting278  278  
PSU vesting119  119  
RSUs released355  —  
PSUs released—  —  
Repurchase of common stock(26,159) (466) (569) (1,035) 
Dividends paid ($0.19 per share)(5,782) (5,782) 
Three months ended March 31, 201930,432,419  $542,340  $319,865  $(8,927) $853,278  
Balance at January 1, 202030,523,824  $543,998  $367,794  $(5,222) $906,570  
Cumulative change from adoption of ASU 2016-13—  —  (12,983) —  (12,983) 
Balance at January 1, 2020 (as adjusted for change in accounting principle)30,523,824  $543,998  354,811  (5,222) 893,587  
Net income16,121  16,121  
Other comprehensive loss(19,910) (19,910) 
Stock options exercised8,000  148  148  
RSU vesting297  297  
PSU vesting142  142  
RSUs released362  —  
PSUs released—  —  
Repurchase of common stock(558,670) (9,962) (7,333) (17,295) 
Dividends paid ($0.22 per share)(6,664) (6,664) 
Three months ended March 31, 202029,973,516  $534,623  $356,935  $(25,132) $866,426  

See accompanying notes to unaudited condensed consolidated financial statements.







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TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands; unaudited)

   For the nine months ended September 30, 
   2017  2016 

Operating activities:

   

Net income

  $37,565  $32,278 

Adjustments to reconcile net income to net cash provided by operating activities:

   

Depreciation of premises and equipment, and amortization

   5,089   4,870 

Amortization of intangible assets

   1,050   1,017 

Benefit from reversal of provision for loan losses

   (1,588  (4,537

Amortization of investment securities premium, net

   2,431   3,625 

Gain on sale of investment securities

   (961  —   

Originations of residential mortgage loans for resale

   (83,907  (101,206

Proceeds from sale of residential mortgage loans originated for resale

   85,846   97,056 

Gain on sale of loans

   (2,293  (2,645

Change in market value of mortgage servicing rights

   795   2,198 

Provision for losses on foreclosed assets

   162   40 

Gain on sale of foreclosed assets

   (308  (218

Write down of fixed assets held for sale

   —     716 

Loss on disposal of fixed assets

   61   52 

Gain on sale of premises held for sale

   (3  —   

Increase in cash value of life insurance

   (2,043  (2,086

Life insurance proceeds in excess of cash value

   (108  (238

Equity compensation vesting expense

   1,184   1,078 

Tax effect of equity compensation exercise or release

   —     182 

Change in:

   

Reserve for unfunded commitments

   270   433 

Interest receivable

   (629  (33

Interest payable

   49   —   

Other assets and liabilities, net

   3,155   6,302 
  

 

 

  

 

 

 

Net cash from operating activities

   45,817   38,884 
  

 

 

  

 

 

 

Investing activities:

   

Proceeds from maturities of securities available for sale

   46,646   47,722 

Proceeds from maturities of securities held to maturity

   64,969   83,665 

Purchases of securities available for sale

   (195,465  (160,787

Loan origination and principal collections, net

   (174,914  (198,366

Loans purchased

   —     (22,503

Proceeds from sale of loans other than loans originated for sale

   —     32,029 

Proceeds from sale of other real estate owned

   1,787   3,375 

Proceeds from sale of premises and equipment

   —     1,231 

Proceeds from the sale of premises held for sale

   3,338   —   

Purchases of premises and equipment

   (10,874  (10,048

Life insurance proceeds

   649   —   

Cash acquired in acquisition

   —     156,316 
  

 

 

  

 

 

 

Net cash used by investing activities

   (263,864  (67,366
  

 

 

  

 

 

 

Financing activities:

   

Net increase in deposits

   31,896   43,515 

Net change in other borrowings

   81,237   6,907 

Tax effect of equity compensation exercise or release

   —     (182

Repurchase of common stock

   (1,629  (384

Dividends paid

   (11,228  (10,265

Exercise of stock options

   193   518 
  

 

 

  

 

 

 

Net cash provided by financing activities

   100,469   40,109 
  

 

 

  

 

 

 

Net change in cash and cash equivalents

   (117,578  11,627 
  

 

 

  

 

 

 

Cash and cash equivalents and beginning of year

   305,612   303,461 
  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $188,034  $315,088 
  

 

 

  

 

 

 

Supplemental disclosure of noncash activities:

   

Unrealized gain (loss) on securities available for sale

  $5,411  $11,240 

Loans transferred to foreclosed assets

  $726  $1,953 

Fixed assets transferred to held for sale

   —    $1,934 

Due from broker

  $25,757   —   

Market value of shares tenderedin-lieu of cash to pay for exercise of options, release of RSUs, and/or related taxes

  $3,854  $2,774 

Supplemental disclosure of cash flow activity:

   

Cash paid for interest expense

  $4,881  $4,261 

Cash paid for income taxes

  $15,450  $15,515 

Assets acquired in acquisition

   —    $161,231 

Liabilities assumed in acquisition

   —    $161,231 

For the three months ended March 31,
20202019
Operating activities:
Net income$16,121  $22,726  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of premises and equipment, and amortization1,618  1,838  
Amortization of intangible assets1,431  1,431  
Provision for (reversal of) credit losses8,000  (1,600) 
Amortization of investment securities premium, net509  571  
Originations of loans for resale(28,394) (18,119) 
Proceeds from sale of loans originated for resale31,629  16,689  
Gain on sale of loans(891) (412) 
Change in market value of mortgage servicing rights1,258  645  
Gain on transfer of loans to foreclosed assets—  (98) 
Gain on sale of foreclosed assets(41) (99) 
Operating lease expense payments(1,237) (1,218) 
Loss on disposal of fixed assets—  38  
Increase in cash value of life insurance(720) (775) 
Gain on life insurance death benefit—  (32) 
Gain on marketable equity securities(47) (36) 
Equity compensation vesting expense439  397  
Change in:
Interest receivable322  (1,019) 
Interest payable(421) 198  
Amortization of operating lease ROUA1,362  480  
Other assets and liabilities, net2,609  450  
Net cash from operating activities33,547  22,055  
Investing activities:
Proceeds from maturities of securities available for sale20,212  15,133  
Proceeds from maturities of securities held to maturity15,592  13,684  
Purchases of securities available for sale(101,899) (1,238) 
Loan origination and principal collections, net(70,833) (11,351) 
Proceeds from sale of other real estate owned353  278  
Proceeds from sale of premises and equipment—  11  
Purchases of premises and equipment(761) (1,650) 
Net cash from (used by) investing activities(137,336) 14,867  
Financing activities:
Net change in deposits35,704  63,796  
Net change in other borrowings855  (3,373) 
Repurchase of common stock, net of option exercises(17,147) (388) 
Dividends paid(6,664) (5,782) 
Net cash used from financing activities12,748  54,253  
Net change in cash and cash equivalents(91,041) 91,175  
Cash and cash equivalents, beginning of period276,507  227,533  
Cash and cash equivalents, end of period$185,466  $318,708  
Supplemental disclosure of noncash activities:
Unrealized gain (loss) on securities available for sale$(29,561) $12,710  
Market value of shares tendered in-lieu of cash to pay for exercise of options and/or related taxes148  647  
Obligations incurred in conjunction with leased assets3,393  32,006  
Loans transferred to foreclosed assets—  116  
Supplemental disclosure of cash flow activity:
Cash paid for interest expense3,746  3,389  
Cash paid for income taxes—  —  


See accompanying notes to unaudited condensed consolidated financial statements.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 –Summary- Summary of Significant Accounting Policies

Description of Business and Basis of Presentation

TriCo Bancshares (the “Company” or “we”) is a California corporation organized to act as a bank holding company for Tri Counties Bank (the “Bank”). The Company and the Bank are headquartered in Chico, California. The Bank is a California-chartered bank that is engaged in the general commercial banking business in 2629 California counties. The Bank operates from 57 traditional branches and 9in-store branches. The Company has five5 capital subsidiary business trusts (collectively, the “Capital Trusts”) that issued trust preferred securities, including two2 organized by TriCothe Company and three3 acquired with the acquisition of North Valley Bancorp. See Note 17 – Junior Subordinated Debt.

The consolidated financial statements are prepared in accordance with accounting policies generally accepted in the United States of America and general practices in the banking industry. All adjustments necessary for a fair presentation of these consolidated financial statements have been included and are of a normal and recurring nature. The financial statements include the accounts of the Company. All inter-company accounts and transactions have been eliminated in consolidation. For financial reporting purposes, the Company’s investments in the Capital Trusts of $1,706,000$1,792,000 are accounted for under the equity method and, accordingly, are not consolidated and are included in other assets on the consolidated balance sheet. The subordinated debentures issued and guaranteed by the Company and held by the Capital Trusts are reflected as debt on the Company’s consolidated balance sheet.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”). The Company believes that the disclosures made are adequate to make the information not misleading.
Segment and Significant Group Concentration of Credit Risk

The Company grants agribusiness, commercial, consumer, and residential loans to customers located throughout the northern San Joaquin Valley, the Sacramento Valley and northern mountain regions ofcentral California. The Company has a diversified loan portfolio within the business segments located in this geographical area. The Company currently classifies all its operation into one1 business segment that it denotes as community banking.

Geographical Descriptions
For the purpose of describing the geographical location of the Company’s operations, the Company has defined northern California as that area of California north of, and including, Stockton to the east and San Jose to the west; central California as that area of the state south of Stockton and San Jose, to and including, Bakersfield to the east and San Luis Obispo to the west; and southern California as that area of the state south of Bakersfield and San Luis Obispo.

Reclassification
Some items in the prior year consolidated financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year net income or shareholders’equity.
Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash on hand, amounts due from banks, and federal funds sold.

Net cash flows are reported for loan and deposit transactions and other borrowings.

Investment For purposes of the consolidated statement of cash flows, cash, due from banks with original maturities less than 90 days, interest-earning deposits in other banks, and Federal funds sold are considered to be cash equivalents.

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Allowance for Credit Losses - Held to Maturity Securities

The Company classifies itsmeasures expected credit losses on held-to-maturity debt securities on a collective basis by major security type, then further disaggregated by sector and marketable equitybond rating. Accrued interest receivable on held-to-maturity debt securities into onetotaled $920,000 at March 31, 2020 and is excluded from the estimate of three categories: trading, available for sale or held to maturity. Trading securities are bought and held principally for the purposecredit losses. The estimate of selling in the near term. Held to maturity securities are those securities which the Company has the ability and intent to hold until maturity. These securities are carried at costexpected credit losses considers historical credit loss information that is adjusted for amortization of premiumcurrent condition and accretion of discount, computed byreasonable and supportable forecasts based on current and expected changes in credit ratings and default rates. Based on the effective interest method over their contractual lives. All other securities not included in trading or held to maturity are classified as available for sale. Available for sale securities are recorded at fair value. Unrealized gains and losses, netimplied guarantees of the U. S. Government or its agencies related tax effect, on available for sale securities are reported as a separate componentto certain of other accumulated comprehensive income in shareholders’ equity until realized. Premiums and discounts are amortized or accreted over the life of the related investment security as an adjustment to yield using the effective interest method. Dividend and interest income are recognized when earned. Realized gains and losses are derived from the amortized cost of the security sold. During the three months ended September 30, 2017, the Company sold $24,796,000 of available for sale classifiedthese investment securities, and the absence of any historical or expected losses, substantially all qualify for $25,757,000 realizing a gainzero loss assumption. Management has separately evaluated its HTM investment securities from obligations of $961,000. Duringstate and political subdivisions utilizing the six months ended June 30, 2017 and throughout 2016, the Company did not have anyhistorical loss data represented by similar securities classified as trading.

The Company assesses other-than-temporary impairment (“OTTI”) based on whether it intends to sellover a security or if it is likelyperiod of time spanning nearly 50 years. As a result of this evaluation, management determined that the Company would be required to sell the security before recovery of the amortized cost basis of the investment, which may be maturity. For debtexpected credit losses associated with these securities if we intend to sell the security or it is more likely than not that we will be required to sell the security before recovering its cost basis, the entire impairment loss would be recognized in earnings as an OTTI. If we do not intend to sell the security and it is not likely that we will be required to sell the security but we do not expect to recover the entire amortized cost basis of the security, only the portion of the impairment loss representingsignificant for financial reporting purposes and therefore, no allowance for credit losses would be recognized in earnings. The credit loss on a security is measured as the difference between the amortized cost basis and the present value of the cash flows expected to be collected. Projected cash flows are discounted by the original or current effective interest rate depending on the nature of the security being measured for potential OTTI. The remaining impairment related to all other factors, the difference between the present value of the cash flows expected to be collected and fair value, is recognized as a charge to other comprehensive income (“OCI”). Impairment losses related to all other factors are presented as separate categories within OCI. The accretion of the amount recorded in OCI increases the carrying value of the investment and does not affect earnings. If there is an indication of additional credit losses the security isre-evaluated according to the procedures described above. No OTTI losses were recognized during the nine months ended September 30, 2017 or the year ended December 31, 2016.

Restricted Equity Securities

Restricted equity securities represent the Company’s investment in the stock of the Federal Home Loan Bank of San Francisco (“FHLB”) and are carried at par value, which reasonably approximates its fair value. While technically these are considered equity securities, there is no market for the FHLB stock. Therefore, the shares are considered as restricted investment securities. Management periodically evaluates FHLB stock for other-than-temporary impairment. Management’s determination of whether these investments are impaired is based on its

assessment of the ultimate recoverability of cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of cost is influenced by criteria such as (1) the significance of any decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, (3) the impact of legislative and regulatory changes on institutions and, accordingly, the customer base of the FHLB, and (4) the liquidity position of the FHLB.

As a member of the FHLB system, the Bank is required to maintain a minimum level of investment in FHLB stock based on specific percentages of its outstanding mortgages, total assets, or FHLB advances. The Bank may request redemption at par value of any stock in excess of the minimum required investment. Stock redemptions are at the discretion of the FHLB.

been recognized.

Loans Held for Sale

Loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value, as determined by aggregate outstanding commitments from investors of current investor yield requirements. Net unrealized losses are recognized through a valuation allowance by charges to noninterest income.

Mortgage loans held for sale are generally sold with the mortgage servicing rights retained by the Company. Gains or losses on the sale of loans that are held for sale are recognized at the time of the sale and determined by the difference between net sale proceeds and the net book value of the loans less the estimated fair value of any retained mortgage servicing rights.

Loans and Allowance for Loan Losses

Loans originated by the Company, i.e., not purchased or acquired in a business combination, are referred to as originated loans. Originated loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principalprinciple amount outstanding, net of deferred loan fees and costs. Loan origination and commitment fees and certain direct loan origination costs are deferred, and the net amount is amortized as an adjustment of the related loan’s yield over the actual life of the loan. Originated loans on which the accrual of interest has been discontinued are designated as nonaccrual loans.

Originated loansLoans are placed in nonaccrual status when reasonable doubt exists as to the full, timely collection of interest or principal, or a loan becomes contractually past due by 90 days or more with respect to interest or principal and is not well secured and in the process of collection. When an originateda loan is placed on nonaccrual status, all interest previously accrued but not collected is reversed.reversed against interest income. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is considered probable. Interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of Management, the loan is estimated to be fully collectible as to both principal and interest.

An Accrued interest receivable is not included in the calculation of the allowance for loan lossescredit losses.

Allowance for originated loans is established through a provision for loan losses charged to expense. Credit Losses - Loans
The allowance is maintained at a level which, in Management’s judgment, is adequate to absorb probable incurredfor credit losses inherent in(ACL) is a valuation account that is deducted from the loan portfolio as ofloan's amortized cost basis to present the balance sheet date. Originated loans and deposit related overdraftsnet amount expected to be collected on the loans. Loans are charged off against the allowance forwhen management believes the recorded loan losses when Management believes thatbalance is confirmed as uncollectible. Expected recoveries do not exceed the collectabilityaggregate of amounts previously charged-off and expected to be charged-off. Regardless of the principaldetermination that a charge-off is unlikelyappropriate for financial accounting purposes, the Company manages its loan portfolio by continually monitoring, where possible, a borrower's ability to pay through the collection of financial information, delinquency status, borrower discussion and the encouragement to repay in accordance with the original contract or with respectmodified terms, if appropriate.
Management estimates the allowance balance using relevant information, from internal and external sources, relating to consumer installment loans, according to an established delinquency schedule.past events, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is an amountmeasured on a collective (pool) basis when similar risk characteristics exist. Historical credit loss experience provides the basis for the estimation of expected credit losses, which captures loan balances as of a point in time to form a cohort, then tracks the respective losses generated by that Management believes will be adequatecohort of loans over the remaining life. The Company identified and accumulated loan cohort historical loss data beginning with the fourth quarter of 2008 and through the current period. In situations where the Company's actual loss history was not statistically relevant, the loss history of peers, defined as financial institutions with assets greater than three billion and less than ten billion, were utilized to absorb probable incurredcreate a minimum loss rate. Adjustments to historical loss information are made for differences in relevant current loan-specific risk characteristics, such as historical timing of losses inherent in existing loans, based on evaluationsrelative to the loan origination. In its loss forecasting framework, the Company incorporates forward-looking information through the use of macroeconomic scenarios applied over the forecasted life of the collectability, impairmentassets. These macroeconomic scenarios incorporate variables that have historically been key drivers of increases and prior loss experience of loans. The evaluations take into consideration such factors asdecreases in credit losses. These variables include, but are not limited to changes in environmental conditions, such as California unemployment rates, household debt levels and U.S. gross domestic product.
A loan is considered to be collateral dependent when repayment is expected to be provided substantially through the nature and sizeoperation or sale of the portfolio, overall portfolio quality, loan concentrations, specific problemcollateral. The ACL on collateral dependent loans and current economic conditions that may affect the borrower’s ability to pay. The Company defines an originated loan as impaired when it is probable the Company will be unable to collect all amounts due according to the original contractual terms of the loan agreement. Impaired originated loans are measured based on the present value of expected future cash flows discounted at the loan’s original effective interest rate. As a practical expedient, impairment may be measured based on the loan’s observable market price orusing the fair value of the underlying collateral, ifadjusted for costs to sell when applicable, less the loan is collateral dependent. When the measureamortized cost basis of the impaired loanfinancial asset. If the value of underlying collateral is determined to be less than the recorded investment inamount of the loan, a charge-off will be taken. Loans for which the impairmentterms have been modified resulting in a concession, and for which the borrower is recorded through a specific reserve allocation within the allowance for loan losses.

In situations related to originated loans where, for economic or legal reasons related to a borrower’sexperiencing financial difficulties, the Company grants a concession for other than an insignificant period of timeis considered to the borrower that the Company would not otherwise consider, the related loan is classified asbe a troubled debt restructuring (TDR). The Company strives to identify borrowers in financial difficulty early and work with them to modify to more affordable terms before their loan reaches nonaccrual status. These modified terms may includeACL on a TDR is measured using the same method as all other portfolio loans, except when the value of a concession cannot be measured using a method other than the discounted cash flow method. When the value of a concession is measured using the discounted cash flow method, the ACL is determined by discounting the expected future cash flows at the original interest rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where the Company grants the borrower new terms that result in the loan being classified as a TDR, the Company measures any impairment on the restructuring as noted above for impaired loans. TDR loans are classified as impaired until they are fully paid off or charged off. Loans that are in nonaccrual status at the time they become TDR loans, remain in nonaccrual status until the borrower demonstrates a sustained periodloan.

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Table of performance which the Company generally believes to be six consecutive months of payments, or equivalent. Otherwise, TDR loans are subject to the same nonaccrual andcharge-off policies as noted above with respect to their restructured principal balance.

Credit risk is inherent in the business of lending. As a result, the Company maintains an allowance for loan losses to absorb probable incurred losses inherent in the Company’s originated loan portfolio. This is maintained through periodic charges to earnings. These charges are included in the Consolidated Statements of Income as provision for loan losses. All specifically identifiable and quantifiable losses are immediately charged off against the allowance. However, for a variety of reasons, not all losses are immediately known to the Company and, of those that are known, the full extent of the loss may not be quantifiable at that point in time. The balance of the Company’s allowance for originated loan losses is meant to be an estimate of these probable incurred losses inherent in the portfolio.

Contents


The Company formally assesseshas identified the adequacy offollowing portfolio segments to evaluate and measure the allowance for originated loan lossescredit loss:
One to four residential term loans: The most significant drivers of potential loss within the Company's residential real estate portfolio relate general, regional, or individual changes in economic conditions and their effect on a quarterly basis. Determinationemployment and borrowers cash flow. Risk in this portfolio is best measured by changes in borrower credit score and loan-to-value. Loss estimates are based on the general movement in credit score, economic outlook and its effects on employment and the value of homes and the Bank’s historical loss experience adjusted to reflect the economic outlook and the unemployment rate.
Commercial mortgage loans:
Commercial real estate - Owner occupied: These credits are primarily susceptible to changes in the financial condition of the adequacy is based on ongoing assessments ofbusiness operated by the probable risk in the outstanding originated loan portfolio, and to a lesser extent the Company’s originated loan commitments. These assessments include the periodicre-grading of credits based onproperty owner. This may be driven by changes in, their individual credit characteristics including delinquency, seasoning, recent financial performanceamong other things, industry challenges, factors unique to the operating geography of the borrower, economic factors, changeschange in the interest rate environment, growthindividual fortunes of the portfolio as a whole or by segment, and other factors as warranted. Loans are initially graded when originated. They arere-graded as they are renewed, when there is a new loan to the same borrower, when identified facts demonstrate heightened risk of nonpayment, or if they become delinquent.Re-grading of larger problem loans occurs at least quarterly. Confirmation of the quality of the grading process is obtained by independent credit reviews conducted by consultants specifically hired for this purpose and by various bank regulatory agencies.

The Company’s method for assessing the appropriateness of the allowance for originated loan losses includes specific allowances for impaired originated loans, formula allowance factors for pools of credits, and allowances for changing environmental factors (e.g., interest rates, growth,business owner, general economic conditions etc.). Allowance factors for loan pools were based on historical loss experience by product type and prior risk rating.

Loans purchased or acquired in a business combination are referred to as acquired loans. Acquired loans are valued as of the acquisition date in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 805,Business Combinations. Loans acquired with evidence of credit deterioration since origination for which it is probable that all contractually required payments will not be collected are referred to as purchased credit impaired (PCI) loans. PCI loans are accounted for under FASB ASC Topic310-30,Loans and Debt Securities Acquired with Deteriorated Credit Quality. Under FASB ASC Topic 805 and FASB ASC Topic310-30, PCI loans are recorded at fair value at acquisition date, factoring in credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for loan losses is not carried over or recorded as of the acquisition date. Fair value is defined as the present value of the future estimated principal and interest payments of the loan, with the discount rate used in the present value calculation representing the estimated effective yield of the loan. Default rates, loss severity, and prepayment speed assumptions are periodically reassessed and our estimate of future payments is adjusted accordingly. The difference between contractual future payments and estimated future payments is referred to as the nonaccretable difference. The difference between estimated future payments and the present value of the estimated future payments is referred to as the accretable yield. The accretable yield represents the amount that is expected to be recorded as interest income over the remaining life of the loan. If after acquisition, the Company determines that the estimated future cash flows of a PCI loan are expected to be more than originally estimated, an increase in the discount rate (effective yield) would be made such that the newly increased accretable yield would be recognized, on a level yield basis, over the remaining estimated life of the loan. If, thereafter, the Company determines that the estimated future cash flows of a PCI loan are expected to be less than previously estimated, an allowance for loan loss would be established through a provision for loan losses charged to expense to decrease the present value to the required level. If the estimated cash flows improve after an allowance has been established for a loan, the allowance may be partially or fully reversed depending on the improvement in the estimated cash flows. Only after the allowance has been fully reversed may the discount rate be increased. PCI loans are put on nonaccrual status when cash flows cannot be reasonably estimated. PCI loans on nonaccrual status are accounted for using the cost recovery method or cash basis method of income recognition. The Company refers to PCI loans on nonaccrual status that are accounted for using the cash basis method of income recognition as “PCI – cash basis” loans; and the Company refers to all other PCI loans as “PCI – other” loans PCI loans are charged off when evidence suggests cash flows are not recoverable. Foreclosed assets from PCI loans are recorded in foreclosed assets at fair value with the fair value at time of foreclosure representing cash flow from the loan. ASC310-30 allows PCI loans with similar risk characteristics and acquisition time frame to be “pooled” and have their cash flows aggregated as if they were one loan. The Company elected to use the “pooled” method of ASC310-30 for PCI – other loans in the acquisition of certain assets and liabilities of Granite Community Bank, N.A. (“Granite”) during 2010 and Citizens Bank of Northern California (“Citizens”) during 2011.

Acquired loans that are not PCI loans are referred to as purchased not credit impaired (PNCI) loans. PNCI loans are accounted for under FASB ASC Topic310-20,Receivables – Nonrefundable Fees and Other Costs,in which interest income is accrued on a level-yield basis for performing loans. For income recognition purposes, this method assumes that all contractual cash flows will be collected, and no allowance for loan losses is established at the time of acquisition. Post-acquisition date, an allowance for loan losses may need to be established for acquired loans through a provision charged to earnings for credit losses incurred subsequent to acquisition. Under ASC310-20, the loss would be measured based on the probable shortfall in relation to the contractual note requirements, consistent with our allowance for loan loss policy for similar loans.

Throughout these financial statements, and in particular in Note 4 and Note 5, when we refer to “Loans” or “Allowance for loan losses” we mean all categories of loans, including Originated, PNCI, PCI – cash basis, and PCI - other. When we are not referring to all categories of loans, we will indicate which we are referring to – Originated, PNCI, PCI – cash basis, or PCI - other.

When referring to PNCI and PCI loans we use the terms “nonaccretable difference”, “accretable yield”, or “purchase discount”. Nonaccretable difference is the difference between undiscounted contractual cash flows due and undiscounted cash flows we expect to collect, or put another way, it is the undiscounted contractual cash flows we do not expect to collect. Accretable yield is the difference between undiscounted cash flows we expect to collect and the value at which we have recorded the loan on our financial statements. On the date of acquisition, all purchased loans are recorded on our consolidated financial statements at estimated fair value. Purchase discount is the difference between the estimated fair value of loans on the date of acquisition and the principal amount owed by the borrower, net of charge offs, on the date of acquisition. We may also refer to “discounts to principal balance of loans owed, net of charge-offs”. Discounts to principal balance of loans owed, net of charge-offs is the difference between principal balance of loans owed, net of charge-offs, and loans as recorded on our financial statements. Discounts to principal balance of loans owed, net of charge-offs arise from purchase discounts, and equal the purchase discount on the acquisition date.

Loans are also categorized as “covered” or “noncovered”. Covered loans refer to loans covered by a Federal Deposit Insurance Corporation (“FDIC”) loss sharing agreement. Noncovered loans refer to loans not covered by a FDIC loss sharing agreement.

Foreclosed Assets

Foreclosed assets include assets acquired through, or in lieu of, loan foreclosure. Foreclosed assets are held for sale and are initially recorded at fair value less estimated costs to sell at the date of foreclosure, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Any write-downs based on the asset’s fair value less costs to sell at the date of acquisition are charged to the allowance for loan and lease losses. Any recoveries based on the asset’s fair value less estimated costs to sell in excess of the recorded value of the loan at the date of acquisition are recorded to the allowance for loan and lease losses. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed. Revenue and expenses from operations and changes in the valuation allowance are included in other noninterest expense. Gain or loss on sale of foreclosed assetsbusiness cycles. When default is included in noninterest income. Foreclosed assets that are not subject to a FDIC loss-share agreement are referred to as noncovered foreclosed assets.

Foreclosed assets acquired through FDIC-assisted acquisitions that are subject to a FDIC loss-share agreement, and all assets acquired via foreclosure of covered loans are referred to as covered foreclosed assets. Covered foreclosed assets are reported exclusive of expected reimbursement cash flows from the FDIC. Foreclosed covered loan collateral is transferred into covered foreclosed assets at the loan’s carrying value, inclusive of the acquisition date fair value discount.

Covered foreclosed assets are initially recorded at estimated fair value less estimated costs to sell on the acquisition date based on similar market comparable valuations less estimated selling costs. Any subsequent valuation adjustments due to declines in fair value will be charged to noninterest expense, and will be mostly offsetdriven by noninterest income representing the corresponding increaseissues related specifically to the FDIC indemnification assetbusiness owner, collateral values tend to provide better repayment support and may result in little or no loss. Alternatively, when default is driven more by general economic conditions, the underlying collateral may have devalued more and thus result in larger losses in the event of default. The terms on these loans at origination typically have maturities from five to ten years with amortization periods from fifteen to thirty years.

Commercial real estate - Non-owner occupied: These commercial properties typically consist of buildings which are leased to others for their use and rely on rents as the offsettingprimary source of repayment. Property types are predominantly office, retail, or light industrial but the portfolio also has some special use properties. As such, the risk of loss reimbursement amount. Any recoveries of previous valuation adjustments will be credited to noninterest expenseassociated with a corresponding charge to noninterest income for the portion of the recovery thatthese properties is due to the FDIC.

Premises and Equipment

Land is carried at cost. Land improvements, buildings and equipment, including those acquired under capital lease, are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expenses are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or lease terms. Asset lives range from3-10 years for furniture and equipment and15-40 years for land improvements and buildings.

Goodwill and Other Intangible Assets

Goodwill represents the excess of costs over fair value of net assets of businesses acquired. Goodwill and other intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment.

The Company has an identifiable intangible asset consisting of core deposit intangibles (CDI). CDI are amortized over their respective estimated useful lives, and reviewed for impairment.

Impairment of Long-Lived Assets and Goodwill

Long-lived assets, such as premises and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever eventsprimarily driven by general economic changes or changes in circumstances indicate thatregional economies and the carrying amountimpact of an asset may not be recoverable. Recoverabilitysuch on a tenant’s ability to pay. Ultimately this can affect occupancy, rental rates, or both. Additional risk of assets to be held and used is measured by a comparison ofloss can come from new construction resulting in oversupply, the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately inhold or operate the appropriate asset and liability sections of the consolidated balance sheet.

As of December 31 of each year, goodwill is tested for impairment, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. This determination is made at the reporting unit level. The Company may choose to first assess qualitative factors to determine whether the existence of eventsproperty, or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then goodwill is deemed not to be impaired. However, if the Company concludes otherwise, or if the Company elected not to first assess qualitative factors, then the Company performs the first step of atwo-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. Second, if the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Currently, and historically, the Company is comprised of only one reporting unit that operates within the business segment it has identified as “community banking”. Goodwill was not impaired as of December 31, 2016 because the fair value of the reporting unit exceeded its carrying value.

Mortgage Servicing Rights

Mortgage servicing rights (MSR) represent the Company’s right to a future stream of cash flows based upon the contractual servicing fee associated with servicing mortgage loans. Our MSR arise from residential and commercial mortgage loans that we originate and sell, but retain the right to service the loans. The net gain from the retention of the servicing right is included in gain on sale of loans in noninterest income when the loan is sold. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Servicing fees are recorded in noninterest income when earned.

The Company accounts for MSR at fair value. The determination of fair value of our MSR requires management judgment because they are not actively traded. The determination of fair value for MSR requires valuation processes which combine the use of discounted cash flow models and extensive analysis of current market data to arrive at an estimate of fair value. The cash flow and prepayment assumptions used in our discounted cash flow model are based on empirical data drawn from the historical performance of our MSR, which we believe are consistent with assumptions used by market participants valuing similar MSR, and from data obtained on the performance of similar MSR. The key assumptions used in the valuation of MSR include mortgage prepayment speeds and the discount rate. These variables can, and generally will, change from quarter to quarter as market conditions and projected interest rates change. The key risks inherent with MSR are prepayment speed and changes in interest rates. The terms on these loans at origination typically have maturities from five to ten years with amortization periods from fifteen to thirty years.

Multifamily: These commercial properties are generally comprised of more than four rentable units, such as apartment buildings, with each unit intended to be occupied as the primary residence for one or more persons. Multifamily properties are also subject to changes in general or regional economic conditions, such as unemployment, ultimately resulting in increased vacancy rates or reduced rents or both. In addition, new construction can create an oversupply condition and market competition resulting in increased vacancy, reduced market rents, or both. Due to the nature of their use and the greater likelihood of tenant turnover, the management of these properties is more intensive and therefore is more critical to the preclusion of loss.
Farmland: While the Company uses an independent third party to determine fair valuehas few loans that were originated for the purpose of MSR.

Indemnification Asset/Liability

The Company accounts for amounts receivable or payable under its loss-share agreements entered intothe acquisition of these commercial properties, loans secured by farmland represent unique risks that are associated with the FDICoperation of an agricultural businesses. The valuation of farmland can vary greatly over time based on the property's access to resources including but not limited to water, crop prices, foreign exchange rates, government regulation or restrictions, and the nature of ongoing capital investment needed to maintain the quality of the property. Loans secured by farmland typically represent less risk to the Company than other agriculture loans as the real estate typically provides greater support in connectionthe event of default or need for longer term repayment.

Consumer loans:
Home equity lines of credit (HELOC): Similar to residential real estate term loans, HELOC performance is also primarily driven by borrower cash flows based on employment status. However, HELOCs carry additional risks associated with the fact that most of these loans are secured by a deed of trust in a position that is junior to the primary lien holder. Furthermore, the risk that as the borrower's financial strength deteriorates, the outstanding balance on these credit lines may increase as they may only be canceled by the Company if certain limited criteria are met. In addition to the allowance for credit losses maintained as a percent of the outstanding loan balance, the Company maintains additional reserves for the unfunded portion of the HELOC.
Home equity loans: Similar to residential real estate term loans but secured by a deed of trust in a position that is junior to the primary lien holder.
Consumer - Automobile and other: The majority of consumer loans are secured by automobiles, with the remainder primarily unsecured revolving debt (credit cards). These loans are susceptible to three primary risks; non-payment due to income loss, over-extension of credit and, when the borrower is unable to pay, shortfall in collateral value, if any. Typically non-payment is due to loss of job and will follow general economic trends in the marketplace driven primarily by
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rises in the unemployment rate. Loss of collateral value can be due to market demand shifts, damage to collateral itself or a combination of those factors. Credit card loans are unsecured and while collection efforts are pursued in the event of default, there is typically limited opportunity for recovery. Loss estimates are based on the general movement in credit score, economic outlook and its purchaseeffects on employment and assumptionthe Bank’s historical loss experience adjusted to reflect the economic outlook and the unemployment rate.
Commercial:
Commercial and industrial: Primarily based on the cash flow of certain assetsthe borrower, and liabilities of Granite as indemnification assetssecondarily on the underlying collateral provided by the borrower. A borrower's cash flow may be unpredictable, and collateral securing these loans may fluctuate in accordance with FASB ASC Topic 805,Business Combinations. FDIC indemnification assets are initially recorded at fairvalue. Most often, collateral includes accounts receivable, inventory, or equipment. Collateral securing these loans may depreciate over time, may be difficult to appraise, may be illiquid and may fluctuate in value based on the discounted valuesuccess of expected future cash flows under the loss-share agreements.business. Actual and forecast changes in gross domestic product are believed to be corollary to losses associated with these credits.
Leases: The difference betweenloss forecasting model applies the fair value and the undiscounted cash flows the Company expects to collect from or pay to the FDIC will be accreted into noninterest incomehistorical rate of loss for similar loans over the expected life of the FDIC indemnification asset. FDIC indemnification assetsLeases typically represent an elevated level of credit risk as compared to loans secured by real estate as the collateral for leases is often subject to a more rapid rate of depreciation or depletion. The ultimate severity of loss is impacted by the type of collateral securing the exposure, the size of the exposure, the borrower’s industry sector, any guarantors and the geographic market. Assumptions of expected loss are reviewed quarterlyconditioned to the economic outlook and the other variables discussed above.
Agriculture: Repayment is dependent upon successful operation of the agricultural business, which is greatly impacted by factors outside the control of the borrower. These factors include adverse weather conditions, including access to water, that may impact crop yields, loss of livestock due to disease or other factors, declines in market prices for agriculture products, changes in foreign exchange, and the impact of government regulations. In addition, many farms are dependent on a limited number of key individuals whose injury or death may significantly affect the successful operation of the business. Consequently, agricultural loans may involve a greater degree of risk than other types of loans.
Construction: While secured by real estate, construction loans represent a greater level of risk than term real estate loans due to the nature of the additional risks associated with the not only the completion of construction within an estimated time period and budget, but also the need to either sell the building or reach a level of stabilized occupancy sufficient to generate the cash flows necessary to support debt service and operating costs. The Company seeks to mitigate the additional risks associated with construction lending by requiring borrowers to comply with lower loan to value ratios and additional covenants as well as strong tertiary support of guarantors. The loss forecasting model applies the historical rate of loss for similar loans over the expected life of the asset as adjusted for any changes in expected cash flows based on recent performance and expectations for future performance of the covered portfolios. These adjustments are measured onmacroeconomic factors.
Unfunded commitments: The estimated credit losses associated with these unfunded lending commitments is calculated using the same basis as the related covered loansmodels and covered other real estate owned. Any increases in cash flowmethodologies noted above and incorporate utilization assumptions at time of the covered assets over those expected will reduce the FDIC indemnification asset and any decreases in cash flow of the covered assets under those expected will increase the FDIC indemnification asset. Increases and decreases to the FDIC indemnification asset are recorded as adjustments to noninterest income.

Reserve for Unfunded Commitments

default. The reserve for unfunded commitments is established through a provision for losses – unfunded commitments charged to noninterest expense. The reserve for unfunded commitments is an amount that Management believes will be adequate to absorb probable losses inherentmaintained on the balance sheet in existing commitments, including unused portions of revolving lines of credits and other loans, standby letters of credits, and unused deposit account overdraft privilege. The reserve for unfunded commitments is based on evaluations of the collectability, and prior loss experience of unfunded commitments. The evaluations take into consideration such factors as changesliabilities.


Accounting Standards Adopted in the nature and size of the loan portfolio, overall loan portfolio quality, loan concentrations, specific problem loans and related unfunded commitments, and current economic conditions that may affect the borrower’s or depositor’s ability to pay.

Low Income Housing Tax Credits

The Company accounts for low income housing tax credits and the related qualified affordable housing projects using the proportional amortization method. Under the proportional amortization method,2020

On January 1, 2020, the Company amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). Upon entering into a qualified affordable housing project, the Company records, in other liabilities, the entire amount that it has agreed to invest in the project, and an equal amount, in other assets, representing its investment in the project. As the Company disburses cash to satisfy its investment obligation, other liabilities are reduced. Over time, as the tax credits and other tax benefits of the project are realized by the Company, the investment recorded in other assets is reduced using the proportional amortization method.

Income Taxes

The Company’s accounting for income taxes is based on an asset and liability approach. The Company recognizes the amount of taxes payable or refundable for the current year, and deferred tax assets and liabilities for the future tax consequences that have been recognized in its financial statements or tax returns. The measurement of tax assets and liabilities is based on the provisions of enacted tax laws. A valuation allowance, if needed, reduces deferred tax assets to the expected amount most likely to be realized. Realization of deferred tax assets is dependent upon the generation of a sufficient level of future taxable income and recoverable taxes paid in prior years. Although realization is not assured, management believes it is more likely than not that all of the deferred tax assets will be realized. Interest and/or penalties related to income taxes are reported as a component of noninterest income.

Off-Balance Sheet Credit Relatedadopted ASU 2016-03 Financial Instruments

In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under credit card arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded.

Geographical Descriptions

For the purpose of describing the geographical location of the Company’s loans, the Company has defined northern California as that area of California north of, and including, Stockton; central California as that area of the state south of Stockton, to and including, Bakersfield; and southern California as that area of the state south of Bakersfield.

Reclassifications

During the three months ended September 30, 2017, the Company changed its classification of 1st lien and 2nd liennon-owner occupied1-4 residential real estate mortgage loans from commercial real estate mortgage loans to residential real estate mortgage loans and consumer home equity loans, respectively. This change in loan category classification was made to better align the Company’s financial reporting classifications with regulatory reporting classifications, and to properly classify these loans for regulatory risk-based capital ratio calculations. As a result of these reclassifications, at September 30, 2017, loans with balances of $60,957,000, and $5,620,000, that would have been classified as commercial real estate mortgage loans prior to this change, were classified as residential real estate mortgage loans, and consumer home equity loans, respectively; and the Company’s, and the Bank’s, Total risk based capital ratios, Tier 1 capital ratios, and Tier 1 common equity ratios were all recalculated to be0.10%-0.20% higher than they would have been prior to this change. Certain amounts reported in previous consolidated financial statements have been reclassified and recalculated to conform to the presentation in this report. These reclassifications did not affect previously reported net income or total shareholders’ equity.

Recent Accounting Pronouncements

FASB Accounting Standards Update (ASU)No.2014-09,Revenue from Contracts with Customers(Topic 606):ASU2014-09 is intended to clarify the principles for recognizing revenue, and to develop common revenue standards and disclosure requirements that would: (1) remove inconsistencies and weaknesses in revenue requirements; (2) provide a more robust framework for addressing revenue issues; (3) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; (4) provide more useful information to users of financial statements through improved disclosures; and (5) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. The guidance affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets. The core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides steps to follow to achieve the core principle. An entity should disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Qualitative and quantitative information is required with regard to contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. ASU2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods therein, with early adoption permitted for reporting periods beginning after December 15, 2016. The Company plans to adopt ASU2014-09 on January 1, 2018 utilizing the modified retrospective approach. Since the guidance does not apply to revenue associated with financial instruments such as loans and investments, which are accounted for under other provisions of GAAP, we do not expect it to impact interest income, our largest component of income. The Company is currently performing an overall assessment of revenue streams potentially affected by the ASU, including certain deposit related fees and interchange fees, to determine the potential impact of this guidance on our consolidated financial statements.

FASB issued Accounting Standard Update (ASU)No. 2016-02,Leases (Topic 842).ASU 2016-2, among other things, requires lessees to recognize most leaseson-balance sheet, increasing reported assets and liabilities. Lessor accounting remains substantially similar to current U.S. GAAP.ASU 2016-02 will be effective for the Company on January 1, 2019, utilizing the modified retrospective transition approach. The Company is currently evaluating the impact of adopting ASU2016-02 on the Company’s consolidated financial statements.

FASB issued Accounting Standard Update (ASU)No. 2016-09, Compensation – Stock Compensation (Topic 718).ASU 2016-09, among other things, requires: (i) that all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statement, (ii) the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur, (iii) an entity also should recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period, (iv) excess tax benefits should be classified along with other income tax cash flows as an operating activity, (v) an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur, (vi) the threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates in the applicable jurisdictions, and (vii) cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity.ASU 2016-09 was effective for the Company on January 1, 2017 and due to options exercised and restricted stock units released during the three and nine months ended September 30, 2017, resulted in the recognition of excess tax benefits totaling $150,000, and $847,000 respectively.

FASB issued ASUNo. 2016-13,Financial Instruments – Credit Losses (Topic 326).ASU2016-13: Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology that is referred to as the final guidance on the new current expected credit loss (‘‘CECL’’) model. ASU2016-13, among other things, requires the incurred loss impairment methodology in current GAAP be replaced with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to estimate future credit loss estimates. As CECL encompasses all financial assets carried at amortized cost, the requirement that reserves be established based on an organization’s reasonable and supportable estimate(CECL) methodology. The measurement of expected credit losses extendsunder the CECL methodology is applicable to held to maturity (‘‘HTM’’)financial assets measured at amortized costs, including loan receivables and held-to-maturity debt securities. ASU2016-13 amendsIt also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in certain leases. In addition, ASC 326 made changes to the accounting for available for sale debt securities. One such change is to require increases or decreases in credit losses onavailable-for-sale securities (‘‘AFS’’), whereby credit losses will be presented as an allowance rather than as opposeda write-down on available for sale debt securities, based on management's intent to a write-down. In addition, CECLsell the security or likelihood the Company will modifybe required to sell the accountingsecurity, before recovery of the amortized cost basis.

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for the reporting periods beginning after January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company adopted ASC 326 using the prospective transition approach for financial assets purchased loans with credit deterioration since origination, so(PCD) that reserves are established atwere previously classified as purchase credit impaired (PCI) and accounted for under ASC 310-30. In accordance with the Standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of acquisition for purchased loans. Lastly, ASU2016-13 requires enhanced disclosuresadoption. The remaining noncredit discount (based on the significant estimates and judgments usedadjusted amortized costs basis) will be accreted into interest income at the effective interest rate as of adoption. The Company recognized an increase in the ACL for loans totaling $18,913,000, including a reclassification of $481,000 from discounts on acquired loans to estimatethe allowance for credit losses, as well as on the credit quality and underwriting standards of an organization’s portfolio. These disclosures require organizations to present the currently required credit quality disclosures disaggregated by the year of origination or vintage. ASU2016-13 allows for a modified retrospective approach with a cumulative effect adjustment to the balance sheet upon adoption (charge tofrom change in accounting policies, with a corresponding decrease in retained earnings, insteadnet of the income statement). ASU2016-13 will be effective for the Company on$5,449,000 in taxes
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of $12,983,000. Management has separately evaluated its held-to-maturity investment securities from obligations of state and political subdivisions and determined that no loss reserves were required.
On January 1, 2020 and early adoption is permitted. While the Company is currently evaluating the provisions ofadopted ASU2016-13 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements, it has taken steps to prepare for the implementation when it becomes effective, such as forming an internal task force, gathering pertinent data, consulting with outside professionals, and evaluating its current IT systems. Management expects to recognize aone-time cumulative effect adjustment to the allowance for loan losses as of the first reporting period in which the new standard is effective, but cannot yet estimate the magnitude of theone-time adjustment or the overall impact of the new guidance on the Company’s financial position, results of operations or cash flows.

FASB issued ASU No.2016-18, Statement of Cash Flows - Restricted Cash (Topic 230).ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling thebeginning-of-period andend-of-period total amounts shown on the statement of cash flows.ASU 2016-18 will be effective for the Company on January 1, 2018 and is not expected to have a significant impact on the Company’s consolidated financial statements.

FASB issued ASUNo. 2017-01,Business Combinations - Clarifying the Definition of a Business (Topic 805).ASU 2017-01 clarifies the definition and provides a more robust framework to use in determining when a set of assets and activities constitutes a business.ASU 2017-01 is intended to provide guidance when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.ASU 2017-01 will be effective for us on January 1, 2018 and is not expected to have a significant impact on our financial statements.

