UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended | ||
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OR | ||
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☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 001-34142
OAK VALLEY BANCORP
(Exact name of registrant as specified in its charter)
California |
| 26-2326676 |
State or other jurisdiction of |
| I.R.S. Employer |
incorporation or organization |
| Identification No. |
125 N. Third Ave., Oakdale, CA 95361
(Address of principal executive offices)
(209) 848-2265
Issuer’sIssuer’s telephone number
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | OVLY | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 Regulation S-T 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,filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ |
| Accelerated filer |
Non-accelerated filer ☐ |
| Smaller reporting company ☒ |
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| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer’sissuer’s classes of common stock, as of the latest practicable date: 8,098,6058,216,714 shares of common stock outstanding as of November 3, 2017.May 1, 2020.
March 31, 2020
Oak Valley Bancorp
September 30, 2017
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PART I – FINANCIAL STATEMENTSOAK VALLEY BANCORP
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands) | March 31, | December 31, | ||||||
2020 | 2019 | |||||||
ASSETS | ||||||||
Cash and due from banks | $ | 72,884 | $ | 133,809 | ||||
Federal funds sold | 19,930 | 13,785 | ||||||
Cash and cash equivalents | 92,814 | 147,594 | ||||||
Securities - available for sale | 245,155 | 190,088 | ||||||
Securities - equity investments | 3,371 | 3,297 | ||||||
Loans, net of allowance for loan losses of $9,586 and $9,146 at March 31, 2020 and December 31, 2019, respectively | 749,726 | 741,047 | ||||||
Cash surrender value of life insurance | 24,805 | 24,631 | ||||||
Bank premises and equipment, net | 15,174 | 15,229 | ||||||
Goodwill and other intangible assets, net | 3,812 | 3,837 | ||||||
Interest receivable and other assets | 21,778 | 22,062 | ||||||
$ | 1,156,635 | $ | 1,147,785 | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Deposits | $ | 1,026,925 | $ | 1,019,929 | ||||
Interest payable and other liabilities | 15,323 | 15,286 | ||||||
Total liabilities | 1,042,248 | 1,035,215 | ||||||
Shareholders’ equity | ||||||||
Common stock, no par value; 50,000,000 shares authorized, 8,216,714 and 8,210,147 shares issued and outstanding at at March 31, 2020 and December 31, 2019, respectively | 25,435 | 25,435 | ||||||
Additional paid-in capital | 3,837 | 3,777 | ||||||
Retained earnings | 82,521 | 80,961 | ||||||
Accumulated other comprehensive income, net of tax | 2,594 | 2,397 | ||||||
Total shareholders’ equity | 114,387 | 112,570 | ||||||
$ | 1,156,635 | $ | 1,147,785 |
OAK VALLEY BANCORP
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
September 30, | December 31, | |||||||
2017 | 2016 | |||||||
ASSETS | ||||||||
Cash and due from banks | $ | 129,633 | $ | 179,025 | ||||
Federal funds sold | 9,995 | 11,785 | ||||||
Cash and cash equivalents | 139,628 | 190,810 | ||||||
Securities available for sale | 180,857 | 160,333 | ||||||
Loans, net of allowance for loan loss of $7,917 and $7,832 at September 30, 2017 and December 31, 2016, respectively | 626,911 | 601,104 | ||||||
Bank premises and equipment, net | 13,048 | 13,688 | ||||||
Other real estate owned | 253 | 1,210 | ||||||
Interest receivable and other assets | 36,024 | 34,965 | ||||||
$ | 996,721 | $ | 1,002,110 | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Deposits | $ | 901,716 | $ | 914,093 | ||||
Interest payable and other liabilities | 5,329 | 5,567 | ||||||
Total liabilities | 907,045 | 919,660 | ||||||
Commitments and contingencies | ||||||||
Shareholders’ equity | ||||||||
Common stock, no par value; 50,000,000 shares authorized, 8,098,605 and 8,088,455 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 24,773 | 24,682 | ||||||
Additional paid-in capital | 3,551 | 3,473 | ||||||
Retained earnings | 60,003 | 54,520 | ||||||
Accumulated other comprehensive income (loss), net of tax | 1,349 | (225 | ) | |||||
Total shareholders’ equity | 89,676 | 82,450 | ||||||
$ | 996,721 | $ | 1,002,110 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(dollars in thousands, except per share amounts) | THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
INTEREST INCOME | ||||||||||||||||
Interest and fees on loans | $ | 7,300 | $ | 6,807 | $ | 21,451 | $ | 20,484 | ||||||||
Interest on securities available for sale | 1,138 | 1,045 | 3,314 | 3,038 | ||||||||||||
Interest on federal funds sold | 28 | 4 | 65 | 18 | ||||||||||||
Interest on deposits with banks | 428 | 169 | 1,100 | 492 | ||||||||||||
Total interest income | 8,894 | 8,025 | 25,930 | 24,032 | ||||||||||||
INTEREST EXPENSE | ||||||||||||||||
Deposits | 274 | 196 | 773 | 555 | ||||||||||||
Total interest expense | 274 | 196 | 773 | 555 | ||||||||||||
Net interest income | 8,620 | 7,829 | 25,157 | 23,477 | ||||||||||||
Provision for loan losses | 70 | 90 | 105 | 415 | ||||||||||||
Net interest income after provision for loan losses | 8,550 | 7,739 | 25,052 | 23,062 | ||||||||||||
OTHER INCOME | ||||||||||||||||
Service charges on deposits | 365 | 341 | 1,051 | 1,011 | ||||||||||||
Earnings on cash surrender value of life insurance | 130 | 102 | 386 | 305 | ||||||||||||
Mortgage commissions | 28 | 49 | 127 | 144 | ||||||||||||
Gains on called securities | 4 | 10 | 394 | 28 | ||||||||||||
Other | 749 | 575 | 2,824 | 1,682 | ||||||||||||
Total non-interest income | 1,276 | 1,077 | 4,782 | 3,170 | ||||||||||||
OTHER EXPENSES | �� | |||||||||||||||
Salaries and employee benefits | 3,534 | 3,225 | 10,603 | 9,950 | ||||||||||||
Occupancy expenses | 823 | 819 | 2,496 | 2,470 | ||||||||||||
Data processing fees | 399 | 435 | 1,154 | 1,346 | ||||||||||||
Regulatory assessments (FDIC & DBO) | 102 | 178 | 381 | 505 | ||||||||||||
Other operating expenses | 1,202 | 1,267 | 3,708 | 4,027 | ||||||||||||
Total non-interest expense | 6,060 | 5,924 | 18,342 | 18,298 | ||||||||||||
Net income before provision for income taxes | 3,766 | 2,892 | 11,492 | 7,934 | ||||||||||||
PROVISION FOR INCOME TAXES | 1,298 | 962 | 3,987 | 2,591 | ||||||||||||
NET INCOME | $ | 2,468 | $ | 1,930 | $ | 7,505 | $ | 5,343 | ||||||||
NET INCOME PER COMMON SHARE | $ | 0.31 | $ | 0.24 | $ | 0.93 | $ | 0.67 | ||||||||
NET INCOME PER DILUTED COMMON SHARE | $ | 0.31 | $ | 0.24 | $ | 0.93 | $ | 0.66 |
(in thousands, except per share amounts) | THREE MONTHS ENDED | |||||||
2020 | 2019 | |||||||
INTEREST INCOME | ||||||||
Interest and fees on loans | $ | 8,791 | $ | 8,427 | ||||
Interest on securities | 1,359 | 1,539 | ||||||
Interest on federal funds sold | 42 | 51 | ||||||
Interest on deposits with banks | 367 | 516 | ||||||
Total interest income | 10,559 | 10,533 | ||||||
INTEREST EXPENSE | ||||||||
Deposits | 331 | 422 | ||||||
Total interest expense | 331 | 422 | ||||||
Net interest income | 10,228 | 10,111 | ||||||
Provision for loan losses | 450 | 0 | ||||||
Net interest income after provision for loan losses | 9,778 | 10,111 | ||||||
NON-INTEREST INCOME | ||||||||
Service charges on deposits | 387 | 393 | ||||||
Debit card transaction fee income | 295 | 274 | ||||||
Earnings on cash surrender value of life insurance | 174 | 125 | ||||||
Mortgage commissions | 45 | 22 | ||||||
Gains on sales and calls of available-for-sale securities | 0 | 109 | ||||||
Other | 383 | 352 | ||||||
Total non-interest income | 1,284 | 1,275 | ||||||
NON-INTEREST EXPENSE | ||||||||
Salaries and employee benefits | 4,601 | 4,404 | ||||||
Occupancy expenses | 868 | 890 | ||||||
Data processing fees | 494 | 447 | ||||||
Regulatory assessments (FDIC & DBO) | 30 | 110 | ||||||
Other operating expenses | 1,456 | 1,382 | ||||||
Total non-interest expense | 7,449 | 7,233 | ||||||
Net income before provision for income taxes | 3,613 | 4,153 | ||||||
Total provision for income taxes | 904 | 1,049 | ||||||
Net Income | $ | 2,709 | $ | 3,104 | ||||
Net income per share | $ | 0.33 | $ | 0.38 | ||||
Net income per diluted share | $ | 0.33 | $ | 0.38 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
THREE MONTHS ENDED | ||||||||
(in thousands) | 2020 | 2019 | ||||||
Net income | $ | 2,709 | $ | 3,104 | ||||
Other comprehensive income: | ||||||||
Unrealized gains on securities: | ||||||||
Unrealized holding gains arising during the period | 279 | 1,721 | ||||||
Less: reclassification for net gains included in net income | 0 | (109 | ) | |||||
Other comprehensive income, before tax | 279 | 1,612 | ||||||
Tax expense related to items of other comprehensive income | (81 | ) | (477 | ) | ||||
Total other comprehensive income | 198 | 1,135 | ||||||
Comprehensive income | $ | 2,907 | $ | 4,239 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED | |||||||||||||||
(in thousands) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Net income | $ | 2,468 | $ | 1,930 | $ | 7,505 | $ | 5,343 | ||||||||
Other comprehensive income: | ||||||||||||||||
Unrealized gains on securities: | ||||||||||||||||
Unrealized holdings gains (losses) arising during the period | 39 | (262 | ) | 3,069 | 1,723 | |||||||||||
Less: reclassification for net gains included in net income | (4 | ) | (10 | ) | (394 | ) | (29 | ) | ||||||||
Other comprehensive income (loss), before tax | 35 | (272 | ) | 2,675 | 1,694 | |||||||||||
Tax expense (benefit) related to items of other comprehensive income | (14 | ) | 112 | (1,101 | ) | (697 | ) | |||||||||
Total other comprehensive income (loss) | 21 | (160 | ) | 1,574 | 997 | |||||||||||
Comprehensive income | $ | 2,489 | $ | 1,770 | $ | 9,079 | $ | 6,340 |
THREE MONTHS ENDED MARCH 31, 2020 AND 2019 | ||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||
Additional | Other | Total | ||||||||||||||||||||||
Common Stock | Paid-in | Retained | Comprehensive | Shareholders’ | ||||||||||||||||||||
(dollars in thousands) | Shares | Amount | Capital | Earnings | Income (Loss) | Equity | ||||||||||||||||||
Balances, January 1, 2019 | 8,194,805 | $ | 25,429 | $ | 3,358 | $ | 70,686 | $ | (435 | ) | $ | 99,038 | ||||||||||||
Stock options exercised | 1,000 | 6 | 6 | |||||||||||||||||||||
Restricted stock issued | 20,845 | 0 | ||||||||||||||||||||||
Restricted stock forfeited | (1,500 | ) | 0 | |||||||||||||||||||||
Restricted stock surrendered for tax withholding | (5,400 | ) | (90 | ) | (90 | ) | ||||||||||||||||||
Cash dividends declared $0.135 per share of common stock | (1,106 | ) | (1,106 | ) | ||||||||||||||||||||
Stock based compensation | 131 | 131 | ||||||||||||||||||||||
Other comprehensive income | 1,135 | 1,135 | ||||||||||||||||||||||
Net income | 3,104 | |||||||||||||||||||||||
Balances, March 31, 2019 | 8,209,750 | $ | 25,435 | $ | 3,399 | $ | 72,684 | $ | 700 | $ | 102,218 | |||||||||||||
Balances, January 1, 2020 | 8,210,147 | $ | 25,435 | $ | 3,777 | $ | 80,961 | $ | 2,397 | $ | 112,570 | |||||||||||||
Restricted stock issued | 14,006 | 0 | ||||||||||||||||||||||
Restricted stock forfeited | (1,500 | ) | 0 | |||||||||||||||||||||
Restricted stock surrendered for tax withholding | (5,939 | ) | (100 | ) | (100 | ) | ||||||||||||||||||
Cash dividends declared $0.140 per share of common stock | (1,149 | ) | (1,149 | ) | ||||||||||||||||||||
Stock based compensation | 160 | 160 | ||||||||||||||||||||||
Other comprehensive income | 197 | 197 | ||||||||||||||||||||||
Net income | 2,709 | 2,709 | ||||||||||||||||||||||
Balances, March 31, 2020 | 8,216,714 | $ | 25,435 | $ | 3,837 | $ | 82,521 | $ | 2,594 | $ | 114,387 |
The accompanying notes are an integral part of these condensed consolidated financial statements.statements.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITYCASH FLOWS (UNAUDITED)
YEAR ENDED DECEMBER 31, 2016 AND NINE MONTHS ENDED SEPTEMBER 30, 2017 | ||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||
Additional | Other | Total | ||||||||||||||||||||||
Common Stock | Paid-in | Retained | Comprehensive | Shareholders’ | ||||||||||||||||||||
(dollars in thousands) | Shares | Amount | Capital | Earnings | Income (Loss) | Equity | ||||||||||||||||||
Balances, January 1, 2016 | 8,078,155 | $ | 24,682 | $ | 3,217 | $ | 48,795 | $ | 1,569 | $ | 78,263 | |||||||||||||
Restricted stock issued | 17,000 | 0 | ||||||||||||||||||||||
Restricted stock forfeited | (6,700 | ) | 0 | |||||||||||||||||||||
Cash dividends declared | (1,940 | ) | (1,940 | ) | ||||||||||||||||||||
Stock based compensation | 256 | 256 | ||||||||||||||||||||||
Other comprehensive loss | (1,794 | ) | (1,794 | ) | ||||||||||||||||||||
Net income | 7,665 | 7,665 | ||||||||||||||||||||||
Balances, December 31, 2016 | 8,088,455 | $ | 24,682 | $ | 3,473 | $ | 54,520 | $ | (225 | ) | $ | 82,450 | ||||||||||||
Stock options exercised | 9,000 | 91 | �� | 91 | ||||||||||||||||||||
Restricted stock issued | 8,000 | 0 | ||||||||||||||||||||||
Restricted stock forfeited | (6,850 | ) | 0 | |||||||||||||||||||||
Cash dividends declared | (2,022 | ) | (2,022 | ) | ||||||||||||||||||||
Stock based compensation | 78 | 78 | ||||||||||||||||||||||
Other comprehensive income | 1,574 | 1,574 | ||||||||||||||||||||||
Net income | 7,505 | 7,505 | ||||||||||||||||||||||
Balances, September 30, 2017 | 8,098,605 | $ | 24,773 | $ | 3,551 | $ | 60,003 | $ | 1,349 | $ | 89,676 |
THREE MONTHS ENDED MARCH 31, | ||||||||
(dollars in thousands) | 2020 | 2019 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income | $ | 2,709 | $ | 3,104 | ||||
Adjustments to reconcile net income to net cash from operating activities: | ||||||||
Provision for loan losses | 450 | 0 | ||||||
Increase (decrease) in deferred fees/costs, net | 6 | (33 | ) | |||||
Depreciation | 265 | 272 | ||||||
Amortization of investment securities, net | 134 | 280 | ||||||
Stock based compensation | 160 | 131 | ||||||
Gain on sales and calls of available for sale securities | 0 | (109 | ) | |||||
Earnings on cash surrender value of life insurance | (174 | ) | (125 | ) | ||||
Increase in interest payable and other liabilities | 278 | 5,568 | ||||||
(Increase) decrease in interest receivable | (259 | ) | 392 | |||||
Decrease (increase) in other assets | 487 | (1,476 | ) | |||||
Net cash from operating activities | 4,056 | 8,004 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchases of available for sale securities | (67,627 | ) | (7,176 | ) | ||||
Purchases of available-for-sale securities | (21 | ) | (22 | ) | ||||
Proceeds from maturities, calls, and principal paydowns of securities available for sale | 12,651 | 11,657 | ||||||
Investment in LIHTC | (241 | ) | (202 | ) | ||||
Net (increase) decrease in loans | (9,135 | ) | 4,485 | |||||
Purchases of bank premises and equipment | (210 | ) | (2 | ) | ||||
Net cash (used in) from investing activities | (64,583 | ) | 8,740 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Shareholder cash dividends paid | (1,149 | ) | (1,106 | ) | ||||
Net increase (decrease) in demand deposits and savings accounts | 8,757 | (44,967 | ) | |||||
Net decrease in time deposits | (1,761 | ) | (2,785 | ) | ||||
Proceeds from exercise of stock options | 0 | 6 | ||||||
Tax withholding payments on vested restricted shares surrendered | (100 | ) | (90 | ) | ||||
Net cash from (used in) financing activities | 5,747 | (48,942 | ) | |||||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (54,780 | ) | (32,198 | ) | ||||