FASB issued ASUNo. 2017-04, Intangibles - Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment(Topic 350).ASU2017-04, which eliminates step two of the goodwill impairment test (the hypothetical purchase price allocation used to determine the implied fair value of goodwill) when step one (determining if the carrying value of a reporting unit exceeds its fair value) is failed. Instead, entities simply will compare the fair value of a reporting unit to its carrying amount and record goodwill impairment for the amount by which the reporting unit’s carrying amount exceeds its fair value. There was 0 goodwill impairment recorded during the quarter ended March 31, 2020.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the Coronavirus Disease 2019 (COVID-19) pandemic. The CARES Act provides optional temporary relief from troubled debt restructuring and impairment accounting requirements for loan modifications related to the COVID-19 pandemic made during the period from March 1, 2020 to the earlier of December 31, 2020 or 60 days after the national emergency concerning COVID-19 declared by the President terminates. The election of any such suspension would be applicable for the term of the loan modification but solely with respect to any modification (including a forbearance arrangement, an interest rate modification, a repayment plan and any other similar arrangement that defers or delays the payment of principal or interest) that occurs during the applicable period for a loan that was not more than 30 days past due as of December 31, 2019. The ability to suspend TDR accounting does not apply to any adverse impact on the credit of a borrower that is not related to the COVID-19 pandemic nor does it apply to borrowers.
Accounting Standards Pending Adoption
FASB issued ASU 2017-042019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The guidance also promotes consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU No. 2019-12 will be effective for the Company onbeginning January 1, 20202021 and is not expected to have a significant impact on the Company’s consolidated financial statements.

FASB issued ASUNo. 2017-07,Compensation - Retirement Benefits 2020-04, Reference Rate Reform (Topic 715).848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU2017-07 requires provides temporary optional guidance to ease the potential burden in accounting for reference rate reform by providing optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that an employer report the service cost component in the same line itemreference LIBOR or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are requiredanother reference rate expected to be presenteddiscontinued because of reference rate reform. Amendments in the income statement separately from the service cost component.this ASU 2017-07 will beare effective for the Company on January 1, 2018 and is not expected to have a significant impact on the Company’s consolidated financial statements.

FASB issued ASU2017-08,Receivables - Nonrefundable Fees and Other Costs (Topic 310).ASU 2017-08 shortens the amortization period for certain callable debt securities held at a premium to require such premiums to be amortized to the earliest call date unless applicable guidance related to certain poolsas of securities is applied to consider estimated prepayments. Under prior guidance, entities were generally required to amortize premiums on individual,non-pooled callable debt securities as a yield adjustment over the contractual life of the security.ASU 2017-08 does not change the accounting for callable debt securities held at a discount.ASU 2017-08 will be effective for the Company on January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU2016-08 on the Company’s consolidated financial statements.

FASB issued ASU2017-09, Compensation - Stock Compensation (Topic 718).ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. UnderASU 2017-09, an entity will not apply modification accounting to a share-based payment award if all of the following are the same immediately before and after the change: (i) the award’s fair value, (ii) the award’s vesting conditions and (iii) the award’s classification as an equity or liability instrument.ASU 2017-09 will be effective for the Company on January 1, 2018 and is not expected to have a significant impact on the Company’s consolidated financial statements.

March 12, 2020 through December 31, 2022.

Note 2 - Business Combinations

On March 18, 2016, the Bank completed its acquisition of three branch banking offices from Bank of America originally announced October 28, 2015. Investment Securities

The acquired branches are located in Arcata, Eureka and Fortuna in Humboldt County on the North Coast of California, and have significant overlap compared to the Company’s then-existing Northern California customer base and branch locations. Beginning on March 18, 2016, the revenue and expenses from the operations of the acquired branches are included in the results of the Company. The Bank paid a premium of $3,204,000 for deposit relationships with balances of $161,231,000 and loans with balances of $289,000.

The assets acquired and liabilities assumed in the acquisition of these branches were accounted for in accordance with ASC 805 “Business Combinations,” using the acquisition method of accounting and were recorded at theiramortized cost, estimated fair values on the March 18, 2016 acquisition date, and the results of operations of the acquired branches are included in the Company’s consolidated statements of income since that date. The excess of the fair value of consideration transferred over total identifiable net assets was recorded as goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and the acquired branches. $849,000 of the goodwill is deductibleallowance for income tax purposes because the acquisition was accounted for as a purchase of assets and assumption of liabilities for tax purposes.

The following table discloses the calculation of the fair value of consideration transferred, the total identifiable net assets acquired and the resulting goodwill relating to the acquisition of three branch banking offices and certain deposits from Bank of America on March 18, 2016:

(in thousands)  March 18, 2016 

Fair value of consideration transferred:

  

Cash consideration

  $3,204 
  

 

 

 

Total fair value of consideration transferred

   3,204 
  

 

 

 

Asset acquired:

  

Cash and cash equivalents

   159,520 

Loans

   289 

Premises and equipment

   1,590 

Core deposit intangible

   2,046 

Other assets

   141 
  

 

 

 

Total assets acquired

   163,586 
  

 

 

 

Liabilities assumed:

  

Deposits

   161,231 
  

 

 

 

Total liabilities assumed

   161,231 
  

 

 

 

Total net assets acquired

   2,355 
  

 

 

 

Goodwill recognized

  $849 
  

 

 

 

A summary of the cash paid and estimated fair value adjustments resulting in the goodwill recorded in the acquisition of three branch banking offices and certain deposits from Bank of America on March 18, 2016 are presented below:

   March 18, 2016 
(in thousands)    

Cash paid

  $3,204 

Cost basis net assets acquired

   —   

Fair value adjustments:

  

Loans

   —   

Premises and Equipment

   (309

Core deposit intangible

   (2,046
  

 

 

 

Goodwill

  $849 
  

 

 

 

As part of the acquisition of three branch banking offices from Bank of America, the Company performed a valuation of premises and equipment acquired. This valuation resulted in a $309,000 increase in the net book value of the land and buildings acquired, and was based on current appraisals of such land and buildings.

The Company recognized a core deposit intangible of $2,046,000 related to the acquisition of the core deposits. The recorded core deposit intangibles represented approximately 1.50% of the core deposits acquired and will be amortized over their estimated useful lives of 7 years.

A valuation of the time deposits acquired was also performed as of the acquisition date. Time deposits were split into similar pools based on size, type of time deposits, and maturity. A discounted cash flow analysis was performed on the pools based on current market rates currently paid on similar time deposits. The valuation resulted in no material fair value discount or premium, and none was recorded.

Note 3 - Investment Securities

The amortized cost and estimated fair valuescredit losses of investments in debt and equity securities are summarized in the following tables:

   September 30, 2017 
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Estimated
Fair
Value
 
       (in thousands)     

Securities Available for Sale

        

Obligations of U.S. government corporations and agencies

  $557,060   $1,321   $(4,319  $554,062 

Obligations of states and political subdivisions

   121,635    1,182    (1,600   121,217 

Marketable equity securities

   3,000    —      (43   2,957 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total securities available for sale

  $681,695   $2,503   $(5,962  $678,236 
  

 

 

   

 

 

   

 

 

   

 

 

 

Securities Held to Maturity

        

Obligations of U.S. government corporations and agencies

  $521,999   $6,837   $(1,442  $527,394 

Obligations of states and political subdivisions

   14,568    211    (50   14,729 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total securities held to maturity

  $536,567   $7,048   $(1,492  $542,123 
  

 

 

   

 

 

   

 

 

   

 

 

 
   December 31, 2016 
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Estimated
Fair
Value
 
       (in thousands)     

Securities Available for Sale

        

Obligations of U.S. government corporations and agencies

  $434,357   $1,949   $(6,628  $429,678 

Obligations of states and political subdivisions

   121,746    267    (4,396   117,617 

Marketable equity securities

   3,000    —      (62   2,938 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total securities available for sale

  $559,103   $2,216   $(11,086  $550,233 
  

 

 

   

 

 

   

 

 

   

 

 

 

Securities Held to Maturity

        

Obligations of U.S. government corporations and agencies

  $587,982   $5,001   $(4,199  $588,784 

Obligations of states and political subdivisions

   14,554    56    (191   14,419 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total securities held to maturity

  $602,536   $5,057   $(4,390  $603,203 
  

 

 

   

 

 

   

 

 

   

 

 

 

During

March 31, 2020
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Allowance for Credit LossesEstimated
Fair
Value
(in thousands)
Debt Securities Available for Sale
Obligations of U.S. government agencies$447,736  $21,482  $—  $—  $469,218  
Obligations of states and political subdivisions110,564  3,561  —  —  114,125  
Corporate bonds2,437  138  —  —  2,575  
Asset backed securities467,436   (51,363) —  416,081  
Total debt securities available for sale$1,028,173  $25,189  $(51,363) $—  $1,001,999  


10

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March 31, 2020
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
Allowance for Credit Losses
(in thousands)
Debt Securities Held to Maturity
Obligations of U.S. government agencies$345,944  $17,352  $(4) $363,292  $—  
Obligations of states and political subdivisions13,826  324  —  14,150  —  
Total debt securities held to maturity$359,770  $17,676  $(4) $377,442  $—  


December 31, 2019
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
(in thousands)
Debt Securities Available for Sale
Obligations of U.S. government agencies$466,139  $7,261  $(420) $472,980  
Obligations of states and political subdivisions106,373  3,229  (1) 109,601  
Corporate bonds2,430  102  —  2,532  
Asset backed securities371,809  129  (6,913) 365,025  
Total debt securities available for sale$946,751  $10,721  $(7,334) $950,138  
Debt Securities Held to Maturity
Obligations of U.S. government agencies361,785  6,072  (480) 367,377  
Obligations of states and political subdivisions13,821  327  —  14,148  
Total debt securities held to maturity$375,606  $6,399  $(480) $381,525  
There were no sales of investment securities during the three months ended September 30, 2017 investment securities with cost basis of $25,757,000 were sold. No investment securities were sold during the six months ended June 30, 2017 or the nine months ended September 30, 2016.March 31, 2020 and 2019, respectively. Investment securities with an aggregate carrying value of $268,076,000$463,165,000 and $292,737,000$466,321,000 at September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively, were pledged as collateral for specific borrowings, lines of credit andor local agency deposits.

The amortized cost and estimated fair value of debt securities at September 30, 2017March 31, 2020 by contractual maturity are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. At September 30, 2017,March 31, 2020, obligations of U.S. government corporations and agencies with a cost basis totaling $1,079,060,000$793,680,000 consist almost entirely of residential real estate mortgage-backed securities whose contractual maturity, or principal repayment, will follow the repayment of the underlying mortgages. For purposes of the following table, the entire outstanding balance of these mortgage-backed securities issued by U.S. government corporations and agencies is categorized based on final maturity date. At September 30, 2017,March 31, 2020, the Company estimates the average remaining life of these mortgage-backed securities issued by U.S. government corporations and agencies to be approximately 5.63.24 years. Average remaining life is defined as the time span after which the principal balance has been reduced by half.

Investment Securities

  Available for Sale   Held to Maturity 
(In thousands)  Amortized   Estimated   Amortized   Estimated 
   Cost   Fair Value   Cost   Fair Value 

Due in one year

  $2   $2    —      —   

Due after one year through five years

   206    206   $1,199   $1,233 

Due after five years through ten years

   2,223    2,279    4,098    4,165 

Due after ten years

   679,264    675,749    531,270    536,725 
  

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $681,695   $678,236   $536,567   $542,123 
  

 

 

   

 

 

   

 

 

   

 

 

 

As of March 31, 2020, the contractual final maturity for available for sale and held to maturity investment securities is as follows:
Debt SecuritiesAvailable for SaleHeld to Maturity
(in thousands)Amortized
Cost
Estimated
Fair Value
Amortized
Cost
Estimated
Fair Value
Due in one year$604  $607  $1,279  $1,285  
Due after one year through five years18,264  18,958  —  —  
Due after five years through ten years114,545  103,673  22,271  23,136  
Due after ten years894,760  878,761  336,220  353,021  
Totals$1,028,173  $1,001,999  $359,770  $377,442  
Gross unrealized losses on investmentdebt securities and the fair value of the related securities, aggregated by investment category and
11

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length of time that individual securities have been in a continuous unrealized loss position, were as follows:

   Less than 12 months  12 months or more  Total 
   Fair   Unrealized  Fair   Unrealized  Fair   Unrealized 
September 30, 2017  Value   Loss  Value   Loss  Value   Loss 
          (in thousands)        

Securities Available for Sale:

          

Obligations of U.S. government corporations and agencies

  $365,252   $(4,319  —      —    $365,252   $(4,319

Obligations of states and political subdivisions

   31,937    (903 $8,905   $(697  40,842    (1,600

Marketable equity securities

   2,957    (43  —      —     2,957    (43
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total securitiesavailable-for-sale

  $400,146   $(5,265 $8,905   $(697 $409,051   $(5,962
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Securities Held to Maturity:

          

Obligations of U.S. government corporations and agencies

  $133,453   $(1,442  —      —    $133,453   $(1,442

Obligations of states and political subdivisions

   3,197    (50  —      —     3,179    (50
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total securitiesheld-to-maturity

  $136,650   $(1,492  —      —    $136,650   $(1,492
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 
   Less than 12 months  12 months or more  Total 
   Fair   Unrealized  Fair   Unrealized  Fair   Unrealized 
December 31, 2016  Value   Loss  Value   Loss  Value   Loss 
          (in thousands)        

Securities Available for Sale:

          

Obligations of U.S. government corporations and agencies

  $370,389   $(6,628  —      —    $370,389   $(6,628

Obligations of states and political subdivisions

   90,825    (4,396  —      —     90,825    (4,396

Marketable equity securities

   2,938    (62  —      —     2,938    (62
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total securitiesavailable-for-sale

  $464,152   $(11,086  —      —    $464,152   $(11,086
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Securities Held to Maturity:

          

Obligations of U.S. government corporations and agencies

  $280,497   $(4,199  —      —    $280,497   $(4,199

Obligations of states and political subdivisions

   9,984    (191  —      —     9,984    (191
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total securitiesheld-to-maturity

  $290,481   $(4,390  —      —    $290,481   $(4,390
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Less than 12 months12 months or moreTotal
March 31, 2020:Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
(in thousands)
Debt Securities Available for Sale
Asset backed securities$166,612  $(13,000) $248,222  $(38,363) $414,834  $(51,363) 
Debt Securities Held to Maturity
Obligations of U.S. government agencies$707  $(4) $—  $—  $707  $(4) 

Less than 12 months12 months or moreTotal
December 31, 2019:Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
(in thousands)
Debt Securities Available for Sale
Obligations of U.S. government agencies$36,709  $(309) $23,852  $(111) $60,561  $(420) 
Obligations of states and political subdivisions778  (1) —  —  778  (1) 
Asset backed securities237,463  (4,535) 99,981  (2,378) 337,444  (6,913) 
Total debt securities available for sale$274,950  $(4,845) $123,833  $(2,489) $398,783  $(7,334) 
Debt Securities Held to Maturity
Obligations of U.S. government agencies18,813  (142) 62,952  (338) 81,765  (480) 
Total debt securities held to maturity$18,813  $(142) $62,952  $(338) $81,765  $(480) 
Obligations of U.S. government corporations and agencies: Unrealized losses on investments in obligations of U.S. government corporations and agencies are caused by interest rate increases.increases and illiquidity. The contractual cash flows of these securities are guaranteed by U.S. Government Sponsored Entities (principally Fannie Mae and Freddie Mac). It is expected that the securities would not be settled at a price less than the amortized cost of the investment. Because the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell and more likely than not will not be required to sell, these investments are not considered other-than-temporarily impaired. At September 30, 2017, 51March 31, 2020, one debt securitiessecurity representing obligations of U.S. government corporations and agencies had unrealized losses with aggregate depreciation of (1.14%)0.56% from the Company’s amortized cost basis.

Obligations The Company evaluates if a credit loss exists by monitoring to ensure it has adequate credit support and as of states and political subdivisions:March 31, 2020, the Company believes there is no expected allowance for credit losses.

Asset backed securities: The unrealized losses on investments in obligations of states and political subdivisionsasset backed securities were caused by increases in required yields by investors infor these types of securities. It is expected thatAt the time of purchase, each of these securities wouldwas rated AA or AAA and through March 31, 2020 has not be settled at a price less thanexperienced any deterioration in credit rating. At March 31, 2020, 15 asset backed securities had unrealized losses with aggregate depreciation of 11.02% from the Company’s amortized cost basis. The Company continues to monitor these securities for changes in credit rating or other indications of the investment.credit deterioration. Because management believes the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell and more likely than not will not be required to sell, there is no impairment on these investments are not considered other-than-temporarily impaired. At September 30, 2017, 48securities and there has been no allowance for credit losses recorded as of March 31, 2020.
The Company monitors credit quality of debt securities representing obligationsheld-to-maturity through the use of states and political subdivisions had unrealized losses with aggregate depreciation of (3.61%) fromcredit rating. The Company monitors the Company’scredit rating on a monthly basis. The following table summarizes the amortized cost basis.

Marketable equity securities: At September 30, 2017, 2 marketable equityof debt securities had unrealized losses with aggregate depreciation of (1.43%) fromheld-to-maturity at the Company’s amortized cost basis. The Company has the intent and ability to hold these securities for the foreseeable future and nodates indicated, aggregated by credit quality deterioration associated with these securities has been identified, therefore, management does not believe that they are other than temporarily impaired.

indicator:

12

Table of Contents
March 31, 2020December 31, 2019
AAA/AA/ABBB/BB/BAAA/AA/ABBB/BB/B
(In thousands)(In thousands)
Debt Securities Held to Maturity
Obligations of U.S. government agencies$345,944  $—  $361,785  $—  
Obligations of states and political subdivisions13,137  689  13,136  685  
Total debt securities held to maturity$359,081  $689  $374,921  $685  

Note 43 – Loans

A summary of loan balances follows (in thousands):

   September 30, 2017 
         PCI -  PCI -    
   Originated  PNCI  Cash basis  Other  Total 

Mortgage loans on real estate:

      

Residential1-4 family

  $321,852  $67,815   —    $1,405  $391,072 

Commercial

   1,588,790   206,841   —     8,171   1,803,802 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total mortgage loan on real estate

   1,910,642   274,656   —     9,576   2,194,874 

Consumer:

      

Home equity lines of credit

   269,470   17,084  $2,209   743   289,506 

Home equity loans

   41,486   2,810   —     737   45,033 

Other

   24,435   2,302   —     44   26,781 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total consumer loans

   335,391   22,196   2,209   1,524   361,320 

Commercial

   215,946   8,838   —     2,695   227,479 

Construction:

      

Residential

   75,108   12   —     —     75,120 

Commercial

   69,452   3,368   —     —     72,820 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total construction

   144,560   3,380   —     —     147,940 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total loans, net of deferred loan fees and discounts

  $2,606,539  $309,070  $2,209  $13,795  $2,931,613 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total principal balance of loans owed, net of charge-offs

  $2,614,521  $316,657  $6,519  $17,626  $2,955,323 

Unamortized net deferred loan fees

   (7,982  —     —     —     (7,982

Discounts to principal balance of loans owed, net of charge-offs

   —     (7,587  (4,310  (3,831  (15,728
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total loans, net of deferred loan fees and discounts

  $2,606,539  $309,070  $2,209  $13,795  $2,931,613 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Noncovered loans

  $2,606,539  $309,070  $2,209  $13,795  $2,931,613 

Covered loans

   —     —     —     —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total loans, net of deferred loan fees and discounts

  $2,606,539  $309,070  $2,209  $13,795  $2,931,613 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Allowance for loan losses

  $(27,417 $(1,043 $(12 $(275 $(28,747
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

follows:

(in thousands)March 31, 2020December 31, 2019
Mortgage loans on real estate:
Residential 1-4 family$506,833  $509,508  
Commercial2,889,183  2,818,782  
Total mortgage loans on real estate3,396,016  3,328,290  
Consumer:
Home equity lines of credit341,461  334,300  
Home equity loans27,110  28,586  
Other82,427  82,656  
Total consumer loans450,998  445,542  
Commercial290,334  283,707  
Construction:
Residential42,333  46,146  
Commercial199,381  203,681  
Total construction loans241,714  249,827  
Total loans, net of deferred loan fees and discounts$4,379,062  $4,307,366  
Total principal balance of loans owed, net of charge-offs$4,420,889  $4,351,725  
Unamortized net deferred loan fees(8,794) (8,927) 
Discounts to principal balance of loans owed, net of charge-offs(33,033) (35,432) 
Total loans, net of unamortized deferred loan fees and discounts$4,379,062  $4,307,366  
Allowance for loan losses$(57,911) $(30,616) 

13

Table of Contents
Note 4 – Loans (continued)

A summary of loan balances follows (in thousands):

   December 31, 2016 
         PCI -  PCI -    
   Originated  PNCI  Cash basis  Other  Total 

Mortgage loans on real estate:

      

Residential1-4 family

  $284,539  $82,335   —    $1,469  $368,343 

Commercial

   1,425,828   246,491   —     12,802   1,685,121 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total mortgage loan on real estate

   1,710,367   328,826   —     14,271   2,053,464 

Consumer:

      

Home equity lines of credit

   263,590   21,765  $2,983   1,377   289,715 

Home equity loans

   40,736   3,764   —     1,682   46,182 

Other

   28,167   2,534   —     65   30,766 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total consumer loans

   332,493   28,063   2,983   3,124   366,663 

Commercial

   200,735   12,321   —     3,991   217,047 

Construction:

      

Residential

   54,613   141   —     675   55,429 

Commercial

   58,119   8,871   —     —     66,990 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total construction

   112,732   9,012   —     675   122,419 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total loans, net of deferred loan fees and discounts

  $2,356,327  $378,222  $2,983  $22,061  $2,759,593 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total principal balance of loans owed, net of charge-offs

  $2,363,243  $388,139  $8,280  $25,650  $2,785,312 

Unamortized net deferred loan fees

   (6,916  —     —     —     (6,916

Discounts to principal balance of loans owed, net of charge-offs

   —     (9,917  (5,297  (3,589  (18,803
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total loans, net of unamortized deferred loan fees and discounts

  $2,356,327  $378,222  $2,983  $22,061  $2,759,593 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Noncovered loans

  $2,356,327  $378,222  $2,983  $18,885  $2,756,417 

Covered loans

   —     —     —     3,176   3,176 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total loans, net of unamortized deferred loan fees and discounts

  $2,356,327  $378,222  $2,983  $22,061  $2,759,593 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Allowance for loan losses

  $(28,141 $(1,665 $(17 $(2,680 $(32,503
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The following is a summary of the change in accretable yield for PCI – other loans during the periods indicated (in thousands):

   Three months ended September 30,   Nine months ended September 30, 
   2017   2016   2017   2016 

Change in accretable yield:

        

Balance at beginning of period

  $7,956   $11,775   $10,348   $13,255 

Accretion to interest income

   (594   (961   (2,554   (3,068

Reclassification (to) from nonaccretable difference

   (2,893   (160   (3,325   467 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

  $4,469   $10,654   $4,469   $10,654 
  

 

 

   

 

 

   

 

 

   

 

 

 

Note 5 – Allowance for LoanCredit Losses

The following tables summarize the activity in the allowance for loancredit losses on loans, and ending balance of loans, net of unearned fees for the periods indicated.

  Allowance for Loan Losses – Three Months Ended September 30, 2017 
  RE Mortgage  Home Equity  Other     Construction    
(in thousands) Resid.  Comm.  Lines  Loans  Consum.  C&I  Resid.  Comm.  Total 

Beginning balance

 $2,495  $10,119  $6,156  $2,354  $645  $4,729  $1,179  $466  $28,143 

Charge-offs

  (60  (20  (14  (94  (349  (291  (33  —     (861

Recoveries

  —     238   189   121   91   61   —     —     700 

(Benefit) provision

  (217  1,033   (610  (390  203   303   284   159   765 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

 $2,218  $11,370  $5,721  $1,991  $590  $4,802  $1,430  $625  $28,747 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  Allowance for Loan Losses – Nine Months Ended September 30, 2017 
  RE Mortgage  Home Equity  Other     Construction    
(in thousands) Resid.  Comm.  Lines  Loans  Consum.  C&I  Resid.  Comm.  Total 

Beginning balance

 $2,748  $11,517  $7,044  $2,644  $622  $5,831  $1,417  $680  $32,503 

Charge-offs

  (60  (170  (98  (331  (831  (1,188  (1,104  —     (3,782

Recoveries

  —     365   487   146   300   315   —     1   1,614 

(Benefit) provision

  (470  (342  (1,712  (468  499   (156  1,117   (56  (1,588
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

 $2,218  $11,370  $5,721  $1,991  $590  $4,802  $1,430  $625  $28,747 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance:

         

Individ. evaluated for impairment

 $240  $73  $363  $111  $77  $1,276   —     —    $2,140 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loans pooled for evaluation

 $1,978  $11,022  $5,347  $1,879  $513  $3,526  $1,430  $625  $26,320 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loans acquired with deteriorated credit quality

  —    $275  $12   —        —     —     —    $287 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  Loans, net of unearned fees – As of September 30, 2017 
  RE Mortgage  Home Equity  Other     Construction    
(in thousands) Resid.  Comm.  Lines  Loans  Consum.  C&I  Resid.  Comm.  Total 

Ending balance:

         

Total loans

 $391,072  $1,803,802  $289,506  $45,033  $26,781  $227,479  $75,120  $72,820  $2,931,613 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Individ. evaluated for impairment

 $5,027  $19,788  $2,219  $1,842  $267  $2,938  $144   —    $32,225 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loans pooled for evaluation

 $384,640  $1,775,843  $284,335  $42,454  $26,470  $221,846  $74,976  $72,820  $2,883,384 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loans acquired with deteriorated credit quality

 $1,405  $8,171  $2,952  $737  $44  $2,695   —     —    $16,004 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  Allowance for Loan Losses – Year Ended December 31, 2016 
  RE Mortgage  Home Equity  Other     Construction    
(in thousands) Resid.  Comm.  Lines  Loans  Consum.  C&I  Resid.  Comm.  Total 

Beginning balance

 $2,896  $11,015  $11,253  $3,177  $688  $5,271  $899  $812  $36,011 

Charge-offs

  (321  (827  (585  (219  (823  (455  —     —     (3,230

Recoveries

  880   920   2,317   590   449   404   54   78   5,692 

(Benefit) provision

  (694  395   (5,940  (903  308   611   463   (210  (5,970
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

 $2,761  $11,503  $7,045  $2,645  $622  $5,831  $1,416  $680  $32,503 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance:

         

Individ. evaluated for impairment

 $258  $4  $411  $215  $28  $1,130   —     —    $2,046 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loans pooled for evaluation

 $2,317  $10,050  $6,617  $2,366  $594  $3,765  $1,371  $680  $27,760 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loans acquired with deteriorated credit quality

 $186  $1,449  $17  $64   —    $936  $45   —    $2,697 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Note 5 – Allowanceindicated:

Allowance for Loan Losses – Three Months Ended March 31, 2020
(in thousands)Beginning
Balance
Impact of CECL AdoptionCharge-offsRecoveriesProvision
(benefit)
Ending Balance
Mortgage loans on real estate:
Residential 1-4 family$2,306  $2,675  $—  $410  $259  $5,650  
 Commercial11,995  11,848  —  194  5,216  29,253  
Total mortgage loans on real estate14,301  14,523  —  604  5,475  34,903  
Consumer:
Home equity lines of credit5,572  4,549  —  33  369  10,523  
Home equity loans611  89  —  15  (42) 673  
Other1,595  971  (130) 94  216  2,746  
Total consumer loans7,778  5,609  (130) 142  543  13,942  
Commercial5,149  (2,152) (380) 146  1,708  4,471  
Construction:
Residential630  189  —  —   824  
Commercial2,758  744  —  —  269  3,771  
Total construction loans3,388  933  —  —  274  4,595  
Total$30,616  $18,913  $(510) $892  $8,000  $57,911  

In determining the allowance for Loan Losses (continued)

  Loans, net of unearned fees – As of December 31, 2016 
  RE Mortgage  Home Equity  Other     Construction    
(in thousands) Resid.  Comm.  Lines  Loans  Consum.  C&I  Resid.  Comm.  Total 

Ending balance:

         

Total loans

 $368,343  $1,685,121  $289,715  $46,182  $30,766  $217,047  $55,429  $66,990  $2,759,593 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Individ. evaluated for impairment

 $4,094  $15,081  $3,196  $1,508  $154  $4,096  $11   —    $28,140 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loans pooled for evaluation

 $362,780  $1,657,238  $282,159  $42,992  $30,547  $208,960  $54,743  $66,990  $2,706,409 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loans acquired with deteriorated credit quality

 $1,469  $12,802  $4,360  $1,682  $65  $3,991  $675   —    $25,044 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  Allowance for Loan Losses – Three Months Ended September 30, 2016 
  RE Mortgage  Home Equity  Auto  Other     Construction    
(in thousands) Resid.  Comm.  Lines  Loans  Indirect  Consum.  C&I  Resid.  Comm.  Total 

Beginning balance

 $3,081  $11,934  $9,203  $3,057   —    $696  $5,265  $1,321  $952  $35,509 

Charge-offs

  (50  —     (122  (25  —     (160  (307  —     —     (664

Recoveries

  391   20   1,580   429   —     107   85   —     —     2,612 

(Benefit) provision

  (653  (378  (2,261  (360  —     24   199   (16  (528  (3,973
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

 $2,769  $11,576  $8,400  $3,101   —    $667  $5,242  $1,305  $424  $33,484 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  Allowance for Loan Losses – Nine Months Ended September 30, 2016 
  RE Mortgage  Home Equity  Auto  Other     Construction    
(in thousands) Resid.  Comm.  Lines  Loans  Indirect  Consum.  C&I  Resid.  Comm.  Total 

Beginning balance

 $2,896  $11,015  $11,253  $3,177   —    $688  $5,271  $899  $812  $36,011 

Charge-offs

  (212  (793  (450  (118  —     (600  (421  —     —     (2,594

Recoveries

  618   902   1,921   501   —     338   323   —     1   4,604 

(Benefit) provision

  (533  452   (4,324  (459  —     241   69   406   (389  (4,537
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

 $2,769  $11,576  $8,400  $3,101   —    $667  $5,242  $1,305  $424  $33,484 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance:

          

Individ. evaluated for impairment

 $418  $644  $511  $311   —    $72  $822   —     —    $2,778 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loans pooled for evaluation

 $2,157  $9,493  $7,864  $2,730   —    $595  $3,426  $1,257  $424  $27,946 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loans acquired with deteriorated credit quality

 $181  $1,453  $25  $59   —     —    $994  $48   —    $2,760 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  Loans, net of unearned fees – As of September 30, 2016 
  RE Mortgage  Home Equity  Auto  Other     Construction    
(in thousands) Resid.  Comm.  Lines  Loans  Indirect  Consum.  C&I  Resid.  Comm.  Total 

Ending balance:

          

Total loans

 $368,223  $1,625,897  $301,884  $48,314   —    $31,611  $217,110  $57,892  $61,295  $2,712,226 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Individ. evaluated for impairment

 $5,414  $14,706  $3,820  $2,650   —    $278  $2,397  $11   —    $29,276 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loans pooled for evaluation

 $361,336  $1,597,876  $292,833  $43,552   

  
 
 
 $31,272  $210,565  $57,338  $61,295  $2,656,067 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loans acquired with deteriorated credit quality

 $1,473  $13,315  $5,231  $2,112   —    $61  $4,148  $543   —    $26,883 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

credit losses, accruing loans with similar risk characteristics are generally evaluated collectively. To estimate expected losses the Company generally utilizes historical loss trends and the remaining contractual lives of the loan portfolios to determine estimated credit losses through a reasonable and supportable forecast period. Individual loan credit quality indicators including loan grade and borrower repayment performance have been statistically correlated with historical credit losses and various econometrics, including California unemployment, gross domestic product, and corporate bond yields. Model forecasts may be adjusted for inherent limitations or biases that have been identified through independent validation and back-testing of model performance to actual realized results. At both January 1, 2020, the adoption and implementation date of ASC Topic 326, and March 31, 2020, the Company utilized a reasonable and supportable forecast period of approximately eight quarters and obtained the forecast data from publicly available sources. The Company also considered the impact of portfolio concentrations, changes in underwriting practices, imprecision in its economic forecasts, and other risk factors that might influence its loss estimation process. During the quarter ended March 31, 2020 the levels of actual and forecasted California unemployment and gross domestic product continued to deteriorate and as a result, were the primary cause for the increase in allowance for credit losses. Management believes that the allowance for credit losses at March 31, 2020 appropriately reflected expected credit losses inherent in the loan portfolio at that date.


14

Table of Contents
Allowance for Loan Losses – Year Ended December 31, 2019
(in thousands)Beginning
Balance
Charge-offsRecoveriesProvision
(benefit)
Ending Balance
Mortgage loans on real estate:
Residential 1-4 family$2,676  $(2) $54  $(422) $2,306  
Commercial12,944  (746) 1,528  (1,731) 11,995  
Total mortgage loans on real estate15,620  (748) 1,582  (2,153) 14,301  
Consumer:
Home equity lines of credit6,042  —  504  (974) 5,572  
Home equity loans1,540  (3) 431  (1,357) 611  
Other793  (765) 321  1,246  1,595  
Total consumer loans8,375  (768) 1,256  (1,085) 7,778  
Commercial6,090  (2,123) 525  657  5,149  
Construction:
Residential464  —  —  166  630  
Commercial2,033  —  —  725  2,758  
Total construction loans2,497  —  —  891  3,388  
Total$32,582  $(3,639) $3,363  $(1,690) $30,616  

Allowance for Loan Losses – Three Months Ended March 31, 2019
(in thousands)Beginning
Balance
Charge-offsRecoveriesProvision
(benefit)
Ending Balance
Mortgage loans on real estate:
Residential 1-4 family$2,676  $—  $ $(178) $2,500  
Commercial12,944  —  1,381  (1,995) 12,330  
Total mortgage loans on real estate15,620  —  1,383  (2,173) 14,830  
Consumer:
Home equity lines of credit6,042  —  95  (122) 6,015  
Home equity loans1,540  —  87  (341) 1,286  
Other793  (207) 75  379  1,040  
Total consumer loans8,375  (207) 257  (84) 8,341  
Commercial6,090  (519) 168  339  6,078  
Construction:
Residential464  —  —  84  548  
Commercial2,033  —  —  234  2,267  
Total construction loans2,497  —  —  318  2,815  
Total$32,582  $(726) $1,808  $(1,600) $32,064  


As part of theon-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including, but not limited to, trends relating to (i) the level of criticized and classified loans, (ii) net charge-offs,(iii) non-performing loans, and (iv) delinquency within the portfolio.

Note 5 – Allowance The Company analyzes loans individually to classify the loans as to credit risk and grading. This analysis is performed annually for Loan Losses (continued)

all outstanding balances greater than $1,000,000 and non-homogeneous loans, such as commercial real estate loans, unless other indicators, such as delinquency, trigger more frequent evaluation. Loans below the $1,000,000 threshold and homogenous in nature are evaluated as needed based on delinquency and borrower credit scores.

The Company utilizes a risk grading system to assign a risk grade to each of its loans. Loans are graded on a scale ranging from Pass to Loss. A description of the general characteristics of the risk grades is as follows:

Pass – This grade represents loans ranging from acceptable to very little or no credit risk. These loans typically meet most if not all policy standards in regard to: loan amount as a percentage of collateral value, debt service coverage, profitability, leverage, and working capital.

Special Mention – This grade represents “Other Assets Especially Mentioned” in accordance with regulatory guidelines and includes loans that display some potential weaknesses which, if left unaddressed, may result in deterioration of the repayment prospects for the asset or may inadequately protect the Company’s position in the future. These loans warrant more than normal supervision and attention.

Substandard
15

Table of Contents
Pass– This grade represents loans ranging from acceptable to very little or no credit risk. These loans typically meet most if not all policy standards in regard to: loan amount as a percentage of collateral value, debt service coverage, profitability, leverage, and working capital.
Special Mention– This grade represents “Other Assets Especially Mentioned” in accordance with regulatory guidelines and includes loans that display some potential weaknesses which, if left unaddressed, may result in deterioration of the repayment prospects for the asset or may inadequately protect the Company’s position in the future. These loans warrant more than normal supervision and attention.
Substandard– This grade represents “Substandard” loans in accordance with regulatory guidelines. Loans within this rating typically exhibit weaknesses that are well defined to the point that repayment is jeopardized. Loss potential is, however, not necessarily evident. The underlying collateral supporting the credit appears to have sufficient value to protect the Company from loss of principal and accrued interest, or the loan has been written down to the point where this is true. There is a definite need for a well defined workout/rehabilitation program.

Doubtful – This grade represents “Doubtful” loans in accordance with regulatory guidelines. An asset classified as Doubtful has all the weaknesses inherent in a loan classified Substandard 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. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral, and financing plans.

Loss – This grade represents “Loss” loans in accordance with regulatory guidelines. A loan classified as Loss is considered uncollectible and of such little value that its continuance as a bankable asset is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the loan, even though some recovery may be affected in the future. The portion of the loan that is graded loss should be charged off no later than the end of the quarter in which the loss is identified.

The following tables present ending loan balances by loan category and risk grade for the periods indicated:

   Credit Quality Indicators – As of September 30, 2017 
   RE Mortgage   Home Equity   Other       Construction     
(in thousands)  Resid.   Comm.   Lines   Loans   Consum.   C&I   Resid.   Comm.   Total 

Originated loans:

                  

Pass

  $317,577   $1,553,178   $266,066   $38,885   $23,978   $209,215   $75,000   $60,921   $2,544,820 

Special mention

   1,831    13,484    2,196    815    368    3,390    —      8,531    30,615 

Substandard

   2,444    22,128    1,208    1,786    89    3,341    108    —      31,104 

Loss

   —      —      —      —      —      —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total originated

  $321,852   $1,588,790   $269,470   $41,486   $24,435   $215,946   $75,108   $69,452   $2,606,539 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

PNCI loans:

                  

Pass

  $65,700   $191,518   $15,832   $2,534   $2,257   $8,832   $12   $3,368   $290,053 

Special mention

   223    13,155    452    209    39    —      —      —      14,078 

Substandard

   1,892    2,168    800    67    6    6    —      —      4,939 

Loss

   —      —      —      —      —      —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total PNCI

  $67,815   $206,841   $17,084   $2,810   $2,302   $8,838   $12   $3,368   $309,070 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

PCI loans

  $1,405   $8,171   $2,952   $737   $44   $2,695    —      —     $16,004 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans

  $391,072   $1,803,802   $289,506   $45,033   $26,781   $227,479   $75,120   $72,820   $2,931,613 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   Credit Quality Indicators – As of December 31, 2016 
   RE Mortgage   Home Equity   Other       Construction     
(in thousands)  Resid.   Comm.   Lines   Loans   Consum.   C&I   Resid.   Comm.   Total 

Originated loans:

                  

Pass

  $278,635   $1,399,936   $258,024   $37,844   $27,542   $190,902   $54,602   $57,808   $2,305,293 

Special mention

   2,992    14,341    2,518    891    385    6,133    —      311    27,571 

Substandard

   2,912    11,551    3,048    2,001    240    3,700    11    —      23,463 

Loss

   —      —      —      —      —      —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total originated

  $284,539   $1,425,828   $263,590   $40,736   $28,167   $200,735   $54,613   $58,119   $2,356,327 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

PNCI loans:

                  

Pass

  $79,000   $233,326   $20,442   $3,506   $2,437   $12,320   $141   $8,871   $360,043 

Special mention

   1,849    5,925    509    173    92    1    —      —      8,549 

Substandard

   1,486    7,240    814    85    5    —      —      —      9,630 

Loss

   —      —      —      —      —      —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total PNCI

  $82,335   $246,491   $21,765   $3,764   $2,534   $12,321   $141   $8,871   $378,222 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

PCI loans

  $1,469   $12,802   $4,360   $1,682   $65   $3,991   $675    —     $25,044 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans

  $368,343   $1,685,121   $289,715   $46,182   $30,766   $217,047   $55,429   $66,990   $2,759,593 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Note 5 – Allowance for Loan Losses (continued)

Consumer loans, whether unsecured or secured by real estate, automobiles, or other personal property, are susceptible to three primary risks;non-payment due to income loss, over-extension of credit and, when the borrower is unable to pay, shortfall in collateral value. Typicallynon-payment is due to loss of job and will follow general economic trends in the marketplace driven primarily by rises in the unemployment rate. Loss of collateral value can be due to market demand shifts, damage to collateral itself or a combination of the two.

Problem consumer loans are generally identified by payment history of the borrower (delinquency). The Bank manages its consumer loan portfolios by monitoring delinquency and contacting borrowers to encourage repayment, suggest modifications if appropriate, and, when continued scheduled payments become unrealistic, initiate repossession or foreclosure through appropriate channels. Collateral values may be determined by appraisals obtained through Bank approved, licensed appraisers, qualified independent third parties, public value information (blue book values for autos), sales invoices, or other appropriate means. Appropriate valuations are obtained at initiation of the credit and periodically (every3-12 months depending on collateral type) once repayment is questionable and the loan has been classified.

Commercial real estatewritten down to the point where this is true. There is a definite need for a well-defined workout/rehabilitation program.

Doubtful– This grade represents “Doubtful” loans generally fall into two categories, owner-occupied andnon-owner occupied. Loans secured by owner occupied real estate are primarily susceptible to changes in accordance with regulatory guidelines. An asset classified as Doubtful has all the business conditionsweaknesses inherent in a loan classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of the related business. This may be driven by, among other things, industry changes, geographic business changes, changes in the individual fortunes of the business owner, and general economiccurrently existing facts, conditions and changes in business cycles. These same risks apply to commercial loans whether secured by equipmentvalues, highly questionable and improbable. Pending factors include proposed merger, acquisition, or other personal property or unsecured. Lossesliquidation procedures, capital injection, perfecting liens on loans secured by owner occupied real estate, equipment, or other personal property generally are dictated by the value of underlying collateral at the time of default and liquidation of the collateral. When default is driven by issues related specifically to the business owner, collateral values tend to provide better repayment support and may result in little or no loss. Alternatively, when default is driven by more general economic conditions, underlying collateral generally has devalued more and results in larger losses due to default. Loans secured bynon-owner occupied real estate are primarily susceptible to risks associated with swings in occupancy or vacancy and related shifts in lease rates, rental rates or room rates. Most often these shifts are a result of changes in general economic or market conditions or overbuilding and resultant over-supply. Losses are dependent on value of underlying collateral at the time of default. Values are generally driven by these same factors and influenced by interest rates and required rates of return as well as changes in occupancy costs.

Construction loans, whether owner occupied ornon-owner occupied commercial real estate loans or residential development loans, are not only susceptible to the related risks described above but the added risks of construction itself including cost over-runs, mismanagement of the project, or lack of demand or market changes experienced at time of completion. Again, losses are primarily related to underlying collateral value and changes therein as described above.

Problem C&I loans are generally identified by periodic review of financial information which may include financial statements, tax returns, rent rolls and payment history of the borrower (delinquency). Based on this information the Bank may decide to take any of several courses of action including demand for repayment, additional collateral, or guarantors, and when repayment becomes unlikely through borrower’s incomefinancing plans.

Loss– This grade represents “Loss” loans in accordance with regulatory guidelines. A loan classified as Loss is considered uncollectible and cash flow, repossession or foreclosure of the underlying collateral.

Collateral values may be determined by appraisals obtained through Bank approved, licensed appraisers, qualified independent third parties, publicsuch little value information (blue book values for autos), sales invoices, or other appropriate means. Appropriate valuations are obtained at initiation of the credit and periodically (every3-12 months depending on collateral type) once repaymentthat its continuance as a bankable asset is questionable andnot warranted. This classification does not mean that the loan has been classified.

Once a loan becomes delinquent and repayment becomes questionable, a Bank collection officer will address collateral shortfalls with the borrower and attempt to obtain additional collateral. If thisabsolutely no recovery or salvage value, but rather that it is not forthcoming and payment in full is unlikely, the Bank will estimate its probable loss, using a recent valuation as appropriatepractical or desirable to the underlying collateral less estimated costs of sale, and chargedefer writing off the loan, down toeven though some recovery may be affected in the estimated net realizable amount. Dependingfuture. The portion of the loan that is graded loss should be charged off no later than the end of the quarter in which the loss is identified.

16

Table of Contents

Based on the lengthmost recent analysis performed, the risk category of time until ultimate collection,loans by class of loans is as follows for the Bank may revalue the underlying collateral and take additional charge-offs as warranted. Revaluations may occur as often as every3-12 months depending on the underlying collateral and volatilityperiod indicated:

(in thousands)Term Loans Amortized Cost Basis by Origination Year – As of March 31, 2020
20202019201820172016PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Mortgage loans on real estate:
Residential 1-4 family risk ratings
Pass$25,698$102,369$59,278$69,504$60,063$179,461—  $117$496,490
Special Mention—  —  —  868  18  2,953  —  105  3,944  
Substandard—  —  574  996  51  4,778  —  —  6,399  
Doubtful/Loss—  —  —  —  —  —  —  —  —  
Total residential 1-4 family - mortgage loans$25,698$102,369$59,852$71,368$60,132$187,192$—$222$506,833


Mortgage loans on real estate:
Commercial risk ratings
Pass$82,428$457,462$364,082$443,054$407,011$967,584$102,830$1,501$2,825,952
Special Mention70  2,288  —  7,618  11,562  10,722  12,588  —  44,848  
Substandard200  1,394  1,445  1,580  3,191  9,801  772  —  18,383  
Doubtful/Loss—  —  —  —  —  —  —  —  —  
Total commercial - mortgage loans$82,698$461,144$365,527$452,252$421,764$988,107$116,190$1,501$2,889,183


Consumer loans:
Home equity line of credit risk ratings
Pass$2,859$8,591$2,967$714$1,561$10,815$304,911$627$333,045
Special Mention80  —  36  46  70  644  3,524  —  4,400  
Substandard—  —  57  529  80  1,078  2,266   4,016  
Doubtful/Loss—  —  —  —  —  —  —  —  —  
Total home equity lines of credit - consumer loans$2,939$8,591$3,060$1,289$1,711$12,537$310,701$633$341,461


17

Table of values. Final charge-offs or recoveries are taken when collateral is liquidated and actual loss is known. Unpaid balances on loans after or during collection and liquidation may also be pursued through lawsuit and attachmentContents

(in thousands)Term Loans Amortized Cost Basis by Origination Year – As of March 31, 2020
20202019201820172016PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Consumer loans:
Home equity loans risk ratings
Pass$2$580$290$378$673$21,191$500$16$23,630
Special Mention—  —  19  —  —  906  —  —  925  
Substandard153  —  —  —  145  2,257  —  —  2,555  
Doubtful/Loss—  —  —  —  —  —  —  —  —  
Total home equity loans - consumer loans$155$580$309$378$818$24,354$500$16$27,110



Consumer loans:
Other risk ratings
Pass$7,679$40,454$20,465$6,221$1,883$1,787$1,747$1,407$81,643
Special Mention—  53  170  141  44  158  83   651  
Substandard—  59  —  12  11  35  16  —  133  
Doubtful/Loss—  —  —  —  —  —  —  —  —  
Total other - consumer loans$7,679$40,566$20,635$6,374$1,938$1,980$1,846$1,409$82,427



Commercial loans:
Commercial risk ratings
Pass$15,616$66,145$32,209$25,226$10,041$17,434$112,189$5,164$284,024
Special Mention—  —  75  539  149  110  604  700  2,177  
Substandard—  153  382  1,236  1,262  201  725  174  4,133  
Doubtful/Loss—  —  —  —  —  —  —  —  —  
Total commercial loans$15,616$66,298$32,666$27,001$11,452$17,745$113,518$6,038$290,334

18

Table of wages or judgment liens on borrower’s other assets.