CASH AND CASH EQUIVALENTS, beginning of period | 147,594 | 126,145 | ||||||
CASH AND CASH EQUIVALENTS, end of period | $ | 92,814 | $ | 93,947 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
Cash paid during the period for: | ||||||||
Interest | $ | 317 | $ | 423 | ||||
NON-CASH INVESTING ACTIVITIES: | ||||||||
Change in unrealized gain on securities | $ | 278 | $ | 1,612 | ||||
Change in contributions payable to LIHTC limited partner investment | $ | (241 | ) | $ | (202 | ) | ||
Lease right-of-use assets | $ | 241 | $ | 4,817 | ||||
NON-CASH FINANCING ACTIVITIES: | ||||||||
Present value of lease obligations | $ | (255 | ) | $ | 5,246 |
The accompanying notes are an integral part of these condensed consolidated financial statements
OAK VALLEY BANCORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, | ||||||||
(dollars in thousands) | 2017 | 2016 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income | $ | 7,505 | $ | 5,343 | ||||
Adjustments to reconcile net earnings to net cash from operating activities: | ||||||||
Provision for loan losses | 105 | 415 | ||||||
Increase (decrease) in deferred fees/costs, net | 40 | (29 | ) | |||||
Depreciation | 847 | 948 | ||||||
Amortization of investment securities, net | 624 | 270 | ||||||
Stock based compensation | 78 | 195 | ||||||
Gain on sale of premises and equipment | 0 | (4 | ) | |||||
OREO (gain) loss on sales and write downs | (211 | ) | 88 | |||||
Gain on sales and calls of available for sale securities | (394 | ) | (29 | ) | ||||
Earnings on cash surrender value of life insurance | (386 | ) | (305 | ) | ||||
Gain on BOLI death benefit | 0 | (2 | ) | |||||
(Decrease) increase in interest payable and other liabilities | (238 | ) | 320 | |||||
Decrease in interest receivable | 101 | 52 | ||||||
Increase in other assets | (1,535 | ) | (227 | ) | ||||
Net cash from operating activities | 6,536 | 7,035 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchases of available for sale securities | (41,542 | ) | (47,182 | ) | ||||
Proceeds from maturities, calls, and principal paydowns of securities available for sale | 23,463 | 20,103 | ||||||
Net increase in loans | (25,952 | ) | (62,895 | ) | ||||
Purchase of FHLB Stock | (340 | ) | (79 | ) | ||||
Purchase of BOLI policies | 0 | (4,000 | ) | |||||
Proceeds from sale of OREO | 1,168 | 746 | ||||||
Proceeds from redemption of BOLI policies | 0 | 186 | ||||||
Proceeds from sales of premises and equipment | 0 | 4 | ||||||
Net purchases of premises and equipment | (207 | ) | (383 | ) | ||||
Net cash used in investing activities | (43,410 | ) | (93,500 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Shareholder cash dividends paid | (2,022 | ) | (1,940 | ) | ||||
Net (decrease) increase in demand deposits and savings accounts | (8,381 | ) | 40,612 | |||||
Net (decrease) increase in time deposits | (3,996 | ) | 4,453 | |||||
Proceeds from sale of common stock and exercise of stock options | 91 | 0 | ||||||
Net cash (used in) from financing activities | (14,308 | ) | 43,125 | |||||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (51,182 | ) | (43,340 | ) | ||||
CASH AND CASH EQUIVALENTS, beginning of period | 190,810 | 190,603 | ||||||
CASH AND CASH EQUIVALENTS, end of period | $ | 139,628 | $ | 147,263 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
Cash paid during the period for: | ||||||||
Interest | $ | 785 | $ | 558 | ||||
Income taxes | $ | 4,437 | $ | 1,434 | ||||
NON-CASH INVESTING ACTIVITIES: | ||||||||
Real estate acquired through foreclosure | $ | 0 | $ | 253 | ||||
Change in unrealized gain on available-for-sale securities | $ | 2,675 | $ | 1,694 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION
On July 3, 2008 (the “Effective Date”), a bank holding company reorganization was completed whereby Oak Valley Bancorp (“the Company”, “us”, “our”) became the parent holding company for Oak Valley Community Bank ( the(the “Bank”). On the Effective Date, a tax-free exchange was completed whereby each outstanding share of the Bank was converted into one share of the Company and the CompanyBank became the sole wholly-owned subsidiary of the holding company.
The consolidated financial statements include the accounts of the parent company and its wholly-owned bank subsidiary. Unless otherwise stated, the “Company” refers to the consolidated entity, Oak Valley Bancorp, while the “Bank” refers to Oak Valley Community Bank. All material intercompany transactions have been eliminated. In the opinion of Management, the consolidated financial statements contain all adjustments necessary to present fairly the financial position, results of operations, changes in shareholders’ equity and cash flows. All adjustments are of a normal, recurring nature. The interim consolidated financial statements included in this report are unaudited but reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three and nine month periodsthree-month period ended September 30, 2017March 31, 2020 are not necessarily indicative of the results of a full year’s operations. Certain prior year amounts have been reclassified to conform to the current year presentation. There was no effect on net income or shareholders’ equity as previously reported as a result of reclassifications. For further information, refer to the audited consolidated financial statements and footnotes included in the Company’s Form 10-K for the year ended December 31, 2016.2019.
Oak Valley Community Bank is a CaliforniaCalifornia state-chartered bank. The Company was incorporated under the laws of the State of California on May 31, 1990 and began operations in Oakdale on May 28, 1991. The Company operates branches in Oakdale, Sonora, Bridgeport, Bishop, Mammoth Lakes, Modesto, Manteca, Patterson, Turlock, Ripon, Stockton, Escalon, and Escalon,Sacramento, California. The Bridgeport, Mammoth Lakes, and Bishop branches operate as a separate division, Eastern Sierra Community Bank. The Company’s primary source of revenue is providing loans to customers who are predominantly middle-market businesses.
On December 23, 2015, the Company completed its acquisition of Mother Lode Bank (“MLB”), a California state-chartered bank headquartered in Sonora, California, in a transaction in which Mother Lode Bank was merged with and into the Bank, with the Bank as the surviving company in the transaction. The purchase price for Mother Lode Bank was approximately $7.3 million.
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. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates reflected in the Company’sCompany’s consolidated financial statements include the allowance for loan losses accounting for income taxes,and fair value measurements,measurements. The estimates and assumptions may change as new events occur, as more experience is acquired, as additional information is obtained and as the determination, recognition and measurement of impaired loans.Company’s operating environment changes. Actual results couldmay differ from these estimates.estimates due to the uncertainty around the magnitude and duration of the COVID-19 pandemic, as well as other factors.
NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a converged standard involving FASB and International Financial Reporting Standards that provides a single comprehensive revenue recognition model for all contracts with customers across transactions and industries. The core principal of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount and at a time that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Subsequent updates related to Revenue from Contracts with Customers (Topic 606) are as follows:
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The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements.
In September, 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement Period Adjustments (Topic 805). This ASU eliminates the requirement to restate prior period financial statements for measurement period adjustments to assets acquired and liabilities assumed in a business combination. The new guidance under this update requires the cumulative impact of measurement period adjustments be recognized in the period the adjustment is determined. This update does not change what constitutes a measurement period adjustment, nor does it change the length of the measurement period. The new standard is effective for interim annual periods beginning after December 15, 2015 and should be applied prospectively to measurement period adjustments that occur after the effective date. The adoption of this update did not have a material impact on the Company’s consolidated financial statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this ASU make improvements to GAAP related to financial instruments that include the following as applicable to us:
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ASU 2016-01 is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. This ASU will impact our financial statement disclosures, however, we do not expect this ASU to have a material impact on our financial condition or results of operations.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities, including leases classified as operating leases under previous GAAP, on the balance sheet and requiring additional disclosures of key information about leasing arrangements. ASU 2016-02 is effective for annual periods, including interim periods within those annual periods beginning after December 15, 2018 and requires a modified retrospective approachwas adopted under the current period adjustment method, which allows for prior period accumulated amounts to adoption. Early applicationbe recorded as of the amendments is permitted. Whileeffective date. The Company adopted this ASU effective January 1, 2019 and determined that the Company has not quantified the impact togross-up of its balance sheet it does expect the adoption of this ASU will result in a gross-up in its balance sheet as a result offrom recording a right-of-use (“ROU”) asset and a lease liability for each lease which is expected to decrease our leverage ratio by less than one percent.
In March 2016, FASB issued ASU 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in ASU 2016-09 simplify several aspectsas a result of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments are effective for public companies for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any interim or annual period. The Company adoptedadopting this ASU, for the full fiscal year of 2016 and it did not have a significantmaterial impact on itsthe Company’s consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326). This update changes the methodology used by financial institutions under current U.S. GAAP to recognize credit losses in the financial statements. Currently, U.S. GAAP requires the use of the incurred loss model, whereby financial institutions recognize in current period earnings, incurred credit losses and those inherent in the financial statements, as of the date of the balance sheet. This guidance results in a new model for estimating the allowance for loan and lease losses, commonly referred to as the Current Expected Credit Loss (“CECL”) model. Under the CECL model, financial institutions are required to estimate future credit losses and recognize those losses in current period earnings. The amendments within the update are effective for fiscal years and all interim periods beginning after December 15, 2019, with early adoption permitted. In October 2019, FASB approved an amendment that will delay the adoption of this ASU for three years for certain entities including the Company since we are classified as a Small Reporting Company. Accordingly, this ASU will become effective for the Company on January 1, 2023. Upon adoption of the amendments within this update, the Company will be required to make a cumulative-effect adjustment to the opening balance of retained earnings in the year of adoption. The Company is currently in the process of evaluating the impact the adoption of this update will have on its financial statements. While the Company has not quantified the impact of this ASU, it does expect changing from the current incurred loss model to an expected loss model will result in an earlier recognition of losses,losses.
In January 2017, the FASB issued ASU 2017-04,Intangibles Goodwill and an increaseOther (Subtopic 350): Simplifying the Test for Goodwill Impairment. The provisions of the update eliminate the existing second step of the goodwill impairment test which provides for the allocation of reporting unit fair value among existing assets and liabilities, with the net leftover amount representing the implied fair value of goodwill. In replacement of the existing goodwill impairment rule, the update will provide that impairment should be recognized as the excess of any of the reporting unit’s goodwill over the fair value of the reporting unit. Under the provisions of this update, the amount of the impairment is limited to the carrying value of the reporting unit’s goodwill. For public business entities that are SEC filers, the amendments of the update will become effective in fiscal years beginning after December 15, 2019. This ASU did not have a material impact on our allowance for loan losses.financial condition or results of operations.
In August 2016, 2018, the FASB issued ASU No. 2016-15,2018-13, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments (Topic 230)Fair Value Measurement (Subtopic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This update clarifies how entities should classify certain cash receipts and cash payments onThe primary focus of ASU 2018-13 is to improve the statementeffectiveness of cash flows with the objective of reducingdisclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the existing diversity in practice related to eight specific cash flow issues. The amendments in this updateASU 2018-13 are effective for annualall entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2017,2019. An entity is permitted to early adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of the additional disclosures, which are required for public companies only, until their effective date. This ASU did not have a significant impact on the Company's consolidated financial statements.
In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements. This ASU addresses two lessor implementation issues and clarifies that lessees and lessors are exempt from certain interim disclosure requirements associated with adopting ASU 2016-02. The amendments related to the lessor implementation issues are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoptionapplication is permitted. The Company does not expectAs the ASU's amendments applicable to us only relate to disclosures, the adoption of ASU 2019-01 will not impact our financial condition or results of operations.
In April 2019, the amendments withinFASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments that clarifies and improves areas of guidance related to recently issued standards on credit losses, hedging and recognition and measurement. The provisions of this update willASU are effective January 1, 2020 and contain various methods of adoption. This ASU did not have a material impact on the Company’sour financial statements.condition or results of operations.
In January 2017,May 2019, the FASB issued ASU 2017-03, 2019-05, Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings. These amendments apply to ASU 2014-9 (Revenue from Contracts with Customers), ASU 2016-02 (Leases), and ASU 2016-13 (FinancialFinancial Instruments - Credit Losses).Losses (Topic 326): Targeted Transition Relief. This ASU allows an option for entities to irrevocably elect the fair value option on an instrument-by-instrument basis for eligible financial assets measured at amortized cost basis upon adoption of the credit loss standards. This amendment provides relief for those entities electing the fair value option on newly originated or purchased financial assets, while maintaining existing similar financial assets at amortized cost, avoiding the requirement to maintain dual measurement methods for similar assets. The fair value option does not apply to held-to-maturity debt securities. The effective date for this ASU is the same as for ASU 2016-13, as discussed above. We will evaluate this ASU in conjunction with ASU 2016-13 to determine its impact on our financial condition and results of operations.
In March 2020, FASB issued ASU 2020-04 - Reference Rate Reform (Subtopic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. The ASU is effective for all entities as of March 12, 2020 through December 31, 2022. The Company does not expect these amendments to have a significant impactis in the process of evaluating the provisions of this ASU and its effects on itsour consolidated financial statements.
NOTE 3 – SECURITIES
Equity Securities
The Company held equity securities with fair values of $3,371,000 and $3,297,000 as of March 31, 2020 and December 31, 2019, respectively. There were no sales of equity securities during the three-month periods ended March 31, 2020 and 2019. Consistent with ASU 2016-01, these securities are carried at fair value with the changes in fair value recognized in the consolidated statements of income. Accordingly, the Company recognized a gain of $53,000 during the three months ended March 31, 2020, as compared to a loss of $43,000 during the three months ended March 31, 2019.
Debt Securities
Debt securities have been classified in the financial statements as available for sale. The amortized cost and estimated fair values of debt securities as of September 30, 2017March 31, 2020 are as follows:
(dollars in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
Available-for-sale securities: | ||||||||||||||||
U.S. agencies | $ | 26,780 | $ | 513 | $ | (84 | ) | $ | 27,209 | |||||||
Collateralized mortgage obligations | 3,963 | 6 | (29 | ) | 3,940 | |||||||||||
Municipalities | 88,026 | 2,677 | (103 | ) | 90,600 | |||||||||||
SBA pools | 12,389 | 33 | (15 | ) | 12,407 | |||||||||||
Corporate debt | 19,356 | 98 | (722 | ) | 18,732 | |||||||||||
Asset backed securities | 24,727 | 137 | (11 | ) | 24,853 | |||||||||||
Mutual fund | 3,324 | 0 | (208 | ) | 3,116 | |||||||||||
$ | 178,565 | $ | 3,464 | $ | (1,172 | ) | $ | 180,857 |
(dollars in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
Available-for-sale securities: | ||||||||||||||||
U.S. agencies | $ | 29,255 | $ | 875 | $ | (22 | ) | $ | 30,108 | |||||||
Collateralized mortgage obligations | 1,546 | 17 | (134 | ) | 1,429 | |||||||||||
Municipalities | 134,250 | 6,234 | (10 | ) | 140,474 | |||||||||||
Small Business Administration pools | 5,888 | 9 | (29 | ) | 5,868 | |||||||||||
Corporate debt | 18,253 | 175 | (1,012 | ) | 17,416 | |||||||||||
Asset backed securities | 52,281 | 23 | (2,444 | ) | 49,860 | |||||||||||
$ | 241,473 | $ | 7,333 | $ | (3,651 | ) | $ | 245,155 |
The following tables detail the gross unrealized losses and fair values of debt securities aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position at September 30, 2017.as of March 31, 2020.