Contents

(in thousands)Term Loans Amortized Cost Basis by Origination Year – As of March 31, 2020
20202019201820172016PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Construction loans:
Residential risk ratings
Pass$1,725$15,703$17,067$0$3,459$0$0$0$37,954
Special Mention—  —  —  —  4,379  —  —  —  4,379  
Substandard—  —  —  —  —  —  —  —  —  
Doubtful/Loss—  —  —  —  —  —  —  —  —  
Total residential - construction loans$1,725$15,703$17,067$0$7,838$0$0$0$42,333


Construction loans:
Commercial risk ratings
Pass$14,081$35,515$82,740$43,455$15,793$5,709$0$0$197,293
Special Mention—  —  —  —  —  1,845  —  —  1,845  
Substandard—  —  —  —  —  243  —  —  243  
Doubtful/Loss—  —  —  —  —  —  —  —  —  
Total commercial - construction loans$14,081$35,515$82,740$43,455$15,793$7,797$0$0$199,381


Total loans:
Risk ratings
Pass$150,088$726,819$579,098$588,552$500,484$1,203,981$522,177$8,832$4,280,031
Special Mention150  2,341  300  9,212  16,222  17,338  16,799  807  63,169  
Substandard353  1,606  2,458  4,353  4,740  18,393  3,779  180  35,862  
Doubtful/Loss—  —  —  —  —  —  —  —  —  
Total loans$150,591$730,766$581,856$602,117$521,446$1,239,712$542,755$9,819$4,379,062

19

Table of Contents
(in thousands)Term Loans Amortized Cost Basis by Origination Year – As of December 31, 2019
2019201820172016PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Mortgage loans on real estate:
Residential 1-4 family risk ratings
Pass$102,613$63,542$73,195$65,050$194,214—  —  $498,614
Special Mention—  —  1,408  19  3,287  —  —  4,714
Substandard—  813  711  52  4,604  —  —  6,180
Doubtful/Loss—  —  —  —  —  —  —  $0
Total residential 1-4 family - mortgage loans$102,613$64,355$75,314$65,121$202,105$—$—$509,508

Mortgage loans on real estate:
Commercial risk ratings
Pass$446,597$373,065$421,901$415,568$1,010,057$107,965$748$2,775,901
Special Mention—  —  4,965  9,373  8,467  2,253  —  25,058  
Substandard830  1,454  1,591  3,216  9,937  795  —  17,823  
Doubtful/Loss—  —  —  —  —  —  —  —  
Total commercial - mortgage loans$447,427$374,519$428,457$428,157$1,028,461$111,013$748$2,818,782


Consumer loans:
Home equity line of credit risk ratings
Pass$10,195$3,436$1,015$1,729$11,821$297,458$663$326,317
Special Mention—  11  47  31  665  3,398  37  4,189  
Substandard—  59  253  77  1,223  2,146  36  3,794  
Doubtful/Loss—  —  —  —  —  —  —  —  
Total home equity lines of credit - consumer loans$10,195$3,506$1,315$1,837$13,709$303,002$736$334,300


20

Table of Contents
(in thousands)Term Loans Amortized Cost Basis by Origination Year – As of December 31, 2019
2019201820172016PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Consumer loans:
Home equity loans risk ratings
Pass$607$300$382$712$22,655$399$37$25,092
Special Mention—  20  —  —  1,172  —  —  1,192  
Substandard—  —  —  156  2,146  —  —  2,302  
Doubtful/Loss—  —  —  —  —  —  —  —  
Total home equity loans - consumer loans$607$320$382$868$25,973$399$37$28,586


Consumer loans:
Other risk ratings
Pass$45,675$23,014$7,176$2,245$2,099$1,602$3$81,814
Special Mention56  182  176  52  172  81  —  719  
Substandard60  —  13   45    123  
Doubtful/Loss—  —  —  —  —  —  —  —  
Total other - consumer loans$45,791$23,196$7,365$2,298$2,316$1,684$6$82,656



Commercial loans:
Commercial risk ratings
Pass$77,614$37,411$27,195$11,906$17,806$100,098$3,623$275,653
Special Mention—  339  1,236  167  164  1,921  —  3,827  
Substandard—  48  1,481  1,646  393  611  48  4,227  
Doubtful/Loss—  —  —  —  —  —  —  —  
Total commercial loans$77,614$37,798$29,912$13,719$18,363$102,630$3,671$283,707



21

Table of Contents
(in thousands)Term Loans Amortized Cost Basis by Origination Year – As of December 31, 2019
2019201820172016PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Construction loans:
Residential risk ratings
Pass$18,516$12,990$0$3,319$0$6,230$889$41,944
Special Mention—  —  —  4,202  —  —  —  4,202  
Substandard—  —  —  —  —  —  —  —  
Doubtful/Loss—  —  —  —  —  —  —  —  
Total residential - construction loans$18,516$12,990$0$7,521$0$6,230$889$46,146


Construction loans:
Commercial risk ratings
Pass$31,031$72,339$76,043$15,654$7,322$975$0$203,364
Special Mention—  —  —  —  317  —  —  317  
Substandard—  —  —  —  —  —  —  —  
Doubtful/Loss—  —  —  —  —  —  —  —  
Total commercial - construction loans$31,031$72,339$76,043$15,654$7,639$975$0$203,681


Total loans:
Risk ratings
Pass$732,848$586,097$606,907$516,183$1,265,974$514,727$5,963$4,228,699
Special Mention56  552  7,832  13,844  14,244  7,653  37  44,218  
Substandard890  2,374  4,049  5,148  18,348  3,553  87  34,449  
Doubtful/Loss—  —  —  —  —  —  —  —  
Total loans$733,794$589,023$618,788$535,175$1,298,566$525,933$6,087$4,307,366

22

Table of Contents

The following table shows the ending balance of current and past due and nonaccrual originated loans by loan category as of the date indicated:

   Analysis of Past Due and Nonaccrual Originated Loans – As of September 30, 2017 
   RE Mortgage   Home Equity   Other       Construction     

(in thousands)

  Resid.   Comm.   Lines   Loans   Consum.   C&I   Resid.   Comm.   Total 

Originated loan balance:

 

                

Past due:

                  

30-59 Days

  $721   $2,241   $695   $662   $150   $362    —      —     $4,831 

60-89 Days

   403    793    299    —      83    1    —      —      1,579 

> 90 Days

   343    744    82    468    1    407    —      —      2,045 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total past due

   1,467    3,778    1,076    1,130    234    770    —      —      8,455 

Current

   320,385    1,585,012    268,394    40,356    24,201    215,176    75,108    69,452    2,598,084 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total orig. loans

  $321,852   $1,588,790   $269,470   $41,486   $24,435   $215,946   $75,108   $69,452   $2,606,539 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

> 90 Days and still accruing

   —      —      —      —          —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Nonaccrual loans

  $1,037   $6,954   $534   $1,199   $13   $1,951    —      —     $11,688 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Note 5 – Allowance for Loan Losses (continued)


Analysis of Past Due Loans - As of March 31, 2020
(in thousands)30-59 days60-89 days> 90 daysTotal Past
Due Loans
CurrentTotal
Mortgage loans on real estate:
Residential 1-4 family$699  $—  $1,763  $2,462  $504,371  $506,833  
Commercial18,445  1,283  2,675  22,403  2,866,780  2,889,183  
Total mortgage loans on real estate19,144  1,283  4,438  24,865  3,371,151  3,396,016  
Consumer:
Home equity lines of credit572  85  1,118  1,775  339,686  341,461  
Home equity loans200  64  193  457  26,653  27,110  
Other100  12  114  226  82,201  82,427  
Total consumer loans872  161  1,425  2,458  448,540  450,998  
Commercial1,014  932  70  2,016  288,318  290,334  
Construction:
Residential—  —  —  —  42,333  42,333  
Commercial—  —  —  —  199,381  199,381  
Total construction loans—  —  —  —  241,714  241,714  
Total originated loans$21,030  $2,376  $5,933  $29,339  $4,349,723  $4,379,062  

The following table shows the ending balance of current and past due and nonaccrual PNCIoriginated loans by loan category as of the date indicated:

   Analysis of Past Due and Nonaccrual PNCI Loans – As of September 30, 2017 
   RE Mortgage   Home Equity   Other       Construction     
(in thousands)  Resid.   Comm.   Lines   Loans   Consum.   C&I   Resid.   Comm.   Total 

PNCI loan balance:

                  

Past due:

                  

30-59 Days

  $39    —     $100   $27   $12    —      —      —     $178 

60-89 Days

   159    1,599    129    18    5    1    —      —      1,911 

> 90 Days

   1,021    —      —      —          6    —      —     $1,027 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total past due

   1,219    1,599    229    45    17    7    —      —      3,116 

Current

   66,596    205,242    16,855    2,765    2,285    8,831    12    3,368    305,954 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total PNCI loans

  $67,815   $206,841   $17,084   $2,810   $2,302   $8,838   $12   $3,368   $309,070 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

> 90 Days and still accruing

   —      —      —      —          —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Nonaccrual loans

  $1,089   $1,599   $276   $50   $6   $6    —      —     $3,026 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following table shows the ending balance of current, past due, and nonaccrual originated loans by loan category as of the date indicated:

 

   Analysis of Past Due and Nonaccrual Originated Loans – As of December 31, 2016 
   RE Mortgage   Home Equity   Other       Construction     
(in thousands)  Resid.   Comm.   Lines   Loans   Consum.   C&I   Resid.   Comm.   Total 

Originated loan balance:

 

                

Past due:

                  

30-59 Days

  $552   $317   $754   $646   $16   $1,148   $921    —     $4,354 

60-89 Days

   269    1,387    —      395    30    84    —     $421    2,586 

> 90 Days

   —      216    687    184    15    634    11    —      1,747 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total past due

   821    1,920    1,441    1,225    61    1,866    932    421    8,687 

Current

   283,718    1,423,908    262,149    39,511    28,106    198,869    53,681    57,698    2,347,640 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total orig. loans

  $284,539   $1,425,828   $263,590   $40,736   $28,167   $200,735   $54,613   $58,119   $2,356,327 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

> 90 Days and still accruing

   —      —      —      —          —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Nonaccrual loans

  $255   $7,651   $1,211   $803   $33   $2,930   $11    —     $12,894 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following table shows the ending balance of current, past due, and nonaccrual PNCI loans by loan category as of the date indicated:

 

 

   Analysis of Past Due and Nonaccrual PNCI Loans – As of December 31, 2016 
   RE Mortgage   Home Equity   Other       Construction     
(in thousands)  Resid.   Comm.   Lines   Loans   Consum.   C&I   Resid.   Comm.   Total 

PNCI loan balance:

                  

Past due:

                  

30-59 Days

  $1,510   $73   $274   $39        —      —      —     $1,896 

60-89 Days

   —      —      —      —          —      —      —      —   

> 90 Days

   21    81    589    13        —      —      —      704 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total past due

   1,531    154    863    52        —      —      —      2,600 

Current

   80,804    246,337    20,902    3,712   $2,534   $12,321   $141   $8,871    375,622 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total PNCI loans

  $82,335   $246,491   $21,765   $3,764   $2,534   $12,321   $141   $8,871   $378,222 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

> 90 Days and still accruing

   —      —      —      —          —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Nonaccrual loans

  $194   $1,826   $742   $67   $5    —      —      —     $2,834 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Note 5 – Allowance for Loan Losses (continued)

Impaired

Analysis of Past Due Loans - As of December 31, 2019
(in thousands)30-59 days60-89 days> 90 daysTotal Past
Due Loans
CurrentTotal
Mortgage loans on real estate:
Residential 1-4 family$1,149  $371  $1,957  $3,477  $506,031  $509,508  
Commercial581  136  2,431  3,148  2,815,634  2,818,782  
Total mortgage loans on real estate1,730  507  4,388  6,625  3,321,665  3,328,290  
Consumer:
Home equity lines of credit1,083  363  956  2,402  331,898  334,300  
Home equity loans175  216  132  523  28,063  28,586  
Other172   23  196  82,460  82,656  
Total consumer loans1,430  580  1,111  3,121  442,421  445,542  
Commercial652  298  24  974  282,733  283,707  
Construction:
Residential—  —  —  —  46,146  46,146  
Commercial—  —  —  —  203,681  203,681  
Total construction loans—  —  —  —  249,827  249,827  
Total loans$3,812  $1,385  $5,523  $10,720  $4,296,646  $4,307,366  






23

Table of Contents

The following table shows the ending balance of non accrual loans by loan category as of the date indicated:
Non Accrual Loans
As of March 31, 2020As of December 31, 2019
(in thousands)Non accrual with no allowance for credit lossesTotal non accrualPast due 90 days or more and still accruingNon accrual with no allowance for credit lossesTotal non accrualPast due 90 days or more and still accruing
Mortgage loans on real estate:
Residential 1-4 family$5,169  $5,784  $—  $5,023  $5,192  $—  
Commercial5,451  5,514  —  5,316  5,316  —  
Total mortgage loans on real estate10,620  11,298  —  10,339  10,508  —  
Consumer:
Home equity lines of credit2,760  3,210  —  2,419  2,590  —  
Home equity loans1,523  1,654  —  1,574  1,626  —  
Other—  140  —   51  11  
Total consumer loans4,283  5,004  3,997  4,267  11  
Commercial298  1,653  —  489  2,089  —  
Construction:
Residential—  —  —  —  —  —  
Commercial—  —  —  —  —  —  
Total construction—  —  —  —  —  —  
Total non accrual loans$15,201  $17,955  $—  $14,825  $16,864  $11  
Interest income on non accrual loans that would have been recognized during the three months ended March 31, 2020 and 2019, if all such loans had been current in accordance with their original terms, totaled $431,000 and $400,000, respectively. Interest income actually recognized on these originated loans during the three months ended March 31, 2020 and 2019 was $47,000 and $93,000, respectively.











24

Table of Contents


The following tables present the amortized cost basis of collateral dependent loans by class of loans as of the following periods:

As of March 31, 2020
(in thousands)RetailOfficeWarehouseOtherMultifamilyFarmlandSFR -1st DeedSFR -2nd DeedAutomobile/TruckA/R and InventoryEquipmentUnsecuredTotal
Mortgage loans on real estate:
Residential 1-4 family$—  $—  $—  $—  $—  $—  $5,815  $—  $—  $—  $—  $—  $5,815  
Commercial2,483  161  1,866  506  2,060  1,203  —  —  —  —  —  —  8,279  
Total mortgage loans on real estate2,483  161  1,866  506  2,060  1,203  5,815  —  —  —  —  —  14,094  
Consumer:
Home equity lines of credit—  —  —  —  —  —  —  1,936  —  —  —  —  1,936  
Home equity loans—  —  —  —  —  —  —  2,106  —  —  —  —  2,106  
Other—  —  —  —  —  156  47  —  127  —  —   334  
Total consumer loans—  —  —  —  —  156  47  4,042  127  —  —   4,376  
Commercial—  —  —  —  —  —  —  —  —  1,824  1,012  116  2,952  
Total collateral dependent loans$2,483  $161  $1,866  $506  $2,060  $1,359  $5,862  $4,042  $127  $1,824  $1,012  $120  $21,422  

As of December 31, 2019
(in thousands)RetailOfficeWarehouseOtherMultifamilyFarmlandSFR -1st DeedSFR -2nd DeedAutomobile/TruckA/R and InventoryEquipmentUnsecuredTotal
Mortgage loans on real estate:
Residential 1-4 family$—  $—  $—  $—  $—  $—  $5,293  $—  $—  $—  $—  $—  $5,293  
Commercial2,506  163  1,640  509  2,060  1,242  —  —  —  —  —  —  8,120  
Total mortgage loans on real estate2,506  163  1,640  509  2,060  1,242  5,293  —  —  —  —  —  13,413  
Consumer:
Home equity lines of credit—  —  —  —  —  —  —  1,808  —  —  —  —  1,808  
Home equity loans—  —  —  —  —  —  —  2,040  —  —  —  —  2,040  
Other—  —  —  —  —  —  48  —  27  —  —   79  
Total consumer loans—  —  —  —  —  —  48  3,848  27  —  —   3,927  
Commercial—  —  —  —  —  —  —  —  —  1,952  1,026  107  3,085  
Total collateral dependent loans$2,506  $163  $1,640  $509  $2,060  $1,242  $5,341  $3,848  $27  $1,952  $1,026  $111  $20,425  

25

Table of Contents
The CARES Act, in addition to providing financial assistance to both businesses and consumers, provides financial institutions the option to temporarily suspend certain requirements under GAAP related to troubled debt restructurings for a limited period of time to account for the effects of COVID-19. The banking regulatory agencies have likewise issued guidance encouraging financial institutions to work prudently with borrowers who are, those where management has concluded that it is probable that the borrower willor may be, unable to pay all amounts due undermeet their contractual payment obligations because of the original contractual terms. The following tables showeffects of COVID-19. That guidance, with concurrence of the recorded investment (financial statement balance), unpaid principal balance, average recorded investment,Financial Accounting Standards Board and interest income recognized for impaired Originated and PNCI loans, segregated by thoseprovisions of the CARES Act, allow modifications made on a good faith basis in response to COVID-19 to borrowers who were generally current with no related allowance recorded and those with an allowance recorded fortheir payments prior to any relief, to not be treated as troubled debt restructurings. To the periods indicated.

   Impaired Originated Loans – As of, or for the Nine Months Ended, September 30, 2017 
   RE Mortgage   Home Equity   Other      Construction     
(in thousands)  Resid.   Comm.   Lines   Loans   Consum.  C&I   Resid.   Comm.   Total 

With no related allowance recorded:

                 

Recorded investment

  $1,777   $17,039   $1,108   $1,470   $3  $884   $144    —     $22,425 

Unpaid principal

  $1,819   $17,493   $1,209   $1,892   $47  $1,139   $144    —     $23,743 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Average recorded Investment

  $1,734   $15,092   $1,294   $1,034   $9  $823   $78    —     $20,064 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Interest income Recognized

  $51   $474   $25   $25   ($25 $16   $7    —     $573 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

With an allowance recorded:

                 

Recorded investment

  $1,644   $1,150   $110   $199   $11  $2,048    —      —     $5,162 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Unpaid principal

  $1,670   $1,150   $115   $199   $12  $2,123    —      —     $5,269 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Related allowance

  $167   $73   $33   $13   $7  $1,270    —      —     $1,563 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Average recorded Investment

  $1,508   $898   $270   $342   $14  $2,691    —      —     $5,723 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Interest income Recognized

  $39   $40    —     $7      $53    —      —     $139 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 
   Impaired PNCI Loans – As of, or for the Nine Months Ended, September 30, 2017 
   RE Mortgage   Home Equity   Other      Construction     
(in thousands)  Resid.   Comm.   Lines   Loans   Consum.  C&I   Resid.   Comm.   Total 

With no related allowance recorded:

                 

Recorded investment

  $1,356   $1,599   $394   $50       —      —      —     $3,399 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Unpaid principal

  $1,384   $1,869   $413   $62       —      —      —     $3,728 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Average recorded Investment

  $910   $1,712   $564   $59   $2   —      —      —     $3,247 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Interest income Recognized

  $17    —     $8    —         —      —      —     $25 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

With an allowance recorded:

                 

Recorded investment

  $250    —     $607   $123   $253  $6    —      —     $1,239 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Unpaid principal

  $250    —     $607   $123   $253  $6    —      —     $1,239 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Related allowance

  $73    —     $328   $99   $71  $6    —      —     $577 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Average recorded Investment

  $255   $66   $579   $62   $185  $3    —      —     $1,150 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Interest income Recognized

  $7    —     $20   $5   $8   —      —      —     $40 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Note 5 – Allowance for Loan Losses (continued)

   Impaired Originated Loans – As of December 31, 2016 
   RE Mortgage   Home Equity   Other       Construction     
(in thousands)  Resid.   Comm.   Lines   Loans   Consum.   C&I   Resid.   Comm.   Total 

With no related allowance recorded:

                  

Recorded investment

  $1,821   $12,897   $1,480   $715   $15   $762   $11    —     $17,701 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Unpaid principal

  $1,829   $13,145   $1,561   $1,135   $29   $926   $16    —     $18,641 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Average recorded Investment

  $2,853   $20,003   $2,221   $831   $17   $669   $7    —     $26,601 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Interest income Recognized

  $92   $570   $40   $6   $1   $48    —      —     $757 

With an allowance recorded:

                  

Recorded investment

  $1,551   $357   $430   $594   $19   $3,334    —      —     $6,285 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Unpaid principal

  $1,552   $357   $440   $596   $19   $3,385    —      —     $6,349 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Related allowance

  $180   $4   $110   $107   $13   $1,130    —      —     $1,544 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Average recorded Investment

  $1,779   $888   $1,076   $634   $9   $2,714    —      —     $7,100 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Interest income Recognized

  $65   $22   $9   $31   $2   $77    —      —     $206 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   Impaired PNCI Loans – As of December 31, 2016 
   RE Mortgage   Home Equity   Other       Construction     
(in thousands)  Resid.   Comm.   Lines   Loans   Consum.   C&I   Resid.   Comm.   Total 

With no related allowance recorded:

                  

Recorded investment

  $463   $1,826   $735   $67   $3    —      —      —     $3,094 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Unpaid principal

  $486   $2,031   $746   $74   $4    —      —      —     $3,341 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Average recorded Investment

  $669   $1,479   $594   $69   $18   $1    —     $245   $3,075 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Interest income Recognized

  $7    —     $9   $1        —      —      —     $17 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

With an allowance recorded:

                  

Recorded investment

  $259    —     $551   $132   $118    —      —      —     $1,060 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Unpaid principal

  $259    —     $551   $132   $118    —      —      —     $1,060 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Related allowance

  $79    —     $300   $108   $15    —      —      —     $502 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Average recorded Investment

  $130   $1,374   $579   $85   $176    —      —      —     $2,344 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Interest income Recognized

  $10    —     $27   $7   $5    —      —      —     $49 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Note 5 – Allowance for Loan Losses (continued)

   Impaired Originated Loans – As of, or for the Nine Months Ended, September 30, 2016 
   RE Mortgage   Home Equity   Auto   Other       Construction     
(in thousands)  Resid.   Comm.   Lines   Loans   Indirect   Consum.   C&I   Resid.   Comm.   Total 

With no related allowance recorded:

                    

Recorded investment

  $2,392   $7,011   $1,888   $1,360    —     $7   $574   $11    —     $13,243 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Unpaid principal

  $3,083   $7,286   $2,318   $1,979    —     $11   $749   $16    —     $15,442 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Average recorded Investment

  $3,139   $17,059   $2,425   $1154   $1   $12   $575   $7    —     $24,372 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Interest income Recognized

  $63   $232   $26   $9    —         $26    —      —     $356 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

With an allowance recorded:

                    

Recorded investment

  $2,613   $5,820   $923   $1,059    —     $8   $1,823    —      —     $12,246 

Unpaid principal

  $2,701   $5,843   $931   $1,115    —     $8   $1,869    —      —     $12,467 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Related allowance

  $381   $644   $263   $201    —     $3   $822    —      —     $2,314 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Average recorded Investment

  $2,309   $3,620   $1,324   $866    —     $4   $1,959    —      —     $10,082 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Interest income Recognized

  $68   $216   $16   $36    —         $55    —      —     $391 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   Impaired PNCI Loans – As of, or for the Nine Months Ended, September 30, 2016 
   RE Mortgage   Home Equity   Auto   Other       Construction     
(in thousands)  Resid.   Comm.   Lines   Loans   Indirect   Consum.   C&I   Resid.   Comm.   Total 

With no related allowance recorded:

                    

Recorded investment

  $474   $1,874   $502   $97    —     $6    —      —      —     $2,953 

Unpaid principal

  $492   $2,048   $573   $103    —     $7    —      —      —     $3,223 

Average recorded Investment

  $674   $1,503   $478   $84    —     $19   $1    —     $245   $3,004 

Interest income Recognized

  $7    —     $2   $1    —          —      —      —     $10 

With an allowance recorded:

                    

Recorded investment

  $263    —     $507   $134    —     $257    —      —      —     $1,161 

Unpaid principal

  $263    —     $507   $134    —     $257    —      —      —     $1,161 

Related allowance

  $81    —     $248   $109    —     $69    —      —      —     $507 

Average recorded Investment

  $131   $1,374   $557   $86    —     $246    —      —      —     $2,394 

Interest income Recognized

  $7    —     $16   $5    —     $8    —      —      —     $36 

At September 30, 2017, $13,352,000 of originated loans were TDR andextent that such modifications meet the criteria previously described, such modifications are not expected to be classified as impaired. The Company had obligations to lend additional $209,000 on these TDR as of September 30, 2017. At September 30, 2017, $1,611,000 of PNCI loans were TDR and classified as impaired. The Company had obligations to lend $3,000 of additional funds on these TDR as of September 30, 2017.

At December 31, 2016, $12,371,000 of Originated loans were TDRs and classified as impaired. The Company had obligations to lend $25,000 of additional funds on these TDRs as of December 31, 2016. At December 31, 2016, $1,324,000 of PNCI loans were TDRs and classified as impaired. The Company had no obligations to lend additional funds on these TDRs as of December 31, 2016.

At September 30, 2016, $14,882,000 of originated loans were TDR and classified as impaired. The Company had obligations to lend $65,000 of additional funds on these TDR as of September 30, 2016. At September 30, 2016, $1,476,000 of PNCI loans were TDR and classified as impaired. The Company had no obligations to lend additional funds on these TDR as of September 30, 2016.

.

Note 5 – Allowance for Loan Losses (continued)

The following tables show certain information regarding Troubled Debt Restructurings (TDRs) that occurred during the periods indicated:

   TDR Information for the Three Months Ended September 30, 2017 
   RE Mortgage   Home Equity   Other       Construction    
($ in thousands)  Resid.   Comm.   Lines   Loans   Consum.   C&I   Resid.   Comm.  Total 

Number

   1    4    —      1    —      8    1   —     15 

Pre-mod outstanding principal balance

  $939   $2,886    —     $252    —     $1,109   $144   —    $5,330 

Post-mod outstanding principal balance

  $939   $2,886    —     $252    —     $1,109   $144   —    $5,330 

Financial impact due to TDR taken as additional provision

  $169   $14    —      —      —     $28    —     —    $211 

Number that defaulted during the period

   1    1    —      —      —      —      —     —     2 

Recorded investment of TDRs that defaulted during the period

  $99   $219    —      —      —      —      —     —    $318 

Financial impact due to the default of previous TDR taken as charge-offs or additional provisions

   —      —      —      —      —      —      —     —     —   
   TDR Information for the Nine Months Ended September 30, 2017 
   RE Mortgage   Home Equity   Other       Construction    
($ in thousands)  Resid.   Comm.   Lines   Loans   Consum.   C&I   Resid.   Comm.  Total 

Number

   1    7    3    1    1    11    1   —     25 

Pre-mod outstanding principal balance

  $939   $3,509   $187   $252   $14   $1,854   $144   —    $6,898 

Post-mod outstanding principal balance

  $939   $3,482   $187   $252   $14   $1,748   $144   —    $6,765 

Financial impact due to TDR taken as additional provision

  $169   $(111  $27    —     $11   $37    —     —    $133 

Number that defaulted during the period

   2    1    —      —      —      —      —     —     3 

Recorded investment of TDRs that defaulted during the period

  $223   $219    —      —      —      —      —     —    $442 

Financial impact due to the default of previous TDR taken as charge-offs or additional provisions

   —      —      —      —      —      —      —     —     —   

   TDR Information for the Three Months Ended September 30, 2016 
   RE Mortgage   Home Equity   Auto   Other       Construction    
($ in thousands)  Resid.   Comm.   Lines   Loans   Indirect   Consum.   C&I   Resid.   Comm.  Total 

Number

   2    2    2    —      —      1    3    —     —     10 

Pre-mod outstanding principal balance

  $318   $170   $113    —      —     $8   $65    —     —    $674 

Post-mod outstanding principal balance

  $324   $170   $114    —      —     $8   $66    —     —    $682 

Financial impact due to TDR taken as additional provision

  $6    —      —      —      —      —     $15    —     —    $21 

Number that defaulted during the period

   1    —      1    —      —      —      —      —     —     2 

Recorded investment of TDRs that defaulted during the period

  $14    —     $229    —      —      —      —      —     —    $243 

Financial impact due to the default of previous TDR taken as charge-offs or additional provisions

   —      —      —      —      —      —      —      —     —     —   

Note 5 – Allowance for Loan Losses (continued)

troubled debt restructurings. The following tables show certain information regarding TDRs that occurred during the periods indicated:

   TDR Information for the Nine Months Ended September 30, 2016 
   RE Mortgage   Home Equity   Auto   Other       Construction     
($ in thousands)  Resid.   Comm.   Lines   Loans   Indirect   Consum.   C&I   Resid.   Comm.   Total 

Number

   3    3    9    3    —      2    4    —      —      24 

Pre-mod outstanding principal balance

  $650   $248   $707   $280    —     $27   $77    —      —     $1,989 

Post-mod outstanding principal balance

  $656   $249   $709   $317    —     $27   $77    —      —     $2,035 

Financial impact due to TDR taken as additional provision

  $50    —     $205   $46    —     $2   $23    —      —     $326 

Number that defaulted during the period

   2    —      1    —      —      —      —      —      —      3 

Recorded investment of TDRs that defaulted during the period

  $101    —     $229    —      —      —      —      —      —     $330 

Financial impact due to the default of previous TDR taken as charge-offs or additional provisions

   —      —      —      —      —      —      —      —      —      —   


TDR Information for the three months ended March 31, 2020
(dollars in thousands)NumberPre-mod
outstanding
principal
balance
Post-mod
outstanding
principal
balance
Financial
impact due to
TDR taken as
additional
provision
Number that
defaulted during
the period
Recorded
investment of
TDRs that
defaulted during
the period
Financial impact
due to the
default of
previous TDR
taken as charge-
offs or additional
provisions
Mortgage loans on real estate:
Residential 1-4 family$—  $—  $—   $302  $—  
Commercial3487  549  —  —  —  —  
Total mortgage loans on real estate3487  549  —   302  —  
Consumer:
Home equity lines of credit—  —  —  —  —  —  
Home equity loans2172  169  —  —  —  —  
Other—  —  —  —  —  —  
Total consumer loans2172  169  —  —  —  —  
Commercial121  20  21  —  —  —  
Construction:
Residential—  —  —  —  —  —  
Commercial—  —  —  —  —  —  
Total construction loans—  —  —  —  —  —  
Total6$680  $738  $21   $302  $—  

TDR Information for the three months ended March 31, 2019
(dollars in thousands)NumberPre-mod
outstanding
principal
balance
Post-mod
outstanding
principal
balance
Financial
impact due to
TDR taken as
additional
provision
Number that
defaulted during
the period
Recorded
investment of
TDRs that
defaulted during
the period
Financial impact
due to the
default of
previous TDR
taken as charge-
offs or additional
provisions
Mortgage loans on real estate:
Residential 1-4 family—  $163  $162  $—  $—  $—  $—  
Commercial—  —  —  —  —  —  —  
Total mortgage loans on real estate 163  162  —  —  —  —  
Consumer:
Home equity lines of credit—  —  —  —  —  —  —  
Home equity loans1121120 —  —  —  
Other—  —  —  —  —  —  —  
Total consumer loans 121  120   —  —  —  
Commercial 15  15  —    —  
Construction:
Residential—  —  —  —  —  —  
Commercial—  —  —  —  —  —  
Total construction loans—  —  —  —  —  —  —  
Total $299  $297  $  $ $—  

26

Table of Contents
The Company also modified the terms of select loans in an effort to assist borrowers that were not related to the COVID-19 pandemic. If the borrower was experiencing financial difficulty and a concession was granted, the Company considered such modifications as troubled debt restructurings. Modifications classified as TDRs can include one or a combination of the following: rate modifications, term extensions, interest only modifications, either temporary or long-term, payment modifications, and collateral substitutions/additions.

The objective of the modifications was to increase loan repayments by customers and thereby reduce net charge-offs. The modified loans are included in impaired loans for purposes of determining the level of the allowance for credit losses.

For all new TDRs, an impairment analysis is conducted. If the loan is determined to be collateral dependent, any additional amount of impairment will be calculated based on the difference between estimated collectible value and the current carrying balance of the loan. This difference could result in an increased provision and is typically charged off. If the asset is determined not to be collateral dependent, the impairment is measured on the net present value difference between the expected cash flows of the restructured loan and the cash flows which would have been received under the original terms. The effect of this could result in a requirement for additional provision to the reserve. The effect of these required provisions for the period are indicated above.

Typically if a TDR defaults during the period, the loan is then considered collateral dependent and, if it was not already considered collateral dependent, an appropriate provision will be reserved or charge will be taken. The additional provisions required resulting from default of previously modified TDR’s are noted above.

Loans that defaulted within the twelve month period subsequent to modification were not considered significant for financial reporting purposes.


Note 6 – Foreclosed Assets

A summary5 - Leases

The Company records a right-of-use asset (“ROUA”) on the consolidated balance sheets for those leases that convey rights to control use of identified assets for a period of time in exchange for consideration. The Company also records a lease liability on the consolidated balance sheets for the present value of future payment commitments. All of the activityCompany’s leases are comprised of operating leases in the balance of foreclosed assets follows (in thousands):

   Nine months ended September 30, 2017  Nine months ended September 30, 2016 
   Noncovered  Covered  Total  Noncovered  Covered   Total 

Beginning balance, net

  $3,763  $223  $3,986  $5,369   —     $5,369 

Additions/transfers from loans

   726   —     726   1,730  $223    1,953 

Dispositions/sales

   (1,256  (223  (1,479  (3,157  —      (3,157

Valuation adjustments

   (162  —     (162  (41  —      (41
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Ending balance, net

  $3,701   —    $3,071  $3,901  $223   $4,124 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Ending valuation allowance

  $(248  —    $(248 $(241  —     $(241
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Ending number of foreclosed assets

   11   —     11   14   1    15 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Proceeds from sale of foreclosed assets

  $1,571  $216  $1,787  $3,375   —     $3,375 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Gain (loss) on sale of foreclosed assets

  $315   (7 $308  $218   —     $218 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

As of September 30, 2017, $1,386,000 of foreclosed residential real estate properties, all of which the Company has obtained physical possessionis lessee of real estate property for branches, ATM locations, and general administration and operations. The Company elected not to include short-term leases (i.e. leases with initial terms of twelve months or less) within the ROUA and lease liability. Known or determinable adjustments to the required minimum future lease payments were included in the calculation of the Company’s ROUA and lease liability. Adjustments to the required minimum future lease payments that are variable and will not be determinable until a future period, such as changes in the consumer price index, are included as variable lease costs. Additionally, expected variable payments for common area maintenance, taxes and insurance were unknown and not determinable at lease commencement and therefore, were not included in foreclosed assets. At September 30, 2017, the recorded investmentdetermination of consumer mortgage loans securedthe Company’s ROUA or lease liability.

The value of the ROUA and lease liability is impacted by residential real estate propertiesthe amount of the periodic payment required, length of the lease term, and the discount rate used to calculate the present value of the minimum lease payments. The Company’s lease agreements often include 1 or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception, on a
collateralized basis, over a similar term. For operating leases existing prior to January 1, 2019, the rate for which formal foreclosure proceedings are underwaythe remaining lease term as of January 1, 2019 was used. The lease liability is $340,000.

Note 7 - Premisesreduced based on the discounted present value of remaining payments as of each reporting period. The ROUA value is measured using the amount of lease liability and Equipment

Premisesadjusted for prepaid or accrued lease payments, remaining lease incentives, unamortized direct costs (if any), and equipment were comprised of:

   September 30,   December 31, 
   2017   2016 
   (In thousands) 

Land & land improvements

  $10,021   $9,522 

Buildings

   43,860    42,345 

Furniture and equipment

   34,530    31,428 
  

 

 

   

 

 

 
   88,411    83,295 

Less: Accumulated depreciation

   (39,892   (37,412
  

 

 

   

 

 

 
   48,519    45,883 

Construction in progress

   6,476    2,523 
  

 

 

   

 

 

 

Total premises and equipment

  $54,995   $48,406 
  

 

 

   

 

 

 

Depreciationimpairment (if any).

The following table presents the components of lease expense for premises and equipment amounted to $1,520,000 and $1,316,000 for the three months ended September 30, 2017 and 2016, respectively. Depreciation expenseended:
(in thousands)March 31, 2020March 31, 2019
Operating lease cost$1,294  $1,311  
Short-term lease cost63  71  
Variable lease cost (5) 
Sublease income(34) (34) 
Total lease cost$1,329  $1,343  

27

Table of Contents
The following table presents supplemental cash flow information related to leases for premises and equipment amounted to $4,224,000 and $4,002,000 for the nine months ended September 30, 2017 and 2016, respectively. During the three months ended September 31, 2016, the Company determined to sell a former bank branch property with net book value of $1,934,000, wrote the property down by $716,000 to its estimated market value of $1,218,000, and classified the property as held for sale. The property was subsequently sold during the three months ended September 30, 2016 without gain or further loss.

Note 8 – Cash Value of Life Insurance

A summary of the activity in the balance of cash value of life insurance follows (in thousands):

   Nine months ended September 30, 
   2017   2016 

Beginning balance

  $95,912   $94,560 

Increase in cash value of life insurance

   2,043    2,086 

Death benefit receivable in excess of cash value

   108    238 

Death benefit receivable

   (921   (1,603
  

 

 

   

 

 

 

Ending balance

  $97,142   $95,281 
  

 

 

   

 

 

 

End of period death benefit

  $165,006   $166,623 

Number of policies owned

   183    187 

Insurance companies used

   14    14 

Current and former employees and directors covered

   57    58 

As of September 30, 2017, the Bank was the owner and beneficiary of 183 life insurance policies, issued by 14 life insurance companies, covering 57 current and former employees and directors. These life insurance policies are recorded on the Company’s financial statements at their reported cash (surrender) values. As a result of current tax law and the nature of these policies, the Bank records any increase in cash value of these policies as nontaxable noninterest income. If the Bank decided to surrender any of the policies prior to the death of the insured, such surrender may result in a tax expense related to thelife-to-date cumulative increase in cash value of the policy. If the Bank retains such policies until the death of the insured, the Bank would receive nontaxable proceeds from the insurance company equal to the death benefit of the policies. The Bank has entered into Joint Beneficiary Agreements (JBAs) with certain of the insured that for certain of the policies provide some level of sharing of the death benefit, less the cash surrender value, among the Bank and the beneficiaries of the insured upon the receipt of death benefits. See Note 15 of these condensed consolidated financial statements for additional information on JBAs.

Note 9 - Goodwill and Other Intangible Assets

ended:

(in thousands)March 31, 2020March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases$1,237  $1,218  
ROUA obtained in exchange for operating lease liabilities$3,393  $32,006  
The following table summarizespresents the Company’s goodwill intangibleweighted average operating lease term and discount rate as of the dates indicated:

   September 30,           December 31, 
(dollar in thousands)  2017   Additions   Reductions   2016 

Goodwill

  $64,311    —      —     $64,311 
  

 

 

   

 

 

   

 

 

   

 

 

 

The following table summarizes the Company’s core deposit intangiblesperiods ended:

As of March 31, 2020As of March 31, 2019
Weighted-average remaining lease term10.39.5
Weighted-average discount rate3.17 %3.17 %
At March 31, 2020, future expected operating lease payments are as of the dates indicated:

   September 30,      Reductions/  Fully  December 31, 
(dollar in thousands)  2017  Additions   Amortization  Depreciated  2016 

Core deposit intangibles

  $9,558   —      —    $(562 $10,120 

Accumulated amortization

   (4,045  —     $(1,050 $562   (3,557
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Core deposit intangibles, net

  $5,513   —     $(1,050  —    $6,563 
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

The Company recorded additions to its CDI of $2,046,000 in conjunction with the acquisition of three branch offices from Bank of America on March 18, 2016, $6,614,000 in conjunction with the North Valley Bancorp acquisition on October 3, 2014, $898,000 in conjunction with the Citizens acquisition on September 23, 2011, and $562,000 in conjunction with the Granite acquisition on May 28, 2010.

The following table summarizes the Company’s remaining estimated core deposit intangible amortization (dollars in thousands):

   Estimated Core Deposit 

Periods Ended

  Intangible Amortization 

2017

  $339 

2018

   1,324 

2019

   1,228 

2020

   1,228 

2021

   969 

Thereafter

   425 

follows:

(in thousands)
Periods ending December 31,
2020$3,412  
20214,428  
20224,089  
20233,410  
20243,130  
Thereafter17,337  
35,806  
Discount for present value of expected cash flows(5,799) 
Lease liability at March 31, 2020$30,007  

Note 10 - Mortgage Servicing Rights

The following tables summarize the activity in, and the main assumptions used to determine the fair value of mortgage servicing rights (“MSRs”) for the periods indicated (dollars in thousands):

   Three months ended September 30,   Nine months ended September 30, 
   2017   2016   2017  2016 

Mortgage servicing rights:

       

Balance at beginning of period

  $6,596   $6,720   $6,595  $7,618 

Additions

   147    287    619   788 

Change in fair value

   (324   (799   (795  (2,198
  

 

 

   

 

 

   

 

 

  

 

 

 

Balance at end of period

  $6,419   $6,208   $6,419  $6,208 
  

 

 

   

 

 

   

 

 

  

 

 

 

Servicing, late and ancillary fees received

  $513   $480   $1,560  $1,513 

Balance of loans serviced at:

       

Beginning of period

  $822,549   $814,702   $816,623  $817,917 

End of period

  $812,005   $811,128   $812,005  $811,128 

Period end:

       

Weighted-average prepayment speed (CPR)

       9.2  12.8

Discount rate

       14.0  12.0

The changes in fair value of MSRs that occurred during the three and nine months ended September 30, 2017 and 2016 were mainly due to changes in principal balances, changes in mortgage prepayment speeds, and changes in investor required rate of return, or discount rate, of the MSRs

Note 11 - Indemnification Asset

A summary of the activity in the balance of indemnification asset (liability) follows (in thousands):

   Three months ended September 30,   Nine months ended September 30, 
   2017   2016   2017   2016 

Beginning (payable) receivable balance

   —     $(662  $(744  $(521

Effect of actual covered losses and change in estimated future covered losses

   —      17    (224   (245

Reimbursable expenses (revenue), net

   —      —      256    (4

Payments made (received)

   —      107    —      232 

Gain on termination of loss share agreement

   —      —      712    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending (payable) receivable balance

   —     $(538   —     $(538
  

 

 

   

 

 

   

 

 

   

 

 

 

Amount of indemnification asset recorded in other assets

       —     $95 

Amount of indemnification liability recorded in other liabilities

       —      (633
      

 

 

   

 

 

 

Ending balance

       —     $(538
      

 

 

   

 

 

 

During May 2015, the indemnification portion of the Company’s agreement with the FDIC related to the Company’s acquisition of certain nonresidential real estate loans of Granite in May 2010 expired. The indemnification portion of the Company’s agreement with the FDIC related to the Company’s acquisition of certain residential real estate loans of Granite in May 2010 was set to expire in May 2018. The agreement specified that recoveries of losses that are claimed by the Company and indemnified by the FDIC under the agreement that are recovered by the Company through May 2020 are to be shared with the FDIC in the same proportion as they were indemnified by the FDIC. In addition, the agreement specified that at the end of the agreement in May 2020, to the extent that total claimed losses plus servicing expenses, net of recoveries, claimed under the agreement over the entire ten year period of the agreement did not meet a certain threshold, the Company would have been required to pay to the FDIC a “true up” amount equal to fifty percent of the difference of the threshold and actual claimed losses plus servicing expenses, net of recoveries. On May 9, 2017, the Company and the FDIC terminated their loss sharing agreements. As part of the termination agreement, the Company paid the FDIC $184,000, and recorded a $712,000 gain representing the difference between the Company’s payment to the FDIC and the recorded payable balance on May 9, 2017.

Note 12 – Other Assets

Other assets were comprised of (in thousands):

   September 30,   December 31, 
   2017   2016 

Deferred tax asset, net

  $33,091   $36,199 

Prepaid expense

   3,912    3,045 

Software

   1,563    2,039 

Advanced compensation

   —      249 

Capital Trusts

   1,706    1,702 

Investment in Low Housing Tax Credit Funds

   17,453    18,465 

Life insurance proceeds receivable

   2,242    2,120 

Tax refund receivable

   —      6,460 

Premises held for sale

   —      2,896 

Due from broker

   25,757    —   

Miscellaneous other assets

   1,212    1,568 
  

 

 

   

 

 

 

Total other assets

  $86,936   $74,743 
  

 

 

   

 

 

 

Note 136 - Deposits

A summary of the balances of deposits follows (in thousands):

   September 30   December 31, 
   2017   2016 

Noninterest-bearing demand

  $1,283,949   $1,275,745 

Interest-bearing demand

   965,480    887,625 

Savings

   1,367,597    1,397,036 

Time certificates, over $250,000

   74,944    75,184 

Other time certificates

   235,486    259,970 
  

 

 

   

 

 

 

Total deposits

  $3,927,456   $3,895,560 
  

 

 

   

 

 

 

March 31,
2020
December 31,
2019
Noninterest-bearing demand$1,883,143  $1,832,665  
Interest-bearing demand1,243,192  1,242,274  
Savings1,857,684  1,851,549  
Time certificates, $250,000 or more111,262  129,061  
Other time certificates307,417  311,445  
Total deposits$5,402,698  $5,366,994  
Certificate of deposit balances of $50,000,000$30,000,000 from the State of California were included in time certificates, over $250,000, and over, at each of September 30, 2017March 31, 2020 and December 31, 2016.2019, respectively. The BankCompany participates in a deposit program offered by the State of California whereby the State may make deposits at the Bank’sCompany’s request subject to collateral and credit worthiness constraints. The negotiated rates on these State deposits are generally more favorable than other wholesale funding sources available to the Company. Overdrawn deposit balances of $1,219,000$1,543,000 and $1,191,000$1,550,000 were classified as consumer loans at September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively.