(dollars in thousands) | Less than 12 months | 12 months or more | Total | Less than 12 months | 12 months or more | Total | ||||||||||||||||||||||||||||||||||||||||||
Description of Securities | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | ||||||||||||||||||||||||||||||||||||
U.S. agencies | $ | 6,464 | (72 | ) | $ | 1,841 | $ | (12 | ) | $ | 8,305 | $ | (84 | ) | $ | 3,631 | (10 | ) | $ | 294 | $ | (12 | ) | $ | 3,925 | $ | (22 | ) | ||||||||||||||||||||
Collateralized mortgage obligations | 1,122 | (10 | ) | 968 | (19 | ) | 2,090 | (29 | ) | 598 | (134 | ) | 0 | 0 | 598 | (134 | ) | |||||||||||||||||||||||||||||||
Municipalities | 10,158 | (58 | ) | 2,879 | (45 | ) | 13,037 | (103 | ) | 6,442 | (10 | ) | 0 | 0 | 6,442 | (10 | ) | |||||||||||||||||||||||||||||||
SBA pools | 3,812 | (8 | ) | 716 | (7 | ) | 4,528 | (15 | ) | |||||||||||||||||||||||||||||||||||||||
Small Business Administration pools | 1,323 | (5 | ) | 3,184 | (24 | ) | 4,507 | (29 | ) | |||||||||||||||||||||||||||||||||||||||
Corporate debt | 1,984 | (16 | ) | 13,785 | (706 | ) | 15,769 | (722 | ) | 1,999 | (1 | ) | 8,299 | (1,011 | ) | 10,298 | (1,012 | ) | ||||||||||||||||||||||||||||||
Asset backed securities | 6,219 | (9 | ) | 347 | (2 | ) | 6,566 | (11 | ) | 29,324 | (823 | ) | 18,853 | (1,621 | ) | 48,177 | (2,444 | ) | ||||||||||||||||||||||||||||||
Mutual fund | 0 | 0 | 3,116 | (208 | ) | 3,116 | (208 | ) | ||||||||||||||||||||||||||||||||||||||||
Total temporarily impaired securities | $ | 29,759 | $ | (173 | ) | $ | 23,652 | $ | (999 | ) | $ | 53,411 | $ | (1,172 | ) | $ | 43,317 | $ | (983 | ) | $ | 30,630 | $ | (2,668 | ) | $ | 73,947 | $ | (3,651 | ) |
At September 30, 2017, there were tenAs of March 31, 2020, six corporate debts, four municipalities, two SBA pools, one U.S. agency, one collateralized mortgage obligation, onefive Small Business Administration pools and ten asset backed securities and one mutual fund that comprisedmake up the total debt securities in an unrealized loss position for greater than 12 months and twelve municipalities, five U.S. agencies, fourmonths. As of March 31, 2020, sixteen asset backed securities, one corporate debt, four U.S. agencies, two SBASmall Business Administration pools, three municipalities and one collateralized mortgage obligation and one corporate debt that make up the total debt securities in a loss position for less than 12 months. Management periodically evaluates each available-for-sale investment security in an unrealized loss position to determine if the impairment is temporary or other than temporary. This evaluation encompasses various factors including, the nature of the investment, the cause of the impairment, the severity and duration of the impairment, credit ratings and other credit related factors such as third party guarantees and the volatility of the security’s fair value. Management has determined that no investment security is other than temporarily impaired. The unrealized losses are due primarily to interest rate changes and theasset backed securities that are backed by federal government guaranteed student loans that are repaying slower than expected due to legislation that allows borrowers to extend payment schedules based on their income level. The Company does not intend to sell the securities and it is not likely that wethe Company will be required to sell the securities before the earlier of the forecasted recovery or the maturity of the underlying investment security.
The amortizedamortized cost and estimated fair value of investmentdebt securities at September 30, 2017,as of March 31, 2020, segregated by contractual maturity or call date, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
(dollars in thousands) | Amortized | Fair | ||||||
Cost | Value | |||||||
Available-for-sale securities: | ||||||||
Due in one year or less | $ | 12,724 | $ | 12,981 | ||||
Due after one year through five years | 57,326 | 57,740 | ||||||
Due after five years through ten years | 56,841 | 58,143 | ||||||
Due after ten years | 51,674 | 51,993 | ||||||
$ | 178,565 | $ | 180,857 |
(dollars in thousands) | Amortized | Fair | ||||||
Cost | Value | |||||||
Available-for-sale securities: | ||||||||
Due in one year or less | $ | 28,968 | $ | 28,962 | ||||
Due after one year through five years | 72,893 | 75,484 | ||||||
Due after five years through ten years | 67,749 | 69,532 | ||||||
Due after ten years | 71,863 | 71,177 | ||||||
$ | 241,473 | $ | 245,155 |
The amortized cost and estimated fair values of debt securities as of December 31, 2016,2019 are as follows:
(dollars in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
Available-for-sale securities: | ||||||||||||||||
U.S. agencies | $ | 27,879 | $ | 616 | $ | (209 | ) | $ | 28,286 | |||||||
Collateralized mortgage obligations | 4,159 | 7 | (57 | ) | 4,109 | |||||||||||
Municipalities | 77,957 | 1,318 | (946 | ) | 78,329 | |||||||||||
SBA pools | 7,219 | 0 | (51 | ) | 7,168 | |||||||||||
Corporate debt | 21,349 | 81 | (867 | ) | 20,563 | |||||||||||
Asset backed securities | 18,888 | 32 | (101 | ) | 18,819 | |||||||||||
Mutual fund | 3,264 | 0 | (205 | ) | 3,059 | |||||||||||
$ | 160,715 | $ | 2,054 | $ | (2,436 | ) | $ | 160,333 |
(dollars in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
Available-for-sale securities: | ||||||||||||||||
U.S. agencies | $ | 31,180 | $ | 566 | $ | (17 | ) | $ | 31,729 | |||||||
Collateralized mortgage obligations | 1,618 | 5 | (9 | ) | 1,614 | |||||||||||
Municipalities | 86,826 | 3,746 | (1 | ) | 90,571 | |||||||||||
SBA pools | 6,419 | 9 | (33 | ) | 6,395 | |||||||||||
Corporate debt | 19,253 | 173 | (458 | ) | 18,968 | |||||||||||
Asset backed securities | 41,389 | 76 | (654 | ) | 40,811 | |||||||||||
$ | 186,685 | $ | 4,575 | $ | (1,172 | ) | $ | 190,088 |
The following tables detail the gross unrealized losses and fair values aggregatedof debt securities segregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2016.2019.
(dollars in thousands) | Less than 12 months | 12 months or more | Total | Less than 12 months | 12 months or more | Total | ||||||||||||||||||||||||||||||||||||||||||
Description of Securities | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | ||||||||||||||||||||||||||||||||||||
U.S. agencies | $ | 8,769 | $ | (208 | ) | $ | 718 | $ | (1 | ) | $ | 9,487 | $ | (209 | ) | $ | 3,934 | (11 | ) | $ | 1,535 | $ | (6 | ) | $ | 5,469 | $ | (17 | ) | |||||||||||||||||||
Collateralized mortgage obligations | 3,166 | (57 | ) | 0 | 0 | 3,166 | (57 | ) | 0 | 0 | 650 | (9 | ) | 650 | (9 | ) | ||||||||||||||||||||||||||||||||
Municipalities | 45,137 | (917 | ) | 402 | (29 | ) | 45,539 | (946 | ) | 0 | 0 | 411 | (1 | ) | 411 | (1 | ) | |||||||||||||||||||||||||||||||
SBA pools | 6,415 | (46 | ) | 753 | (5 | ) | 7,168 | (51 | ) | 1,423 | (7 | ) | 3,545 | (26 | ) | 4,968 | (33 | ) | ||||||||||||||||||||||||||||||
Corporate debt | 12,776 | (757 | ) | 2,884 | (110 | ) | 15,660 | (867 | ) | 2,994 | (6 | ) | 8,859 | (452 | ) | 11,853 | (458 | ) | ||||||||||||||||||||||||||||||
Asset backed securities | 2,576 | (15 | ) | 8,272 | (86 | ) | 10,848 | (101 | ) | 12,891 | (233 | ) | 21,313 | (421 | ) | 34,204 | (654 | ) | ||||||||||||||||||||||||||||||
Mutual fund | 0 | 0 | 3,059 | (205 | ) | 3,059 | (205 | ) | ||||||||||||||||||||||||||||||||||||||||
Total temporarily impaired securities | $ | 78,839 | $ | (2,000 | ) | $ | 16,088 | $ | (436 | ) | $ | 94,927 | $ | (2,436 | ) | $ | 21,242 | $ | (257 | ) | $ | 36,313 | $ | (915 | ) | $ | 57,555 | $ | (1,172 | ) |
At December 31, 2019, one municipality, three U.S. agencies, six corporate debts, five Small Business Administration pools, one collateralized mortgage obligations and eleven asset backed securities make up the total debt securities in an unrealized loss position for greater than 12 months. At December 31, 2019, three U.S. agencies, eight asset backed securities, two Small Business Administration pools and two corporate debts make up the total debt securities in a loss position for less than 12 months.