28

Table of Contents
Note 14 – Reserve for Unfunded Commitments

The following tables summarize the activity in reserve for unfunded commitments for the periods indicated (dollars in thousands):

   Three months ended September 30,   Nine months ended September 30, 
   2017   2016   2017   2016 

Balance at beginning of period

  $2,599   $2,883   $2,719   $2,475 

Provision for losses – unfunded commitments

   390    25    270    433 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

  $2,989   $2,908   $2,989   $2,908 
  

 

 

   

 

 

   

 

 

   

 

 

 

Note 15 – Other Liabilities

Other liabilities were comprised of (in thousands):

   September 30,   December 31, 
   2017   2016 

Deferred compensation

  $6,431   $6,525 

Pension liability

   27,238    26,645 

Joint beneficiary agreements

   3,192    3,007 

Low income housing tax credit fund commitments

   11,439    15,176 

Accrued salaries and benefits expense

   6,176    5,704 

Loan escrow and servicing payable

   2,264    2,146 

Deferred Revenue

   1,759    726 

Litigation contingency

   1,450    1,450 

Miscellaneous other liabilities

   2,901    5,985 
  

 

 

   

 

 

 

Total other liabilities

  $62,850   $67,364 
  

 

 

   

 

 

 

Note 16 - Other Borrowings

A summary of the balances of other borrowings follows:

   September 30,   December 31, 
   2017   2016 
   (in thousands) 

FHLB collateralized borrowing, fixed rate, as of September 30, 2017 of 1.11%, payable on October 2, 2017

  $85,737    —   

Other collateralized borrowings, fixed rate, as of September 30, 2017 of 0.05%, payable on October 2, 2017

   12,993   $17,493 
  

 

 

   

 

 

 

Total other borrowings

  $98,730   $17,493 
  

 

 

   

 

 

 

The Company did not enter into any repurchase agreements during the nine months ended September 30, 2017 or the year ended December 31, 2016.

The Company maintains a collateralized line of credit with the Federal Home Loan Bank of San Francisco. Based on the FHLB stock requirements at September 30, 2017, this line provided for maximum borrowings of $1,303,462,000 of which $85,737,000 was outstanding as of September 30, 2017, leaving $1,217,725,000 available. As of September 30, 2017, the Company has designated investment securities with fair value of $70,534,000 and loans totaling $1,919,515,000 as potential collateral under this collateralized line of credit with the FHLB.

The Company had $12,993,000 and $17,493,000 of other collateralized borrowings at September 30, 2017 and December 31, 2016, respectively. Other collateralized borrowings are generally overnight maturity borrowings fromnon-financial institutions that are collateralized by securities owned by the Company. As of September 30, 2017, the Company has pledged as collateral and sold under agreements to repurchase investment securities with fair value of $27,150,000 under these other collateralized borrowings.

The Company maintains a collateralized line of credit with the San Francisco Federal Reserve Bank. As of September 30, 2017, this line provided for maximum borrowings of $130,985,000 of which none was outstanding, leaving $130,985,000 available. As of September 30, 2017, the Company has designated investment securities with fair value of $18,000 and loans totaling $232,290,000 as potential collateral under this collateralized line of credit with the San Francisco Federal Reserve Bank.

The Company had available unused correspondent banking lines of credit from commercial banks totaling $20,000,000 for federal funds transactions at September 30, 2017.

Note 17 – Junior Subordinated Debt

At September 30, 2017, the Company had five wholly-owned subsidiary business trusts that had issued $62.9 million of trust preferred securities (the “Capital Trusts”). Trust preferred securities accrue and pay distributions periodically at specified annual rates as provided in the indentures. The trusts used the net proceeds from the offering to purchase a like amount of subordinated debentures (the “Debentures”) of the Company. The Debentures are the sole assets of the trusts. The Company’s obligations under the subordinated debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the obligations of the trusts. The trust preferred securities are mandatorily redeemable upon the maturity of the Debentures, or upon earlier redemption as provided in the indentures. The Company has the right to redeem the Debentures in whole (but not in part) on or after specific dates, at a redemption price specified in the indentures plus any accrued but unpaid interest to the redemption date. The Company also has a right to defer consecutive payments of interest on the debentures for up to five years.

The Company organized two of the Capital Trusts. The Company acquired its three other Capital Trusts and assumed their related Debentures as a result of its acquisition of North Valley Bancorp. At the acquisition date of October 3, 2014, the Debentures associated with North Valley Bancorp’s three Capital Trusts were recorded on the Company’s books at their fair values of $5,006,000, $3,918,000, and $6,063,000, respectively. The related fair value discounts to face value of these Debentures will be amortized over the remaining time to maturity for each of these Debentures using the effective interest method. Similar, and proportional, discounts were applied to the acquired common stock interests in each of the acquired Capital Trusts and these discounts will be proportionally amortized over the remaining time to maturity for each related debenture.

The recorded book values of the Debentures issued by the Capital Trusts are reflected as junior subordinated debt in the Company’s consolidated balance sheets. The common stock issued by the Capital Trusts and owned by the Company is recorded in other assets in the Company’s consolidated balance sheets. The recorded book value of the debentures issued by the Capital Trusts, less the recorded book value of the common stock of the Capital Trusts owned by the Company, continues to qualify as Tier 1 or Tier 2 capital under interim guidance issued by the Board of Governors of the Federal Reserve System.

The following table summarizes the terms and recorded balance of each subordinated debenture as of the date indicated (dollars in thousands):

           Coupon Rate  As of September 30, 2017   December 31, 2016 
Subordinated  Maturity   Face   (Variable)  Current  Recorded   Recorded 

Debt Series

  Date   Value   3 mo. LIBOR +  Coupon Rate  Book Value   Book Value 

TriCo Cap Trust I

   10/7/2033   $20,619    3.05  4.35 $20,619   $20,619 

TriCo Cap Trust II

   7/23/2034    20,619    2.55  3.86  20,619    20,619 

North Valley Trust II

   4/24/2033    6,186    3.25  4.56  5,125    5,095 

North Valley Trust III

   4/24/2034    5,155    2.80  4.11  4,032    4,005 

North Valley Trust IV

   3/15/2036    10,310    1.33  2.65  6,415    6,329 
    

 

 

     

 

 

   

 

 

 
    $62,889     $56,810   $56,667 
    

 

 

     

 

 

   

 

 

 

During the nine months ended September 30, 2017, the balance of Junior Subordinated Debt increased $143,000 to $56,810,000 due to purchase fair value discount amortization.

Note 187 - Commitments and Contingencies

Restricted Cash Balances— Reserves (in the form of deposits with the San Francisco Federal Reserve Bank) of $79,226,000 and $78,183,000 were maintained to satisfy Federal regulatory requirements at September 30, 2017 and December 31, 2016. These reserves are included in cash and due from banks in the accompanying consolidated balance sheets.

Lease Commitments— The Company leases 42 sites undernon-cancelable operating leases. The leases contain various provisions for increases in rental rates, based either on changes in the published Consumer Price Index or a predetermined escalation schedule. Substantially all of the leases provide the Company with the option to extend the lease term one or more times following expiration of the initial term. The Company currently does not have any capital leases.

At December 31, 2016, future minimum commitments undernon-cancelable operating leases with initial or remaining terms of one year or more are as follows:

   Operating Leases 
   (in thousands) 

2017

  $3,320 

2018

   2,523 

2019

   1,924 

2020

   1,325 

2021

   963 

Thereafter

   1,696 
  

 

 

 

Future minimum lease payments

  $11,751 
  

 

 

 

Rent expense under operating leases was $1,038,000 and $1,034,000 during the three months ended September 30, 2017 and 2016, respectively. Rent expense was offset by rent income of $10,000 and $58,000 during the three months ended September 30, 2017 and 2016, respectively. Rent expense under operating leases was $3,134,000 and $3,024,000 during the nine months ended September 30, 2017 and 2016, respectively. Rent expense was offset by rent income of $34,000 and $177,000 during the nine months ended September 30, 2017 and 2016, respectively.

Financial Instruments withOff-Balance-Sheet Risk— The Company is a party to financial instruments withoff-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, and deposit account overdraft privilege. Those instruments involve, to varying degrees, elements of risk in excess of the amount recognized in the balance sheet. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit written is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does foron-balance sheet instruments. The Company’s exposure to loss in the event of nonperformance by the other party to the financial instrument for deposit account overdraft privilege is represented by the overdraft privilege amount disclosed to the deposit account holder.

The following table presents a summary of the Bank’s commitments and contingent liabilities:

(in thousands)  September 30,   December 31, 
  2017   2016 

Financial instruments whose amounts represent risk:

    

Commitments to extend credit:

    

Commercial loans

  $253,673   $220,836 

Consumer loans

   422,521    406,855 

Real estate mortgage loans

   63,290    42,184 

Real estate construction loans

   170,416    97,399 

Standby letters of credit

   12,700    12,763 

Deposit account overdraft privilege

   96,650    98,583 

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. Commitments generally have fixed expiration dates of one year or less or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on acase-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on Management’s credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, residential properties, and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support private borrowing arrangements. Most standby letters of credit are issued for one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral requirements vary, but in general follow the requirements for other loan facilities.

Deposit account overdraft privilege amount represents the unused overdraft privilege balance available to the Company’s deposit account holders who have deposit accounts covered by an overdraft privilege. The Company has established an overdraft privilege for certain of its deposit account products whereby all holders of such accounts who bring their accounts to a positive balance at least once every thirty days receive the overdraft privilege. The overdraft privilege allows depositors to overdraft their deposit account up to a predetermined level. The predetermined overdraft limit is set by the Company based on account type.

Legal Proceedings— On September 15, 2014, a former Personal Banker at one of the Bank’sin-store branches filed a Class Action Complaint against the Bank in Butte County Superior Court, alleging causes of action related to the observance of meal and rest periods and seeking to represent a class of current and former branch employees with the same or similar job duties, employed by the Bank within the State of California during the preceding four years. On or about June 25, 2015, Plaintiff filed an Amended Complaint expanding the class definition to include all current and formernon-exempt branch employees employed by the Bank within the State of California at any time during the period of September 15, 2010 to the entry of judgment. The Bank responded to the First Amended Complaint by denying the charges and the parties engaged in written discovery. The parties then engaged innon-binding mediation during the third quarter of 2016.

In addition to this, on January 20, 2015, a then-current Personal Banker at one of the Bank’sin-store branches filed a First Amended Complaint against the Bank and the Company in Sacramento County Superior Court, alleging causes of action related to wage statement violations. As part of the Complaint Plaintiff is seeking to represent a class of current and former exempt andnon-exempt employees who worked for the Company and/or the Bank during the time period of December 12, 2013 to the date of filing the action. The Company and the Bank responded to the First Amended Complaint by denying the charges and engaging in written discovery with Plaintiff. The parties then engaged innon-binding mediation of the action during the third quarter of 2016 as well. This matter was transferred to the Butte County Superior Court and consolidated with the case above, effective August 25, 2017.

As part of the mediations, which took place concurrently, the Bank agreed in principal to settle the two matters in a consolidated settlement proceeding. In connection with the settlement and in consideration of a full release of all claims raised in both the actions, the Bank has agreed to pay up to $1.9 million though the actual cost of the settlement will depend on the number of claims submitted by the members of the purported classes. As a result, the Bank estimates the actual cost of the settlement may be approximately $1,450,000, and recorded such estimate. The settlement agreement was preliminarily approved and has been executed, although final settlement is subject to customary conditions, including court approval following notice to the members of the purported classes. It should be noted there are no assurances the court will approve the final settlement.

Neither the Company nor its subsidiaries are a party to any other pending legal proceedings that are material, nor is their property the subject of any other material pending legal proceeding at this time. All other legal proceedings are routine and arise out of the ordinary course of the Bank’s business. None of those proceedings are currently expected to have a material adverse impact upon the Company’s and the Bank’s business, their consolidated financial position nor their operations in any material amount not already accrued, after taking into consideration any applicable insurance.

Other Commitments and Contingencies—The Company has entered into employment agreements or change of control agreements with certain officers of the Company providing severance payments and accelerated vesting of benefits under supplemental retirement agreements to the officers in the event of a change in control of the Company and termination for other than cause or after a substantial and material change in the officer’s title, compensation or responsibilities.

The Bank owns 13,396 shares of Class B common stock of Visa Inc. which are convertible into Class A common stock at a conversion ratio of 1.648265 per Class B share. As of September 30, 2017, the value of the Class A shares was $105.24 per share. Utilizing the conversion ratio, the value of unredeemed Class A equivalent shares owned by the Bank was $2,324,000 as of September 30, 2017, and has not been reflected in the accompanying financial statements. The shares of Visa Class B common stock are restricted and may not be transferred. Visa Member Banks are required to fund an escrow account to cover settlements, resolution of pending litigation and related claims. If the funds in the escrow account are insufficient to settle all the covered litigation, Visa may sell additional Class A shares, use the proceeds to settle litigation, and further reduce the conversion ratio. If funds remain in the escrow account after all litigation is settled, the Class B conversion ratio will be increased to reflect that surplus.

Mortgage loans sold to investors may be sold with servicing rights retained, with only the standard legal representations and warranties regarding recourse to the Bank. Management believes that any liabilities that may result from such recourse provisions are not significant.

(in thousands)March 31,
2020
December 31,
2019
Financial instruments whose amounts represent risk:
Commitments to extend credit:
Commercial loans$360,793  $363,793  
Consumer loans541,848  533,576  
Real estate mortgage loans189,921  188,959  
Real estate construction loans204,170  222,998  
Standby letters of credit12,084  12,014  
Deposit account overdraft privilege109,752  110,402  

Note 19 –8 - Shareholders’ Equity

Dividends Paid

The Bank paid to the Company cash dividends in the aggregate amounts of $5,185,000$26,754,000 and $4,097,000$8,114,000 during the three months ended September 30, 2017March 31, 2020 and 2016, respectively, and $14,394,000 and $11,434,000 during the nine months ended September 30, 2017 and 2016,2019, respectively. The Bank is regulated by the Federal Deposit Insurance Corporation (FDIC) and the State of California Department of Business Oversight.Oversight (DBO). Absent approval from the Commissioner of the Department of Business Oversight,DBO, California banking laws generally limit the Bank’s ability to pay dividends to the lesser of (1) retained earnings or (2) net income for the last three fiscal years, less cash distributions paid during such period. Under this law, at December 31, 2016, the Bank could have paid dividends of $82,615,000 to the Company without the approval of the Commissioner of the Department of Business Oversight.                

Stock Repurchase Plan

On August 21, 2007,November 12, 2019 the Board of Directors adopted a planapproved the authorization to repurchase as conditions warrant, up to 500,0001,525,000 shares of the Company’sCompany's common stock on(the 2019 Repurchase Plan), which approximated 5.0% of the open market.shares outstanding as of the approval date. The actual timing of purchasesany share repurchases will be determined by the Company's management and therefore the exact numbertotal value of the shares to be purchased will depend on market conditions.under the program is subject to change. The 500,000 shares authorized for repurchase under this stock repurchase plan represented approximately 3.2% of the Company’s 15,814,662 outstanding common shares as of August 21, 2007. This stock repurchase plan2019 Repurchase Plan has no expiration date. Asdate and as of September 30, 2017,and for quarter ended December 31, 2019, the Company had repurchased 166,600 shares under this plan.0 shares. During the nine monthsquarter ended September 30, 2017, and the year ended DecemberMarch 31, 2016,2020, the Company repurchased no553,869 shares with a market value of $17,139,000.
In connection with approval of the 2019 Repurchase Plan, the Company’s previous repurchase program adopted on August 21, 2007 (the 2007 Repurchase Plan) was terminated. There were 0 shares of common stock repurchased under this repurchase plan.

the 2007 Repurchase Plan during 2019.

Stock Repurchased Under Equity Compensation Plans

The Company's shareholder-approved equity compensation plans permit employees to tender recently vested shares in lieu of cash for the payment of withholding taxes on such shares. During the three months ended September, 2017March 31, 2020 and 2016,2019, employees tendered 21,7384,668 and 4,12926,068 shares, respectively, of the Company’s common stock in connection with market valueoption exercises. Employees also tendered 133 and 91 shares in connection with the tax withholding requirements of $762,000,other share based awards during the three months ended March 31, 2020 and $108,000, respectively, in lieu of cash to exercise options to purchase2019, respectively. In total, shares of the Company’s stock and to pay income taxes related to equity compensation plan instruments as permitted by the Company’s shareholder-approved equity compensation plans.

During the nine months ended September 30, 2017 and 2016 employees tendered 107,390 and 101,125 shares, respectively, of the Company’sCompany's common stock withtendered had market valuevalues of $3,854,000$153,000 and $2,774,000, respectively, in lieu of cash to exercise options to purchase shares of$1,036,000 during the Company’s stockquarter ended March 31, 2020 and to satisfy tax withholding requirements related to such exercises and the release of RSUs as permitted by the Company’s shareholder-approved equity compensation plans.

2019, respectively. The tendered shares were retired. The market value of tendered shares is the last market trade price at closing on the day an equity compensation plan instrumentoption is exercised or released.the other share based award vests. Stock repurchased under equity incentive plans are not included in the total of stock repurchased under the stock repurchase plan announced on August 21, 2007.

2019 or 2007 Stock Repurchase Plans.

Note 209 - Stock Options and Other Equity-Based Incentive Instruments

In March 2009, the

The Company’s Board of Directors adopted the TriCo Bancshares 2009 Equity Incentive Plan (2009 Plan) covering officers, employees, directors of, and consultants to, the Company. The 2009 Plan was approved by the Company’s shareholders in May 2009. The 2009 Plan allows for the granting of the following types of “stock awards” (Awards): incentive stock options, nonstatutory stock options, performanceexpired on March 26, 2019. While no new awards restricted stock, restricted stock unit (RSU) awards and stock appreciation rights. RSUs that vest based solely on the grantee remaining in the service of the Company for a certain amount of time, are referred to as “service condition vesting RSUs”. RSUs that vest based on the grantee remaining in the service of the Company for a certain amount of time and a market condition such as the total return of the Company’s common stock versus the total return of an index of bank stocks, are referred to as “market plus service condition vesting RSUs”.    In May 2013, the Company’s shareholders approved an amendment to the 2009 Plan increasing the maximum aggregate number of shares of TriCo’s common stock which maycan be issued pursuant to or subject to Awards from 650,000 to 1,650,000. The number of shares available for issuancegranted under the 2009 Plan, is reduced by: (i) one share for each shareexisting grants continue to be governed by the terms, conditions and procedures set forth in any applicable award agreement. On April 16, 2019, the Board of common stock issued pursuant to a stock option or a Stock Appreciation Right and (ii) two shares for each share of common stock issued pursuant to a Performance Award, a Restricted Stock Award or a Restricted Stock Unit Award. When Awards made under the 2009 Plan expire or are forfeited or cancelled, the underlying shares will become available for future Awards under the 2009 Plan. To the extent that a share of common stock pursuant to an Award that counted as two shares against the number of shares again becomes available for issuance under the 2009 Plan, the number of shares of common stock available for issuance under the 2009 Plan shall increase by two shares. Shares awarded and delivered under the 2009 Plan may be authorized but unissued, or reacquired shares. As of September 30, 2017, 411,900 options for the purchase of common shares, and 123,479 restricted stock units were outstanding, and 527,651 shares remain available for issuance, under the 2009 Plan.

In May 2001, the CompanyDirectors adopted the TriCo Bancshares 2001 Stock Option2019 Equity Incentive Plan (2001(2019 Plan) covering officers, employees, directorswhich was approved by shareholders on May 21, 2019. The 2019 Plan allows for up to 1,500,000 shares to be issued in connection with equity-based incentives. All grants of and consultants to,equity awards made during the Company. Underthree months ended March 31, 2020, if any, were made from the 2001 Plan, the option exercise price cannot be less than the fair market value2019 Plan.

29

Table of the Common Stock at the date of grant except in the case of substitute options. Options for the 2001 Plan expire on the tenth anniversary of the grant date. Vesting schedules under the 2001 Plan are determined individually for each grant. As of September 30, 2017, 46,500 options for the purchase of common shares were outstanding under the 2001 Plan. As of May 2009, as a result of the shareholder approval of the 2009 Plan, no new options may be granted under the 2001 Plan.

Contents

Stock option activity during the ninethree months ended September 30, 2017March 31, 2020 is summarized in the following table:

   Number
of Shares
   

Option Price

per Share

   Weighted
Average
Exercise
Price
   Weighted
Average Fair
Value on
Date of Grant
 

Outstanding at December 31, 2016

   592,250   $12.63  to $23.21   $17.12   

Options granted

   —      —    to  —      —      —   

Options exercised

   (133,850  $14.54  to $22.54   $18.07   

Options forfeited

   —      —    to  —      —     

Outstanding at September 30, 2017

   458,400   $12.63  to $23.21   $16.85   

Number
of Shares
Option Price
per Share
Weighted
Average
Exercise Price
Outstanding at December 31, 2019160,500  $14.54 to $23.21$17.60  
Options granted—  —  
Options exercised(8,000) $17.54 to $19.4618.50  
Options forfeited—  —  
Outstanding at March 31, 2020152,500  $14.54 to $23.21$17.55  
The following table shows the number, weighted-average exercise price, intrinsic value, and weighted average remaining contractual life of options exercisable, options not yet exercisable and total options outstanding as of September 30, 2017:

   Currently
Exercisable
   Currently Not
Exercisable
   Total
Outstanding
 

Number of options

   431,100    27,300    458,400 

Weighted average exercise price

  $16.61   $20.54   $16.85 

Intrinsic value (in thousands)

  $10,406   $552   $10,958 

Weighted average remaining contractual term (yrs.)

   4.0    6.1    4.1 

The 27,300March 31, 2020:

Currently
Exercisable
Currently Not
Exercisable
Total
Outstanding
Number of options152,500  —  152,500  
Weighted average exercise price$17.55  $—  $17.55  
Intrinsic value (in thousands)$1,871  $—  $1,871  
Weighted average remaining contractual term (yrs.)2.602.6
As of March 31, 2020 all options thatoutstanding are currently not exercisable as of September 30, 2017fully vested and are expected to vest, on a weighted-average basis, over the next 1.1 years, and the Company is expectedbe exercised prior to recognize $157,000 ofpre-tax compensation costs related to these options as they vest.expiration. The Company did not modify any option grants during 20162019 or the ninethree months ended September 30, 2017.

RestrictedMarch 31, 2020.

Activity related to restricted stock unit (RSU) activityawards during the three months ended March 31, 2020 is summarized in the following table for the dates indicated:

   Service Condition Vesting RSUs   Market Plus Service Condition Vesting RSUs 
   Number
of RSUs
   Weighted
Average Fair
Value on
Date of Grant
   Number
of RSUs
   Weighted
Average Fair
Value on
Date of Grant
 

Outstanding at December 31, 2016

   68,450      47,426   

RSUs granted

   29,669   $35.36    17,939   $32.95 

Additional market plus service condition RSUs vested

       6,269   

RSUs added through dividend credits

   939      —     

RSUs released

   (28,397     (18,805  

RSUs forfeited/expired

   (11     —     

Outstanding at September 30, 2017

   70,650      52,829   

table:

Service
Condition
Vesting RSUs
Market Plus
Service
Condition
Vesting RSUs
Outstanding at December 31, 201968,597  51,312  
RSUs granted—  —  
RSUs added through dividend and performance credits521  —  
RSUs released(362) —  
RSUs forfeited/expired(80) (78) 
Outstanding at March 31, 202068,676  51,234  
The 70,65068,676 of service condition vesting RSUs outstanding as of September 30, 2017March 31, 2020 include a feature whereby each RSU outstanding is credited with a dividend amount equal to any common stock cash dividend declared and paid, and the credited amount is divided by the closing price of the Company’s stock on the dividend payable date to arrive at an additional amount of RSUs outstanding under the original grant. The 70,650dividend credits follow the same vesting requirements as the RSU awards and are not considered participating securities. The 68,676 of service condition vesting RSUs outstanding as of September 30, 2017March 31, 2020 are expected to vest, and be released, on a weighted-average basis, over the next 1.51.1 years. The Company expects to recognize $1,686,000$1,537,782 ofpre-tax compensation costs related to these service condition vesting RSUs between September 30, 2017March 31, 2020 and their vesting dates. The Company did not modify any service condition vesting RSUs during 20162019 or during the ninethree months ended September 30, 2017.

March 31, 2020.

The 52,82951,234 of market plus service condition vesting RSUs outstanding as of September 30, 2017March 31, 2020 are expected to vest, and be released, on a weighted-average basis, over the next 1.61.4 years. The Company expects to recognize $839,000$759,307 ofpre-tax compensation costs related to these RSUs between September 30, 2017March 31, 2020 and their vesting dates. As of September 30, 2017,March 31, 2020, the number of market plus service condition vesting RSUs outstanding that will actually vest, and be released, may be reduced to zero0 or increased to 79,24376,851 depending on the total return of the Company’s common stock versus the total return of an index of bank stocks from the grant date to the vesting date. The Company did not modify any market plus service condition vesting RSUs during 20162019 or during the ninethree months ended September March 31, 2020.
30 2017.


Table of Contents
Note 2110 - NoninterestNon-interest Income and Expense

The following table summarizes the Company’s non-interest income for the periods indicated:
Three months ended
March 31,
(dollars in thousands)20202019
ATM and interchange fees$5,111  $4,581  
Service charges on deposit accounts4,046  3,880  
Other service fees758  771  
Mortgage banking service fees469  483  
Change in value of mortgage servicing rights(1,258) (645) 
Total service charges and fees9,126  9,070  
Increase in cash value of life insurance720  775  
Asset management and commission income916  642  
Gain on sale of loans891  412  
Lease brokerage income193  220  
Sale of customer checks124  140  
Gain on sale of investment securities—  —  
Gain on marketable equity securities47  36  
Other(197) 508  
Total other non-interest income2,694  2,733  
Total non-interest income$11,820  $11,803  
The components of other noninterest income were as follows (in thousands):

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2017   2016   2017   2016 

Service charges on deposit accounts

  $4,160   $3,641   $12,102   $10,549 

ATM and interchange fees

   4,209    3,851    12,472    11,136 

Other service fees

   917    792    2,521    2,369 

Mortgage banking service fees

   514    537    1,561    1,570 

Change in value of mortgage servicing rights

   (325   (799   (795   (2,198
  

 

 

   

 

 

   

 

 

   

 

 

 

Total service charges and fees

   9,475    8,022    27,861    23,426 
  

 

 

   

 

 

   

 

 

   

 

 

 

Gain on sale of loans

   606    953    2,293    2,645 

Commissions on sale ofnon-deposit investment products

   672    747    1,984    1,890 

Increase in cash value of life insurance

   732    709    2,043    2,086 

Gain on sale of investment securities

   961    —      961    —   

Change in indemnification asset

   —      (10   490    (274

Gain on sale of foreclosed assets

   37    69    308    218 

Sale of customer checks

   89    110    287    299 

Lease brokerage income

   234    172    601    602 

Loss on disposal of fixed assets

   (33   (13   (61   (52

Life Insurance death benefit in excess of cash value

   —      —      108    238 

Other

   157    307    668    1,023 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other noninterest income

   3,455    3,044    9,682    8,675 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total noninterest income

  $12,930   $11,066   $37,543   $32,101 
  

 

 

   

 

 

   

 

 

   

 

 

 

Mortgage loan servicing fees, net of change in fair value of mortgage loan servicing rights

  $189   $(262  $766   $(628

Mortgage banking revenue

  $795   $691   $3,059   $2,017 

The components of noninterestnon-interest expense were as follows (in thousands):

   Three months ended
September 30,
  Nine months ended
September 30,
 
   2017  2016  2017  2016 

Base salaries, net of deferred loan origination costs

  $13,600  $13,419  $40,647  $39,095 

Incentive compensation

   2,609   2,798   6,980   7,008 

Benefits and other compensation costs

   4,724   4,643   14,693   14,067 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total salaries and benefits expense

   20,933   20,860   62,320   60,170 
  

 

 

  

 

 

  

 

 

  

 

 

 

Occupancy

   2,799   2,667   8,196   7,504 

Equipment

   1,816   1,607   5,344   4,837 

Data processing and software

   2,495   2,068   7,332   6,266 

ATM & POS network charges

   1,425   1,915   3,353   3,923 

Telecommunications

   716   702   2,027   2,085 

Postage

   325   381   1,058   1,186 

Courier service

   235   280   752   816 

Advertising

   1,039   1,049   3,173   3,021 

Assessments

   427   654   1,252   1,864 

Operational losses

   301   497   1,166   1,006 

Professional fees

   901   1,018   2,357   3,183 

Foreclosed assets expense

   41   37   117   197 

Provision for foreclosed asset losses

   134   8   162   40 

Change in reserve for unfunded commitments

   390   25   270   433 

Intangible amortization

   339   359   1,050   1,017 

Merger expense

   —     —     —     784 

Litigation contingent liability

   —     —     —     1,450 

Other

   2,906   3,289   9,019   9,652 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total other noninterest expense

   16,289   16,556   46,628   49,264 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total noninterest expense

  $37,222  $37,416  $108,948  $109,434 
  

 

 

  

 

 

  

 

 

  

 

 

 

Merger expense:

     

Base salaries (outside temporary help)

   —     —     —    $187 

Equipment

   —     —     —     35 

Professional fees

   —     —     —     342 

Advertising and marketing

   —     —     —     114 

Other

   —     —     —     106 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total merger expense

   —     —     —    $784 
  

 

 

  

 

 

  

 

 

  

 

 

 

Average full time equivalent staff

   993   1,022   1,005   996 

Noninterest expense to revenue (FTE)

   64.6  69.4  64.5  69.0

Three months ended
March 31,
20202019
Base salaries, net of deferred loan origination costs$17,623  $16,757  
Incentive compensation3,101  2,567  
Benefits and other compensation costs6,548  5,804  
Total salaries and benefits expense27,272  25,128  
Occupancy3,875  3,774  
Data processing and software3,367  3,349  
Equipment1,512  1,867  
Intangible amortization1,431  1,431  
Advertising665  1,331  
ATM and POS network charges1,373  1,323  
Professional fees703  839  
Telecommunications725  797  
Regulatory assessments and insurance95  511  
Postage290  310  
Operational losses221  225  
Courier service331  270  
Gain on sale of foreclosed assets(41) (99) 
Loss on disposal of fixed assets—  24  
Other miscellaneous expense3,000  4,372  
Total other non-interest expense17,547  20,324  
Total non-interest expense$44,819  $45,452  


31

Table of Contents
Note 22 - Income Taxes

The provisions for income taxes applicable to income before taxes differ from amounts computed by applying the statutory Federal income tax rates to income before taxes. The effective tax rate and the statutory federal income tax rate are reconciled for the periods indicated as follows:

   Three months ended
September 30,
  Nine months ended
September 30,
 
   2017  2016  2017  2016 

Federal statutory income tax rate

   35.0  35.0  35.0  35.0

State income taxes, net of federal tax benefit

   6.9   6.9   6.8   6.7 

Tax-exempt interest on municipal obligations

   (1.9  (1.7  (1.8  (1.9

Increase in cash value of insurance policies

   (1.3  (1.2  (1.3  (1.6

Low income housing tax credits

   (0.5  (0.3  (0.4  (0.3

Equity compensation

   (0.8  —     (1.4  —   

Other

   0.1   —     0.2   0.1 
  

 

 

  

 

 

  

 

 

  

 

 

 

Effective Tax Rate

   37.5  38.7  37.1  38.0
  

 

 

  

 

 

  

 

 

  

 

 

 

Note 2311 - Earnings Per Share

Basic earnings per share represent income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustments to income that would result from assumed issuance. Potential common shares that may be issued by the Company relate solely fromto outstanding stock options and restricted stock units (RSUs), and are determined using the treasury stock method. Earnings per share have been computed based on the following:

   Three months ended
September 30,
   Nine months ended
September 30,
 
(in thousands)  2017   2016   2017   2016 

Net income

  $11,897   $12,199   $37,565   $32,278 

Average number of common shares outstanding

   22,932    22,825    22,901    22,804 

Effect of dilutive stock options and restricted stock units

   312    274    338    273 
  

 

 

   

 

 

   

 

 

   

 

 

 

Average number of common shares outstanding used to calculate diluted earnings per share

   23,244    23,099    23,239    23,077 
  

 

 

   

 

 

   

 

 

   

 

 

 

Options excluded from diluted earnings per share because the effect of these options was antidilutive

   —      12    —      18 

Three months ended
March 31,
(in thousands)20202019
Net income$16,121  $22,726  
Average number of common shares outstanding30,395  30,424  
Effect of dilutive stock options and restricted stock128  234  
Average number of common shares outstanding used to calculate diluted earnings
per share
30,523  30,658  
Options excluded from diluted earnings per share because the effect of these
options was antidilutive
—  —  


Note 24 -12 – Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses onavailable-for-sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of other comprehensive income.

The components of other comprehensive income (loss) and related tax effects are as follows:
Three months ended March 31,
(in thousands)20202019
Unrealized holding gains (losses) on available for sale securities before reclassifications$(29,561) $12,710  
Tax effect8,739  (3,758) 
Unrealized holding gains (losses) on available for sale securities, net of tax(20,822) 8,952  
Change in unfunded status of the supplemental retirement plans before reclassifications448  (89) 
Amounts reclassified out of accumulated other comprehensive income (loss):
Amortization of prior service cost(14) (13) 
Amortization of actuarial losses478  102  
Total amounts reclassified out of accumulated other comprehensive income (loss)464  89  
Change in unfunded status of the supplemental retirement plans after reclassifications912  —  
Tax effect—  —  
Change in unfunded status of the supplemental retirement plans, net of tax912  —  
Total other comprehensive income (loss)$(19,910) $8,952  
32

Table of Contents
The components of accumulated other comprehensive income (loss), included in shareholders’ equity, are as follows:

   September 30,
2017
   December 31,
2016
 
   (in thousands) 

Net unrealized loss on available for sale securities

  $(3,459  $(8,870

Tax effect

   1,455    3,729 
  

 

 

   

 

 

 

Unrealized holding loss on available for sale securities, net of tax

   (2,004   (5,141
  

 

 

   

 

 

 

Unfunded status of the supplemental retirement plans

   (4,431   (4,714

Tax effect

   1,863    1,982 
  

 

 

   

 

 

 

Unfunded status of the supplemental retirement plans, net of tax

   (2,568   (2,732
  

 

 

   

 

 

 

Joint beneficiary agreement liability

   (40   (40

Tax effect

   —      —   
  

 

 

   

 

 

 

Joint beneficiary agreement liability, net of tax

   (40   (40
  

 

 

   

 

 

 

Accumulated other comprehensive loss

  $(4,612  $(7,913
  

 

 

   

 

 

 

The components of other comprehensive income and related tax effects are as follows:

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
(in thousands)  2017   2016   2017   2016 

Unrealized holding gains (losses) on available for sale securities before reclassifications

  $674   $(2,058  $6,372   $11,240 

Amounts reclassified out of accumulated other comprehensive income

   (961   —      (961   —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Unrealized holding (losses) gains on available for sale securities after reclassifications

   (287   (2,058   5,411    11,240 

Tax effect

   121    865    (2,274   (4,726
  

 

 

   

 

 

   

 

 

   

 

 

 

Unrealized holding (losses) gains on available for sale securities, net of tax

   (166   (1,193   3,137   $6,514 
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in unfunded status of the supplemental retirement plans before reclassifications

   —      —      —      —   

Amounts reclassified out of accumulated other comprehensive income:

        

Amortization of prior service cost

   (1   (10   (5   (30

Amortization of actuarial losses

   96    138    288    413 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total amounts reclassified out of accumulated other comprehensive income

   95    128    283    383 
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in unfunded status of the supplemental retirement plans after reclassifications

   95    128    283    383 

Tax effect

   (40   (54   (119   (161
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in unfunded status of the supplemental retirement plans, net of tax

   55    74    164    222 
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in joint beneficiary agreement liability before reclassifications

   —      (1   —      (5

Amounts reclassified out of accumulated other comprehensive income

   —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in joint beneficiary agreement liability after reclassifications

   —      (1   —      (5

Tax effect

   —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in joint beneficiary agreement liability, net of tax

   —      (1   —      (5
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive (loss) income

  $(111  $(1,120  $3,301   $6,731 
  

 

 

   

 

 

   

 

 

   

 

 

 

(in thousands)March 31,
2020
December 31,
2019
Net unrealized gain (loss) on available for sale securities$(26,174) $3,387  
Tax effect7,738  (1,001) 
Unrealized holding gain (loss) on available for sale securities, net of tax(18,436) 2,386  
Unfunded status of the supplemental retirement plans(11,193) (11,193) 
Tax effect3,309  3,309  
Unfunded status of the supplemental retirement plans, net of tax(7,884) (7,884) 
Joint beneficiary agreement liability1,188  276  
Tax effect—  —  
Joint beneficiary agreement liability, net of tax1,188  276  
Accumulated other comprehensive income (loss)$(25,132) $(5,222) 

Note 25 - Retirement Plans

401(k) Plan

The Company sponsors a 401(k) Plan whereby substantially all employees age 21 and over with 90 days of service may participate. Participants may contribute a portion of their compensation subject to certain limits based on federal tax laws. Prior to July 1, 2015, the Company did not contribute to the 401(k) Plan. Effective July 1, 2015, the Company initiated a discretionary matching contribution equal to 50% of participant’s elective deferrals each quarter, up to 4% of eligible compensation. The following table sets forth the benefit expense attributable to the 401(k) Plan matching contributions, and the contributions made by the Company to the 401(k) Plan during the periods indicated:

   Three months ended September 30,   Nine months ended September 30, 
(in thousands)  2017   2016   2017   2016 

401(k) Plan benefits expense

  $164   $187   $603   $515 

401(k) Plan contributions made by the Company

  $224   $187   $595   $648 

Employee Stock Ownership Plan

Substantially all employees with at least one year of service are covered by a discretionary employee stock ownership plan (ESOP). Contributions are made to the plan at the discretion of the Board of Directors. Company shares owned by the ESOP are paid dividends and included in the calculation of earnings per share exactly as other common shares outstanding. The following table sets forth the benefit expense attributable to the ESOP, and the contributions made by the Company to the ESOP during the periods indicated:

   Three months ended September 30,   Nine months ended September 30, 
(in thousands)  2017   2016   2017   2016 

ESOP benefits expense

  $537   $463   $1,610   $1,368 

ESOP contributions made by the Company

  $537    —     $2,073   $905 

Deferred Compensation Plans

The Company has deferred compensation plans for certain directors and key executives, which allow certain directors and key executives designated by the Board of Directors of the Company to defer a portion of their compensation. The Company has purchased insurance on the lives of the participants and intends to hold these policies until death as a cost recovery of the Company’s deferred compensation obligations of $6,431,000 and $6,525,000 at September 30, 2017 and December 31, 2016, respectively.    The following table sets forth the earnings credits on deferred balances included in noninterest expense during the periods indicated:

   Three months ended September 30,   Nine months ended September 30, 
(in thousands)  2017   2016   2017   2016 

Deferred compensation earnings credits included in noninterest expense

  $111   $111   $365   $366 

Supplemental Retirement Plans

The Company has supplemental retirement plans for current and former directors and key executives. These plans arenon-qualified defined benefit plans and are unsecured and unfunded. The Company has purchased insurance on the lives of the participants and intends (but is not required) to use the cash values of these policies to pay the retirement obligations. The following table sets forth the net periodic benefit cost recognized for the plans:

   Three months ended
September 30,
   Nine months ended
September 30,
 
(in thousands)  2017   2016   2017   2016 

Net pension cost included the following components:

        

Service cost-benefits earned during the period

  $235   $260   $706   $781 

Interest cost on projected benefit obligation

   248    256    743    769 

Amortization of net obligation at transition

   —      1    1    1 

Amortization of prior service cost

   (3   (10   (8   (30

Recognized net actuarial loss

   98    137    292    412 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic pension cost

  $578   $644   $1,734   $1,933 
  

 

 

   

 

 

   

 

 

   

 

 

 

Company contributions to pension plans

  $267   $260   $856   $834 

Pension plan payouts to participants

  $267   $260   $856   $834 

For the year ending December 31, 2017, the Company expects to contribute and pay out as benefits $1,117,000 to participants under the plans.

Note 26 - Related Party Transactions

Certain directors, officers, and companies with which they are associated were customers of, and had banking transactions with, the Company or the Bank in the ordinary course of business.

The following table summarizes the activity in these loans for periods indicated (in thousands):

Balance December 31, 2015

  $4,201 

Advances/new loans

   730 

Removed/payments

   (2,499
  

 

 

 

Balance December 31, 2016

   2,432 

Advances/new loans

   160 

Removed/payments

   (666
  

 

 

 

Balance September 30, 2017

  $1,926 
  

 

 

 

Note 2713 - Fair Value Measurement

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, income approach, and/or the cost approach. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of nonperformance. SecuritiesMarketable equity securities, debt securities available-for-sale, loans held for sale, and mortgage servicing rights are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as loans held for sale, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or impairment write-downs of individual assets.

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observable nature of the assumptions used to determine fair value. These levels are:

Level 1 -Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2 -Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3 -Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

Securities

Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3 - Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
Marketable equity securities and debt securities available for sale- SecuritiesMarketable equity securities and debt securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in activeover-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. The Company had no0 securities classified as Level 3 during any of the periods covered in these financial statements.

Loans held for sale- Loans held for sale are carried at the lower of cost or fair value. The fair value of loans held for sale is based on what secondary markets are currently offering for loans with similar characteristics. As such, we classify those loans subjected to nonrecurringrecurring fair value adjustments as Level 2.

Impaired originated and PNCI

Individually evaluated loans – Originated and PNCI loans- Loans are not recorded at fair value on a recurring basis. However, from time to time, an originated or PNCI loancertain loans have individual risk characteristics not consistent with a pool of loans and is considered impaired and an allowanceindividually evaluated for loan losses is established. Originated and PNCI loanscredit reserves.
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Loans for which it is probable that payment of interest and principal will not be made in accordance with the original contractual terms of the loan agreement are considered impaired.typically individually evaluated. The fair value of an impaired originated or PNCI loan isthese loans are estimated using one of several methods, including collateral value, fair value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired originated and PNCI loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. Impaired originated and PNCI loansLoans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value which uses substantially observable data, the Company records the impaired originated or PNCI loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value, or the appraised value contains a significant unobservable assumption, such as deviations from comparable sales, and there is no observable market price, the Company records the impaired originated or PNCI loan as nonrecurring Level 3.

Foreclosed assets- Foreclosed assets include assets acquired through, or in lieu of, loan foreclosure. Foreclosed assets are held for sale and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, management periodically performs valuations and the assets are carried at the lower of carrying amount or fair value less cost to sell. When the fair value of foreclosed assets is based on an observable market price or a current appraised value which uses substantially observable data, the Company records the impaired originated loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value, or the appraised value contains a significant unobservable assumption, such as deviations from comparable sales, and there is no observable market price, the Company records the foreclosed asset as nonrecurring Level 3. Revenue and expenses from operations and changes in the valuation allowance are included in other noninterestnon-interest expense.

Mortgage servicing rights- Mortgage servicing rights are carried at fair value. A valuation model, which utilizes a discounted cash flow analysis using a discount rate and prepayment speed assumptions is used in the computation of the fair value measurement. While the prepayment speed assumption is currently quoted for comparable instruments, the discount rate assumption currently requires a significant degree of management judgment and is therefore considered an unobservable input. As such, the Company classifies mortgage servicing rights subjected to recurring fair value adjustments as Level 3. Additional information regarding mortgage servicing rights can be found in Note 10 in the consolidated financial statements at Item 1 of this report.

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis (in thousands):

Fair value at September 30, 2017  Total   Level 1   Level 2   Level 3 

Securities available for sale:

        

Obligations of U.S. government corporations and agencies

  $554,062    —     $554,062    —   

Obligations of states and political subdivisions

   121,217    —      121,217    —   

Marketable equity services

   2,957   $2,957    —      —   

Mortgage servicing rights

   6,419    —      —     $6,419 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets measured at fair value

  $684,655   $2,957   $675,279   $6,419 
  

 

 

   

 

 

   

 

 

   

 

 

 
Fair value at December 31, 2016  Total   Level 1   Level 2   Level 3 

Securitiesavailable-for-sale:

        

Obligations of U.S. government corporations and agencies

  $429,678    —     $429,678    —   

Obligations of states and political subdivisions

   117,617    —      117,617    —   

Marketable equity securities

   2,938   $2,938    —      —   

Mortgage servicing rights

   6,595    —      —     $6,595 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets measured at fair value

  $556,828   $2,938   $547,295   $6,595 
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair value at March 31, 2020TotalLevel 1Level 2Level 3
Marketable equity securities$3,007  $3,007  $—  $—  
Debt securities available for sale:
Obligations of U.S. government corporations and agencies469,218  —  469,218  —  
Obligations of states and political subdivisions114,125  —  114,125  —  
Corporate bonds2,575  —  2,575  —  
Asset backed securities416,081  —  416,081  —  
Loans held for sale2,695  —  2,695  —  
Mortgage servicing rights5,168  —  —  5,168  
Total assets measured at fair value$1,012,869  $3,007  $1,004,694  $5,168  

Fair value at December 31, 2019TotalLevel 1Level 2Level 3
Marketable equity securities$2,960  $2,960  $—  $—  
Debt securities available for sale:
Obligations of U.S. government corporations and agencies472,980  —  472,980  —  
Obligations of states and political subdivisions109,601  —  109,601  —  
Corporate bonds2,532  —  2,532  —  
Asset backed securities365,025  —  365,025  —  
Loans held for sale5,265  —  5,265  —  
Mortgage servicing rights6,200  —  —  6,200  
Total assets measured at fair value$964,563  $2,960  $955,403  $6,200  
Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally corresponds with the Company’s quarterly valuation process. There were no transfers between any levels during the sixthree months ended September 30, 2017March 31, 2020 or the year ended December 31, 2016.