We
The Company recognized grossno gains of $4,000 and $394,000 foror losses during the three and nine month periodsthree-month period ended September 30, 2017, respectively,March 31, 2020, on certain available-for-sale securities that were called, which comparescompared to $10,000 and $29,000 ingains of $109,000 recorded for the same periods of 2016.period during 2019. There were no sales of available-for-sale securities sold during the first nine months of 2017 or 2016.three-months ended March 31, 2020 and 2019.
Securities carriedDebt securities carried at $93,594,000$114,812,000 and $89,362,000 at September 30, 2017$123,381,000 as of March 31, 2020 and December 31, 2016,2019, respectively, were pledged to secure deposits of public funds.
NOTE 4 – LOANS
OurThe Company’s customers are primarily located in Stanislaus, San Joaquin, Tuolumne,Tuolumne, Inyo, and Mono Counties. As of September 30, 2017,March 31, 2020, approximately 79%81% of the Company’s loans are commercial real estate loans which include construction loans. Approximately 10%11% of the Company’s loans are for general commercial uses including professional, retail, and small business. Additionally, 6%5% of the Company’s loans are for residential real estate and other consumer loans. The remaining 5%3% are agriculture loans. Loan totals were as follows:
September 30, 2017 | December 31, 2016 | |||||||
Commercial real estate: | ||||||||
Commercial real estate- construction | $ | 20,254 | $ | 23,378 | ||||
Commercial real estate- mortgages | 417,253 | 389,495 | ||||||
Land | 8,496 | 9,823 | ||||||
Farmland | 56,670 | 56,159 | ||||||
Commercial and industrial | 65,444 | 64,201 | ||||||
Consumer | 607 | 767 | ||||||
Consumer residential | 37,836 | 38,672 | ||||||
Agriculture | 30,049 | 28,454 | ||||||
636,609 | 610,949 | |||||||
Deferred loan fees and costs, net | (1,781 | ) | (2,013 | ) | ||||
Allowance for loan losses | (7,917 | ) | (7,832 | ) | ||||
$ | 626,911 | $ | 601,104 |
(in thousands) | March 31, 2020 | December 31, 2019 | ||||||
Commercial real estate: | ||||||||
Commercial real estate- construction | $ | 48,458 | $ | 53,169 | ||||
Commercial real estate- mortgages | 488,305 | 475,146 | ||||||
Land | 8,091 | 8,367 | ||||||
Farmland | 70,743 | 70,320 | ||||||
Commercial and industrial | 81,351 | 77,704 | ||||||
Consumer | 1,081 | 1,274 | ||||||
Consumer residential | 37,522 | 36,647 | ||||||
Agriculture | 24,558 | 28,358 | ||||||
Total loans | 760,109 | 750,985 | ||||||
Less: | ||||||||
Deferred loan fees and costs, net | (797 | ) | (792 | ) | ||||
Allowance for loan losses | (9,586 | ) | (9,146 | ) | ||||
Net loans | $ | 749,726 | $ | 741,047 |
Loan Origination/Risk Management. The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentration of credit, loan delinquencies and non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.
Commercial and industrial loans are underwritten after evaluating and understanding the borrower’sborrower’s ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationship banking rather than transactional banking. Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, ourthe Company’s management examines current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and secondarily made based on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial and industrial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.
Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’sCompany’s commercial real estate portfolio are diverse in terms of type and geographic location. This diversity helps reduce the Company’s exposure to adverse economic events that affect any single market or industry. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. As a general rule, the Company avoids financing single-purpose projects unless other underwriting factors are present to help mitigate risk. The Company also utilizes third-party experts to provide insight and guidance about economic conditions and trends affecting market areas it serves. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans. At September 30, 2017As of March 31, 2020 and December 31, 2016,2019, commercial real estate loans equal to approximately 42.3%38% and 40.9%39%, respectively, of the outstanding principal balance of our commercial real estate loans were secured by owner-occupied properties.
With respect to loans to developers and builders that are secured by non-owner occupied properties that the Company may originate from time to time, the Company generally requires the borrower to have had an existing relationship with the Company and have a proven record of success. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysisanalyses of absorption and lease rates and financial analysisanalyses of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the complete project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.
Agricultural production, real estate and development lending is susceptible to credit risks including adverse weather conditions, pest and disease, as well as market price fluctuations and foreign competition. Agricultural loan underwriting standards are maintained by following Company policies and procedures in place to minimize risk in this lending segment. These standards consist of limiting credit to experienced farmers who have demonstrated farm management capabilities, requiring cash flow projections displaying margins sufficient for repayment from normal farm operations along with equity injected as required by policy, as well as providing adequate secondary repayment and sponsorship including satisfactory collateral support. Credit enhancement obtained through government guarantee programs may also be used to provide further support as available.
The Company originates consumer loans utilizing common underwriting criteria specified in policy. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed, jointly by line and staff personnel. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk. Additionally, trend and outlook reports are reviewed by management on a regular basis. Underwriting standards for 1-4 family residential loans, home equity lines and loans follow bank policy, which include, but are not limited to, a maximum loan-to-value percentage of 80%, a maximum housing and total debt ratio of 36% and 42%, respectively and other specified credit and documentation requirements.
The Company maintains an independent loan review departmentprogram that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Bank’sBank’s policies and procedures.
Non-Accrual and Past Due Loans. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Non-accrual loans, segregated by class of loans, were as follows:follows:
(in thousands) | September 30, 2017 | December 31, 2016 | ||||||
Commercial real estate: | ||||||||
Commercial real estate- construction | $ | 0 | $ | 0 | ||||
Commercial real estate- mortgages | 0 | 0 | ||||||
Land | 993 | 2,715 | ||||||
Farmland | 0 | 0 | ||||||
Commercial and industrial | 302 | 306 | ||||||
Consumer | 0 | 0 | ||||||
Consumer residential | 16 | 16 | ||||||
Agriculture | 0 | 0 | ||||||
Total non-accrual loans | $ | 1,311 | $ | 3,037 |
(in thousands) | March 31, 2020 | December 31, 2019 | ||||||
Commercial real estate: | ||||||||
Commercial real estate- construction | $ | 0 | $ | 0 | ||||
Commercial real estate- mortgages | 0 | 0 | ||||||
Land | 823 | 855 | ||||||
Farmland | 0 | 0 | ||||||
Commercial and industrial | 0 | 0 | ||||||
Consumer | 0 | 0 | ||||||
Consumer residential | 137 | 248 | ||||||
Agriculture | 0 | 0 | ||||||
Total non-accrual loans | $ | 960 | $ | 1,103 |
Excluded from the above non-accrual loan table is the $33,000 carrying value of one Purchased Credit Impaired loan acquired in the MLB Acquisition.
Had non-accrual loans performed in accordance with their original contract terms, wethe Company would have recognized additional interest income of approximately $27,000 and $95,000$11,000 in the three and nine month periodsthree-month period ended September 30, 2017, respectively,March 31, 2020, as compared to $38,000 and $118,000$14,000 in the same periodsperiod of 2016.2019.