2019.

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The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the time periods indicated. Had there been any transfer into or out of Level 3 during the time periods indicated, the amount included in the “Transfers into (out of) Level 3” column would represent the beginning balance of an item in the period (interim quarter) during which it was transferred (in thousands):

   Three months ended September 30,   Nine months ended September 30, 
   2017   2016   2017   2016 

Mortgage servicing rights:

        

Balance at beginning of period

  $6,596   $6,720   $6,595   $7,618 

Additions

   147    287    619    788 

Change in fair value

   (324   (799   (795   (2,198
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

  $6,419   $6,208   $6,419   $6,208 
  

 

 

   

 

 

   

 

 

   

 

 

 

The Company’s method for determining the fair value of mortgage servicing rights is described in Note 1.

Three months ended March 31,Beginning
Balance
Transfers
into (out of)
Level 3
Change
Included
in Earnings
IssuancesEnding
Balance
2020: Mortgage servicing rights$6,200  —  $(1,258) $226  $5,168  
2019: Mortgage servicing rights$7,098  —  $(645) $119  $6,572  

Three months ended March 31,
The key unobservable inputs used in determining the fair value of mortgage servicing rights are mortgage prepayment speeds and the discount rate used to discount cash projected cash flows. Generally, any significant increases in the mortgage prepayment speed and discount rate utilized in the fair value measurement of the mortgage servicing rights will result in a negative fair value adjustments (and decrease in the fair value measurement). Conversely, a decrease in the mortgage prepayment speed and discount rate will result in a positive fair value adjustment (and increase in the fair value measurement). Note 10 contains additional information regarding mortgage servicing rights.

The following table presents quantitative information about recurring Level 3 fair value measurements at September 30, 2017:

   Fair Value
(in thousands)
   Valuation
Technique
   Unobservable
Inputs
  Range,
Weighted Average

Mortgage Servicing Rights

  $6,419    Discounted cash flow   Constant prepayment rate  6.5%-21.4%, 9.2%
      Discount rate  14.0%-16.0%, 14.0%

The following table presents quantitative information about recurring Level 3 fair value measurements atMarch 31, 2020 and December 31, 2016:

   Fair Value
(in thousands)
   Valuation
Technique
   Unobservable
Inputs
  Range,
Weighted Average

Mortgage Servicing Rights

  $6,595    Discounted cash flow   Constant prepayment rate  6.9%-16.6%, 8.8%
      Discount rate  14.0%-16.0%, 14.0%

2019:

As of March 31, 2020:Fair Value
(in thousands)
Valuation
Technique
Unobservable
Inputs
Range,
Weighted
Average
Mortgage Servicing Rights$5,168 Discounted cash flowConstant prepayment rate7% - 42%; 11%
Discount rate10% - 14%; 12%
As of December 31, 2019:
Mortgage Servicing Rights$6,200 Discounted cash flowConstant prepayment rate6% - 42.0%; 11.0%
Discount rate10% - 14%; 12%
The tables below present the recorded investment in assets and liabilities measured at fair value on a nonrecurring basis, as of the dates indicated (in thousands):

Nine months ended September 30, 2017  Total   Level 1   Level 2   Level 3   

Total Gains

(Losses)

 

Fair value:

          

Impaired Originated & PNCI loans

  $1,026    —      —     $1,026   $(892

Foreclosed assets

   2,062    —      —      2,062    (157
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets measured at fair value

  $3,088    —      —     $3,088   $(1,049
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Year ended December 31, 2016  Total   Level 1   Level 2   Level 3   Total Gains
(Losses)
 

Fair value:

          

Impaired Originated & PNCI loans

  $1,107    —      —     $1,107   $(409

Foreclosed assets

   2,253        2,253    (86
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets measured at fair value

  $3,360    —      —     $3,360   $(495
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Nine months ended September 30, 2016  Total   Level 1   Level 2   Level 3   Total
Gains/(Losses)
 

Fair value:

          

Impaired Originated & PNCI loans

  $5,941    —      —     $5,941   $(570

Foreclosed assets

   1,801    —      —      1,801    14 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets measured at fair value

  $7,742    —      —     $7,742   $(556
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

March 31, 2020TotalLevel 1Level 2Level 3Total Losses
Fair value:
Individually evaluated loans$105  —  —  $105  $(107) 

December 31, 2019TotalLevel 1Level 2Level 3Total Losses
Fair value:
Individually evaluated loans$1,055  —  —  $1,055  $(652) 
Foreclosed assets417  —  —  417  (27) 
Total assets measured at fair value$1,472  —  —  $1,472  $(679) 

March 31, 2019TotalLevel 1Level 2Level 3Total Losses
Fair value:
Individually evaluated loans$212  —  —  $212  $(197) 
Foreclosed assets214  —  —  214  —  
Total assets measured at fair value$426  —  —  $426  $(197) 
The impaired Originated and PNCIindividually evaluated loan amountamounts above represents impaired,represent collateral dependent loans that have been adjusted to fair value. When we identifythe Company identifies a collateral dependent loan as impaired, we measurewith unique risk characteristics, the impairmentCompany evaluates the need for an allowance using the current fair value of the collateral, less selling costs. Depending on the characteristics of a loan, the fair value of collateral is generally estimated by obtaining external appraisals. If we determinethe Company determines that the value of the impaired loan is less than the recorded investment in the loan, we recognizethe Company recognizes this impairment and adjust the carrying value of the
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loan to fair value through the allowance for loan and leasecredit losses. The loss represents charge-offs or impairments on collateral dependent loans for fair value adjustments based on the fair value of collateral. The carrying value of loans fullycharged-off is zero.

0.

The foreclosed assets amount above represents impaired real estate that has been adjusted to fair value. Foreclosed assets represent real estate which the BankCompany has taken control of in partial or full satisfaction of loans. At the time of foreclosure, other real estate owned is recorded at fair value less costs to sell, which becomes the property’s new basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan and leasecredit losses. After foreclosure, management periodically performs valuations such that the real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell. Fair value adjustments on other real estate owned are recognized within net loss on real estate owned. The loss represents impairments onnon-covered other real estate owned for fair value adjustments based on the fair value of the real estate.

The Company’s property appraisals are primarily based on the sales comparison approach and income approach methodologies, which consider recent sales of comparable properties, including their income generating characteristics, and then make adjustments to reflect the general assumptions that a market participant would make when analyzing the property for purchase. These adjustments may increase or decrease an appraised value and can vary significantly depending on the location, physical characteristics and income producing potential of each property. Additionally, the quality and volume of market information available at the time of the appraisal can vary from period to period and cause significant changes to the nature and magnitude of comparable sale adjustments. Given these variations, comparable sale adjustments are generally not a reliable indicator for how fair value will increase or decrease from period to period. Under certain circumstances, management discounts are applied based on specific characteristics of an individual property.

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at September 30, 2017:

   Fair Value
(in thousands)
   Valuation
Technique
  

Unobservable

Inputs

  

Range, Weighted
Average

Impaired Originated & PNCI loans

  $1,026   Sales comparison
approach Income
approach
  

Adjustment for differences between comparable sales

Capitalization rate

  (74)%-21%, (32%) N/A

Foreclosed assets (Land & construction)

  $960   Sales comparison
approach
  Adjustment for differences between comparable sales  (53)%-283%, 230%

Foreclosed assets (residential
(Residential real estate)

  $822   Sales comparison
approach
  Adjustment for differences between comparable sales  (47%)-39%, 3.3%

Foreclosed assets
(Commercial real estate)

  $280   Sales comparison
approach
  Adjustment for differences between comparable sales  (46%)-63%, 26%

March 31, 2020:

March 31, 2020Fair Value
(in thousands)
Valuation
Technique
Unobservable InputsRange,
Weighted Average
Individually evaluated loans$105 Sales comparison
approach
Income approach
Adjustment for differences between
comparable sales
Capitalization rate
Not meaningful
N/A
The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at December 31, 2016:

   Fair Value
(in thousands)
   Valuation
Technique
  

Unobservable

Inputs

  

Range,
Weighted Average

Impaired Originated & PNCI loans

  $1,107   Sales comparison
approach Income
approach
  Adjustment for differences between comparable sales Capitalization rate  Not meaningful N/A

Foreclosed assets
(Land & construction)

  $15   Sales comparison
approach
  Adjustment for differences between comparable sales  Not meaningful

Foreclosed assets
(Residential real estate)

  $1,564   Sales comparison
approach
  Adjustment for differences between comparable sales  Not meaningful

Foreclosed assets
(Commercial real estate)

  $674   Sales comparison
approach
  Adjustment for differences between comparable sales  Not meaningful

In addition to the methods and assumptions used to estimate the fair value of each class of financial instrument noted above, the following methods and assumptions were used to estimate the fair value of other classes of financial instruments for which it is practical to estimate the fair value.

Short-term Instruments - Cash and due from banks, fed funds purchased and sold, interest receivable and payable, and short-term borrowings are considered short-term instruments. For these short-term instruments their carrying amount approximates their fair value.

Securities held to maturity – The fair value of securities held to maturity is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in activeover-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. The Company had no securities held to maturity classified as Level 3 during any of the periods covered in these financial statements.

Restricted Equity Securities - It is not practical to determine the fair value of restricted equity securities due to restrictions placed on their transferability.

Originated and PNCI loans- The fair value of variable rate originated and PNCI loans is the current carrying value. The interest rates on these originated and PNCI loans are regularly adjusted to market rates. The fair value of other types of fixed rate originated and PNCI loans is estimated by discounting the future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings for the same remaining maturities. The allowance for loan losses is a reasonable estimate of the valuation allowance needed to adjust computed fair values for credit quality of certain originated and PNCI loans in the portfolio.

PCI Loans -PCI loans are measured at estimated fair value on the date of acquisition. Carrying value is calculated as the present value of expected cash flows and approximates fair value.

Deposit Liabilities- The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. These values do not consider the estimated fair value of the Company’s core deposit intangible, which is a significant unrecognized asset of the Company. The fair value of time deposits and other borrowings is based on the discounted value of contractual cash flows.

Other Borrowings- The fair value of other borrowings is calculated based on the discounted value of the contractual cash flows using current rates at which such borrowings can currently be obtained.

Junior Subordinated Debentures - The fair value of junior subordinated debentures is estimated using a discounted cash flow model. The future cash flows of these instruments are extended to the next available redemption date or maturity date as appropriate based upon the spreads of recent issuances or quotes from brokers for comparable bank holding companies compared to the contractual spread of each junior subordinated debenture measured at fair value.

Commitments to Extend Credit and Standby Letters of Credit - The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present credit worthiness of the counter parties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligation with the counter parties at the reporting date.

2019:

December 31, 2019Fair Value
(in thousands)
Valuation
Technique
Unobservable InputsRange,
Weighted Average
Individually evaluated loans$1,055 Sales comparison
approach
Income approach
Adjustment for differences between
comparable sales
Capitalization rate
Not meaningfulN/A
Foreclosed assets (Residential real estate)$417 Sales comparison
approach
Adjustment for differences between
comparable sales
Not meaningfulN/A

Fair values for financial instruments are management’s estimates of the values at which the instruments could be exchanged in a transaction between willing parties. The Company uses the exit price notion when measuring the fair value of financial instruments. These estimates are subjective and may vary significantly from amounts that would be realized in actual transactions. In addition, other significant assets are not considered financial assets including, any mortgage banking operations, deferred tax assets, and premises and equipment. Further, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on the fair value estimates and have not been considered in any of these estimates.

The estimated fair values

36

Table of financial instruments that are reported at amortized cost in the Corporation’s consolidated balance sheets, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value, were as follows (in thousands):

   September 30, 2017   December 31, 2016 
   Carrying
Amount
   Fair
Value
   Carrying
Amount
   Fair
Value
 

Financial assets:

        

Level 1 inputs:

        

Cash and due from banks

  $86,815   $86,815   $92,197   $92,197 

Cash at Federal Reserve and other banks

   101,219    101,219    213,415    213,415 

Level 2 inputs:

  ��     

Securities held to maturity

   536,567    542,123    602,536    603,203 

Restricted equity securities

   16,956    N/A    16,956    N/A 

Loans held for sale

   2,733    2,733    2,998    2,998 

Level 3 inputs:

        

Loans, net

   2,902,866    2,928,059    2,727,090    2,763,473 

Financial liabilities:

        

Level 2 inputs:

        

Deposits

   3,927,456    3,925,527    3,895,560    3,893,941 

Other borrowings

   98,730    98,730    17,493    17,493 

Level 3 inputs:

        

Junior subordinated debt

  $56,810   $55,259   $56,667   $49,033 
   Contract
Amount
   Fair
Value
   Contract
Amount
   Fair
Value
 

Off-balance sheet:

        

Level 3 inputs:

        

Commitments

  $909,900   $9,099   $767,274   $7,673 

Standby letters of credit

  $12,700   $128   $12,763   $128 

Overdraft privilege commitments

  $96,650   $967   $98,583   $986 

Contents

March 31, 2020December 31, 2019
(in thousands)Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Financial assets:
Level 1 inputs:
Cash and due from banks$95,364  $95,364  $92,816  $92,816  
Cash at Federal Reserve and other banks90,102  90,102  183,691  183,691  
Level 2 inputs:
Securities held to maturity359,770  377,442  375,606  381,525  
Restricted equity securities17,250   N/A17,250  N/A
Level 3 inputs:
Loans, net4,321,151  4,307,323  4,276,750  4,263,064  
Financial liabilities:
Level 2 inputs:
Deposits5,402,698  5,401,617  5,366,994  5,365,921  
Other borrowings19,309  19,309  18,454  18,454  
Level 3 inputs:
Junior subordinated debt57,323  56,254  57,232  56,297  

(in thousands)Contract
Amount
Fair
Value
Contract
Amount
Fair
Value
Off-balance sheet:
Level 3 inputs:
Commitments$1,296,732  $12,967  $1,309,326  $13,093  
Standby letters of credit12,084  121  12,014  120  
Overdraft privilege commitments109,752  1,098  110,402  1,104  

Note 28 - TriCo Bancshares Condensed Financial Statements (Parent Only)

Condensed Balance Sheets  September 30,
2017
   December 31,
2016
 
   (In thousands) 

Assets

    

Cash and Cash equivalents

  $3,278   $2,802 

Investment in Tri Counties Bank

   558,986    529,907 

Other assets

   1,729    1,711 
  

 

 

   

 

 

 

Total assets

  $563,993   $534,420 
  

 

 

   

 

 

 

Liabilities and shareholders’ equity

    

Other liabilities

  $450   $406 

Junior subordinated debt

   56,810    56,667 
  

 

 

   

 

 

 

Total liabilities

   57,260    57,073 
  

 

 

   

 

 

 

Shareholders’ equity:

    

Common stock, no par value: authorized 50,000,000 shares; issued and outstanding 22,941,464 and 22,867,802 shares, respectively

   255,231    252,820 

Retained earnings

   256,114    232,440 

Accumulated other comprehensive loss, net

   (4,612   (7,913
  

 

 

   

 

 

 

Total shareholders’ equity

   506,733    477,347 
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

  $563,993   $534,420 
  

 

 

   

 

 

 

Statements of Income  Three months ended
September 30,
   Nine months ended
September 30,
 
(In thousands)  2017   2016   2017   2016 

Interest expense

  $652   $562   $1,870   $1,643 

Administration expense

   209    158    586    548 
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before equity in net income of Tri Counties Bank

   (861   (720   (2,456   (2,191

Equity in net income of Tri Counties Bank:

        

Distributed

   5,185    4,096    14,394    11,434 

(Over) under distributed

   7,211    8,522    24,594    22,116 

Income tax benefit

   362    301    1,033    919 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $11,897   $12,199   $37,565   $32,278 
  

 

 

   

 

 

   

 

 

   

 

 

 

Note 28 - TriCo Bancshares Condensed Financial Statements (Parent Only, continued)

Statements of Comprehensive Income  Three months ended
September 30,
   Nine months ended
September 30,
 
(In thousands)  2017   2016   2017   2016 

Net income

  $11,897   $12,199   $37,565   $32,278 

Other comprehensive income (loss), net of tax:

        

Unrealized holding (losses) gains on available for sale securities arising during the period

   (166   (1,193   3,137    6,514 

Change in minimum pension liability

   55    74    164    222 

Change in joint beneficiary liability

   —      (1   —      (5
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income

   (111   (1,120   3,301    6,731 
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

  $11,786   $11,079   $40,866   $39,009 
  

 

 

   

 

 

   

 

 

   

 

 

 

Statements of Cash Flows  Nine months ended
September 30,
 
(In thousands)  2017   2016 

Operating activities:

    

Net income

  $37,565   $32,278 

Adjustments to reconcile net income to net cash provided by operating activities:

    

Over (under) distributed equity in earnings of Tri Counties Bank

   (24,594   (22,116

Equity compensation vesting expense

   1,184    1,078 

Equity compensation net (excess tax benefit) tax expense

   —      182 

Net change in other assets and liabilities

   (1,015   (906
  

 

 

   

 

 

 

Net cash provided by operating activities

   13,140    10,516 

Investing activities: None

    

Financing activities:

    

Issuance of common stock through option exercise

   193    518 

Equity compensation net (excess tax benefit) tax expense

   —      (182

Repurchase of common stock

   (1,629   (384

Cash dividends paid — common

   (11,228   (10,265
  

 

 

   

 

 

 

Net cash used for financing activities

   (12,664   (10,313
  

 

 

   

 

 

 

Increase in cash and cash equivalents

   476    203 
  

 

 

   

 

 

 

Cash and cash equivalents at beginning of year

   2,802    2,565 
  

 

 

   

 

 

 

Cash and cash equivalents at end of year

  $3,278   $2,768 
  

 

 

   

 

 

 

Note 2914 - Regulatory Matters

The Company is subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly 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 for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certainoff-balance-sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total, Tier 1, and common equity Tier 1capital1 capital to risk-weighted assets, and of Tier 1 capital to average assets.

The following tables present actual and required capital ratios as of September 30, 2017March 31, 2020 and December 31, 20162019 for the Company and the Bank under applicable Basel III Capital Rules. The minimum capital amounts presented include the minimum required capital levels as of September 30, 2017 (1.25%)March 31, 2020 and December 31, 2016 (0.625%)2019 based on the thenphased-in provisions of the Basel III Capital Rules andRules. As of January 1, 2019, the minimum required capital levels as of January 1, 2019 when the Basel III Capital Rules have been fullyphased-in. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

          Minimum Capital  Minimum Capital  Required to be 
          Required – Basel III  Required – Basel III  Considered Well 
   Actual  Phase-in Schedule  Fully Phased In  Capitalized 
   Amount   Ratio  Amount   Ratio  Amount   Ratio  Amount   Ratio 
                 (dollars in thousands)        

As of September 30, 2017:

           

Total Capital

             

(to Risk Weighted Assets):

             

Consolidated

  $525,569    14.42 $337,117    9.250 $382,673    10.50  N/A    N/A 

Tri Counties Bank

  $522,718    14.35 $336,957    9.250 $382,492    10.50 $364,278    10.00

Tier 1 Capital

             

(to Risk Weighted Assets):

             

Consolidated

  $493,833    13.55 $264,227    7.250 $309,783    8.50  N/A    N/A 

Tri Counties Bank

  $490,982    13.48 $264,102    7.250 $309,636    8.50 $291,422    8.00

Common equity Tier 1 Capital

             

(to Risk Weighted Assets):

             

Consolidated

  $439,498    12.06 $209,559    5.750 $255,116    7.00  N/A    N/A 

Tri Counties Bank

  $490,982    13.48 $209,460    5.750 $254,995    7.00 $236,781    6.50

Tier 1 Capital (to Average Assets):

             

Consolidated

  $493,833    10.98 $179,925    4.000 $179,925    4.00  N/A    N/A 

Tri Counties Bank

  $490,982    10.92 $179,920    4.000 $179,920    4.00 $224,900    5.00
          Minimum Capital  Minimum Capital  Required to be 
          Required – Basel III  Required – Basel III  Considered Well 
   Actual  Phase-in Schedule  Fully Phased In  Capitalized 
   Amount   Ratio  Amount   Ratio  Amount   Ratio  Amount   Ratio 
                 (dollars in thousands)        

As of December 31, 2016:

             

Total Capital

             

(to Risk Weighted Assets):

             

Consolidated

  $503,283    14.77 $293,854    8.625 $357,735    10.50  N/A    N/A 

Tri Counties Bank

  $500,876    14.71 $293,706    8.625 $357,556    10.50 $340,529    10.00

Tier 1 Capital

             

(to Risk Weighted Assets):

             

Consolidated

  $468,061    13.74 $225,714    6.625 $289,595    8.50  N/A    N/A 

Tri Counties Bank

  $465,654    13.67 $225,601    6.625 $289,450    8.50 $274,725    8.00

Common equity Tier 1 Capital

             

(to Risk Weighted Assets):

             

Consolidated

  $414,632    12.17 $174,609    5.125 $238,490    7.00  N/A    N/A 

Tri Counties Bank

  $465,654    13.66 $174,521    5.125 $238,370    7.00 $221,344    6.50

Tier 1 Capital (to Average Assets):

             

Consolidated

  $468,061    10.62 $176,346    4.000 $176,346    4.00  N/A    N/A 

Tri Counties Bank

  $465,654    10.56 $176,341    4.000 $176,341    4.00 $220,426    5.00

37

Table of Contents
ActualRequired for Capital Adequacy PurposesRequired to be
Considered Well
Capitalized
As of March 31, 2020:AmountRatioAmountRatioAmountRatio
(dollars in thousands)
Total Capital (to Risk Weighted Assets):
Consolidated$762,763  15.12 %$529,576  10.50 %N/AN/A
Tri Counties Bank$755,893  14.99 %$529,388  10.50 %$504,179  10.00 %
Tier 1 Capital (to Risk Weighted Assets):
Consolidated$702,007  13.92 %$428,705  8.50 %N/AN/A
Tri Counties Bank$695,137  13.79 %$428,552  8.50 %$403,343  8.00 %
Common equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated$646,407  12.82 %$353,051  7.00 %N/AN/A
Tri Counties Bank$695,137  13.79 %$352,925  7.00 %$327,716  6.50 %
Tier 1 Capital (to Average Assets):
Consolidated$702,007  11.22 %$250,216  4.00 %N/AN/A
Tri Counties Bank$695,137  11.11 %$250,209  4.00 %$312,762  5.00 %

ActualRequired for Capital Adequacy PurposesRequired to be
Considered Well
Capitalized
As of December 31, 2019:AmountAs of :RatioAmountRatioAmountRatio
(dollars in thousands)
Total Capital (to Risk Weighted Assets):
Consolidated$753,200  15.07 %$524,944  10.50 %N/AN/A
Tri Counties Bank$748,660  14.98 %$524,759  10.50 %$499,770  10.00 %
Tier 1 Capital (to Risk Weighted Assets):
Consolidated$719,809  14.40 %$424,955  8.50 %N/AN/A
Tri Counties Bank$715,269  14.31 %$424,805  8.50 %$399,816  8.00 %
Common equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated$664,296  13.29 %$349,963  7.00 %N/AN/A
Tri Counties Bank$715,269  14.31 %$349,839  7.00 %$324,851  6.50 %
Tier 1 Capital (to Average Assets):
Consolidated$719,809  11.55 %$249,343  4.00 %N/AN/A
Tri Counties Bank$715,269  11.47 %$249,337  4.00 %$311,672  5.00 %
As of September 30, 2017,March 31, 2020 and December 31, 2019, capital levels at the Company and the Bank exceed all capital adequacy requirements under the Basel III Capital Rules on a fullyphased-in basis.Rules. Also, at September 30, 2017March 31, 2020 and December 31, 2016,2019, the Bank’s capital levels exceeded the minimum amounts necessary to be considered well capitalized under the current regulatory framework for prompt corrective action.

Beginning January 1, 2016, the

The Basel III Capital Rules implemented a requirementrequire for all banking organizations to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer is exclusively composed of common equity tier 1 capital, and it applies to each of the risk-based capital ratios but not the leverage ratio. At September 30, 2017,March 31, 2020, the Company and the Bank are in compliance with the capital conservation buffer requirement. The three risk-based capital ratios will increase by 0.625% each year through 2019, at which point, the common equity tier 1 risk-based, tier 1 risk-based and total risk-based capital ratio minimums will be 7.0%, 8.5% and 10.5%, respectively.

Note 30 - Summary



38

Table of Quarterly Results of Operations (unaudited)

The following table sets forth the results of operations for the periods indicated, and is unaudited; however, in the opinion of Management, it reflects all adjustments (which include only normal recurring adjustments) necessary to present fairly the summarized results for such periods.

       2017 Quarters Ended 
       September 30,   June 30,   March 31, 
       (dollars in thousands, except per share data) 

Interest and dividend income:

        

Loans:

        

Discount accretion PCI – cash basis

     398   $386   $112 

Discount accretion PCI – other

     407    797    631 

Discount accretion PNCI

     559    987    798 

All other loan interest income

     35,904    34,248    33,373 
    

 

 

   

 

 

   

 

 

 

Total loan interest income

     37,268    36,418    34,914 

Debt securities, dividends and interest bearing cash at Banks (not FTE)

     8,645    8,626    8,570 
    

 

 

   

 

 

   

 

 

 

Total interest income

     45,913    45,044    43,484 

Interest expense

     1,829    1,610    1,491 
    

 

 

   

 

 

   

 

 

 

Net interest income

     44,084    43,434    41,993 

Provision for (benefit from reversal of provision for) loan losses

     765    (796   (1,557
    

 

 

   

 

 

   

 

 

 

Net interest income after provision for loan losses

     43,319    44,230    43,550 

Noninterest income

     12,930    12,910    11,703 

Noninterest expense

     37,222    35,904    35,822 
    

 

 

   

 

 

   

 

 

 

Income before income taxes

     19,027    21,236    19,431 

Income tax expense

     7,130    7,647    7,352 
    

 

 

   

 

 

   

 

 

 

Net income

    $11,897   $13,589   $12,079 
    

 

 

   

 

 

   

 

 

 

Per common share:

        

Net income (diluted)

    $0.51   $0.58   $0.52 
    

 

 

   

 

 

   

 

 

 

Dividends

    $0.17   $0.17   $0.15 
    

 

 

   

 

 

   

 

 

 
   2016 Quarters Ended 
   December 31,   September 30,   June 30,   March 31, 
   (dollars in thousands, except per share data) 

Interest and dividend income:

        

Loans:

        

Discount accretion PCI – cash basis

  $483   $777   $426   $269 

Discount accretion PCI – other

   658    569    415    (45

Discount accretion PNCI

   637    883    1,459    868 

All other loan interest income

   34,463    33,540    32,038    33,646 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total loan interest income

   36,241    35,769    34,338    34,738 

Debt securities, dividends and interest bearing cash at Banks (not FTE)

   8,374    7,940    8,252    8,056 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total interest income

   44,615    43,709    42,590    42,794 

Interest expense

   1,460    1,439    1,430    1,392 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

   43,155    42,270    41,160    41,402 

(Benefit from reversal of) provision for loan losses

   (1,433   (3,973   (773   209 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income after provision for loan losses

   44,588    46,243    41,933    41,193 

Noninterest income

   12,462    11,066    11,245    9,790 

Noninterest expense

   36,563    37,416    38,267    33,751 
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

   20,487    19,893    14,911    17,232 

Income tax expense

   7,954    7,694    5,506    6,558 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $12,533   $12,199   $9,405   $10,674 
  

 

 

   

 

 

   

 

 

   

 

 

 

Per common share:

        

Net income (diluted)

  $0.54   $0.53   $0.41   $0.46 
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends

  $0.15   $0.15   $0.15   $0.15 
  

 

 

   

 

 

   

 

 

   

 

 

 

Note 31 – Subsequent Event

On October 8, 2017, a series of wildfires broke out in several Northern California counties in which the Company conducts business. The hardest hit counties appear to be Sonoma and Napa counties with the City of Santa Rosa, and the surrounding Sonoma County area, being especially hard hit. It has been reported that several thousand homes and businesses have been destroyed as a result of these fires. As of October 24, 2017, the Company has identified 39 of its loans with total recorded balances of $15,808,000 that are collateralized by properties within the evacuation zones established for these fires. Of these 39 loans, 32 loans with recorded balances of $9,192,000 are collateralized by residential real estate, and seven loans with recorded balances of $6,616,000 are collateralized by commercial real estate. Properties serving as collateral for nine of the 32 residential real estate loans, and representing $2,636,000 of the recorded balance of loans, and properties serving as collateral for one of the seven commercial real estate loans, and representing $4,062,000 of the recorded balance of loans, have been identified as being partially or totally destroyed. It is the policy of the Company to require borrowers to maintain property & casualty insurance on properties that serve as collateral for the Company’s loans. Management is in the process of determining what the financial effects of these fires may have on the Company, but at this time, Management does not believe any such effects will be material to the Company’s financial condition or results of operations.

Contents


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

FORWARD-LOOKING STATEMENTS
Cautionary Statements Regarding Forward-Looking Information
The statements contained herein that are not historical facts are forward-looking statements based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond our control. There can be no assurance that future developments affecting us will be the same as those anticipated by management. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. These risks and uncertainties include, but are not limited to, the following: the strength of the United States economy in general and the strength of the local economies in which we conduct operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation, interest rate, market and monetary fluctuations; the impact of changes in financial services policies, laws and regulations; technological changes; weather, natural disasters and other catastrophic events that may or may not be caused by climate change and their effects on economic and business environments in which the Company operates; the adverse impact on the U.S. economy, including the markets in which we operate, of the novel coronavirus, which causes the Coronavirus disease 2019 (“COVID-19”), global pandemic, and the impact of a slowing U.S. economy and increased unemployment on the performance of our loan portfolio, the market value of our investment securities, the availability of sources of funding and the demand for our products; the costs or effects of mergers, acquisitions or dispositions we may make; the future operating or financial performance of the Company, including our outlook for future growth, changes in the level of our nonperforming assets and charge-offs; the appropriateness of the allowance for credit losses including the timing and effects of the implementation of the current expected credit losses model; any deterioration in values of California real estate, both residential and commercial; the effect of changes in accounting standards and practices; possible other-than-temporary impairment of securities held by us; changes in consumer spending, borrowing and savings habits; our ability to attract deposits and other sources of liquidity; changes in the financial performance and/or condition of our borrowers; our noninterest expense and the efficiency ratio; competition and innovation with respect to financial products and services by banks, financial institutions and non-traditional providers including retail businesses and technology companies; the challenges of integrating and retaining key employees; the costs and effects of litigation and of unexpected or adverse outcomes in such litigation; a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks and the cost to defend against such attacks; the effect of a fall in stock market prices on our brokerage and wealth management businesses; and our ability to manage the risks involved in the foregoing. Additional factors that could cause results to differ materially from those described above can be found in our Annual Report on Form 10-K for the year ended December 31, 2019, which is on file with the Securities and Exchange Commission (the “SEC”) and available in the “Investor Relations” section of our website, https://www.tcbk.com/investor-relations and in other documents we file with the SEC. Annualized, pro forma, projections and estimates are not forecasts and may not reflect actual results.
General

As TriCo Bancshares (referred to in this report as “we”, “our” or the “Company”) has not commenced any business operations independent of Tri Counties Bank (the “Bank”), the following discussion pertains primarily to the Bank. Average balances, including such balances used in calculating certain financial ratios, are generally comprised of average daily balances for the Company. Within Management’s Discussion and Analysis of Financial Condition and Results of Operations, interest income, net interest income, net interest yield, and efficiency ratio are generally presented on a fullytax-equivalent (“FTE”) basis. The Company believes the use of thesenon-generally accepted accounting principles(non-GAAP) measures provides additional clarity in assessing its results, and the presentation of these measures on a FTE basis is a common practice within the banking industry. Interest income and net interest income are shown on anon-FTE basis in the Part I - Financial Information section of this Form10-Q, and a reconciliation of the FTE andnon-FTE presentations is provided below in the discussion of net interest income.

Critical Accounting Policies and Estimates

There have been no changes to the Company’s critical accounting policies during the nine months ended September 30, 2017.

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On anon-going basis, the Company evaluates its estimates, including those that materially affect the financial statements and are related to the adequacy of the allowance for loan losses, investments, mortgage servicing rights, fair value
39

Table of Contents
measurements, retirement plans and intangible assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. TheA detailed discussion related to the Company’s accounting policies including those related to estimates on the allowance for loan losses, other than temporary impairment of investments and impairment of intangible assets, can be found in Note 1 in Item 1 of Part I of this report.

On March 18, 2016, Tri Counties Bank acquired three branches from Bank of America. The branches are locatedthe consolidated financial statements included in the citiesCompany’s annual report of Arcata, Eureka, and Fortuna in Humboldt County, California. The Bank paid $3,204,000Form 10-K for deposit relationships with balances totaling $161,231,000 and loans with balances totaling $289,000. See “Results of Operations” and “Financial Condition” below and Note 2 in Item 1 of Part I of this report, for additional discussion about this transaction.

On October 3, 2014, TriCo acquired North Valley Bancorp. As part of the acquisition, North Valley Bank, a wholly-owned subsidiary of North Valley Bancorp, merged with and into Tri Counties Bank. TriCo issued an aggregate of approximately 6.58 million shares of TriCo common stock to North Valley Bancorp shareholders, which was valued at a total of approximately $151 million based on the closing trading price of TriCo common stock on October 3, 2014 of $21.73 per share. TriCo also assumed North Valley Bancorp’s obligations with respect to its outstanding trust preferred securities. North Valley Bank was a full-service commercial bank headquartered in Redding, California. North Valley Bank conducted a commercial and retail banking services which included accepting demand, savings, and money market rate deposit accounts and time deposits, and making commercial, real estate and consumer loans. North Valley Bank had $935 million in assets and 22 commercial banking offices in Shasta, Humboldt, Del Norte, Mendocino, Yolo, Sonoma, Placer and Trinity Counties in Northern California at June 30, 2014. Between January 7, 2015 and January 21, 2015, four Tri Counties Bank branches and four former North Valley Bank branches were consolidated into other Tri Counties Bank or other former North Valley Bank branches.

On September 23, 2011, the California Department of Financial Institutions closed Citizens Bank of Northern California (“Citizens”), Nevada City, California and appointed the FDIC as receiver. That same date, the Bank assumed the banking operations of Citizens from the FDIC under a whole bank purchase and assumption agreement without loss sharing.

On May 28, 2010, the Office of the Comptroller of the Currency closed Granite Community Bank, N.A. (“Granite”), Granite Bay, California and appointed the FDIC as receiver. That same date, the Bank assumed the banking operations of Granite from the FDIC under a whole bank purchase and assumption agreement with loss sharing. Under the terms of the loss sharing agreement, the FDIC covered a substantial portion of any future losses on loans, related unfunded loan commitments, other real estate owned (OREO)/foreclosed assets and accrued interest on loans for up to 90 days. The FDIC absorbed 80% of losses and share in 80% of loss recoveries on the covered assets acquired from Granite.

The loss sharing arrangements fornon-single family residential and single family residential loans had original terms of 5 years and 10 years, respectively, and the loss recovery provisions had original terms of 8 years and 10 years, respectively, from the acquisition date. On May 9, 2017, the Company and the FDIC agreed to terminate the whole bank purchase and assumption agreement with loss sharing. For further information regarding the whole bank purchase and assumption agreement with loss sharing, and its termination, see Note 11 in Item 1 of Part I of this report.

The Company refers to loans and foreclosed assets that are covered by loss sharing agreements as “covered loans” and “covered foreclosed assets”, respectively. In addition, the Company refers to loans purchased or obtained in a business combination as “purchased credit impaired” (PCI) loans, or “purchasednon-credit impaired” (PNCI) loans. The Company refers to loans that it originates as “originated” loans. Additional information regarding the Citizens and Granite Bank acquisitions can be found in Note 2 in Item 1 of Part I of this report. Additional information regarding the definitions and accounting for originated, PNCI and PCI loans can be found in Notes 1, 2, 4 and 5 in Item 1 of Part I of this report, and under the headingAsset Quality andNon-Performing Assetsbelow.

year ended December 31, 2019.

Geographical Descriptions

For the purpose of describing the geographical location of the Company’s loans,operations, the Company has defined northern California as that area of California north of, and including, Stockton;Stockton to the east and San Jose to the west; central California as that area of the Statestate south of Stockton and San Jose, to and including, Bakersfield;Bakersfield to the east and San Luis Obispo to the west; and southern California as that area of the Statestate south of Bakersfield.

Bakersfield and San Luis Obispo.

Financial Highlights
Performance highlights and other developments for the Company as of or for the three months ended March 31, 2020 included the following:
For the three months ended March 31, 2020, the Company’s return on average assets was 1.00%, and the return on average equity was 7.14%.
During the quarter ended March 31, 2020, the Company paid a cash dividend of $0.22 and repurchased 558,670 shares of common stock for approximately $17.30 million or $30.96 per share.
As of March 31, 2020, the Company reported total loans, total assets and total deposits of $4.38 billion, $6.47 billion and $5.40 billion, respectively.
The loan to deposit ratio was 81.05% as of March 31, 2020, as compared to 80.26% at December 31, 2019 and 74.29% at March 31, 2019.
For the current quarter, net interest margin was 4.34% on a tax equivalent basis as compared to 4.52% in the quarter ended March 31, 2019, and a decrease of 5 basis points from the 4.39% in the trailing quarter.
Non-interest bearing deposits as a percentage of total deposits were 34.86% at March 31, 2020, as compared to 34.15% at December 31, 2019 and 32.44% at March 31, 2019.
The average rate of interest paid on deposits, including non-interest-bearing deposits, decreased to 0.19% for the first quarter of 2020 as compared with 0.22% for the trailing quarter, and also decreased by 1 basis point from the average rate paid during the same quarter of the prior year.
Non-performing assets to total assets were 0.31% at March 31, 2020, as compared to 0.30% as of December 31, 2019, and 0.34% at March 31, 2019.
The Company adopted and implemented ASU 2016-13, more commonly referred to as the Current Expected Credit Loss (CECL) on January 1, 2020 which resulted in an increase to the allowance for loan losses of $18.9 million and a decrease, net of taxes, to retained earnings of $13.0 million.
Provision expense for loans and debt securities was $8.0 million during the quarter ended March 31, 2020, as compared to benefits from reversal of $298,000 and $1.6 million for the three month periods ended December 31, 2019 and March 31, 2019, respectively.
The efficiency ratio was 59.75% for the first quarter of 2020, as compared to 59.92% in the trailing quarter and 60.06% in the same quarter of the 2019 year.





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The Company's Preparations and Responses to COVID-19 Pandemic
The United States has been operating under a state of emergency related to the COVID-19 pandemic since March 13, 2020. The direct and indirect effects of the pandemic have resulted in a dramatic reduction in economic activity that has severely hampered the ability for businesses and consumers to meet their current repayment obligations. The effects of the pandemic contributed to a significant increase in the provision for credit losses during the first quarter of 2020. The CARES Act, in addition to providing financial assistance to both businesses and consumers, creates a forbearance program for federally-backed mortgage loans, protects borrowers from negative credit reporting due to loan accommodations related to the national emergency, and provides financial institutions the option to temporarily suspend certain requirements under GAAP related to troubled debt restructurings for a limited period of time to account for the effects of COVID-19. The banking regulatory agencies have likewise issued guidance encouraging financial institutions to work prudently with borrowers who are, or may be, unable to meet their contractual payment obligations because of the effects of COVID-19. That guidance, with concurrence of the Financial Accounting Standards Board, and provisions of the CARES Act allow modifications made on a good faith basis in response to COVID-19 to borrowers who were generally current with their payments prior to any relief, to not be treated as troubled debt restructurings. Modifications may include payment deferrals, fee waivers, extensions of repayment term, or other delays in payment.
The Company has begun working with its customers affected by COVID-19 and expects a significant amount of modifications across many of its loan portfolios in the near term. To the extent that such modifications meet the criteria previously described, such modifications are not expected to be classified as troubled debt restructurings.The Company, as part of its ongoing risk preparation and mitigation efforts, had developed a detailed plan and action measures related to a possible pandemic scenario. This pandemic plan was implemented on March 16, 2020. Subsequently, the Company initiated a series of measures to limit operational disruptions, support customer needs and to ensure the continued safety of employees, customers and vendors. Management continues to monitor and, when appropriate, make changes to our planned response. To date we have:
Continued to serve customers through digital and other e-banking solutions.
Augmented business hours and the location and hours of employee teams in order to maximize social distancing protocols, including remote work solutions for nearly 450 employees (nearly 40% of the workforce) in order to balance our "essential worker" and "shelter-in-place" responsibilities.
Actively engaged borrowers and other businesses in discussions to identify short-term cash flow and other financial needs, which may include possible principal and interest payment deferrals.
Decided to pause any share repurchase activities until the stay at home orders have been lifted or the end of the pandemic has been identified by State officials.
Refreshed and analyzed the Company's liquidity, funding and capital stress forecasts and risk assumptions.
Implemented CDC guidance and best practices to keep our staff and customers safe.
Implemented cost savings initiatives to support bank earnings.
Subsequent to March 31, 2020, the Company has been actively engaged in the facilitation of Payroll Protection Program (PPP) loans through the Small Business Administration (SBA). Tri Counties Bank is recognized as a preferred SBA lender and as a result of significant time and effort contributed by our employees, as of April 30, 2020, the Company had approximately 2,150 PPP loans authorized by the SBA totaling $417,178,000, of which approximately $195,000 was the average loan size and approximately $76,000 was the median loan size. The total employees that benefited from these loans, as reported by these 2,150 businesses, exceeded 37,000. The top twelve California counties that were most benefited by the Company's facilitation of the Payroll Protection Program loans as ranked by the percent of total loans is as follows:
RankCounty% of Total PPP LoansRankCounty% of Total PPP LoansRankCounty% of Total PPP Loans
1Placer10.5 %5Shasta9.4 %9Marin3.8 %
2Butte10.2 %6San Francisco7.9 %10Sutter3.0 %
3San Mateo9.8 %7Nevada6.7 %11Kern2.8 %
4Sacramento9.6 %8Stanislaus4.3 %12Glenn2.2 %
In addition, the Company has established several loan payment deferral options for borrowers with a demonstrated hardship. While in the normal course of our operations we are actively engaging many of our borrowers to better understand the impacts that the pandemic and shelter in place orders may be having on their business or personal cash flows, however, we are not actively offering payment deferrals but rather working to address borrower requests for deferral as they are received. As of April 30, 2020, the Company had approved payment deferment requests on approximately 400 loans totaling $188,900,000. Of these deferments, approximately 275 loans and $54,570,000 were associated with consumer borrowers and the remaining 125 loans and $134,330,000 were associated with small business and commercial borrowers.
41

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TRICO BANCSHARES

Financial Summary

(In thousands, except per share amounts; unaudited)

   Three months ended
September 30,
  Nine months ended
September 30,
 
   2017  2016  2017  2016 

Net Interest Income (FTE)

  $44,708  $42,857  $131,385  $126,542 

Provision for (benefit from reversal of provision for) loan losses

   (765  3,973   1,588   4,537 

Noninterest income

   12,930   11,066   37,543   32,101 

Noninterest expense

   (37,222  (37,416  (108,948  (109,434

Provision for income taxes (FTE)

   (7,754  (8,281  (24,003  (21,468
  

 

 

  

 

 

  

 

 

  

 

 

 

Net income

  $11,897  $12,199  $37,565  $32,278 
  

 

 

  

 

 

  

 

 

  

 

 

 

Earnings per share:

     

Basic

  $0.52  $0.53  $1.64  $1.42 

Diluted

  $0.51  $0.53  $1.62  $1.40 

Per share:

     

Dividends paid

  $0.17  $0.15  $0.49  $0.45 

Book value at period end

  $22.09  $21.11   

Average common shares outstanding

   22,932   22,825   22,901   22,804 

Average diluted common shares outstanding

   23,244   23,099   23,239   23,077 

Shares outstanding at period end

   22,941   22,827   

At period end:

     

Loans, net

  $2,902,866  $2,678,742   

Total assets

   4,656,435   4,467,131   

Total deposits

   3,927,456   3,836,012   

Other borrowings

   98,730   19,235   

Junior subordinated debt

   56,810   56,617   

Shareholders’ equity

  $506,733  $481,890   

Financial Ratios:

     

During the period (annualized):

     

Return on assets

   1.04  1.11  1.11  0.99

Return on equity

   9.38  10.15  10.09  9.13

Net interest margin1

   4.24  4.23  4.21  4.23

Efficiency ratio2

   64.6  69.4  64.5  69.0

Average equity to average assets

   11.10  10.90  10.99  10.87

At period end:

     

Equity to assets

   10.88  10.79  

Total capital to risk-adjusted assets

   14.42  14.79  

1Fully taxable equivalent (FTE)
2Efficiency ratio is defined as noninterest expense divided by the sum of net interest income (FTE) and noninterest income.

Three months ended
March 31,
20202019
Net interest income63,192  63,870  
(Provision for) reversal of credit losses(8,000) 1,600  
Non-interest income11,820  11,803  
Non-interest expense(44,819) (45,452) 
Provision for income taxes(6,072) (9,095) 
Net income$16,121  $22,726  
Per Share Data:
Basic earnings per share$0.53  $0.75  
Diluted earnings per share$0.53  $0.74  
Dividends paid$0.22  $0.19  
Book value at period end$28.91  $28.04  
Average common shares outstanding30,394,904  30,424,184  
Average diluted common shares outstanding30,522,842  30,657,833  
Shares outstanding at period end29,973,516  30,432,419  
At period end:
Loans, net$4,321,151  4,002,267  
Total investment securities$1,382,026  1,564,692  
Total assets$6,474,309  6,471,852  
Total deposits$5,402,698  5,430,262  
Other borrowings$19,309  12,466  
Shareholders’ equity$866,426  853,278  
Financial Ratios:
During the period:
Return on average assets (annualized)1.00 %1.43 %
Return on average equity (annualized)7.14 %10.93 %
Net interest margin(1) (annualized)
4.34 %4.52 %
Efficiency ratio59.75 %60.06 %
Average equity to average assets13.96 %13.12 %
At end of period:
Equity to assets13.38 %13.18 %
Total capital to risk-adjusted assets15.12 %14.73 %
(1) Fully taxable equivalent (FTE)
The financial results above were impacted significantly by the Company's adoption of the current expected credit loss ("CECL") (ASU 2016-13) on January 1, 2020 and the corresponding increases in provision for credit losses during the three months ended March 31, 2020, totaling $8,000,000 as compared to a benefit from reversal of $1,600,000 for the same period ended 2019. More specifically, the net loan portfolio growth in the first quarter of 2020 of approximately $71,696,000 combined with changes in credit quality associated with the levels of classified, past due and non-performing loans resulted in the need for a provision for loan losses of $1,063,000 which was partially offset by net recoveries of $382,000. However, the majority of the provision for credit losses recorded reflects potential credit deterioration due to the pandemic, specifically portfolio-wide qualitative indicators such as the outlook for changes in California Unemployment and Gross Domestic Product (GDP) resulted in a $7,319,000 increase in provision expense during the current quarter. The Company utilizes a forecast period of approximately eight quarters and obtains the forecast data from publicly available sources as of the balance sheet date. While this forecast data was rapidly evolving and included significant shifts in the magnitude of changes for both the unemployment and GDP factors leading up to the balance sheet date, management noted that the majority of sources identified economic recovery during the year ended 2020 as being most likely.
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Results of Operations

Overview

The following discussion and analysis is designed to provide a better understanding of the significant changes and trends related to the Company and the Bank’s financial condition, operating results, asset and liability management, liquidity and capital resources and should be read in conjunction with the Condensed Consolidated Financial Statements of the Company and the Notes thereto located at Item 1 of this report.

Following is a summary of the components of FTE

Three months ended
March 31,
2020
December 31,
2019
March 31,
2019
Net interest income$63,192  $64,196  $63,870  
(Provision for) reversal of credit losses(8,000) 298  1,600  
Non-interest income11,820  14,186  11,803  
Non-interest expense(44,819) (46,964) (45,452) 
Provision for income taxes(6,072) (8,826) (9,095) 
Net income$16,121  $22,890  $22,726  
The Company reported net income for the periods indicated (dollars in thousands):

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2017   2016   2017   2016 

Net Interest Income (FTE)

  $44,708   $42,857   $131,385   $126,542 

(Provision for) benefit from reversal of provision for loan losses

   (765   3,973    1,588    4,537 

Noninterest income

   12,930    11,066    37,543    32,101 

Noninterest expense

   (37,222   (37,416   (108,948   (109,434

Provision for income taxes (FTE)

   (7,754   (8,281   (24,003   (21,468
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $11,897   $12,199   $37,565   $32,278 
  

 

 

   

 

 

   

 

 

   

 

 

 

Included in the Company’s results of operations for the three and nine months ended September 30, 2017 is a gain of $961,000 recorded in noninterest income from the sale of available for sale mortgage backed securities on September 28, 2017 with a book value of $24,796,000 at the time of sale.

Also, included in the Company’s results of operations for the nine months ended September 30, 2017 is noninterest income of $712,000 related to the termination on May 9, 2017 of the loss sharing agreements between the Company and the FDIC that were originally agreed to in conjunction with the Company’s acquisition of certain assets and liabilities of Granite Community Bank from the FDIC in May 2010. As part of the termination agreement, the Company paid the FDIC $184,000, and recorded $712,000 of noninterest income representing the difference between the Company’s recorded loss share liability on May 9, 2017 and the payment to the FDIC.

Also, included in the Company’s results of operations for the three and nine months ended September 30, 2017 are $150,000 and $847,000 of excess tax benefits (a reduction of tax expense) related to the exercise or release of equity compensation instruments during these time periods, respectively. Prior to January 1, 2017, generally accepted accounting principles required these types of excess tax benefits, and tax deficiencies, to be recorded directly to shareholders’ equity, and not affect tax expense. During the three and nine month periods ended September 30, 2016, the Company recorded equity compensation related tax deficiencies of $0 and $182,000, respectively, to shareholders’ equity.

Included in the Company’s results of operations for the three and nine months ended September 30, 2016 is the impact of the sale on August 22, 2016, of two performing loans with recorded book value of $166,000, and 48 nonperforming loans with recorded book value, includingpre-sale write downs and purchase discounts, of approximately $2,757,000. The loans sold on August 22, 2016 had contractual amounts outstanding of $6,558,000. Net sale proceeds of $4,980,000 resulted in the recovery of loan balances previously charged off of $1,727,000, additional loan charge offs of $159,000, and interest income of $488,000 from the recovery of interest payments previously applied to principal balances.

Also, included in the Company’s results of operations for the three and nine months ended September 30, 2016 was a $716,000 valuation allowance expense related to a closed branch building held for sale, the value of which was written down to current market value, and subsequently sold during the three months ended September 30, 2016. Net proceeds from the sale of this building were $1,218,000, and resulted in no gain or additional loss being recorded upon the sale of this building.

Included in the Company’s results of operations for the nine month period ended September 30, 2016 is a $1,450,000 litigation contingent liability expense accrual recorded during the three months ended June 30, 2016, and representing the Company’s estimate of probable incurred losses associated with the legal proceedings originally brought against the Company on September 15, 2014 and January 20, 2015, and described further under the heading“Legal Proceedings” at Note 18 in Item 1 of Part I of this report.

Also, included in the Company’s results of operations for the nine months ended September 30, 2016 is the impact of the sale, on March 31, 2016, of twenty-seven nonperforming loans, nine substandard performing loans, and three purchased credit impaired loans with total contractual principal balances outstanding of $31,487,000, and recorded book value, includingpre-sale write downs and purchase discounts, of approximately $24,810,000. Net proceeds from the sale of these loans were $27,049,000, and resulted in additional net loan write downs of $21,000, the recovery of $1,237,000 of interest income that was previously applied to the principal balance of loans in nonaccrual status, and a gain on sale of loans of $103,000.

Also, included in the Company’s results of operations for the nine months ended September 30, 2016 was $784,000 of nonrecurring noninterest expense related to the Company’s acquisition of three bank branches from Bank of America on March 18, 2016. The branches are located in the cities of Arcata, Eureka, and Fortuna in Humboldt County, California. The Bank paid $3,204,000 for deposit relationships with balances of $161,231,000 and loans with balances of $289,000, and received $159,520,000 in cash from Bank of America. The acquisition of the deposits and cash in this acquisition, on March 18, 2016, had a muted effect on average assets and average deposit balances$16,121,000 for the quarter ended March 31, 2016, but had full effect in2020, compared to $22,890,000 and$22,726,000 for the quarters thereafter.

ended December 31, 2019 and March 31, 2019, respectively. Diluted earnings per share were $0.53, $0.75 and $0.74 for the quarters ended March 31, 2020, December 31, 2019 and March 31, 2019, respectively.

Net Interest Income

The Company’s primary source of revenue is net interest income, or the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities. Following is a summary of the components of FTE net interest income for the periods indicated (dollars in thousands):

   Three months ended
September 30,
  Nine month ended
September 30,
 
   2017  2016  2017  2016 

Interest income

  $45,913  $43,709  $134,441  $129,093 

Interest expense

   (1,829  (1,439  (4,930  (4,261

FTE adjustment

   624   587   1,874   1,710 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net interest income (FTE)

  $44,708  $42,857  $131,385  $126,542 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net interest margin (FTE)

   4.24  4.23  4.21  4.23
  

 

 

  

 

 

  

 

 

  

 

 

 

Purchased loan discount accretion

  $1,364  $2,229  $5,075  $5,621 

Interest income recovered from sale of loans

   —    $488   —    $1,725 

Effect of purchased loan discount accretion on net interest margin (FTE)

   0.13  0.22  0.16  0.19

Effect of interest income recovered from sale of loans on net interest margin (FTE)

   —     0.05  —     0.06

Three months ended
March 31,
2020
December 31,
2019
March 31,
2019
Interest income$66,517  $67,918  $67,457  
Interest expense(3,325) $(3,722) (3,587) 
FTE adjustment271  $272  322  
Net interest income (FTE)$63,463  $64,468  $64,192  
Net interest margin (FTE)4.34 %4.39 %4.52 %
Acquired loans discount accretion, net:
Amount (included in interest income)$1,748  $2,218  $1,655  
Effect on average loan yield0.17 %0.21 %0.16 %
Effect on net interest margin (FTE)0.12 %0.16 %0.17 %
Net interest margin less effect of acquired loan discount4.22 %4.23 %4.35 %
Loans may be acquired at a premium or discount to par value, in which case, the premium is amortized (subtracted from) or accreted (added to) interest income over the remaining life of the loan. Generally, as time goes on, the effects of loan discount accretion and loan premium amortization decrease as the purchased loans mature or pay off early. Upon the early pay off of a loan, any remaining (unaccreted) discount or (unamortized) premium is immediately taken into interest income; and as loan payoffs may vary significantly from quarter to quarter, so may the impact of discount accretion and premium amortization on interest income. During the three months ended March 31, 2020, purchased loan discount accretion was $1,748,000. During the three months ended March 31, 2019, purchased loan discount accretion was $1,655,000. Quarter over quarter, the increase in accretion is attributed to an increased level of pay-off activity resulting from the declining rate environment.

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Summary of Average Balances, Yields/Rates and Interest Differential

The following tables present,table presents, for the three month periods indicated, information regarding the Company’s consolidated average assets, liabilities and shareholders’ equity, the amounts of interest income from average interest-earning assets and resulting yields, and the amount of interest expense paid on interest-bearinginterest- bearing liabilities. Average loan balances include nonperforming loans. Interest income includes proceeds from loans on nonaccrual loans only to the extent cash payments have been received and applied to interest income. Yields on securities and certain loans have been adjusted upward to reflect the effect of income thereon exempt from federal income taxation at the current statutory tax rate of 35% (dollars in thousands).

   For the three months ended 
   September 30, 2017  September 30, 2016 
       Interest   Rates      Interest   Rates 
   Average   Income/   Earned  Average   Income/   Earned 
   Balance   Expense   /Paid  Balance   Expense   /Paid 

Assets:

           

Loans

  $2,878,944   $37,268    5.18 $2,669,954   $35,769    5.36

Investment securities - taxable

   1,114,112    7,312    2.63  1,073,030    6,687    2.49

Investment securities - nontaxable

   136,095    1,665    4.89  126,910    1,565    4.93

Cash at Federal Reserve and other banks

   85,337    292    1.37  185,552    275    0.59
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

Total interest-earning assets

   4,214,488    46,537    4.42  4,055,446    44,296    4.37

Other assets

   357,937       351,876     
  

 

 

      

 

 

     

Total assets

  $4,572,424      $4,407,322     
  

 

 

      

 

 

     

Liabilities and shareholders’ equity:

           

Interest-bearing demand deposits

  $949,348    206    0.09 $888,377    111    0.05

Savings deposits

   1,365,249    419    0.12  1,357,359    426    0.13

Time deposits

   310,325    403    0.52  340,709    338    0.40

Other borrowings

   65,234    149    0.91  18,952    2    0.05

Junior subordinated debt

   56,784    652    4.59  56,584    562    3.97
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

Total interest-bearing liabilities

   2,746,941    1,829    0.27  2,661,981    1,439    0.22

Noninterest-bearing deposits

   1,253,261       1,198,302     

Other liabilities

   64,834       66,464     

Shareholders’ equity

   507,389       480,575     
  

 

 

      

 

 

     

Total liabilities and shareholders’ equity

  $4,572,424      $4,407,322     
  

 

 

      

 

 

     

Net interest spread(1)

       4.15      4.15

Net interest income and interest margin(2)

    $44,708    4.24   $42,857    4.23
    

 

 

   

 

 

    

 

 

   

 

 

 

(1)Net interest spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.
(2)
For the three months ended
March 31, 2020March 31, 2019
Average
Balance
Interest
Income/
Expense
Rates
Earned
/Paid
Average
Balance
Interest
Income/
Expense
Rates
Earned
/Paid
Assets:
Loans$4,329,357  $56,258  5.23 %$4,023,864  $54,398  5.48 %
Investment securities - taxable1,235,672  8,572  2.79 %1,425,352  10,915  3.11 %
Investment securities - nontaxable(1)
118,992  1,175  3.97 %142,232  1,395  3.98 %
Total investments1,354,664  9,747  2.89 %1,567,584  12,310  3.18 %
Cash at Federal Reserve and other banks199,729  783  1.58 %168,518  1,071  2.58 %
Total interest-earning assets5,883,750  66,788  4.57 %5,759,966  67,779  4.77 %
Other assets622,837  666,261  
Total assets$6,506,587  $6,426,227  
Liabilities and shareholders’ equity:
Interest-bearing demand deposits$1,245,896  $169  0.05 %$1,273,376  $287  0.09 %
Savings deposits1,864,967  1,062  0.23 %1,927,120  1,133  0.24 %
Time deposits430,064  1,320  1.23 %441,778  1,300  1.19 %
Total interest-bearing deposits3,540,927  2,551  0.29 %3,642,274  2,720  0.30 %
Other borrowings22,790   0.09 %15,509  13  0.34 %
Junior subordinated debt57,272  769  5.40 %56,950  855  6.09 %
Total interest-bearing liabilities3,620,989  3,325  0.37 %3,714,733  3,588  0.39 %
Noninterest-bearing deposits1,855,006  1,744,805  
Other liabilities121,959  123,599  
Shareholders’ equity908,633  843,090  
Total liabilities and shareholders’ equity$6,506,587  $6,426,227  
Net interest spread(2)
4.20 %4.38 %
Net interest income and interest margin(3)
$63,463  4.34 %$64,191  4.52 %
(1)Fully taxable equivalent (FTE)
(2)Net interest spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.
(3)Net interest margin is computed by calculating the difference between interest income and interest expense, divided by the average balance of interest-earning assets.

Summary of Average Balances, Yields/Ratesinterest-earning assets, then annualized based on the number of days in the given period.

During the comparable three month periods above, net interest income and Interest Differential (continued)

   For the nine months ended 
   September 30, 2017  September 30, 2016 
       Interest   Rates      Interest   Rates 
   Average   Income/   Earned  Average   Income/   Earned 
   Balance   Expense   /Paid  Balance   Expense   /Paid 

Assets:

           

Loans

  $2,807,453   $108,600    5.16 $2,596,175    104,845    5.38

Investment securities - taxable

   1,076,887    21,637    2.68  1,075,413    20,552    2.55

Investment securities - nontaxable

   136,213    4,998    4.89  123,129    4,560    4.94

Cash at Federal Reserve and other banks

   139,739    1,080    1.03  195,961    846    0.58
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

Total interest-earning assets

   4,160,292    136,315    4.37  3,990,678    130,803    4.37

Other assets

   359,489       345,601     
  

 

 

      

 

 

     

Total assets

  $4,519,781      $4,336,279     
  

 

 

      

 

 

     

Liabilities and shareholders’ equity:

           

Interest-bearing demand deposits

  $931,079    534    0.08 $873,742    347    0.05

Savings deposits

   1,364,812    1,253    0.12  1,329,180    1,246    0.12

Time deposits

   321,150    1,109    0.46  343,906    1,018    0.39

Other borrowings

   34,413    164    0.64  18,790    7    0.05

Junior subordinated debt

   56,737    1,870    4.39  56,541    1,643    3.87
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

Total interest-bearing liabilities

   2,708,191    4,930    0.24  2,622,159    4,261    0.22

Noninterest-bearing deposits

   1,247,201       1,180,092     

Other liabilities

   67,854       62,824     

Shareholders’ equity

   496,535       471,204     
  

 

 

      

 

 

     

Total liabilities and shareholders’ equity

  $4,519,781      $4,336,279     
  

 

 

      

 

 

     

Net interest spread(1)

       4.13      4.15

Net interest income and interest margin(2)

    $131,385    4.21    126,542    4.23
    

 

 

   

 

 

    

 

 

   

 

 

 

(1)Net interest spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.
(2)Net interest margin is computed by calculating the difference between interest income and interest expense, divided by the average balance of interest-earning assets.

net interest margin were negatively impacted by the decline in interest rates. The index utilized in a significant portion of the Company’s variable rate loans, Wall Street Journal Prime, decreased by 150 basis points during the current quarter to 3.25% at March 31, 2020, as compared to 4.75% at March 31, 2020 and 5.50% at March 31, 2019. As compared to the same quarter in the prior year, average loan yields decreased 25 basis points from 5.48% during the three months ended March 31, 2019 to 5.23% during the three months ended March 31, 2020. Of the 25 basis point decrease in yields on loans during the comparable three month periods ended March 31, 2020 and 2019, 26 basis points was attributable to decreases in market rates while 1 basis point was gained from the accretion of purchased loan discounts. See the Summary of Changes in Interest Income and Expense due to Changes in Average Asset and Liability Balances and Yields Earned and Rates Paid

, below for additional information.


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Summary of Changes in Interest Income and Expense due to Changes in Average Asset and Liability Balances and Yields Earned and Rates Paid
The following table sets forth, for the period identified, a summary of the changes in interest income and interest expense from changes in average asset and liability balances (volume) and changes in average interest rates for the periods indicated. Changes not solely attributable to volume or rates have been allocated in proportion to the respective volume and rate components (in thousands).

   Three months ended September 30, 2017 
   compared with three months 
   ended September 30, 2016 
   Volume   Rate   Total 

Increase (decrease) in interest income:

      

Loans

  $2,800   $(1,301  $1,499 

Investment securities

   369    356    725 

Cash at Federal Reserve and other banks

   (148   165    17 
  

 

 

   

 

 

   

 

 

 

Total interest-earning assets

   3,021    (780   2,241 
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in interest expense:

      

Interest-bearing demand deposits

   8    87    95 

Savings deposits

   3    (10   (7

Time deposits

   (30   95    65 

Other borrowings

   4    143    147 

Junior subordinated debt

   2    88    90 
  

 

 

   

 

 

   

 

 

 

Total interest-bearing liabilities

   (13   403    390 
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in Net Interest Income

  $3,034   $(1,183  $1,851 
  

 

 

   

 

 

   

 

 

 

components.

(in thousands)Three months ended March 31, 2020
compared with three months ended March 31, 2019
VolumeRateTotal
Increase in interest income:
Loans$4,840  $(2,980) $1,860  
Investment securities(1) 
(1,532) (1,031) (2,563) 
Cash at Federal Reserve and other banks262  (550) (288) 
Total interest-earning assets3,570  (4,561) (991) 
Increase (decrease) in interest expense:
Interest-bearing demand deposits(6) (112) (118) 
Savings deposits(32) (39) (71) 
Time deposits(70) 90  20  
Other borrowings12  (20) (8) 
Junior subordinated debt (91) (86) 
Total interest-bearing liabilities(91) (172) (263) 
Increase in net interest income$3,661  $(4,389) $(728) 
(1)Fully taxable equivalent (FTE)
(in thousands)
The following commentary regarding net interest income, interest income and interest expense may be best understood while referencing the Summary of Average Balances, Yields/Rates and Interest Differential and the Summary of Changes in Interest Income and Expense due to Changes in Average Asset and Liability Balances and Yields Earned and Rates Paid (continued)

   Nine months ended September 30, 2017 
   compared with nine months 
   ended September 30, 2016 
   Volume   Rate   Total 

Increase (decrease) in interest income:

      

Loans

  $8,525   $(4,770  $3,755 

Investment securities

   513    1,010    1,523 

Cash at Federal Reserve and other banks

   (245   479    234 
  

 

 

   

 

 

   

 

 

 

Total interest-earning assets

   8,793    (3,281   5,512 
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in interest expense:

      

Interest-bearing demand deposits

   22    165    187 

Savings deposits

   32    (25   7 

Time deposits

   (67   158    91 

Other borrowings

   6    151    157 

Junior subordinated debt

   6    221    227 
  

 

 

   

 

 

   

 

 

 

Total interest-bearing liabilities

   (1   670    669 
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in Net Interest Income

  $6,794   $(3,951  $4,843 
  

 

 

   

 

 

   

 

 

 

The following commentary regarding net interest income, interest income and interest expense may be best understood while referencing theSummary of Average Balances, Yields/Rates and Interest Differentialand the Summary of Changes in Interest Income and Expense due to Changes in Average Asset and Liability Balances and Yields Earned and Rates Paidshown above, and Note 30 to the Consolidated Financial Statements at Part I, Item 1 of this report.

above.

Net interest income (FTE) during the three months ended September 30, 2017 increased $1,851,000 (4.3%) fromMarch 31, 2020 decreased $728,000 or 6.8% to $63,463,000 compared to $64,192,000 during the same period in 2016 to $44,708,000.three months ended March 31, 2019. The increasedecrease in net interest income (FTE) was due, primarilymost notably, to increasesboth declines in the average outstanding balance of loansinvestment securities, which reduced interest income by $1,532,000, and investments, and an increasedeclines in yieldinterest rates on investments, – taxable, that were partially offset by a decreasewhich contributed to further reductions in yieldmargin of $1,031,000. Positively, interest income on loans andimproved quarter over quarter. This was the result of an increase in other borrowings compared to the three months ended September 30, 2016.

Net interest income (FTE) during the nine months ended September 30, 2017 increased $4,843,000 (3.8%) from the same period in 2016 to $131,385,000. The increase in net interest income (FTE) was due primarily to increases in the average balance of loans and investments, and an increase in yield on investments – taxable, that were partially offset by a decrease in the average yield on loans and an increase in other borrowings compared to the nine months ended September 30, 2016.

During the three months ended September 30, 2017, loan interest income increased $1,499,000 (4.2%) to $37,268,000. The increase in loan interest income was due to a $208,990,000 (7.8%) increase in the average balance of loans, that wasadding $4,840,000 to net interest income, partially offset by an 18 basis point decreasea reduction of net interest income totaling $2,980,000 from lower market rates and purchase discount accretion. The reduction in the average yieldmarket rates also led to a decline in interest expense paid on loans to 5.18% compared to 5.36%deposits and borrowings of $172,000 during the three months ended September 30, 2016. Included in loan interest income for the quarter ended September 30, 2017 was $1,364,000 of purchased loan discount accretion. Included in loan interest income for the quarter ended September 30, 2016 was $2,229,000 of purchased loan discount accretion, and $488,000 of interest income recovered upon the sale of certain nonperforming loans. During the three months ended September 30, 2017, investment interest income (FTE) increased $725,000 (8.8%) from theyear-ago quarter to $8,977,000. The increase in investment interest income was due to a $50,267,000 (4.2%) increase in the average balance of investments and a 12 basis point increase in the average investment yield to 2.87% compared to 2.75% in theyear-ago quarter. The increase in loan and investment balances noted above was funded primarily by a $93,436,000 (2.5%) increase in the average balance of total deposits, a $100,215,000 (54.0%) decrease in the average balance of interest earning cash at banks, and a $46,282,000 (244%) increase in other borrowings during the three months ended September 30, 2017March 31, 2020, compared to the three months ended September 30, 2016. Despite the 54.0% decreasesame period in the average balance of interest earning cash at banks, interest income from cash at banks increased $17,000 (6.2%) to $292,000 due to a 78 basis point increase in the average yield on cash at banks to 1.37% during the three months ended September 30, 2017 compared to 0.59% during the three months ended September 30, 2016. While the average balance of total deposits grew $93,436,000 (2.5%) from the three months ended September 30, 2016 to the three months ended September 30, 2017, the average balance of interest bearing deposits grew $38,477,000 (1.5%)2019.

Asset Quality and Loan Loss Provisioning
The allowance for credit losses (ACL), and the average rate paid on those interest bearing deposits increased 2 basis points to 0.16%. The $46,282,000 increase in the average balance of other borrowings was due to the addition of borrowings from the FHLB, and resulted in an 86 basis point increase in the average rate paid on other borrowings during the three months ended September 30, 2017 compared to the three months ended September 30, 2016. The average rate paid on junior subordinated debt increased 62 basis points to 4.59% during the three months ended September 30, 2017 compared to 3.97% during the three months ended September 30, 2016. The changes in the average balances of interest bearing assets and liabilities, and their respective yields and rates, from the three months ended September 30, 2016 to the three months ended September 30, 2017 is indicative of moderate to strong loan demand and loan origination capabilities of the Company from September 30, 2016 to September 30, 2017, and the increases in short-term interest rates during this time frame that did not result in significant increases in deposit rates or long-term fixed-rate loan rates.

The Federal Reserve has increased the Federal Funds target rate 25 basis points in each of December 2015, December 2016, March 2017, and June 2017; and the widely used prime rate of lending index has mirrored these increases in the Federal Funds rate, increasing from 3.25% in December 2015 to 4.25% in June 2017. While a significant portion of the Bank’s loans are indexed to the prime lending rate, and have rates that reset on or near the date of any prime lending rate change, the positive effect of such prime lending rate changes have been substantially offset by loan renewals and originations at market rates that are lower than the average rate of the Bank’s loan portfolio.

As of September 30, 2017, the Bank’s $2,955,323,000 principal balance of loans, net of charge-offs, and not including deferred loan fees and purchase discounts, was made up of loans with principal balances totaling $1,051,513,000 that have fixed interest rates, and $1,903,810,000 of loans with interest rates that are variable. Included in the balance of variable rate loansformerly known as of September 30, 2017 were loans with principal balances of approximately $526,070,000 that had adjustable interest rates tied to the prime lending rate that adjust on or near the date of any prime rate change, and of which approximately $59,100,000 had minimum contractual interest rates that are higher than their prime-indexed rate and will not experience an interest rate increase until their prime-indexed rate exceeds their minimum contractual interest rate. Also included in the balance of variable rate loans as of September 30, 2017 were loans with principal balances of approximately $945,801,000 that had adjustable interest rates tied to the5-year U.S. Treasury Bond Rate index(5-year CMT index), and of which approximately $300,117,000 had minimum contractual interest rates that are higher than their5-yearCMT-indexed rate and will not experience an interest rate increase until their5-yearCMT-indexed rate exceeds their minimum contractual interest rate on their reset date. These5-year CMT indexed loans have interest rates that adjust once every five years. Of course, any of these prime-indexed,5-yearCMT-indexed, or any other variable rate loan, may payoff, or may be refinanced, at any time.

During the nine months ended September 30, 2017, interest income (FTE) increased $4,843,000 (3.9%) to $131,385,000 compared to $126,542,000 during the nine months ended September 30, 2016. This increase in interest income was due primarily to a $3,755,000 (3.6%) increase in loan interest income to $108,600,000. This increase in loan interest income was due to a $211,278,000 (8.1%) increase in the average balance of loans that was partially offset by a 22 basis point decrease in the average loan yield to 5.16% compared to 5.38% during the nine months ended September 30, 2016. Included in loan interest income for the nine months ended September 30, 2017 was $5,075,000 of purchased loan discount accretion. Included in loan interest income for the nine months ended September 30, 2016 was $5,621,000 of purchased loan discount accretion, and $1,725,000 of interest income recovered as the result of the loan sales during the nine months ended September 30, 2016. During the nine months ended September 30, 2017, investment interest income (FTE) increased $1,523,000 (6.1%) to $26,635,000 compared to the nine months ended September 30, 2016. This increase in investment interest income was due primarily to a 13 basis point increase in the average yield on investments to 2.93% compared to 2.79%. The increase in loan balances noted above was funded primarily by a $137,322,000 (3.7%) increase in the average balance of total deposits, a $56,222,000 (28.7%) decrease in the average balance of interest earning cash at banks, and a $15,623,000 (83.1%) increase in other borrowings during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. Despite the 28.7% decrease in the average balance of interest earning cash at banks, interest income from cash at banks increased $234,000 (27.7%) to $1,080,000 due to a 45 basis point increase in the average yield on cash at banks during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. While the average balance of total deposits grew $137,322,000 (3.7%) from the nine months ended September 30, 2016 to the nine months ended September 30, 2017, the average balance of interest earning deposits grew $70,213,000 (2.7%), and the average rate paid on those interest earning deposits increased 1 basis point to 0.22%. The $15,623,000 increase in the average balance of other borrowings was due to the addition of borrowings from the FHLB, and resulted in a 59 basis point increase in the average rate paid on other borrowings during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016.    The average rate paid on junior subordinated debt increased 52 basis points to 4.39% during the nine months ended September 30, 2017 compared to 3.87% during the nine months ended September 30, 2016. The changes in the average balances of interest bearing assets and liabilities, and their respective yields and rates, from the nine months ended September 30, 2016 to the nine months ended September 30, 2017 is indicative of moderate to strong loan demand from September 30, 2016 to September 30, 2017, and the increases in short-term interest rates during this time frame that did not result in significant increases in deposit rates or long-term fixed-rate loan rates.

Provision for Loan Losses

The provision for loan losses during any period is the sum of the allowance for loan losses required atwas $30,616,000 as of December 31, 2019. Upon adoption of CECL on January 1, 2020, the endCompany recognized an increase in the ACL for loans totaling $18,913,000, including a reclassification of the period and any loan charge offs during the period, less$481,000 from discounts on acquired loans to the allowance for loancredit losses, requiredas a cumulative effect adjustment from change in accounting policies, with a corresponding decrease in retained earnings, net of $5,449,000 in taxes of $12,983,000. Management has separately evaluated its held-to-maturity investment securities from obligations of state and political subdivisions utilizing the historical loss data represented by similar securities over a period of time spanning nearly 50 years. Based on this evaluation, management has determined that the expected credit losses associated with these securities is less than significant for financial reporting purposes and therefore, no loss reserves were recorded for these securities at the beginningtime of adoption and implementation of the period, and less any loan recoveries during the period. See the Tables labeled“Allowance for loan losses – three and nine months ended September 30, 2017 and 2016” at Note 5 in Item 1 of Part I of this report for the components that make up the provision for loan losses for the three and nine months ended September 30, 2017 and 2016.

Increases and decreases in estimated cash flows and collateral values, changes in historical loss factors, changes in concentration levels, and changes in economic environmental factors, in part, determine the required loan loss allowance, and provision for loan losses, for nonperforming and performing loans in accordance with the Company’s allowance for loan losses methodology as described under the heading“Loans and Allowance for Loan Losses” at Note 1 in Item 1 of Part I of this report. For details of the change in nonperforming loans during the three months ended September 30, 2017 see the Tables, and associated narratives, labeled“Changes in nonperforming assets during the three months ended September 30, 2017”under the heading“Asset Quality andNon-Performing Assets” below. For details of the change in nonperforming loans during the nine months ended September 30, 2017 see the Tables, and associated narratives, labeled“Changes in nonperforming assets during the nine months ended September 30, 2017”under the heading“Asset Quality andNon-Performing Assets” below.

CECL standard.

The Company recorded a provision for loancredit losses of $765,000$8,000,000 and benefit from reversal of provision of $298,000 during the three months ended September 30, 2017March 31, 2020 and December 31, 2019, respectively, as compared to a benefit from reversal of $1,600,000 during the three months ended March 31, 2019.

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The change in ACL during the quarter ended March 31, 2020 totaled $8,382,000. More specifically, the net loan portfolio growth in the first quarter of 2020 of approximately $71,696,000 combined with changes in credit quality associated with the levels of classified, past due and non-performing loans resulted in the need for a provision for loan losses of $3,973,000 during the three months ended September 30, 2016. The $765,000 provision for loan losses during the three months ended September 30, 2017$1,063,000 which was primarily due to a $4,525,000 increase in nonperforming loans, and an increase in the concentration of nonowner-occupied commercial real estate secured loans that were partially offset by continued low historical loan loss experience,net recoveries of $382,000. However, the majority of the increase in ACL reflects potential credit deterioration due to the pandemic, specifically portfolio-wide qualitative indicators such as the outlook for changes in California Unemployment and stableGross Domestic Product (GDP) resulted in a $7,319,000 increase in provision expense during the current quarter. The Company utilizes a forecast period of approximately eight quarters and obtains the forecast data from publicly available sources as of the balance sheet date. While this forecast data was rapidly evolving and included significant shifts in the magnitude of changes for both the unemployment and GDP factors leading up to improvingthe balance sheet date, management noted that the majority of sources identified economic environmental factors. Nonperformingrecovery during the year ended 2020 as being most likely.
Loans past due 30 days or more increased by $19,669,000 during the quarter ended March 31, 2020 to $28,693,000, as compared to $9,024,000 at March 31, 2020. The increase in past due balances was driven primarily by three loans from three relationships totaling $17,198,000, one of which was slightly in excess of $13,000,000. All three loans were $21,954,000, or 0.75%less than 60 days past due, are considered well-secured and are not expected to become impaired as all of the related borrowers are in active discussions with management regarding their short term resolution needs.
Total non-performing loans outstandingwere $17,955,000 at March 31, 2020 and remained relatively static as of September 30, 2017, and represented an increase from 0.73% of loans outstanding at December 31, 2016, and a decrease from 0.77% of loans outstanding as of September 30, 2016. Net loan charge-offs during the three months ended September 30, 2017 were $161,000, and included $187,000 of charge-offs related to purchased credit impaired(PCI-other) loans for which an allowance was previously provided. Excluding these PCI loan charge-offs, charge-offs for the three months ended September 30, 2017 would have been $675,000, and charge-offs, net of recoveries, would have been a net recovery of $26,000.

As shown in the Table labeled“Allowance for Loan Losses – Three Months Ended September 30, 2017” at Note 5 in Item 1 of Part I of this report, home equity lines of credit and home equity loans experienced a benefit from reversal of provision for loan losses while, residential and commercial real estate mortgage loans, other consumer loans, C&I loans, residential construction loans, and commercial construction

loans experienced a provision for loan losses during the three months ended September 30, 2017. The level of provision, or reversal of provision, for loan losses of each loan category during the three months ended September 30, 2017 was due primarily to the increase or decrease in the required allowance for loan losses as of September 30, 2017 when compared to the required allowance for loan losses as of June 30, 2017 plus or minus net charge-offs or net recoveries during the three months ended September 30, 2017. All categories of loans except home equity lines, home equity loans,$16,864,000 and other consumer loans experienced an increase in the required allowance for loan losses during the three months ended September 30, 2017. The decreases in the required allowance for loan losses for home equity lines, home equity loans, and other consumer loans were due primarily to stable or improving estimated cash flows and collateral values for certain impaired originated and purchased loans, continued low net charge off rates in many loan categories, and stable to improving economic environmental factors. The increase in the required allowance for loan losses for commercial real estate mortgage loans was due primarily to the increases in the outstanding balances and the level of nonperforming balances of these types of loans. The increase in the required allowance for loan losses for residential real estate mortgage, and commercial & industrial loans were due primarily to the increases in the outstanding balances and the level of nonperforming balances of these types of loans. The increase in the required allowance for loan losses for residential and commercial construction loans were due primarily to the increases in the outstanding balances of these types of loans.

The Company recorded a reversal of provision for loan losses of $1,588,000 during the nine months ended September 30, 2017 compared to a reversal of provision for loan losses of $4,537,000 during the nine months ended September 30, 2016. The $1,588,000 reversal of provision for loan losses during the nine months ended September 30, 2017 was primarily due to a continued low historical loan loss experience, and stable to improving economic environmental factors that were partially offset by a $1,826,000 increase in nonperforming loans, and an increase in the concentration of nonowner-occupied commercial real estate secured loans. Net loan charge-offs during the nine months ended September 30, 2017 were $2,168,000, and included $1,832,000 of charge-offs related to purchased credit impaired(PCI-other) loans for which an allowance was previously established. Excluding these PCI loan charge-offs, charge-offs for the nine months ended September 30, 2017 would have been $1,951,000, and charge-offs, net of recoveries, would have been $336,000.

As shown in the Table labeled“Allowance for Loan Losses – Nine Months Ended September 30, 2017” at Note 5 in Item 1 of Part I of this report, residential and commercial real estate mortgage loans, home equity lines of credit, home equity loans, C&I loans and commercial construction loans experienced a benefit from reversal of provision for loan losses while, other consumer loans, and residential construction loans experienced a provision for loan losses during the nine months ended September 30, 2017. The level of provision, or reversal of provision, for loan losses of each loan category during the nine months ended September 30, 2017 was due primarily to the increase or decrease in the required allowance for loan losses as of September 30, 2017 when compared to the required allowance for loan losses$19,565,000 as of December 31, 2016 plus or minus net charge-offs or net recoveries2019 and March 31, 2019, respectively. There were no additions and one sale of other real estate owned during the nine monthsthree month period ended September 30, 2017. All categoriesMarch 31, 2020. The sold property generated $353,000 in proceeds and had a carrying value of loans except$312,000. As of March 31, 2020, other residential construction loans experiencedreal estate owned consisted of five properties with a decrease in the required allowance for loan losses during the nine months ended September 30, 2017. The increase in the required allowance for loan losses for residential construction loans was due primarily to increased balances in this loan category. The decrease in the required allowance for loan losses for all loan categories except residential construction was due primarily to stable or improving estimated cash flows and collateral values for certain impaired originated and purchased loans, continued low net charge off rates in many loan categories, and stable to improving economic environmental factors.

The provision for loan losses related to originated and PNCI loans is based on management’s evaluationcarrying value of inherent risks in these loan portfolios and a corresponding analysis of the allowance for loan losses. The provision for loan losses related to PCI loan portfolio is based on changes in estimated cash flows expected to be collected on PCI loans. Additional discussion on loan quality, our procedures to measure loan impairment, and the allowance for loan losses is provided under the heading“Asset Quality andNon-Performing Assets” below.

Managementre-evaluates the loss ratios and other assumptions used in its calculation of the allowance for loan losses for its originated and PNCI loan portfolios on a quarterly basis and makes changes as appropriate based upon, among other things, changes in loss rates experienced, collateral support for underlying loans, changes and trends in the economy, and changes in the loan mix.Management alsore-evaluates expected cash flows used in its accounting for its PCI loan portfolio, including any required allowance for loan losses, on a quarterly basis and makes changes as appropriate based upon, among other things, changes in loan repayment experience, changes in loss rates experienced, and collateral support for underlying loans.

Noninterest$2,229,000.

Non-interest Income

The following table summarizes the Company’s noninterestnon-interest income for the periods indicated (in thousands):

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2017   2016   2017   2016 

Service charges on deposit accounts

  $4,160   $3,641   $12,102   $10,549 

ATM and interchange fees

   4,209    3,851    12,472    11,136 

Other service fees

   917    792    2,521    2,369 

Mortgage banking service fees

   514    537    1,561    1,570 

Change in value of mortgage servicing rights

   (325   (799   (795   (2,198
  

 

 

   

 

 

   

 

 

   

 

 

 

Total service charges and fees

   9,475    8,022    27,861    23,426 
  

 

 

   

 

 

   

 

 

   

 

 

 

Gain on sale of loans

   606    953    2,293    2,645 

Commissions on sale ofnon-deposit investment products

   672    747    1,984    1,890 

Increase in cash value of life insurance

   732    709    2,043    2,086 

Gain on sale of investment securities

   961    —      961    —   

Change in indemnification asset

   —      (10   490    (274

Gain on sale of foreclosed assets

   37    69    308    218 

Sale of customer checks

   89    110    287    299 

Lease brokerage income

   234    172    601    602 

Loss on disposal of fixed assets

   (33   (13   (61   (52

Life Insurance death benefit in excess of cash value

   —      —      108    238 

Other

   157    307    668    1,023 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other noninterest income

   3,455    3,044    9,682    8,675 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total noninterest income

  $12,930   $11,066   $37,543   $32,101 
  

 

 

   

 

 

   

 

 

   

 

 

 

Mortgage loan servicing fees, net of change in fair value of mortgage loan servicing rights

  $189   $(262  $766   $(628

Noninterest

Three months ended
March 31,
(dollars in thousands)20202019$ Change% Change
ATM and interchange fees$5,111  $4,581  $530  11.6 %
Service charges on deposit accounts4,046  3,880  $166  4.3 %
Other service fees758  771  $(13) (1.7)%
Mortgage banking service fees469  483  $(14) (2.9)%
Change in value of mortgage servicing rights(1,258) (645) $(613) 95.0 %
Total service charges and fees9,126  9,070  56  0.6 %
Increase in cash value of life insurance720  775  $(55) (7.1)%
Asset management and commission income916  642  $274  42.7 %
Gain on sale of loans891  412  $479  116.3 %
Lease brokerage income193  220  $(27) (12.3)%
Sale of customer checks124  140  $(16) (11.4)%
Gain on marketable equity securities47  36  $11  30.6 %
Other(197) 508  $(705) (138.8)%
Total other non-interest income2,694  2,733  $(39) (1.4)%
Total non-interest income$11,820  $11,803  $17  0.1 %

Non-interest income increased $1,864,000 (16.8%)$17,000 or 0.1% to $12,930,000$11,820,000 during the three months ended September 30, 2017March 31, 2020 compared to $11,803,000 during the comparable three month period in 2019. Non-interest income for the three months ended September 30, 2016. The increase in noninterest income was due primarily to a $519,000 (14.3%) increase in service charges on deposit accounts, a $358,000 (9.3%) increase in ATM fees and interchange income, a $474,000 improvement in change in value of mortgage servicing rights, and a $961,000 gain on sale of investment securities that were partially offset by a $347,000 decrease in gain on sale of loans. The $519,000 increase in service charges on deposit accounts was due primarily to increased fee generation from both consumer and business checking customers. The $358,000 increase in ATM fees and interchange revenue was due primarilyMarch 31, 2020 as compared to the Company’s continued focussame period in this area, and growth2019 was impacted by changes in electronic payments volume. The $474,000 improvement in change in value of mortgage servicing rights (MSRs) was due primarily to an increase in the discount rate used by investors to calculate the present value of future servicing fee income that caused the fair value of the Company’s mortgage servicing assetassets, which contributed to decreasea $613,000 decline. Other non-interest income, as noted above, was also negatively impacted by decreases in the fair value of assets used to fund acquired deferred compensation plans. However, this was partially offset by gains from the sale of mortgage loans, which resulted from increased volume, contributed $479,000 to the overall increase in non-interest income during the three months ended September 30, 2016 while no similar discount rateMarch 31, 2020. As noted in previous quarters, ATM and interchange fees continue to increase, occurred duringtotaling$5,111,000 for the three monthsquarter ended September 30, 2017. The $961,000 gain on sale of investment securities was due to the Company’s decision to sell $24,796,000 of investment securities during the three months ended September 30, 2017. The $347,000 decrease in gain on sale of loans was due primarily to decreased residential mortgage refinance activityMarch 31, 2020 as compared to theyear-ago quarter.

Noninterest income increased $5,442,000 (17.0%) to $37,543,000 during$4,581,000 for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. The increasecomparative period in noninterest income was due primarily to a $1,553,000 (14.7%) increase in service charges on deposit accounts, a $1,336,000 (12.0%) increase in ATM fees and interchange income, a $1,403,000 improvement in change in value of mortgage servicing rights, a $961,000 gain on sale of investment securities, and a $764,000 improvement in change in indemnification asset that were partially offset by a $355,000 decrease in other noninterest income, and a $352,000 decrease in gain on sale of loans. The $1,553,000 increase in service charges on deposit accounts was due primarily to increased fee generation from both consumer and business checking customers. The $1,336,000 increase in ATM fees and interchange revenue was due primarily to the Company’s continued focus in this area, new services, fees, and operational changes introduced throughout 2016, and growth in electronic payments volume. The $1,403,000 improvement in change in value of mortgage servicing rights (MSRs) was due to a smaller increase in the estimated weighted-average prepayment speed of the loans being service during the nine months ended September 30, 2017 compared to the nine months ended September 30,2016, and2019, for an increase in the discount rate used by investors to calculate the present value of future servicing fee income during the nine months ended September 30, 2016 while no such increase occurred during the nine months ended September 30, 2017. The $961,000 gain on sale$530,000.

46

Table of investment securities was due to the Company’s decision to sell $24,796,000 of investment securities during the three months ended September 30, 2017. The $764,000 improvement in change in indemnification asset was due to the early termination of the related loss sharing agreements between the Company and the FDIC. As part of the termination agreement, the Company paid the FDIC $184,000, and recorded a $712,000 gain representing the difference between the Company’s payment to the FDIC and the recorded payable balance on May 9, 2017. The $352,000 decrease in gain on sale of loans was due primarily to decreased residential mortgage refinance activity compared to theyear-ago period.