The following table analyzes past due loans including the past due non-accrual loans in the above table, segregated by class of loans, as of September 30, 2017March 31, 2020 (in thousands):
September 30, 2017 | 30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days Past Due | Total Past Due | Current | Purchased Credit Impaired Loans | Total | Greater Than 90 Days Past Due and Still Accruing | ||||||||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2020 | 30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days Past Due | Total Past Due | Current | Total | Greater Than 90 Days Past Due and Still Accruing | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commercial real estate: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commercial R.E. - construction | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 20,254 | $ | 0 | $ | 20,254 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 48,458 | $ | 48,458 | $ | 0 | ||||||||||||||||||||||||||||||
Commercial R.E. - mortgages | 25 | 0 | 0 | 25 | 417,228 | 0 | 417,253 | 0 | 14 | 0 | 0 | 14 | 488,291 | 488,305 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Land | 0 | 0 | 993 | 993 | 7,470 | 33 | 8,496 | 0 | 0 | 0 | 0 | 0 | 8,091 | 8,091 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Farmland | 0 | 0 | 0 | 0 | 56,670 | 0 | 56,670 | 0 | 0 | 0 | 0 | 0 | 70,743 | 70,743 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Commercial and industrial | 0 | 0 | 302 | 302 | 65,142 | 0 | 65,444 | 0 | 0 | 0 | 0 | 0 | 81,351 | 81,351 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Consumer | 0 | 0 | 0 | 0 | 607 | 0 | 607 | 0 | 0 | 0 | 0 | 0 | 1,081 | 1,081 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Consumer residential | 0 | 0 | 0 | 0 | 37,836 | 0 | 37,836 | 0 | 0 | 0 | 137 | 137 | 37,385 | 37,522 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Agriculture | 0 | 0 | 0 | 0 | 30,049 | 0 | 30,049 | 0 | 0 | 0 | 0 | 0 | 24,558 | 24,558 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 25 | $ | 0 | $ | 1,295 | $ | 1,320 | $ | 635,256 | $ | 33 | $ | 636,609 | $ | 0 | $ | 14 | $ | 0 | $ | 137 | $ | 151 | $ | 759,958 | $ | 760,109 | $ | 0 |
The following table analyzes past due loans including the past due non-accrual loans in the above table, segregated by class of loans, as of December 31, 20162019 (in thousands):
December 31, 2016 | 30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days Past Due | Total Past Due | Current | Purchased Credit Impaired Loans | Total | Greater Than 90 Days Past Due and Still Accruing | ||||||||||||||||||||||||
Commercial real estate: | ||||||||||||||||||||||||||||||||
Commercial R.E. - construction | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 23,378 | $ | 0 | 23,378 | $ | 0 | |||||||||||||||||
Commercial R.E. - mortgages | 0 | 0 | 0 | 0 | 389,495 | 0 | 389,495 | 0 | ||||||||||||||||||||||||
Land | 0 | 0 | 2,715 | 2,715 | 7,075 | 33 | 9,823 | 0 | ||||||||||||||||||||||||
Farmland | 0 | 0 | 0 | 0 | 56,159 | 0 | 56,159 | 0 | ||||||||||||||||||||||||
Commercial and industrial | 0 | 0 | 302 | 302 | 63,899 | 0 | 64,201 | 0 | ||||||||||||||||||||||||
Consumer | 0 | 0 | 0 | 0 | 767 | 0 | 767 | 0 | ||||||||||||||||||||||||
Consumer residential | 0 | 0 | 16 | 16 | 38,656 | 0 | 38,672 | 0 | ||||||||||||||||||||||||
Agriculture | 0 | 0 | 0 | 0 | 28,454 | 0 | 28,454 | 0 | ||||||||||||||||||||||||
Total | $ | 0 | $ | 0 | $ | 3,033 | $ | 3,033 | $ | 607,883 | $ | 33 | 610,949 | $ | 0 |
December 31, 2019 | 30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days Past Due | Total Past Due | Current | Total | Greater Than 90 Days Past Due and Still Accruing | |||||||||||||||||||||
Commercial real estate: | ||||||||||||||||||||||||||||
Commercial R.E. - construction | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 53,169 | $ | 53,169 | $ | 0 | ||||||||||||||
Commercial R.E. - mortgages | 0 | 0 | 0 | 0 | 475,146 | 475,146 | 0 | |||||||||||||||||||||
Land | 0 | 0 | 0 | 0 | 8,367 | 8,367 | 0 | |||||||||||||||||||||
Farmland | 0 | 0 | 111 | 111 | 70,209 | 70,320 | 0 | |||||||||||||||||||||
Commercial and industrial | 0 | 0 | 0 | 0 | 77,704 | 77,704 | 0 | |||||||||||||||||||||
Consumer | 2 | 0 | 0 | 2 | 1,272 | 1,274 | 0 | |||||||||||||||||||||
Consumer residential | 0 | 0 | 137 | 137 | 36,510 | 36,647 | 0 | |||||||||||||||||||||
Agriculture | 0 | 0 | 0 | 0 | 28,358 | 28,358 | 0 | |||||||||||||||||||||
Total | $ | 2 | $ | 0 | $ | 248 | $ | 250 | $ | 750,735 | $ | 750,985 | $ | 0 |
Impaired Loans. Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated in total for smaller-balance loans of a similar nature and on an individual loan basis for other loans. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. There was no interest income realized on impaired loans for the threethree-months ended March 31, 2020 and nine months ended September 30, 2017 and 2016.2019.
Impaired loans as of September 30, 2017 and DecemberMarch 31, 20162020 are set forth in the following tables. PCI loans are excluded from the tables below, as they have not experienced post acquisition declines in cash flows expected to be collected.table.
(in thousands) | Unpaid Contractual Principal Balance | Recorded Investment With No Allowance | Recorded Investment With Allowance | Total Recorded Investment | Related Allowance | |||||||||||||||
September 30, 2017 | ||||||||||||||||||||
Commercial real estate: | ||||||||||||||||||||
Commercial R.E. - construction | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||
Commercial R.E. - mortgages | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Land | 1,309 | 0 | 993 | 993 | 680 | |||||||||||||||
Farmland | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Commercial and Industrial | 351 | 302 | 0 | 302 | 0 | |||||||||||||||
Consumer | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Consumer residential | 16 | 16 | 0 | 16 | 0 | |||||||||||||||
Agriculture | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Total | $ | 1,676 | $ | 318 | $ | 993 | $ | 1,311 | $ | 680 |
(in thousands) | Unpaid Contractual Principal Balance | Recorded Investment With No Allowance | Recorded Investment With Allowance | Total Recorded Investment | Related Allowance | Unpaid Contractual Principal Balance | Recorded Investment With No Allowance | Recorded Investment With Allowance | Total Recorded Investment | Related Allowance | ||||||||||||||||||||||||||||||
December 31, 2016 | ||||||||||||||||||||||||||||||||||||||||
March 31, 2020 | ||||||||||||||||||||||||||||||||||||||||
Commercial real estate: | ||||||||||||||||||||||||||||||||||||||||
Commercial R.E. - construction | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
Commercial R.E. - mortgages | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Land | 3,131 | 0 | 2,715 | 2,715 | 680 | 850 | 0 | 823 | 823 | 680 | ||||||||||||||||||||||||||||||
Farmland | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Commercial and Industrial | 353 | 306 | 0 | 306 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Consumer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Consumer residential | 16 | 16 | 0 | 16 | 0 | 137 | 137 | 0 | 137 | 0 | ||||||||||||||||||||||||||||||
Agriculture | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Total | $ | 3,500 | $ | 322 | $ | 2,715 | $ | 3,037 | $ | 680 | $ | 987 | $ | 137 | $ | 823 | $ | 960 | $ | 680 |
Average recorded investment in impaired loans outstanding as of September 30, 2017March 31, 2020 and 20162019 is set forth in the following table.
Average Recorded Investment for the | ||||||||||||||||||||||||
Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | Average Recorded Investment for the | ||||||||||||||||||||
(in thousands) | September 30, 2017 | September 30, 2016 | September 30, 2017 | September 30, 2016 | 2020 | 2019 | ||||||||||||||||||
Commercial real estate: | ||||||||||||||||||||||||
Commercial R.E. - construction | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Commercial R.E. - mortgages | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Land | 1,518 | 2,324 | 2,018 | 2,439 | 835 | 906 | ||||||||||||||||||
Farmland | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Commercial and Industrial | 302 | 312 | 304 | 316 | 0 | 0 | ||||||||||||||||||
Consumer | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Consumer residential | 75 | 0 | 96 | 0 | 192 | 14 | ||||||||||||||||||
Agriculture | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Total | $ | 1,895 | $ | 2,636 | $ | 2,418 | $ | 2,755 | $ | 1,027 | $ | 920 |
Impaired loans as of December 31, 2019 are set forth in the following table.
(in thousands) | Unpaid Contractual Principal Balance | Recorded Investment With No Allowance | Recorded Investment With Allowance | Total Recorded Investment | Related Allowance | Average Recorded Investment | ||||||||||||||||||
December 31, 2019 | ||||||||||||||||||||||||
Commercial real estate: | ||||||||||||||||||||||||
Commercial R.E. - construction | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Commercial R.E. - mortgages | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Land | 873 | 0 | 855 | 855 | 680 | 892 | ||||||||||||||||||
Farmland | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Commercial and Industrial | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Consumer | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Consumer residential | 312 | 248 | 0 | 248 | 0 | 113 | ||||||||||||||||||
Agriculture | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Total | $ | 1,185 | $ | 248 | $ | 855 | $ | 1,103 | $ | 680 | $ | 1,005 |
Troubled Debt Restructurings – In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy.