NoninterestContents

Non-interest Expense

The following table summarizes the Company’s noninterestnon-interest expense for the periods indicated (dollars in thousands):

   Three months ended
September 30,
  Nine months ended
September 30,
 
   2017  2016  2017  2016 

Base salaries, net of deferred loan origination costs

  $13,600  $13,419  $40,647  $39,095 

Incentive compensation

   2,609   2,798   6,980   7,008 

Benefits and other compensation costs

   4,724   4,643   14,693   14,067 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total salaries and benefits expense

   20,933   20,860   62,320   60,170 
  

 

 

  

 

 

  

 

 

  

 

 

 

Occupancy

   2,799   2,667   8,196   7,504 

Equipment

   1,816   1,607   5,344   4,837 

Data processing and software

   2,495   2,068   7,332   6,266 

ATM & POS network charges

   1,425   1,915   3,353   3,923 

Telecommunications

   716   702   2,027   2,085 

Postage

   325   381   1,058   1,186 

Courier service

   235   280   752   816 

Advertising

   1,039   1,049   3,173   3,021 

Assessments

   427   654   1,252   1,864 

Operational losses

   301   497   1,166   1,006 

Professional fees

   901   1,018   2,357   3,183 

Foreclosed assets expense

   41   37   117   197 

Provision for foreclosed asset losses

   134   8   162   40 

Change in reserve for unfunded commitments

   390   25   270   433 

Intangible amortization

   339   359   1,050   1,017 

Merger expense

   —     —     —     784 

Litigation contingent liability

   —     —     —     1,450 

Other

   2,906   3,289   9,019   9,652 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total other noninterest expense

   16,289   16,556   46,628   49,264 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total noninterest expense

  $37,222  $37,416  $108,948  $109,434 
  

 

 

  

 

 

  

 

 

  

 

 

 

Merger expense:

     

Base salaries (outside temporary help)

   —     —     —    $187 

Equipment

   —     —     —     35 

Data processing and software

   —     —     —     —   

Professional fees

   —     —     —     342 

Advertising and marketing

   —     —     —     114 

Other

   —     —     —     106 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total merger expense

   —     —     —    $784 
  

 

 

  

 

 

  

 

 

  

 

 

 

Average full time equivalent staff

   993   1,022   1,005   996 

Noninterest expense to revenue (FTE)

   64.6  69.4  64.5  69.0

Salary and benefit expenses increased $73,000 (0.3%)

Three months ended
March 31,
20202019$ Change% Change
Base salaries, net of deferred loan origination costs$17,623  $16,757  $866  5.2 %
Incentive compensation3,101  2,567  534  20.8 %
Benefits and other compensation costs6,548  5,804  744  12.8 %
Total salaries and benefits expense27,272  25,128  2,144  8.5 %
Occupancy3,875  3,774  101  2.7 %
Data processing and software3,367  3,349  18  0.5 %
Equipment1,512  1,867  (355) (19.0)%
Intangible amortization1,431  1,431  —  — %
Advertising665  1,331  (666) (50.0)%
ATM and POS network charges1,373  1,323  50  3.8 %
Professional fees703  839  (136) (16.2)%
Telecommunications725  797  (72) (9.0)%
Regulatory assessments and insurance95  511  (416) (81.4)%
Postage290  310  (20) (6.5)%
Operational losses221  225  (4) (1.8)%
Courier service331  270  61  22.6 %
Gain on sale of foreclosed assets(41) (99) 58  (58.6)%
Loss on disposal of fixed assets—  24  (24) (100.0)%
Other miscellaneous expense3,000  4,372  (1,372) (31.4)%
Total other non-interest expense17,547  20,324  (2,777) (13.7)%
Total non-interest expense$44,819  $45,452  $(633) (1.4)%
Average full time equivalent staff1,165  1,160   0.4 %

Non-interest expense decreased by $633,000 or 1.4% to $20,933,000$44,819,000 during the three months ended September 30, 2017March 31, 2020 as compared to $20,860,000$45,452,000 for the three months ended March 31, 2019. Salary and benefit expense increased $2,144,000 or 8.5% to $27,272,000 during the three months ended September 30, 2016. Base salaries, netMarch 31, 2020 as compared to $25,128,000 for the same period in 2019. These increases were impacted equally by increased costs associated with production incentives and long term benefit obligation costs. To a lesser extent, increases of deferred loan origination costs increased $181,000 (1.3%) to 13,600,000. The increase$866,000 in base salaries was due primarily toduring these comparable periods were the result of annual merit increases that were substantiallyin 2019 as well as compensation adjustments associated with changes in the organizational structure of management.
As an offset by a 2.8% decreaseto the increase above, reductions in average full time equivalent employeesadvertising expense totaled $666,000 or 50.0%, to 993 from 1,022 in theyear-ago quarter. Commissions and incentive compensation decreased $189,000 (6.8%) to $2,609,000$665,000 during the three months ended September 30, 2017March 31, 2020 as compared to $1,331,000 for theyear-ago quarter due primarily to a decrease same period in commissions on loans. Benefits & other compensation expense increased $81,000 (1.7%) to $4,724,0002019. Regulatory assessment credits issued by the FDIC during the three monthsmonth periods ended September 30, 2017 due primarilyMarch 31, 2020 and March 31, 2019 totaled $437,000 and $0, respectively. Other expenses decreased $1,372,000 or 31.4% to increases in group medical and workers compensation insurance, and employee stock ownership plan (ESOP) expense.

Salary and benefit expenses increased $2,150,000 (3.6%) to $62,320,000$3,000,000 during the nine months ended September 30, 2017current quarter, as compared to $60,170,000 during the nine months ended September 30, 2016. Base salaries, net of deferred loan origination costs increased $1,552,000 (4.0%) to $40,647,000. The increase in base salaries was due primarily to annual merit increases and a 0.9% increase in average full time equivalent employees to 1,005 from 996 during the nine months ended September 30, 2016. Commissions and incentive compensation decreased $28,000 (0.4%) to $6,980,000 due primarily to a decreases in commissions on loans. Benefits & other compensation expense increased $626,000 (4.5%) to $14,693,000 during the nine months ended September 30, 2017 due primarily to primarily to increases in group medical and workers compensation insurance, and employee stock ownership plan (ESOP) expense.

Other noninterest expense decreased $267,000 (1.6%) to $16,289,000 during the three months ended September 30, 2017 compared to the three months ended September 30, 2016. The decrease in other noninterest expense was due primarily to a $490,000 decrease in ATM & POS network charges, a $227,000 decrease in deposit insurance and other assessments, and a $383,000 decrease in other noninterest expense that were partially offset by increases of $427,000 in data processing and software expense, $365,000 in change in reserve for unfunded commitments, and $341,000 in occupancy and equipment expense. The $490,000 decrease in ATM & POS network charges was due to nonrecurring ATM & POS network charges that occurred during the third quarter of 2016 related to system enhancements. The $227,000 decrease in assessments was due the lowering of FDIC deposit insurance rates during the third quarter of 2016. The $383,000 decrease in other noninterest expense was due to a $716,000 valuation allowance expense taken during the third quarter of 2016 on a closed branch

building that was also sold during the third quarter of 2016 without further loss or gain. The $365,000 increase in change in reserve for unfunded commitments was due primarily to a larger increase in unfunded loan commitments during the three months ended September 30, 2017, compared to the three months ended September 30, 2016. The $341,000 increase in occupancy and equipment expense was due primarily to increased depreciation expense on equipment and maintenance and repair expense on facilities and equipment.

Other noninterest expense decreased $2,636,000 (5.4%) to $46,628,000 during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. The decrease in other noninterest expense was due primarily to the absence of any litigation settlement expense, merger expenses, or fixed asset valuation expenses during the nine months ended September 30, 2017 compared to a litigation settlement expense of $1,450,000, merger expenses of $784,000, and $716,000 fixed asset valuation expense during the nine months ended September 30, 2016. Also contributing to the decrease in other noninterest expense during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 were a $826,000 decrease in professional fees, a $612,000 decrease in assessments, and a $570,000 decrease in ATM & POS network charges that were partially offset by a $1,199,000 increase in occupancy and equipment expenses, and a $1,066,000 increase in data processing and software expense. The $826,000 decrease in professional fees was due to system conversion related consulting fees incurred during the nine months ended September 30, 2016. The $612,000 decrease in assessments was due the lowering of FDIC deposit insurance rates during the third quarter of 2016. The $570,000 decrease in ATM & POS network charges was due to nonrecurring ATM & POS network charges that occurred during the third quarter of 2016 related to system enhancements. The $1,199,000 increase in occupancy and equipment expenses was due primarily to increased building and equipment maintenance expense. The increased data processing and software expense is due primarily to the outsourcing of the Company’s core processing system, and other ancillary systems in 2016.

Income Taxes

   Three months ended
September 30,
  Nine months ended
September 30,
 
   2017  2016  2017  2016 

Federal statutory income tax rate

   35.0  35.0  35.0  35.0

State income taxes, net of federal tax benefit

   6.9   6.9   6.8   6.7 

Tax-exempt interest on municipal obligations

   (1.9  (1.7  (1.8  (1.9

Increase in cash value of insurance policies

   (1.3  (1.2  (1.3  (1.6

Low income housing tax credits

   (0.5  (0.3  (0.4  (0.3

Equity compensation

   (0.8  —     (1.4  —   

Other

   0.1   —     0.2   0.1 
  

 

 

  

 

 

  

 

 

  

 

 

 

Effective Tax Rate

   37.5  38.7  37.1  38.0
  

 

 

  

 

 

  

 

 

  

 

 

 

The effective combined Federal and State income tax rate on income was 37.5% and 38.7%$4,372,000 for the three months ended September 30, 2017 and 2016, respectively. same period in 2019.

Income Taxes
The Company’s effective combined Federal and State income tax rate was greater than27.4% for the Federal statutory tax ratequarter ended March 31, 2020 as compared to 28.0% for the quarter ended December 31, 2019 and 27.4% for the year ended December 31, 2019.



47

Table of 35.0% dueContents
Financial Condition
For financial reporting purposes, the Company does not separately track the changes in assets and liabilities based on branch location or regional geography. Organic growth, inclusive of seasonal fluctuation, also contributes to State income tax expensethe year-over-year balance sheet changes. During the most recent quarter, loan growth of $2,010,000$71,696,000 and $2,123,000, respectively,investment growth of $36,072,000 was funded by an increase in these periods that were partially offsetdeposits of $35,704,000 and a reduction in excess liquidity. During the twelve months ended March 31, 2020, organic loan growth of $344,731,000 or 8.5% was funded by the effectsreduction via sale or principle repayment oftax-exempt income of $1,041,000 and $978,000, respectively, from investment securities $732,000of $182,666,000 or 11.7% and $709,000, respectively, from increasegrowth of non-interest deposits totaling $121,584,000 or 6.9%. Total assets grew modestly by just $2,457,000 or 0.04% between March 2019 and March 2020. The following is a comparison of the quarterly change in cash valuecertain assets and liabilities:
($‘s in thousands)As of March 31, 2020As of December 31, 2019$ ChangeAnnualized
% Change
Ending balances
Total assets$6,474,309  $6,471,181  $3,128  0.2 %
Total loans4,379,062  4,307,366  71,696  6.7 %
Total investments1,382,026  1,345,954  36,072  10.7 %
Total deposits5,402,698  5,366,994  35,704  2.7 %
Total noninterest-bearing deposits1,883,143  1,832,665  50,478  11.0 %
Total other borrowings19,309  18,454  855  18.5 %
The following is a comparison of life insurance,low-income housing tax credits of $94,000the year over year change in certain assets and $62,000, respectively, and $150,000 and $0, respectively, of equity compensation excess tax benefits. The low income housing tax credits and the equity compensation excess tax benefits represent direct reductions in tax expense. These offsetting items helped to reduce the effective combined Federal and State income tax rate from the combined Federal and State statutory income tax rate of approximately 42.0%.

The effective combined Federal and State income tax rate on income was 37.1% and 38.0% for the nine months ended September 30, 2017 and 2016, respectively. The effective combined Federal and State income tax rate was greater than the Federal statutory tax rate of 35.0% due to State income tax expense of $6,205,000 and $5,381,000, respectively, in these periods that were partially offset by the effects oftax-exempt income of $3,124,000 and $2,850,000, respectively, from investment securities, $2,151,000 and $2,324,000, respectively, from increase in cash value of life insurance,low-income housing tax credits of $265,000 and $135,000, respectively, and $847,000 and $0, respectively, of equity compensation related excess tax benefits. These offsetting items helped to reduce the effective combined Federal and State income tax rate from the combined Federal and State statutory income tax rate of approximately 42.0%.

On January 1, 2017, ASUNo. 2016-9, Compensation – Stock Compensation (Topic 718)became effective for the Company.ASU 2016-9, among other things, requires that all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statement. As noted above, the Company recognized $150,000 and $847,000 of excess tax benefits (in the income statement) during the three and nine month periods ended September 30, 2017, respectively. Prior to January 1, 2017, such excess tax benefits and deficiencies were recorded directly to shareholders’ equity (and not in the income statement). During the three and nine month periods ended September 30, 2016, the Company recorded equity compensation related tax deficiencies of $0 and $182,000, respectively, to shareholders’ equity.

Financial Condition

liabilities:

As of March 31,$ Change% Change
($‘s in thousands)20202019
Ending balances
Total assets$6,474,309  $6,471,852  $2,457  0.04 %
Total loans4,379,062  4,034,331  344,731  8.5 %
Total investments1,382,026  1,564,692  (182,666) (11.7)%
Total deposits5,402,698  5,430,262  (27,564) (0.5)%
Total noninterest-bearing deposits1,883,143  1,761,559  121,584  6.9 %
Total other borrowings19,309  12,466  6,843  54.9 %
Investment Securities

Investment securities available for sale increased $128,003,000$51,861,000 to $678,236,000$1,001,999,000 as of September 30, 2017,March 31, 2020, compared to December 31, 2016.2019. This increase is attributable to purchases of $195,465,000, maturitiesprimarily supported by deposit growth and principal repayments of $46,646,000, sales of securities with book value of $24,796,000 foravailable cash reserves. There were no proceeds due from broker of $25,757,000, an increase in fair value of investments securities available forthe sale of, $5,411,000or transfers of available-for-sale investment securities to held-to-maturity, or vice versa, during the three month periods ended March 31, 2020 and amortization of net purchase price premiums of $1,430,000.

2019, respectively.

The following table presents the available for sale investmentdebt securities portfolio by major type as of September 30, 2017March 31, 2020 and December 31, 2016:

   September 30, 2017  December 31, 2016 
(In thousands)  Fair Value   %  Fair Value   % 

Securities available for sale:

       

Obligations of U.S. government corporations and agencies

  $554,062    81.7 $429,678    78.1

Obligations of states and political subdivisions

   121,217    17.9  117,617    21.4

Marketable equity securities

   2,957    0.4  2,938    0.5
  

 

 

   

 

 

  

 

 

   

 

 

 

Total securities available for sale

  $678,236    100.0 $550,233    100.0
  

 

 

   

 

 

  

 

 

   

 

 

 

2019:

(dollars in thousands)March 31, 2020December 31, 2019
Fair Value%Fair Value%
Debt securities available for sale:
Obligations of U.S. government agencies$469,218  46.8 %$472,980  49.8 %
Obligations of states and political subdivisions114,125  11.4 %109,601  11.5 %
Corporate bonds2,575  0.3 %2,532  0.3 %
Asset backed securities416,081  41.5 %365,025  38.4 %
Total debt securities available for sale$1,001,999  100.0 %$950,138  100.0 %

Investment securities held to maturity decreased $65,969,000$15,836,000 to $536,567,000$359,770,000 as of September 30, 2017,March 31, 2020, as compared to December 31, 2016.2019. This decrease is attributable to principal repayments of $64,969,000,$15,592,000, and amortization of net purchase price premiums of $1,000,000.

$244,000.

48

Table of Contents
The following table presents the held to maturity investment securities portfolio by major type as of September 30, 2017March 31, 2020 and December 31, 2016:

   September 30, 2017  December 31, 2016 
(In thousands)  Cost Basis   %  Cost Basis   % 

Securities held to maturity:

       

Obligations of U.S. government corporations and agencies

  $521,999    97.3 $587,982    97.6

Obligations of states and political subdivisions

   14,568    2.7  14,554    2.4
  

 

 

   

 

 

  

 

 

   

 

 

 

Total securities held to maturity

  $536,567    100.0 $602,536    100.0
  

 

 

   

 

 

  

 

 

   

 

 

 

Additional information about2019:

(dollars in thousands)March 31, 2020December 31, 2019
Amortized
Cost
%Amortized
Cost
%
Debt securities held to maturity:
Obligations of U.S. government and agencies$345,944  96.2 %$361,785  96.3 %
Obligations of states and political subdivisions13,826  3.8 %13,821  3.7 %
Total debt securities held to maturity$359,770  100.0 %$375,606  100.0 %

During primarily the third and fourth quarters of 2018, the Company acquired approximately $239,947,000 in asset backed structured investment portfoliosecurities more commonly referred to as collateralized loan obligations (CLOs). Due to the changes in risk appetite of many investors during the first quarter of 2020, the valuation of these CLOs were particularly impacted as evidenced by their decline in market value to approximately $202,030,000 or 84.2% of amortized cost. The composition of these CLOs are such that approximately 65% are rated by national rating agencies as AAA and the remaining 35% as AA. Based on the above, management believes the change in fair is providedattributed to changes in Note 3 of the Notesinterest rates and expects all contractual cash flows to Unaudited Condensed Consolidated Financial Statements at Iem 1 of Part I of this report.

Restricted Equity Securities

Restricted equity securities were $16,956,000 at September 30, 2017 and December 31, 2016. be received timely, therefore, no allowance for credit losses has been recorded.

Loans
The entire balance of restricted equity securities at September 30, 2017 and December 31, 2016 represent the Bank’s investment in the Federal Home Loan Bank of San Francisco (“FHLB”).

Additional information about the restricted equity securities is provided in Note 1 of the Notes to Unaudited Condensed Consolidated Financial Statements at Item 1 of Part I of this report.

Loans

The BankCompany concentrates its lending activities in four principal areas: real estate mortgage loans (residential and commercial loans), consumer loans, commercial loans (including agricultural loans), and real estate construction loans. The interest rates charged for the loans made by the BankCompany vary with the degree of risk, the size and maturity of the loans, the borrower’s relationship with the BankCompany and prevailing money market rates indicative of the Bank’sCompany’s cost of funds.

The majority of the Bank’sCompany’s loans are direct loans made to individuals, farmers and local businesses. The BankCompany relies substantially on local promotional activity and personal contacts by bank officers, directors and employees to compete with other financial institutions. The BankCompany makes loans to borrowers whose applications include a sound purpose, a viable repayment source and a plan of repayment established at inception and generally backed by a secondary source of repayment.

The following table shows the Company’s loan balances, including net deferred loan costs and discounts, as of the dates indicated:

   September 30,   December 31, 
(In thousands)  2017   2016 

Real estate mortgage

  $2,194,874   $2,053,464 

Consumer

   361,320    366,663 

Commercial

   227,479    217,047 

Real estate construction

   147,940    122,419 
  

 

 

   

 

 

 

Total loans

  $2,931,613   $2,759,593 
  

 

 

   

 

 

 

(dollars in thousands)March 31, 2020December 31, 2019
Real estate mortgage$3,396,016  77.6 %$3,328,290  77.3 %
Consumer450,998  10.3 %445,542  10.3 %
Commercial290,334  6.6 %283,707  6.6 %
Real estate construction241,714  5.5 %249,827  5.8 %
Total loans$4,379,062  100.0 %$4,307,366  100.0 %

At September 30, 2017March 31, 2020 loans, including net deferred loan costs and discounts, totaled $2,931,613,000$4,379,062,000 which was a $172,020,000 (6.2%$71,696,000 (6.7%) annualized increase over the balances at December 31, 2016. Demand for all categories2019.
49

Table of loans was moderate to strong during the nine months ended September 30, 2017.

The following table shows the Company’s loan balances, including net deferred loan costs, as a percentage of total loans for the periods indicated:

   September 30,  December 31, 
   2017  2016 

Real estate mortgage

   74.9  74.4

Consumer

   12.3  13.3

Commercial

   7.8  7.9

Real estate construction

   5.0  4.4
  

 

 

  

 

 

 

Total loans

   100.0  100.0
  

 

 

  

 

 

 

AssetsContents

Asset Quality and Nonperforming Assets

Nonperforming Assets

Loans originated by the Company, i.e., not purchased or acquired in a business combination, are referred to as originated loans. Originated loans are reported at the principal amount outstanding, net of deferred loan fees and costs. Loan origination and commitment fees and certain direct loan origination costs are deferred, and the net amount is amortized as an adjustment of the related loan’s yield over the actual life of the loan. Originated loans on which the accrual of interest has been discontinued are designated as nonaccrual loans.

Originated loans are placed in nonaccrual status when reasonable doubt exists as to the full, timely collection of interest or principal, or a loan becomes contractually past due by 90 days or more with respect to interest or principal and is not well secured and in the process of collection. When an originated loan is placed on nonaccrual status, all interest previously accrued but not collected is reversed.    Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is probable. Interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loan is estimated to be fully collectible as to both principal and interest.

An allowance for loan losses for originated loans is established through a provision for loan losses charged to expense. Originated loans and deposit related overdrafts are charged against the allowance for loan losses when management believes that the collectability of the principal is unlikely or, with respect to consumer installment loans, according to an established delinquency schedule. The allowance is an amount that management believes will be adequate to absorb probable losses inherent in existing loans and leases, based on evaluations of the collectability, impairment and prior loss experience of loans and leases. The evaluations take into consideration such factors as changes in the nature and size of the portfolio, overall portfolio quality, loan concentrations, specific problem loans, and current economic conditions that may affect the borrower’s ability to pay. The Company defines an originated loan as impaired when it is probable the Company will be unable to collect all amounts due according to the original contractual terms of the loan agreement. Impaired originated loans are measured based on the present value of expected future cash flows discounted at the loan’s original effective interest rate. As a practical expedient, impairment may be measured based on the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. When the measure of the impaired loan is less than the recorded investment in the loan, the impairment is recorded through a valuation allowance.

In situations related to originated loans where, for economic or legal reasons related to a borrower’s financial difficulties, the Company grants a concession for other than an insignificant period of time to the borrower that the Company would not otherwise consider, the related loan is classified as a troubled debt restructuring (TDR). The Company strives to identify borrowers in financial difficulty early and work with them to modify to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where the Company grants the borrower new terms that result in the loan being classified as a TDR, the Company measures any impairment on the restructuring as noted above for impaired loans. TDR loans are classified as impaired until they are fully paid off or charged off. Loans that are in nonaccrual status at the time they become TDR loans, remain in nonaccrual status until the borrower demonstrates a sustained period of performance which the Company generally believes to be six consecutive months of payments, or equivalent. Otherwise, TDR loans are subject to the same nonaccrual andcharge-off policies as noted above with respect to their restructured principal balance.

Credit risk is inherent in the business of lending. As a result, the Company maintains an allowance for loan losses to absorb losses inherent in the Company’s originated loan portfolio. This is maintained through periodic charges to earnings. These charges are included in the Consolidated Statements of Income as provision for loan losses. All specifically identifiable and quantifiable losses are immediately charged off against the allowance. However, for a variety of reasons, not all losses are immediately known to the Company and, of those that are known, the full extent of the loss may not be quantifiable at that point in time. The balance of the Company’s allowance for originated loan losses is meant to be an estimate of these unknown but probable losses inherent in the portfolio.

The Company formally assesses the adequacy of the allowance for originated loan losses on a quarterly basis. Determination of the adequacy is based on ongoing assessments of the probable risk in the outstanding originated loan portfolio, and to a lesser extent the Company’s originated loan commitments. These assessments include the periodicre-grading of credits based on changes in their individual credit characteristics including delinquency, seasoning, recent financial performance of the borrower, economic factors, changes in the interest rate environment, growth of the portfolio as a whole or by segment, and other factors as warranted. Loans are initially graded when originated. They arere-graded as they are renewed, when there is a new loan to the same borrower, when identified facts demonstrate heightened risk of nonpayment, or if they become delinquent.Re-grading of larger problem loans occurs at least quarterly. Confirmation of the quality of the grading process is obtained by independent credit reviews conducted by consultants specifically hired for this purpose and by various bank regulatory agencies.

The Company’s method for assessing the appropriateness of the allowance for originated loan losses includes specific allowances for impaired originated loans and leases, formula allowance factors for pools of credits, and allowances for changing environmental factors (e.g., interest rates, growth, economic conditions, etc.). Allowance factors for loan pools were based on historical loss experience by product type and prior risk rating.

Loans purchased or acquired in a business combination are referred to as acquired loans. Acquired loans are valued as of acquisition date in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 805,Business Combinations. Loans acquired with evidence of credit deterioration since origination for which it is probable that all contractually required payments will not be collected are referred to as purchased credit impaired (PCI) loans. PCI loans are accounted for under FASB ASC Topic310-30,Loans and Debt Securities Acquired with Deteriorated Credit Quality. Under FASB ASC Topic 805 and FASB ASC Topic310-30, PCI loans are recorded at fair value at acquisition date, factoring in credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for loan losses is not carried over or recorded as of the acquisition date. Fair value is defined as the present value of the future estimated principal and interest payments of the loan, with the discount rate used in the present value calculation representing the estimated effective yield of the loan. Default rates, loss severity, and prepayment speed assumptions are periodically reassessed and our estimate of future payments is adjusted accordingly. The difference between contractual future payments and estimated future payments is referred to as the nonaccretable difference. The difference between estimated future payments and the present value of the estimated future payments is referred to as the accretable yield. The accretable yield represents the amount that is expected to be recorded as interest income over the remaining life of the loan. If after acquisition, the Company determines that the estimated future cash flows of a PCI loan are expected to be more than the originally estimated, an increase in the discount rate (effective yield) would be made such that the newly increased accretable yield would be recognized, on a level yield basis, over the remaining estimated life of the loan. If, after acquisition, the Company determines that the estimated future cash flows of a PCI loan are expected to be less than the previously estimated, the discount rate would first be reduced until the present value of the reduced cash flow estimate equals the previous present value however, the discount rate may not be lowered below its original level at acquisition. If the discount rate has been lowered to its original level and the present value has not been sufficiently lowered, an allowance for loan loss would be established through a provision for loan losses charged to expense to decrease the present value to the required level. If the estimated cash flows improve after an allowance has been established for a loan, the allowance may be partially or fully reversed depending on the improvement in the estimated cash flows. Only after the allowance has been fully reversed may the discount rate be increased.    PCI loans are put on nonaccrual status when cash flows cannot be reasonably estimated. PCI loans on nonaccrual status are accounted for using the cost recovery method or cash basis method of income recognition. PCI loans are charged off when evidence suggests cash flows are not recoverable.    Foreclosed assets from PCI loans are recorded in foreclosed assets at fair value with the fair value at time of foreclosure representing cash flow from the loan. ASC310-30 allows PCI loans with similar risk characteristics and acquisition time frame to be “pooled” and have their cash flows aggregated as if they were one loan. The Company elected to use the “pooled” method of ASC310-30 for PCI – other loans in the acquisition of certain assets and liabilities of Granite and Citizens.

Acquired loans that are not PCI loans are referred to as purchased not credit impaired (PNCI) loans. PNCI loans are accounted for under FASB ASC Topic310-20,Receivables – Nonrefundable Fees and Other Costs,in which interest income is accrued on a level-yield basis for performing loans. For income recognition purposes, this method assumes that all contractual cash flows will be collected, and no allowance for loan losses is established at the time of acquisition. Post-acquisition date, an allowance for loan losses may need to be established for acquired loans through a provision charged to earnings for credit losses incurred subsequent to acquisition. Under ASC310-20, the loss would be measured based on the probable shortfall in relation to the contractual note requirements, consistent with our allowance for loan loss policy for similar loans.

When referring to PNCI and PCI loans we use the terms “nonaccretable difference”, “accretable yield”, or “purchase discount”. Nonaccretable difference is the difference between undiscounted contractual cash flows due and undiscounted cash flows we expect to collect, or put another way, it is the undiscounted contractual cash flows we do not expect to collect. Accretable yield is the difference between undiscounted cash flows we expect to collect and the value at which we have recorded the loan on our financial statements. On the date of acquisition, all purchased loans are recorded on our consolidated financial statements at estimated fair value. Purchase discount is the difference between the estimated fair value of loans on the date of acquisition and the principal amount owed by the borrower, net of charge offs, on the date of acquisition. We may also refer to “discounts to principal balance of loans owed, net of charge-offs”. Discounts to principal balance of loans owed, net of charge-offs is the difference between principal balance of loans owed, net of charge-offs, and loans as recorded on our financial statements. Discounts to principal balance of loans owed, net of charge-offs arise from purchase discounts, and equal the purchase discount on the acquisition date.

Loans are also categorized as “covered” or “noncovered”. Covered loans refer to loans covered by a FDIC loss sharing agreement. Noncovered loans refer to loans not covered by a FDIC loss sharing agreement.

Originated loans and PNCI loans are reviewed on an individual basis for reclassification to nonaccrual status when any one of the following occurs: the loan becomes 90 days past due as to interest or principal, the full and timely collection of additional interest or principal becomes uncertain, the loan is classified as doubtful by internal credit review or bank regulatory agencies, a portion of the principal balance has been charged off, or the Company takes possession of the collateral. Loans that are placed on nonaccrual even though the borrowers continue to repay the loans as scheduled are classified as “performing nonaccrual” and are included in total nonperforming loans. The reclassification of loans as nonaccrual does not necessarily reflect management’s judgment as to whether they are collectible.

Interest income on originated nonaccrual loans that would have been recognized during the three months ended September 30, 2017 and 2016, if all such loans had been current in accordance with their original terms, totaled $244,000 and $222,000, respectively. Interest income actually recognized on these originated loans during the three months ended September 30, 2017 and 2016 was $33,000 and $227,000, respectively. Interest income on PNCI nonaccrual loans that would have been recognized during the three months ended September 30, 2017 and 2016, if all such loans had been current in accordance with their original terms, totaled $90,000 and $(42,000), respectively. Interest income actually recognized on these PNCI loans during the three months ended September 30, 2017 and 2016 was $2,000 and $1,000.

Interest income on originated nonaccrual loans that would have been recognized during the nine months ended September 30, 2017 and 2016, if all such loans had been current in accordance with their original terms, totaled $617,000 and $689,000, respectively. Interest income actually recognized on these originated loans during the nine months ended September 30, 2017 and 2016 was $49,000 and $256,000, respectively. Interest income on PNCI nonaccrual loans that would have been recognized during the nine months ended September 30, 2017 and 2016, if all such loans had been current in accordance with their original terms, totaled $188,000 and $137,000. Interest income actually recognized on these PNCI loans during the nine months ended September 30, 2017 and 2016 was $14,000 and $1,000.

The Company’s policy is to place originated loans and PNCI loans 90 days or more past due on nonaccrual status. In some instances when an originated loan is 90 days past due Management does not place it on nonaccrual status because the loan is well secured and in the process of collection. A loan is considered to be in the process of collection if, based on a probable specific event, it is expected that the loan will be repaid or brought current. Generally, this collection period would not exceed 30 days. Loans where the collateral has been repossessed are classified as foreclosed assets. Management considers both the adequacy of the collateral and the other resources of the borrower in determining the steps to be taken to collect nonaccrual loans. Alternatives that are considered are foreclosure, collecting on guarantees, restructuring the loan or collection lawsuits.

The following tabletables set forth the amount of the Bank’sCompany’s nonperforming assets ("NPA") as of the dates indicated. For purposes of the following table, “PCI – other” loans that are 90 days past due and still accruing are not considered nonperforming loans. “Performing nonaccrual loans” are loans that may be current for both principal and interest payments, or are less than 90 days past due, but for which payment in full of both principal and interest is not expected, and are not well secured and in the process of collection:

   September 30, 2017 
(dollars in thousands)  Originated  PNCI  PCI – cash basis  PCI – other  Total 

Performing nonaccrual loans

  $9,642  $1,999  $2,160  $5,031  $18,832 

Nonperforming nonaccrual loans

   2,046   1,027   49   —     3,122 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total nonaccrual loans

   11,688   3,026   2,209   5,031   21,954 

Originated and PNCI loans 90 days past due and still accruing

   —     —     —     —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total nonperforming loans

   11,688   3,026   2,209   5,031   21,954 

Noncovered foreclosed assets

   1,957   —     —     1,114   3,071 

Covered foreclosed assets

   —     —     —     —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total nonperforming assets

  $13,645  $3,026  $2,209  $6,145  $25,025 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

U.S. government, including its agencies and its government-sponsored agencies, guaranteed portion of nonperforming loans

  $425   —     —     —    $425 

Nonperforming assets to total assets

   0.29  0.06  0.05  0.13  0.54

Nonperforming loans to total loans

   0.45  0.98  100.0  36.47  0.75

Allowance for loan losses to nonperforming loans

   235  34  1  5  131

Allowance for loan losses, unamortized loan fees, and discounts to loan principal balances owed

   1.35  2.73  66.3  23.29  1.78

The following table set forth the amount of the Bank’s nonperforming assets as of the dates indicated. For purposes of the following table, “PCI – other” loans that are 90 days past due and still accruing are not considered nonperforming loans. “Performing nonaccrual loans” are loans that may be current for both principal and interest payments, or are less than 90 days past due, but for which payment in full of both principal and interest is not expected, and are not well secured and in the process of collection:

   December 31, 2016 
(dollars in thousands)  Originated  PNCI  PCI – cash basis  PCI – other  Total 

Performing nonaccrual loans

  $11,146  $2,131  $2,983  $1,417  $17,677 

Nonperforming nonaccrual loans

   1,748   703   —     —     2,451 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total nonaccrual loans

   12,894   2,834  $2,983  $1,417   20,128 

Originated loans 90 days past due and still accruing

   —     —     —     —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total nonperforming loans

   12,894   2,834  $2,983  $1,417   20,128 

Noncovered foreclosed assets

   2,277   —     —     1,486   3,763 

Covered foreclosed assets

   —     —     —     223   223 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total nonperforming assets

  $15,171  $2,834  $2,983  $3,126  $24,114 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

U.S. government, including its agencies and its government-sponsored agencies, guaranteed portion of nonperforming loans

  $911   —     —     —    $911 

Indemnified portion of covered foreclosed assets

   —     —     —    $218  $218 

Nonperforming assets to total assets

   0.34  0.06  0.07  0.07  0.53

Nonperforming loans to total loans

   0.55  0.75  100.00  6.42  0.73

Allowance for loan losses to nonperforming loans

   218  59  1  189  161

Allowance for loan losses, unamortized loan fees, and discounts to loan principal balances owed

   1.48  2.98  64.18  24.44  2.09

(dollars in thousands)March 31,
2020
December 31,
2019
Performing nonaccrual loans$11,900  $11,266  
Nonperforming nonaccrual loans6,055  5,579  
Total nonaccrual loans17,955  16,845  
Loans 90 days past due and still accruing—  11  
Total nonperforming loans17,955  16,856  
Foreclosed assets2,229  2,541  
Total nonperforming assets$20,184  $19,397  
Nonperforming assets to total assets0.31 %0.30 %
Nonperforming loans to total loans0.41 %0.39 %
Allowance for credit losses to nonperforming loans323 %182 %



Changes in nonperforming assets during the three months ended September 30, 2017

(dollars in thousands):  

Balance at

September 30,

2017

   

New

NPA

   

Advances/

Capitalized
Costs /

   

Pay-downs

/Sales

Upgrades

  Charge-offs/
Write-downs
  

Transfers to

Foreclosed

Assets

  

Category

Changes

  

Balance at

June 30,

2017

 

Real estate mortgage:

            

Residential

  $3,066   $1,144    —     $(43 $(60  —     183  $1,842 

Commercial

   12,349    3,323   $7    (486  (20  —     123   9,402 

Consumer

            

Home equity lines

   3,019    137    —      (448  (13  —     (210  3,553 

Home equity loans

   1,500    709    —      (103  (94 $(42  27   1,003 

Other consumer

   19    143    —      (24  (174  —     —     74 

Commercial (C&I)

   2,001    1,189    3    (332  (291  —     (123  1,555 

Construction:

            

Residential

   —      33      —     (33  —     —     —   

Commercial

   —          —     —     —     —     —   
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total nonperforming loans

   21,954    6,678    10    (1,436  (685  (42  —     17,429 

Noncovered foreclosed assets

   3,071    —      —      (325  (135  42   —     3,489 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total nonperforming assets

  $25,025   $6,678   $10   $(1,761 $(820  —     —    $20,918 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

March 31, 2020

(in thousands)Balance at
December 31, 2019
New NPA /
Valuation
Adjustments
Pay-downs
/Sales
/Upgrades
Charge-offs/ (1)
Write-downs
Transfers to
Foreclosed
Assets
Balance at
March 31, 2020
Real estate mortgage:
Residential$5,068  $985  $(388) $—  $—  $5,665  
Commercial5,203  311  (113) —  —  5,401  
Consumer
Home equity lines2,740  852  (236) —  —  3,356  
Home equity loans1,600  163  (136) —  —  1,627  
Other consumer51  113  (2) (23) —  139  
Commercial2,194  463  (510) (380) —  1,767  
Construction—  —  —  —  —  —  
Total nonperforming loans16,856  2,887  (1,385) (403) —  17,955  
Foreclosed assets2,541  (312) —  —  2,229  
Total nonperforming assets$19,397  $2,887  $(1,697) $(403) $—  $20,184  
(1) The table above does not include deposit overdraft charge-offs.

Nonperforming assets increased during the thirdfirst quarter of 20172020 by $4,107,000 (19.6%$779,000 (4.0%) to $25,025,000$20,184,000 at September 30, 2017March 31, 2020 compared to $20,918,000$19,397,000 at June 30, 2017.December 31, 2019. The increase in nonperforming assets during the thirdfirst quarter of 20172020 was primarily the result of new nonperforming loans of $6,678,000, and advances on nonperforming loans of $10,000, that$2,887,000, which were partially offset by sales or upgradespay-downs of nonperforming loans to performing status totaling $1,436,000, dispositions of foreclosed assets totaling $325,000, loan charge-offs of $685,000,$1,385,000 and write-downs on foreclosed assets of $135,000.

The $6,678,000 in new nonperforming$403,000.

Non performing loans added during the thirdfirst quarter of 2017 was comprised of increases of $1,144,000 on three2020 were primarily within residential real estate loans, $3,323,000 on five commercial real estate loans, $846,000 on 10and home equity lines, both of which are secured by residential estate. Residential non-performing added $985,000 and home equity lines added $852,000 during the quarter ended March 31, 2020. The new non performing loans $143,000 on 21 consumer loans, $1,189,000 on 15 C&I loans, and $33,000 onwere not concentrated amongst any one residential construction loan.

The $1,144,000 in new nonperforming residential real estate loans was primarily made up of oneborrower, with the largest individual loan totaling $320,000. Management is actively engaged in the amountcollection and recovery efforts for all nonperforming assets and believes that the specific loan loss reserves associated with these loans is sufficient as of $939,000 secured by a single family property in northern California. The $3,323,000 in new nonperforming CRE loans was primarily comprisedMarch 31, 2020.


50

Table of two loans secured by commercial office properties in northern California. The $1,189,000 in new nonperforming C&I loans was primarily comprised of four loans within a single relationship secured by general business assets in northern California. Related charge-offs are discussed below.

Contents

Loan charge-offs during the three months ended September 30, 2017

March 31, 2020 and March 31, 2019

In the third first quarter of 2017,2020, the Company recorded $685,000$403,000 in loan charge-offs and $176,000$107,000 in deposit overdraft charge-offs less $646,000$836,000 in loan recoveries and $55,000$56,000 in deposit overdraft recoveries resulting in $161,000$382,000 of net charge-offs. Primary causes of the loan charges taken in the third quarter of 2017 were gross charge-offs of $60,000 on two residential real estate loans, $20,000 on a single commercial real estate loan, $107,000 on six home equity lines and loans, $174,000 on 19 other consumer loans, $291,000 on four C&I loans and $33,000 on a single pool of Purchased Credit Impaired residential construction loans.

Totalrecoveries. Loan charge-offs were not concentrated within any single loan or borrower relationship and were comprised entirely of individual charges of less than $250,000 each. In the first quarter of 2019, the Company recorded $614,000 in loan charge-offs and $112,000 in deposit overdraft charge-offs, less $1,752,000 in loan recoveries and $56,000 in deposit overdraft recoveries, resulting in $1,082,000 of net charge-offs. Generally, losses are triggered bynon-performance by the borrower and calculated based on any difference between the current loan amount and the current value of the underlying collateral less any estimated costs associated with the disposition of the collateral.

Changes in nonperforming assets during the three months ended June 30, 2017

(dollars in thousands):  

Balance at

June 30,

2017

   

New

NPA

   

Advances/

Capitalized

Costs

   

Pay-downs

/Sales

/Upgrades

  

Charge-offs/

Write-downs

  

Transfers to

Foreclosed

Assets

  

Category

Changes

  

Balance at

March 31,

2017

 

Real estate mortgage:

            

Residential

  $1,842   $1,097    —     $(16  —     —     —    $761 

Commercial

   9,402    362    —      (3,085 $(150  —    $135   12,140 

Consumer

            

Home equity lines

   3,553    396   $360    (428  (13 $(462  —     3,700 

Home equity loans

   1,003    283    —      (35  (206  —     —     961 

Other consumer

   74    255    —      (6  (190  —     —     15 

Commercial (C&I)

   1,555    1,684    —      (1,139  (764  —    $(135  1,909 

Construction:

            

Residential

   —      1,071    —      (25  (1,071  —     —     25 

Commercial

   —      —      —      —     —     —     —     —   
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total nonperforming loans

   17,429    5,148    360    (4,734  (2,394  (462  —     19,511��

Noncovered foreclosed assets

   3,489    —      —      (545  43  $462   —     3,529 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total nonperforming assets

  $20,918   $5,148   $360   $(5,279 $(2,351  —     —    $23,040 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The table above does not include deposit overdraft charge-offs.

Nonperforming assets decreased during the second quarter of 2017 by $2,122,000 (9.2%) to $20,918,000 at June 30, 2017 compared to $23,040,000 at March 31, 2017. The decrease in nonperforming assets during the second quarter of 2017 was primarily the result of sales or upgrades of nonperforming loans to performing status totaling $4,734,000, dispositions of foreclosed assets totaling $545,000, and loan charge-offs of $2,394,000, that were partially offset by new nonperforming loans of $5,148,000, advances on nonperforming loans of $360,000, and an increase in foreclosed asset valuation of $43,000, the net result of $6,000 of write-downs and $49,000 of positive adjustments to foreclosed asset valuations.

The $5,148,000 in new nonperforming loans during the second quarter of 2017 was comprised of increases of $1,097,000 on two residential real estate loans, $362,000 on two commercial real estate loans, $679,000 on 11 home equity lines and loans, $255,000 on 27 consumer loans, $1,684,000 on 12 C&I loans, and $1,071,000 residential construction loans.

The $1,097,000 in new nonperforming residential real estate loans was primarily made up of one loan in the amount of $959,000 secured by a single family property in southern California. The $1,684,000 in new nonperforming C&I loans was primarily comprised of one loan in the amount of $361,000 secured by crop proceeds in northern California, and one loan in the amount of $363,000 secured by general business assets in northern California. Also, included in these new nonperforming assets during the three months ended June 30, 2017 were residential construction loans of $1,071,000, commercial loans of $424,000, and commercial real estate loans of $150,000; all of which were classified as PCI – other loans and accounted for using the pool method of accounting under ASC Topic310-30; and for which the related pools were resolved during the three months ended June 30, 2017 resulting in these fully reserved loan balances to be deemed uncollectable and simultaneously charged off. Related charge-offs are discussed below.

Loan charge-offs during the three months ended June 30, 2017

In the second quarter of 2017, the Company recorded $2,394,000 in loan charge-offs and $118,000 in deposit overdraft charge-offs less $377,000 in loan recoveries and $56,000 in deposit overdraft recoveries resulting in $2,079,000 of net charge-offs. Primary causes of the loan charges taken in the first quarter of 2017 were gross charge-offs of $150,000 on a single pool of PCI—other commercial real estate loans, $219,000 on five home equity lines and loans, $190,000 on 24 other consumer loans, $764,000 on five C&I loans and $1,071,000 on a single pool of Purchased Credit Impaired residential construction loans.

Total charge-offs were generally comprised of individual charges of less than $250,000 each with the exception of two during the quarter. Each of these charges was related to the resolution of a pool of Purchased Credit Impaired loans. One charge in the amount of $424,000 was related to C&I loans secured by general business assets in northern California, and the second in the amount of $1,071,000 was related to a pool of residential construction loans in northern California. Generally losses are triggered bynon-performance by the borrower and calculated based on any difference between the current loan amount and the current value of the underlying collateral less any estimated costs associated with the disposition of the collateral.    

Changes in nonperforming assets during the three months ended March 31, 2017

(dollars in thousands):  Balance at
March 31,
2017
   New
NPA
   Advances/
Capitalized
Costs
   

Pay-downs
/Sales

/Upgrades

  Charge-offs/
Write-downs
  Transfers to
Foreclosed
Assets
  Category
Changes
  Balance at
December 31,
2016
 

Real estate mortgage:

            

Residential

  $761   $345    —     $(33  —     —     $449 

Commercial

   12,140    1,712    —      (380  —    $(85  —     10,893 

Consumer

            

Home equity lines

   3,700    —      —      (1,107 $(71  —    $(59  4,937 

Home equity loans

   961    199    —      (136  (31  —     59   870 

Other consumer

   15    57    —      (9  (71  —     —     38 

Commercial (C&I)

   1,909    129    —      (1,017  (133  —     —     2,930 

Construction:

            

Residential

   25    14    —      —     —     —     —     11 

Commercial

   —      —      —      —     —     —     —     —   
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total nonperforming loans

   19,511    2,456    —      (2,682  (306  (85  —     20,128 

Noncovered foreclosed assets

   3,529    —      —      (385  66   85   —     3,763 

Covered foreclosed assets

   —      —      —      (223  —     —     —     223 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total nonperforming assets

  $23,040   $2,456    —     $(3,290 $240   —     —    $24,114 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The table above does not include deposit overdraft charge-offs.

Nonperforming assets decreased during the first quarter of 2017 by $1,074,000 (4.5%) to $23,040,000 at March 31, 2017 compared to $24,114,000 at December 31, 2016. The decrease in nonperforming assets during the first quarter of 2017 was primarily the result of sales or upgrades of nonperforming loans to performing status totaling $2,682,000, dispositions of foreclosed assets totaling $608,000, loan charge-offs of $306,000, and write-downs on foreclosed assets totaling $22,000, that were partially offset by new nonperforming loans of $2,456,000, and an increase in foreclosed asset valuation of $66,000, the net result of $22,000 of write-downs and $88,000 of positive adjustments to foreclosed asset valuations.

The $2,456,000 in new nonperforming loans during the first quarter of 2017 was comprised of increases of $345,000 on three residential real estate loans, $1,712,000 on one commercial real estate loan, $199,000 on three home equity lines and loans, $57,000 on 10 consumer loans, $129,000 on two C&I loans, and $14,000 on a single residential construction loan.

The $1,712,000 in new nonperforming commercial real estate loans was entirely comprised of one loan secured by a commercial mini storage facility in central California. Related charge-offs are discussed below.

Loan charge-offs during the three months ended March 31, 2017

In the first quarter of 2017, the Company recorded $306,000 in loan charge-offs and $103,000 in deposit overdraft charge-offs less $406,000 in loan recoveries and $74,000 in deposit overdraft recoveries resulting in $71,000 of net recoveries. Primary causes of the loan charges taken in the first quarter of 2017 were gross charge-offs of $102,000 on five home equity lines and loans, $71,000 on 12 other consumer loans, and $133,000 on five C&I loans.

Total charge-offs were generally comprised of individual charges of less than $250,000 each. Generally losses are triggered bynon-performance by the borrower and calculated based on any difference between the current loan amount and the current value of the underlying collateral less any estimated costs associated with the disposition of the collateral.

Allowance for Loan Losses

The Company’s allowance for loan losses is comprised of allowances for originated, PNCI and PCI loans. All such allowances are established through a provision for loan losses charged to expense.

Originated and PNCI loans, and deposit related overdrafts are charged against the allowance for originated loan losses when Management believes that the collectability of the principal is unlikely or, with respect to consumer installment loans, according to an established delinquency schedule. The allowances for originated and PNCI loan losses are amounts that Management believes will be adequate to absorb probable losses inherent in existing originated loans, based on evaluations of the collectability, impairment and prior loss experience of those loans and leases. The evaluations take into consideration such factors as changes in the nature and size of the portfolio, overall portfolio quality, loan concentrations, specific problem loans, and current economic conditions that may affect the borrower’s ability to pay. The Company defines an originated or PNCI loan as impaired when it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired originated and PNCI loans are measured based on the present value of expected future cash flows discounted at the loan’s original effective interest rate. As a practical expedient, impairment may be measured based on the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. When the measure of the impaired loan is less than the recorded investment in the loan, the impairment is recorded through a valuation allowance.    

In situations related to originated and PNCI loans where, for economic or legal reasons related to a borrower’s financial difficulties, the Company grants a concession for other than an insignificant period of time to the borrower that the Company would not otherwise consider, the related loan is classified as a troubled debt restructuring (TDR). The Company strives to identify borrowers in financial difficulty early and work with them to modify to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or

repossession of the collateral. In cases where the Company grants the borrower new terms that provide for a reduction of either interest or principal, the Company measures any impairment on the restructuring as noted above for impaired loans. TDR loans are classified as impaired until they are fully paid off or charged off. Loans that are in nonaccrual status at the time they become TDR loans, remain in nonaccrual status until the borrower demonstrates a sustained period of performance which the Company generally believes to be six consecutive months of payments, or equivalent. Otherwise, TDR loans are subject to the same nonaccrual andcharge-off policies as noted above with respect to their restructured principal balance.

Credit risk is inherent in the business of lending. As a result, the Company maintains an allowance for loan losses to absorb losses inherent in the Company’s originated and PNCI loan portfolios. These are maintained through periodic charges to earnings. These charges are included in the Consolidated Income Statements as provision for loan losses. All specifically identifiable and quantifiable losses are immediately charged off against the allowance. However, for a variety of reasons, not all losses are immediately known to the Company and, of those that are known, the full extent of the loss may not be quantifiable at that point in time. The balance of the Company’s allowances for originated and PNCI loan losses are meant to be an estimate of these unknown but probable losses inherent in these portfolios.

The Company formally assesses the adequacy of the allowance for originated and PNCI loan losses on a quarterly basis. Determination of the adequacy is based on ongoing assessments of the probable risk in the outstanding originated and PNCI loan portfolios, and to a lesser extent the Company’s originated and PNCI loan commitments. These assessments include the periodicre-grading of credits based on changes in their individual credit characteristics including delinquency, seasoning, recent financial performance of the borrower, economic factors, changes in the interest rate environment, growth of the portfolio as a whole or by segment, and other factors as warranted. Loans are initially graded when originated or acquired. They arere-graded as they are renewed, when there is a new loan to the same borrower, when identified facts demonstrate heightened risk of nonpayment, or if they become delinquent.Re-grading of larger problem loans occurs at least quarterly. Confirmation of the quality of the grading process is obtained by independent credit reviews conducted by consultants specifically hired for this purpose and by various bank regulatory agencies.

The Company’s method for assessing the appropriateness of the allowance for originated and PNCI loan losses includes specific allowances for impaired loans and leases, formula allowance factors for pools of credits, and allowances for changing environmental factors (e.g., interest rates, growth, economic conditions, etc.). Allowance factors for loan pools are based on historical loss experience by product type and prior risk rating. Allowances for impaired loans are based on analysis of individual credits. Allowances for changing environmental factors are Management’s best estimate of the probable impact these changes have had on the originated or PNCI loan portfolio as a whole. The allowances for originated and PNCI loans are included in the allowance for loan losses.

As noted above, the allowances for originated and PNCI loan losses consists of a specific allowance, a formula allowance, and an allowance for environmental factors. The first component, the specific allowance, results from the analysis of identified credits that meet management’s criteria for specific evaluation. These loans are reviewed individually to determine if such loans are considered impaired. Impaired loans are those where management has concluded that it is probable that the borrower will be unable to pay all amounts due under the original contractual terms. Impaired loans are specifically reviewed and evaluated individually by management for loss potential by evaluating sources of repayment, including collateral as applicable, and a specified allowance for loan losses is established where necessary.

The second component of the allowance for originated and PNCI loan losses, the formula allowance, is an estimate of the probable losses that have occurred across the major loan categories in the Company’s originated and PNCI loan portfolios. This analysis is based on loan grades by pool and the loss history of these pools. This analysis covers the Company’s entire originated and PNCI loan portfolios including unused commitments but excludes any loans that were analyzed individually and assigned a specific allowance as discussed above. The total amount allocated for this component is determined by applying loss estimation factors to outstanding loans and loan commitments. The loss factors were previously based primarily on the Company’s historical loss experience tracked over a five-year period and adjusted as appropriate for the input of current trends and events. Because historical loss experience varies for the different categories of originated loans, the loss factors applied to each category also differed. In addition, there is a greater chance that the Company would suffer a loss from a loan that was risk rated less than satisfactory than if the loan was last graded satisfactory. Therefore, for any given category, a larger loss estimation factor was applied to less than satisfactory loans than to those that the Company last graded as satisfactory. The resulting formula allowance was the sum of the allocations determined in this manner.

The third component of the allowances for originated and PNCI loan losses, the environmental factor allowance, is a component that is not allocated to specific loans or groups of loans, but rather is intended to absorb losses that may not be provided for by the other components.

There are several primary reasons that the other components discussed above might not be sufficient to absorb the losses present in the originated and PNCI loan portfolios, and the environmental factor allowance is used to provide for the losses that have occurred because of them.

The first reason is that there are limitations to any credit risk grading process. The volume of originated and PNCI loans makes it impractical tore-grade every loan every quarter. Therefore, it is possible that some currently performing originated or PNCI loans not recently graded will not be as strong as their last grading and an insufficient portion of the allowance will have been allocated to them. Grading and loan review often must be done without knowing whether all relevant facts are at hand. Troubled borrowers may deliberately or inadvertently omit important information from reports or conversations with lending officers regarding their financial condition and the diminished strength of repayment sources.

The second reason is that the loss estimation factors are based primarily on historical loss totals. As such, the factors may not give sufficient weight to such considerations as the current general economic and business conditions that affect the Company’s borrowers and specific industry conditions that affect borrowers in that industry. The factors might also not give sufficient weight to other environmental factors such as changing economic conditions and interest rates, portfolio growth, entrance into new markets or products, and other characteristics as may be determined by Management.

Specifically, in assessing how much environmental factor allowance needed to be provided, management considered the following:

with respect to the economy, management considered the effects of changes in GDP, unemployment, CPI, debt statistics, housing starts, home affordability, and other economic factors which serve as indicators of economic health and trends and which may have an impact on the performance of our borrowers, and

with respect to changes in the interest rate environment, management considered the recent changes in interest rates and the resultant economic impact it may have had on borrowers with high leverage and/or low profitability; and

with respect to changes in energy prices, management considered the effect that increases, decreases or volatility may have on the performance of our borrowers, and

with respect to loans to borrowers in new markets and growth in general, management considered the relatively short seasoning of such loans and the lack of experience with such borrowers, and

with respect to loans that have not yet been identified as impaired, management considered the volume and severity of past due loans, and

with respect to concentrations within the portfolio, management considered the risk introduced by concentrations among specific segments of the portfolio, underlying collateral types, borrowers or group of borrowers, and geographic areas.

Each of these considerations was assigned a factor and applied to a portion or the entire originated and PNCI loan portfolios. Since these factors are not derived from experience and are applied to largenon-homogeneous groups of loans, they are available for use across the portfolio as a whole.

Acquired loans are valued as of their acquisition date in accordance with FASB ASC Topic 805,Business Combinations. Loans purchased with evidence of credit deterioration since origination for which it is probable that all contractually required payments will not be collected are referred to as purchased credit impaired (PCI) loans. PCI loans are accounted for under FASB ASC Topic310-30,Loans and Debt Securities Acquired with Deteriorated Credit Quality. In addition, because of the significant credit discounts associated with the loans acquired in the Granite acquisition, the Company elected to account for all loans acquired in the Granite acquisition under FASB ASC Topic310-30, and classify them all as PCI loans. Under FASB ASC Topic 805 and FASB ASC Topic310-30, PCI loans are recorded at fair value at acquisition date, factoring in credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for loan losses is not carried over or recorded as of the acquisition date. Fair value is defined as the present value of the future estimated principal and interest payments of the loan, with the discount rate used in the present value calculation representing the estimated effective yield of the loan. The difference between contractual future payments and estimated future payments is referred to as the nonaccretable difference. The difference between estimated future payments and the present value of the estimated future payments is referred to as the accretable yield. The accretable yield represents the amount that is expected to be recorded as interest income over the remaining life of the loan. If after acquisition, the Company determines that the future cash flows of a PCI loan are expected to be more than the originally estimated, an increase in the discount rate (effective yield) would be made such that the newly increased accretable yield would be recognized, on a level yield basis, over the remaining estimated life of the loan. If after acquisition, the Company determines that the future cash flows of a PCI loan are expected to be less than the previously estimated, the discount rate would first be reduced until the present value of the reduced cash flow estimate equals the previous present value however, the discount rate may not be lowered below its original level. If the discount rate has been lowered to its original level and the present value has not been sufficiently lowered, an allowance for loan loss would be established through a provision for loan losses charged to expense to decrease the present value to the required level. If the estimated cash flows improve after an allowance has been established for a loan, the allowance may be partially or fully reversed depending on the improvement in the estimated cash flows. Only after the allowance has been fully reversed may the discount rate be increased.    PCI loans are put on nonaccrual status when cash flows cannot be reasonably estimated. PCI loans are charged off when evidence suggests cash flows are not recoverable.    Foreclosed assets from PCI loans are recorded in foreclosed assets at fair value with the fair value at time of foreclosure representing cash flow from the loan. ASC310-30 allows PCI loans with similar risk characteristics and acquisition time frame to be “pooled” and have their cash flows aggregated as if they were one loan.

The Components of the Allowance for LoanCredit Losses

for Loans

The following table sets forth the allowance for loancredit losses as of the dates indicated:

   September 30,  December 31, 
(dollars in thousands)  2017  2016 

Allowance for originated and PNCI loan losses:

   

Specific allowance

  $2,140  $2,046 

Formula allowance

   16,469   17,485 

Environmental factors allowance

   9,851   10,275 
  

 

 

  

 

 

 

Allowance for originated and PNCI loan losses

   28,460   29,806 

Allowance for PCI loan losses

   287   2,697 
  

 

 

  

 

 

 

Allowance for loan losses

  $28,747  $32,503 
  

 

 

  

 

 

 

Allowance for loan losses to loans

   0.98  1.18

(dollars in thousands)March 31,
2020
December 31,
2019
Allowance for credit losses:
Qualitative and forecast factor allowance$30,255  $12,146  
Cohort model allowance reserves26,694  17,529  
Total allowance for credit losses56,949  29,675  
Allowance for individually evaluated loans962  935  
Allowance for PCD loan losses—                n/a
Allowance for PCI loan losses              n/a 
Total allowance for credit losses$57,911  $30,616  
Allowance for credit losses for loans1.32 %0.71 %
For additional information regarding the allowance for loan losses, including changes in specific, formula, and environmental factors allowance categories, seeProvision forAsset Quality and Loan Losses”Loss Provisioning” at“Results of Operations” and“Allowance for Loan Losses”, above. Based on the current conditions of the loan portfolio, management believes that the $28,747,000$57,911,000 allowance for loan losses at September 30, 2017March 31, 2020 is adequate to absorb probable incurred losses inherent in the Bank’s loan portfolio. No assurance can be given, however, that adverse economic conditions or other circumstances will not result in increased losses in the portfolio.

The following table summarizes the allocation of the allowance for loancredit losses between loan types as of the dates indicated:

(in thousands)  September 30,
2017
   December 31,
2016
 

Real estate mortgage

  $13,588   $14,264 

Consumer

   8,302    10,312 

Commercial

   4,802    5,831 

Real estate construction

   2,055    2,096 
  

 

 

   

 

 

 

Total allowance for loan losses

  $28,747   $32,503 
  

 

 

   

 

 

 

The following table summarizes the allocation of the allowance for loan losses between loan types as aand by percentage of the total allowance for loan losses as of the dates indicated:

   September 30,
2017
  December 31,
2016
 

Real estate mortgage

   47.3  43.9

Consumer

   28.9  31.7

Commercial

   16.7  17.9

Real estate construction

   7.1  6.5
  

 

 

  

 

 

 

Total allowance for loan losses

   100.0  100.0
  

 

 

  

 

 

 

March 31, 2020December 31, 2019
Real estate mortgage$34,902  60.3 %$14,301  46.8 %
Consumer13,942  24.1 %7,778  25.4 %
Commercial4,472  7.7 %5,149  16.8 %
Real estate construction4,595  7.9 %3,388  11.0 %
Total allowance for credit losses$57,911  100.0 %$30,616  100.0 %
The following table summarizes the allocation of the allowance for loancredit losses as a percentage of the total loans for each loan category as of the dates indicated:

   September 30,
2017
  December 31,
2016
 

Real estate mortgage

   0.62  0.68

Consumer

   2.30  2.80

Commercial

   2.11  2.69

Real estate construction

   1.39  1.71
  

 

 

  

 

 

 

Total allowance for loan losses

   0.98  1.18
  

 

 

  

 

 

 

March 31, 2020December 31, 2019
Real estate mortgage$3,422,440  1.02 %$3,328,290  0.43 %
Consumer428,313  3.26 %445,542  1.75 %
Commercial285,830  1.56 %283,707  1.81 %
Real estate construction242,479  1.90 %249,827  1.36 %
Total allowance for credit losses$4,379,062  1.32 %$4,307,366  0.71 %
51

Table of Contents
The following tables summarizetable summarizes the activity in the allowance for loancredit losses reserve for unfunded commitments, and allowance for losses (which is comprised of the allowance for loan losses and the reserve for unfunded commitments) for the periods indicated (dollars in thousands):

   Three months ended September 30,  Nine months ended September 30, 
   2017  2016  2017  2016 

Allowance for loan losses:

     

Balance at beginning of period

  $28,143  $35,509  $32,503  $36,011 

Benefit from reversal of provision for loan losses

   765   (3,973  (1,588  (4,537

Loans charged off:

     

Real estate mortgage:

     

Residential

   (60  (50  (60  (212

Commercial

   (20  —     (170  (793

Consumer:

     

Home equity lines

   (14  (122  (98  (450

Home equity loans

   (94  (25  (331  (118

Other consumer

   (349  (160  (831  (600

Commercial

   (291  (307  (1,188  (421

Construction:

     

Residential

   (33  —     (1,104  —   

Commercial

   —     —      —   
  

 

 

  

 

 

  

 

 

  

 

 

 

Total loans charged off

   (861  (664  (3,782  (2,594

Recoveries of previouslycharged-off loans:

     

Real estate mortgage:

     

Residential

   —     391   —     618 

Commercial

   238   20   365   902 

Consumer:

     

Home equity lines

   189   1,580   487   1,921 

Home equity loans

   121   429   146   501 

Other consumer

   91   107   300   338 

Commercial

   61   85   315   323 

Construction:

     

Residential

   —     —      —   

Commercial

   —     —     1   1 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total recoveries of previously charged off loans

   700   2,612   1,614   4,604 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net (charge-offs) recoveries

   (161  1,948   (2,168  2,010 
  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at end of period

  $28,747  $33,484  $28,747  $33,484 
  

 

 

  

 

 

  

 

 

  

 

 

 
   Three months ended September 30,  Nine months ended September 30, 
   2017  2016  2017  2016 

Reserve for unfunded commitments:

     

Balance at beginning of period

  $2,599  $2,635  $2,719  $2,475 

Provision for losses – unfunded commitments

   390   273   270   433 
  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at end of period

  $2,989  $2,908  $2,989  $2,908 
  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at end of period:

     

Allowance for loan losses

    $28,747  $33,484 

Reserve for unfunded commitments

     2,989   2,908 
    

 

 

  

 

 

 

Allowance for loan losses and Reserve for unfunded commitments

    $31,736  $36,392 
    

 

 

  

 

 

 

As a percentage of total loans at end of period:

     

Allowance for loan losses

     0.98  1.23

Reserve for unfunded commitments

     0.10  0.11
    

 

 

  

 

 

 

Allowance for loan losses and Reserve for unfunded commitments

     1.08  1.34
    

 

 

  

 

 

 

Average total loans

  $2,878,944  $2,669,954  $2,807,453  $2,596,175 

Ratios (annualized):

     

Net charge-offs during period to average loans outstanding during period

   0.02  (0.29)%   0.10  (0.10)% 

Provision (benefit from reversal of provision) for loan losses to average loans outstanding

   0.11  (0.60)%   (0.08)%   (0.23)% 

Three months ended
March 31,
(in thousands)20202019
Allowance for credit losses:
Balance at beginning of period$30,616  $32,582  
Impact of adoption from ASU 2016-1318,913  —  
Provision for (reversal of) loan losses8,000  (1,600) 
Loans charged-off:
Real estate mortgage:
Residential—  —  
Commercial—  —  
Consumer:
Home equity lines—  —  
Home equity loans—  —  
Other consumer(130) (207) 
Commercial(380) (519) 
Construction:
Residential—  —  
Commercial—  —  
Total loans charged-off(510) (726) 
Recoveries of previously charged-off loans:
Real estate mortgage:
Residential410   
Commercial194  1,381  
Consumer:
Home equity lines33  95  
Home equity loans15  87  
Other consumer94  75  
Commercial146  168  
Construction:
Residential—  —  
Commercial—  —  
Total recoveries of previously charged-off loans892  1,808  
Net recoveries382  1,082  
Balance at end of period$57,911  $32,064  
Average total loans$4,329,357  $4,023,864  
Ratios (annualized):
Net recoveries during period to average loans outstanding during period0.04 %(0.11)%
(Benefit from reversal of) provision for loan losses to average loans outstanding during period0.74 %(0.16)%

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Foreclosed Assets, Net of Allowance for Losses

The following tables detail the components and summarize the activity in foreclosed assets, net of allowances for losses for the period indicated (dollars in thousands):                

(dollars in thousands):  Balance at
September 30,
2017
   New
NPA
   Advances/
Capitalized
Costs/Other
   Sales  Valuation
Adjustments
  Transfers
from Loans
   Category
Changes
   Balance at
June 30,
2017
 

Noncovered:

              

Land & Construction

  $1,405    —      —      —    $(92  —      —     $1,497 

Residential real estate

   1,386    —      —     $(326  (42  42    —      1,712 

Commercial real estate

   280    —      —      —     —     —      —      280 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total noncovered

   3,071    —      —      (326  (134  42    —      3,489 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total foreclosed assets

  $3,071    —      —     $(326 $(134 $42    —     $3,489 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 
(dollars in thousands):  Balance at
June 30,
2017
   New
NPA
   Advances/
Capitalized
Costs/Other
   Sales  Valuation
Adjustments
  Transfers
from Loans
   Category
Changes
   Balance at
March 31,
2017
 

Noncovered:

              

Land & Construction

  $1,497    —      —      —     —     —      —     $1,497 

Residential real estate

   1,712    —      —      —    $(6 $511    —      1,207 

Commercial real estate

   280    —      —     $(545  (88  88    —      825 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total noncovered

   3,489    —      —      (545  (94  599    —      3,529 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total foreclosed assets

  $3,489    —      —     $(545 $(94 $599    —     $3,529 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 
(dollars in thousands):  Balance
at March 31,
2017
   New
NPA
   Advances/
Capitalized
Costs/Other
   Sales  Valuation
Adjustments
  Transfers
from Loans
   Category
Changes
   Balance at
December 31,
2016
 

Noncovered:

              

Land & Construction

  $1,497    —      —     $(15  —     —      —     $1,512 

Residential real estate

   1,207    —      —      (234  —     —      —      1,441 

Commercial real estate

   825    —      —      (136 $66  $85    —      810 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total noncovered

   3,529    —      —      (385  66   85    —      3,763 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Covered:

              

Land & Construction

   —      —      —      —     —     —      —      —   

Residential real estate

   —      —      —      (223  —     —      —      223 

Commercial real estate

   —      —      —      —     —     —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total covered

   —      —      —      (223  —     —      —      223 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total foreclosed assets

  $3,529    —      —     $(608 $66  $85    —     $3,986 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Premises and Equipment

Premises and equipment were comprised of:

   September 30,
2017
   December 31,
2016
 
   (In thousands) 

Land & land improvements

  $10,021   $9,522 

Buildings

   43,860    42,345 

Furniture and equipment

   34,530    31,428 
  

 

 

   

 

 

 
   88,411    83,295 

Less: Accumulated depreciation

   (39,892   (37,412
  

 

 

   

 

 

 
   48,519    45,883 

Construction in progress

   6,476    2,523 
  

 

 

   

 

 

 

Total premises and equipment

  $54,995   $48,406 
  

 

 

   

 

 

 

indicated:

(in thousands)Balance at
December 31,
2019
SalesValuation
Adjustments
Transfers
from Loans
Balance at
March 31,
2020
Land & Construction$312  $(312) $—  $—  $—  
Residential real estate1,048  —  —  —  1,048  
Commercial real estate1,181  —  —  —  1,181  
Total foreclosed assets$2,541  $(312) $—  $—  $2,229  

Deposits
During the nine months ended September 30, 2017, premises and equipment increased $6,589,000 due to purchases of $10,874,000, that were partially offset by depreciation of $4,224,000 and disposals of premises and equipment with net book value of $61,000.

Intangible Assets

Intangible assets at were comprised of the following as of the dates indicated:

(In thousands)  September 30,
2017
   December 31,
2016
 

Core-deposit intangible

  $5,513   $6,563 

Goodwill

   64,311    64,311 
  

 

 

   

 

 

 

Total intangible assets

  $69,824   $70,874 
  

 

 

   

 

 

 

The core-deposit intangible assets resulted from the Bank’s acquisition of three bank branches from Bank of America on March 18, 2016, North Valley Bancorp in 2014, Citizens in 2011, and Granite in 2010. The goodwill intangible asset includes $849,000 from the acquisition of three bank branches from Bank of America on March 18, 2016, $47,943,000 from the North Valley Bancorp acquisition in 2014, and $15,519,000 from the North State National Bank acquisition in 2003. Amortization of core deposit intangible assets amounting to $339,000

and $359,000 was recorded during the three months ended September 30, 2017 and 2016, respectively. Amortization of core deposit intangible assets amounting to $1,050,000 and $1,017,000 was recorded during the nine months ended September 30, 2017 and 2016, respectively.

Investment in Low Income Housing Tax Credit Funds

During the three and nine month periods ended September 30, 2017, the Company’s investment in low income housing tax credit funds, recorded in other assets, decreased $366,000 and $1,012,000, respectively, to $17,453,000 due amortization of such investments. The Company’s investment in low income housing tax credit funds is recorded in other assets. During the three and nine month periods ended September 30, 2017, the Company made capital contributions of $903,000 and $3,737,000, respectively, to several of its five existing low income housing tax credit fund investments reducing its commitment for future capital contributions to $11,439,000 at September 30, 2017. This commitment for low income housing tax credit funds is recorded in other liabilities.

Deposits

During the nine months ended September 30, 2017,March 31, 2020, the Company’s deposits increased $31,896,000 (0.8%)$35,704,000 to $3,927,456,000.$5,402,698,000. Included in the September 30, 2017March 31, 2020 and December 31, 20162019 certificate of deposit balances are $50,000,000$30,000,000, respectively, from the State of California. The BankCompany participates in a deposit program offered by the State of California whereby the State may make deposits at the Bank’sCompany’s request subject to collateral and creditworthiness constraints. The negotiated rates on these State deposits are generally more favorable than other wholesale funding sources available to the Bank. Company.

Off-Balance Sheet Arrangements
See Note 13 to the condensed consolidated financial statements at Item 1 of Part I of this report for more information about the Company’s deposits.

Long-Term Debt

See Note 16 to the condensed consolidated financial statements at Item 1 of Part I of this report for information about the Company’s other borrowings, including long-term debt.

Junior Subordinated Debt

See Note 17 to the condensed consolidated financial statements at Item 1 of Part I of this report for information about the Company’s junior subordinated debt.

Off-Balance Sheet Arrangements

See Note 187 to the condensed consolidated financial statements at Item 1 of Part I of this report for information about the Company’s commitments and contingenciesincludingcontingencies including off-balance-sheet arrangements.

Capital Resources

The current and projected capital position of the Company and the impact of capital plans and long-term strategies are reviewed regularly by Management.

The Company adopted and announced a stock

On November 12, 2019 the Board of Directors approved the authorization to repurchase plan on August 21, 2007 for the repurchase of up to 500,0001,525,000 shares of the Company’sCompany's common stock from time to time as market conditions allow. The 500,000 shares authorized for repurchase under this plan represented approximately 3.2%(the 2019 Repurchase Plan), which approximates 5.0% of the Company’s approximately 15,815,000 common shares outstanding as of August 21, 2007. During the nine monthsapproval date. The actual timing of any share repurchases will be determined by the Company's management and therefore the total value of the shares to be purchased under the program is subject to change. The 2019 Repurchase Plan has no expiration date. For the quarter ended September 30, 2017,March 31, 2020, the Company did not repurchase anyrepurchased 553,869 shares under this plan. This plan has no stated expiration date for the repurchases. Aswith a market value of September 30, 2017, the Company had repurchased 166,600 shares under this plan, which left 333,400 shares available for repurchase under the plan. Shares that are repurchased in accordance with the provisions of a Company stock option plan or equity compensation plan are not counted against the number of shares repurchased under the repurchase plan adopted on August 21, 2007.

$17,139,000.

The Company’s primary capital resource is shareholders’ equity, which was $506,733,000$866,426,000 at September 30, 2017.March 31, 2020. This amount represents an increasea decrease of $29,386,000 (6.2%$40,144,000 (4.4%) from December 31, 2016,2019, the net result of comprehensive incomeloss for the three month period of $40,866,000, the effect of equity compensation vesting of $1,184,000, and the exercise of stock options of $2,418,000, that were partially offset by$19,910,0000, dividends paid of $11,228,000,$6,664,000, and repurchase of common stock of $3,854,000.under the repurchase program discussed above totaling $17,139,000. The Company’s ratio of equity to total assets was 10.9%13.4% and 10.6%14.0% as of September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively. We believe that the Company and the Bank were in compliance with applicable minimum capital requirements set forth in the final Basel III Capital rules as of September 30, 2017.March 31, 2020. The following summarizes the Company’s ratios of capital to risk-adjusted assets as of the dates indicated:

   September 30, 2017  December 31, 2016 
      Minimum     Minimum 
      Regulatory     Regulatory 
   Ratio  Requirement  Ratio  Requirement 

Total capital

   14.42  9.250  14.77  8.625

Tier I capital

   13.55  7.250  13.74  6.625

Common equity Tier 1 capital

   12.06  5.750  12.17  5.125

Leverage

   10.98  4.000  10.62  4.000

March 31, 2020December 31, 2019
RatioMinimum
Regulatory
Requirement
RatioMinimum
Regulatory
Requirement
Total capital15.12 %10.50 %15.07 %9.25 %
Tier I capital13.92 %8.50 %14.40 %7.25 %
Common equity Tier 1 capital12.82 %7.00 %13.29 %5.75 %
Leverage11.22 %4.00 %11.55 %4.00 %
See Note 198 and Note 2914 to the condensed consolidated financial statements at Item 1 of Part I of this report for additional information about the Company’s capital resources.


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Liquidity

The Bank’sCompany’s principal source of asset liquidity is cash at the Federal Reserve Bank of San Francisco (“Federal Reserve”) and other banks and marketable investment securities available for sale. At September 30, 2017,March 31, 2020, cash at Federal Reserve and other banks in excess of reserve requirements and investment securities available for sale totaled $787,044,000,$1,001,196,000, or 16.9%15.7% of total assets, representing an increase of $9,382,000 (1.2%) from $777,662,000, or 17.2% of total assets at December 31, 2016. This increase in cash and securities available for sale is due mainly to increases in deposits and other borrowings, cash from operations and the maturity of held to maturity securities that were substantially offset by loan growth during the nine months ended September 30, 2017.assets. The Company’s profitability during the first ninethree months of 20172020 generated cash flows from operations of $45,817,000$33,547,000 compared to $38,884,000$22,055,000 during the first ninethree months of 2016. Maturities of investment securities produced cash inflows of $111,615,000 during the nine months ended September 30, 2017 compared to $131,387,000 during the nine months ended September 30, 2016. During the nine months ended September 30, 2017, the Company invested in securities totaling $195,465,000 and net loan principal increases of $174,914,000 compared to $160,787,000 invested in securities and $220,869,000 net loan principal increases, respectively, during the first nine months of 2016. Proceeds from the sale of loans other than loans originated for sale accounted for $32,029,000 of investing sources of funds during the nine months ended September 30, 2016. Proceeds from the sale of foreclosed assets accounted for $1,787,000 and $3,375,000 of investing sources of funds during the nine months ended September 30, 2017 and 2016, respectively. Proceeds from the sale of premises held for sale accounted for $3,338,000 of investing sources of funds during the nine months ended September 30, 2017. The acquisition of three bank branches and the assumption of $161,231,000 of associated deposit balances, from Bank of America on March 18, 2016, accounted for $156,316,000 of investing sources of funds during the nine months ended September 30, 2016. These changes in investment and loan balances, proceeds from sale of foreclosed assets and premises held for sale, and the acquisition of branches and associated deposits, contributed to net2019. Net cash used by investing activities of $263,864,000 duringwas $136,424,000 for the ninethree months ended September 30, 2017,March 31, 2020, compared to net cash provided by investing activities of $67,366,000$14,867,000 during the ninethree months ended September 30, 2016.ending 2019. Financing activities provided net cash of $100,469,000$12,748,000 during the ninethree months ended September 30, 2017,March 31, 2020, compared to net cash used by financing activities of $40,109,000$54,253,000 during the ninethree months ended September 30, 2016.March 31, 2019. Deposit balance increases accounted for $31,896,000 and $43,515,000 of financing uses of fundschanges increased available liquidity by $35,704,000 during the ninethree months ended September 30, 2017 and 2016, respectively. Net changes in other borrowings accountedMarch 31, 2020, compared to an increase of $63,796,000 for $81,237,000 and $6,907,000 of financing sources of fundsactivity during the nine months ended September 30, 2017 and 2016, respectively.the same period in 2019. Dividends paid used $11,228,000$6,664,000 and $10,265,000$5,782,000 of cash during the ninethree months ended September 30, 2017March 31, 2020 and 2016,2019, respectively. The Company’s liquidity is dependent on dividends received from the Bank. Dividends from the Bank are subject to certain regulatory restrictions.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

The

Based on the changes in interest rates occurring subsequent to December 31, 2019, the following update of the Company’s assessment of market risk as of September 30, 2017 indicates there are no materialMarch 31, 2020 is being provided. These updates and changes should be read in conjunction with the additional quantitative and qualitative disclosures from those in our Annual Report on Form10-K for the year ended December 31, 2016

2019.

Subsequent to December 31, 2019, declines in several market interest rates, including many rates that serve as reference indices for variable rate loans declined markedly from previous levels. As of December 31, 2019 the Company's loan portfolio consisted of approximately $4,346,723,000 in outstanding principal with a weighted average rate of 4.89%. As of March 31, 2020 the Company's loan portfolio consisted of approximately $4,420,889,000 in outstanding principal balances with weighted average rate of 4.80%. Included in this March 31, 2020 total are variable rate loans totaling $2,948,076,000 of which 81.2% or $2,394,323,000 were at their floor rate. The remaining variable rate loans totaling $553,753,000, which carried a weighted average rate of 5.37% as of March 31, 2020, are subject to further rate adjustment. If those remaining variable rate loans were to collectively, through future rate adjustments, be reduced to their respective floors, they would have a weighted average rate of approximately 4.40% which would result in the reduction of the weighted average rate of the total loan portfolio from 4.80% to approximately 4.70%.
As of March 31, 2020 the overnight Federal funds rate, the rate primarily used in these interest rate shock scenarios, was less than 1.00%. Based on the historical nature of these rates in the United States not falling below zero, management believes that a shock scenario that reduces interest rates below zero would not provide meaningful results and therefore, have not been modeled. These scenarios assume that 1) interest rates increase or decrease evenly (in a “ramp” fashion) over a twelve-month
period and remain at the new levels beyond twelve months or 2) that interest rates change instantaneously (“shock”). The simulation results shown below assume no changes in the structure of the Company’s balance sheet over the twelve months being measured.

The following table summarizes the estimated effect on net interest income and market value of equity to changing interest rates as measured against a flat rate (no interest rate change) instantaneous shock scenario over a twelve month period utilizing the Company's specific mix of interest earning assets and interest bearing liabilities as of March 31, 2020.
Interest Rate Risk Simulations:
Change in Interest
Rates (Basis Points)
Estimated Change in
Net Interest Income (NII)
(as % of NII)
Estimated
Change in
Market Value of Equity (MVE)
(as % of MVE)
+200 (shock)0.2 %13.9 %
+100 (shock)— %9.6 %
+    0 (flat)—  —  
-100 (shock)(1.7)%(29.9)%
-200 (shock)nm  nm  



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Table of Contents
Item 4.Controls and Procedures

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2017.March 31, 2020. Disclosure controls and procedures, as defined inRule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are controls and procedures designed to reasonably assure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported on a timely basis. Disclosure controls are also designed to reasonably assure that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2017.

March 31, 2020.

During the three months ended September 30, 2017,March 31, 2020, there were no changes in our internal controls or in other factors that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

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Table of Contents
PART II – OTHER INFORMATION

Item 1 - Legal Proceedings

Due to the nature of our business, we are involved in legal proceedings that arise in the ordinary course of our business. While the outcome of these matters is currently not determinable, we do not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

Item 1A - Risk Factors

In addition to the other information set forth in this Form 10-Q, you should carefully consider the risk factors that appeared under Item 1A, "Risk Factors" in the Company’s 2019 Annual Report on Form 10-K. There are no material changes from the risk factors included within the Company's 2019 Annual Report on Form 10-K, other than the risks described below.

The ongoing COVID-19 coronavirus pandemic and measures intended to prevent its spread could have a material adverse effect on our business, results of operations and financial condition.The effects depend on future developments, which are highly uncertain and are difficult to predict.
Global health concerns relating to the COVID-19 pandemic and related government actions taken to reduce the spread of the virus have created significant economic uncertainty and reduced economic activity, including within our market areas. On March 13, 2020, a National Emergency relating to the virus was declared. Governmental authorities, include the State of California and many of its local governments, have implemented numerous measures to try to contain the virus, such as travel bans and restrictions, “stay at home” orders and business limitations and shutdowns. These measures have negatively impacted consumer and business spending. Businesses nationwide and in the regions and communities in which we operate have laid off and furloughed significant numbers of employees, leading to record levels of unemployment. These conditions have significantly adversely affected our borrowers, including many different types of small and mid-sized businesses within our client base, particularly those in the gas station, retail, hotel, hospitality and food, beverage, and elective healthcare industries, among many others. The United States government has taken steps to attempt to mitigate some of the more severe anticipated economic effects of the virus, including the passage of the CARES Act, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion.
The outbreak has adversely impacted and is likely to further adversely impact our operations and the operations of our borrowers, customers and business partners. In particular, we may experience losses and other adverse effects due to a number of factors impacting us or our borrowers, customers or business partners, including but not limited to:
increased delinquencies and subsequent credit losses resulting from the weakened financial condition of our borrowers as a result of the outbreak and related governmental actions;
declines in the value of collateral securing loans we have made;
court closures and temporary foreclosure and eviction protection laws, even when a customer is in breach of its obligations to us, are likely to restrict our ability to realize on the value of collateral;
disruption in the businesses of third parties upon who we rely, including outages at network providers and other service providers and suppliers;
increased cyber and payment fraud risk, as cybercriminals attempt to profit from the disruption, given increased online and remote activity;
decreased loan growth;
decreased interest and non-interest income;
continued decreased demand for certain bank products and services;
declines in the value of securities we own, as a result of increasing inflation, credit ratings downgrades, deterioration in issuers’ financial condition or a decline in the liquidity for debt securities, for example;
operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental actions;
reduced workforce number or capacity which may be caused by, but not limited to, illness, quarantine, stay at home or other government mandates, or difficulties transitioning back to an in-office environment;
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laws related to benefits and the treatment of employees, for example, mandating coverage of certain COVID-19 related testing and treatment, mandating additional paid or unpaid leave or expanding workers compensation coverage;
volatile market prices of securities, including our common stock;
unavailability of key personnel or a significant number of our employees due to the effects and restrictions of a COVID-19 outbreak within our market area;
increased risk of litigation and governmental and regulatory scrutiny as a result of the effects of the COVID-19 pandemic on market and economic conditions and actions governmental authorities take in response to those conditions; and
additional costs to remedy damages, losses or disruption caused by such events
These factors may remain prevalent for a significant period of time and may continue to adversely affect our business, results of operations and financial condition even after the COVID-19 outbreak has subsided.
The spread of COVID-19 has caused us to modify our business practices (including restricting employee travel, and developing work from home and social distancing plans for our employees), and we may take further actions as may be required by government authorities or as we determine are in the best interests of our employees, customers and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or will otherwise be satisfactory to government authorities.
The extent to which the coronavirus outbreak impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. The longer the public health crisis lasts, and the greater its severity, the greater the likely material adverse impact on the economy, our customers and our business and financial performance. Even after the COVID-19 outbreak has subsided, we may continue to experience materially adverse impacts to our business as a result of the virus’s economic impact and any recession that has occurred or may occur in the future.
There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, we do not yet know the full extent of the impacts on our business, our operations or the economy as a whole. However, we believe the effects could have a material impact on our results of operations and heighten many of our known risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
The following table shows the repurchases made by the Company or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the periods indicated:
Period
(a) Total number of
shares purchased (1)
(b) Average price
paid per share
(c) Total number of shares
purchased as of part
of publicly announced
plans or programs
(d) Maximum number
of shares that may
yet be purchased under
the plans or programs (2)
January 1-31, 202071  $40.16  —  1,525,000  
February 1-29, 2020139,058  $36.59  138,996  1,386,004  
March 1-31, 2020419,541  $29.08  414,873  971,131  
Total558,670  $36.48  553,869  
(1)Includes shares purchased by the Company’s Employee Stock Ownership Plan in open market purchases and tendered by employees pursuant to various other equity incentive plans. See Note 189 to the condensed consolidated financial statements at Item 1 of Part I of this report, for a discussion of the Company’s involvement in litigation.

Item 1A – Risk Factors

In additionstock repurchased under equity compensation plans.

(2)Does not include shares that may be purchased by the Company’s Employee Stock Ownership Plan and pursuant to various other equity incentive plans. See Note 9 to the other information set forth incondensed consolidated financial statements at Item 1 of Part I of this report, you should carefully considerfor a discussion of the factors discussed under “Part I—Item 1A—Risk Factors” in our Form10-K for the year ended December 31, 2016 which are incorporated by reference herein. These factors could materially adversely affect our business, financial condition, liquidity, resultsCompany’s stock repurchase plan.
57

Table of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report.

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

The following table shows the repurchases made by the Company or any affiliated purchaser (as defined in Rule10b-18(a)(3) under the Exchange Act) during the three months ended September 30, 2017:

Period

  (a) Total number
of shares purchased(1)
   (b) Average price
paid per share
   (c) Total number of
shares purchased as of
part of publicly
announced plans or
programs
   (d) Maximum number
shares that may yet
be purchased under the
plans or programs(2)
 

July1-31, 2017

   —      —      —      333,400 

Aug. 1-31, 2017

   9,672   $36.34    —      333,400 

Sep.1-30, 2017

   12,066   $34.50    —      333,400 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   21,738   $35.32    —      333,400 

(1)Includes shares purchased by the Company’s Employee Stock Ownership Plan and pursuant to various other equity incentive plans. See Note 19 to the condensed consolidated financial statements at Item 1 of Part I of this report, for a discussion of the Company’s stock repurchased under equity compensation plans.
(2)Does not include shares that may be purchased by the Company’s Employee Stock Ownership Plan and pursuant to various other equity incentive plans.

Contents

Item 6 – Exhibits

EXHIBIT INDEX

Exhibit 
No.
Exhibit
Exhibit No.

Exhibit

3.1Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to TriCo’s Current Report on Form8-K filed on March 17, 2009).
3.2Bylaws of TriCo, as amended (incorporated by reference to Exhibit 3.1 to TriCo’s Current Report on Form8-K filed February 17, 2011).
4.1Instruments defining the rights of holders of the long-term debt securities of the TriCo and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of RegulationS-K. TriCo hereby agrees to furnish copies of these instruments to the Securities and Exchange Commission upon request.
10.1*Form of Change of Control Agreement among TriCo, Tri Counties Bank and each of Dan Bailey, Craig Carney, John Fleshood, Richard O’Sullivan, and Thomas Reddish (incorporated by reference to Exhibit 10.2 to TriCo’s Current Report on Form8-K filed on July 23, 2013).
10.2*TriCo’s 2001 Stock Option Plan, as amended (incorporated by reference to Exhibit 10.7 to TriCo’s Quarterly Report on Form10-Q for the quarter ended June 30, 2005).
10.3*TriCo’s 2009 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to TriCo’s Current Report on Form8-K filed April 3, 2013).
10.4*Amended Employment Agreement between TriCo and Richard Smith dated as of March  28, 2013 (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form8-K filed April 3, 2013).
10.5*Transaction Bonus Agreement between TriCo Bancshares and Richard P. Smith dated as of August  7, 2014 (incorporated by reference to Exhibit 10.4 to TriCo’s Form8-K filed on August 13, 2014).
10.6*Tri Counties Bank Executive Deferred Compensation Plan restated April 1, 1992, and January  1, 2005 (incorporated by reference to Exhibit 10.9 to TriCo’s Quarterly Report on Form10-Q for the quarter ended September 30, 2005).
10.7*Tri Counties Bank Deferred Compensation Plan for Directors effective January  1, 2005 (incorporated by reference to Exhibit 10.10 to TriCo’s Quarterly Report on Form10-Q for the quarter ended September 30, 2005).
10.8*2005 Tri Counties Bank Deferred Compensation Plan for Executives and Directors effective January  1, 2005 (incorporated by reference to Exhibit 10.11 to TriCo’s Quarterly Report on Form10-Q for the quarter ended September 30, 2005).
10.9*Tri Counties Bank Supplemental Retirement Plan for Directors dated September 1, 1987, as restated January  1, 2001, and amended and restated January 1, 2004 (incorporated by reference to Exhibit 10.12 to TriCo’s Quarterly Report on Form10-Q for the quarter ended June 30, 2004).
10.10*2004 TriCo Bancshares Supplemental Retirement Plan for Directors effective January  1, 2004 (incorporated by reference to Exhibit 10.13 to TriCo’s Quarterly Report on Form10-Q for the quarter ended June 30, 2004).
10.11*Tri Counties Bank Supplemental Executive Retirement Plan effective September 1, 1987, as amended and restated January  1, 2004 (incorporated by reference to Exhibit 10.14 to TriCo’s Quarterly Report on Form10-Q for the quarter ended June 30, 2004).
10.12*2004 TriCo Bancshares Supplemental Executive Retirement Plan effective January  1, 2004 (incorporated by reference to Exhibit 10.15 to TriCo’s Quarterly Report on Form10-Q for the quarter ended June 30, 2004).
10.13*Form of Joint Beneficiary Agreement effective March  31, 2003 between Tri Counties Bank and each of George Barstow, Dan Bay, Ron Bee, Craig Carney, Robert Elmore, Greg Gill, Richard Miller, Richard O’Sullivan, Thomas Reddish, Jerald Sax, and Richard Smith (incorporated by reference to Exhibit 10.14 to TriCo’s Quarterly Report on Form10-Q for the quarter ended September 30, 2003).
10.14*Form of Joint Beneficiary Agreement effective March  31, 2003 between Tri Counties Bank and each of Don Amaral, William Casey, Craig Compton, John Hasbrook, Michael Koehnen, Donald Murphy, Carroll Taresh, and Alex Vereschagin (incorporated by reference to Exhibit 10.15 to TriCo’s Quarterly Report on Form10-Q for the quarter ended September 30, 2003).
10.15*Form of Tri Counties Bank Executive Long Term Care Agreement effective June  10, 2003 between Tri Counties Bank and each of Craig Carney, Richard Miller, Richard O’Sullivan, and Thomas Reddish (incorporated by reference to Exhibit 10.16 to TriCo’s Quarterly Report on Form10-Q for the quarter ended September 30, 2003).
10.16*Form of Tri Counties Bank Director Long Term Care Agreement effective June  10, 2003 between Tri Counties Bank and each of Don Amaral, William Casey, Craig Compton, John Hasbrook, Michael Koehnen, Carroll Taresh, and Alex Vereschagin (incorporated by reference to Exhibit 10.17 to TriCo’s Quarterly Report on Form10-Q for the quarter ended September 30, 2003).
10.17*Form of Indemnification Agreement between TriCo and its directors and executive officers (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form8-K filed September 10, 2013).
10.18*Form of Indemnification Agreement between Tri Counties Bank its directors and executive officers (incorporated by reference to Exhibit 10.2 to TriCo’s Current Report on Form8-K filed September 10, 2013).
10.19*Form of Restricted Stock Unit Agreement and Grant Notice forNon-Employee Executives pursuant to TriCo’s 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form8-K filed November 14, 2014).

`

Item 6 – Exhibits (continued)

10.21*
10.22*Form of Performance Award Agreement and Grant Notice pursuant to TriCo’s 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to TriCo’s Current Report on Form8-K filed August 13, 2014).
10.23*John Fleshood Offer Letter dated November 3, 2016 (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form8-K filed on November 30, 2016).
10.24*Amendment to John Fleshood Offer Letter dated December  19, 2016 (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form8-K filed on November 30, 2016).
31.1Rule13a-14(a)/15d-14(a) Certification of CEO
31.2Rule13a-14(a)/15d-14(a) Certification of CFO
32.1
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document

*Management contract or compensatory plan or arrangement


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Table of Contents
SIGNATURES

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

TRICO BANCSHARES

(Registrant)

Date: November 9, 2017

/s/ Thomas J. Reddish

(Registrant)
Thomas J. Reddish
Date: May 11, 2020/s/ Peter G. Wiese
Peter G. Wiese
Executive Vice President and Chief Financial Officer
(Duly authorized officer and principal financial and chief accounting and financial officer)

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