At September 30, 2017,As of March 31, 2020, there were 5 loanswas one loan that werewas considered to be a troubled debt restructurings, allrestructuring totaling $823,000, which is included in non-accrual loans. The troubled debt restructuring as of which are considered non-accrual totaling $1,311,000. AtMarch 31, 2020 was not related to the economic challenges caused by the COVID-19 pandemic. As of December 31, 2016,2019, there were 6 loanswas one loan that werewas considered to be a troubled debt restructurings, allrestructuring totaling $855,000, which is included in non-accrual loans. As of which are considered non-accrual totaling $3,037,000. At September 30, 2017March 31, 2020 and December 31, 20162019, there were no unfunded commitments on loans classified as a troubled debt restructures. We haverestructurings. The Company has allocated $680,000 of specific reserves to loans whose terms have been modified in troubled debt restructurings as of September 30, 2017March 31, 2020 and December 31, 2016.2019.
During the three-months ended March 31, 2020 and 2019, there were no loans that were modified as troubled debt restructurings. The modification of the terms of such loans typically includes one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date; or a temporary payment modification in which the payment amount allocated towards principal was reduced. In some cases, a permanent reduction of the accrued interest on the loan is conceded.
There were no loans modified as troubled debt restructurings within the previous twelve months and for which there was a payment default during the Loan Risk 1 Exceptional Loan 2 Quality Loan 4 (W) Watch Acceptable Loan 5 6 Substandard Loan 7 Doubtful Loan 8 Loss 1. Exceptional Loan - Loans with A+ credits that contain very little, if any, risk. Grade 1 loans are considered Pass. To qualify for this rating, the following characteristics must be present: ● A high level of liquidity and whose debt-servicing capacity exceeds expected obligations by a substantial margin. ● Where leverage is below average for the industry and earnings are consistent or growing without severe vulnerability to economic cycles. ● Also included in this rating (but not mandatory unless one or more of the preceding characteristics are missing) are loans that are fully secured and properly margined by our own time instruments or U.S. blue chip securities. To be properly margined, cash collateral must be equal to, or greater than, 110% of the loan amount. 2. Quality Loan - Loans with excellent sources of repayment that conform in all respects to bank policy and regulatory requirements. These are also loans for which little repayment risk has been identified. No credit or collateral exceptions. Grade 2 loans are considered Pass. Other factors include: ● Unquestionable debt-servicing capacity to cover all obligations in the ordinary course of business from well-defined primary and secondary sources. ● Consistent strong earnings. ● A solid equity base. 3A. Better than Acceptable Loan - In the interest of better delineating the loan portfolio’s true credit risk for reserve allocation, further granularity has been sought by splitting the grade 3 category into three classifications. The distinction between the three are bank-defined guidelines and represent a further refinement of the regulatory definition of a pass, or grade 3 loan. Grade 3A is ● Strong earnings with no loss in last three years and ample cash flow to service all debt well above policy guidelines. ● Long term experienced management with depth and defined management succession. ● The loan has no exceptions to policy. ● Loan-to-value on real estate secured transactions is 10% to 20% less than policy guidelines. ● Very liquid balance sheet that may have cash available to pay off our loan completely. ● Little to no debt on balance sheet. 3B. Acceptable Loan - 3B loans are simply defined as all loans that are less qualified than 3A loans and are stronger than 3C loans. These loans are characterized by acceptable sources of repayment that conform to bank policy and regulatory requirements. Repayment risks are acceptable for these loans. Credit or collateral exceptions are minimal, are in the process of correction, and do not represent repayment risk. These loans: ● Are those where the borrower has average financial strengths, a history of profitable operations and experienced management. ● Are those where the borrower can be expected to handle normal credit needs in a satisfactory manner. 3C. Marginally Acceptable Loan - 3C loans have similar characteristics as that of 3Bs with the following additional characteristics: ● Requires collateral. ● A credit facility where the borrower has average financial strengths, but usually lacks reliable secondary sources of repayment other than the subject collateral. ● ● Any unexpected short-term adverse financial performance from budgeted projections or a prior period’s results (i.e., declining profits, sales, margins, cash flow, or increased reliance on leverage, including adverse balance sheet ratios, trade debt issues, etc.). ● Any managerial or personal problems of company management, decline in the entire industry or local economic conditions, or failure to provide financial information or other documentation as requested. ● Issues regarding delinquency, overdrafts, or renewals. ● Any other issues that cause concern for the company. ● Loans to individuals or loans supported by guarantors with marginal net worth and/or marginal collateral. ● Weaknesses that are identified are short-term in nature. ● Loans in this category are usually accounts the Bank would want to retain providing a positive turnaround can be expected within a reasonable time frame. Grade 4 loans are considered Pass. 5 ● The lending officer may be unable to properly supervise the credit because of an inadequate loan or credit agreement. ● Questions exist regarding the condition of and/or control over collateral. ● Economic or market conditions may unfavorably affect the obligor in the future. ● A declining trend in the obligor’s operations or an imbalanced position in the balance sheet exists, but not to the point that repayment is jeopardized. 6.Substandard Loan - A “substandard” extension of credit is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Extensions of credit so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard credits, does not have to exist in individual extensions of credit classified as substandard. 7.Doubtful Loan - An extension of credit classified as “doubtful” has all the weaknesses inherent in one 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. The possibility of loss is extremely high but because of certain important and reasonably specific pending factors that may work to the advantage of and strengthen the credit, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors may include a proposed merger or acquisition, liquidation proceedings, capital injection, perfecting liens on additional collateral or refinancing plans. The entire loan need not be classified as doubtful when collection of a specific portion appears highly probable. An example of proper use of the doubtful category is the case of a company being liquidated, with the trustee-in-bankruptcy indicating a minimum disbursement of 40 percent and a maximum of 65 percent to unsecured creditors, including the Bank. In this situation, estimates are based on liquidation value appraisals with actual values yet to be realized. By definition, the only portion of the credit that is doubtful is the 25 percent difference between 40 and 65 percent. A proper classification of such a credit would show 40 percent substandard, 25 percent doubtful, and 35 percent loss. A credit classified as doubtful should be resolved within a 8.Loss - Extensions of credit classified as “loss” are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the credit has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off, even though partial recovery may be affected in the future. It should not be the Company’s practice to attempt long-term recoveries while the credit remains on the books. Losses should be taken in the period in which they surface as uncollectible. As of The following table presents weighted average risk grades of September 30, 2017 December 31, 2016 Weighted Average Risk Grade Weighted Average Risk Grade Commercial real estate: Commercial real estate - construction Commercial real estate - mortgages Land Farmland Commercial and industrial Consumer Consumer residential Agriculture Total gross loans March 31, 2020 December 31, 2019 Weighted Average Risk Grade Weighted Average Risk Grade Commercial real estate: Land Farmland Commercial and industrial Consumer Consumer residential Agriculture Total gross loans The following table presents risk grade totals by class of loans as of (in thousands) Commercial R.E. Commercial R.E. Land (1) Farmland Commercial and Industrial Consumer Consumer Residential Agriculture Total September 30, 2017 Pass Special mention Substandard Doubtful Total loans December 31, 2016 Pass Special mention Substandard Doubtful Total loans (in thousands) Commercial R.E. Commercial R.E. Land Farmland Commercial and Industrial Consumer Consumer Residential Agriculture Total March 31, 2020 Pass Special mention Substandard Total loans December 31, 2019 Pass Special mention Substandard Total loans Allowance for Loan Losses. The allowance for loan losses is a reserve established by the Company through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The allowance for loan loss methodology includes allowance allocations calculated in accordance with ASC Topic 310, “Receivables” and allowance allocations calculated in accordance with ASC Topic 450, “Contingencies.” Accordingly, the methodology is based on historical loss experience by type of credit and internal risk grade, specific homogeneous risk pools and specific loss allocations, with adjustments for current events and conditions. The process for determining the appropriate level of the allowance for loan losses is designed to account for credit deterioration as it occurs. The provision for loan losses reflects loan quality trends, including the levels of and trends related to non-accrual loans, past due loans, potential problem loans, criticized loans and net charge-offs or recoveries, among other factors. The provision for loan losses also reflects the totality of actions taken on all loans for a particular period. In other words, the amount of the provision reflects not only the necessary increases in the allowance for loan losses related to newly identified criticized loans, but it also reflects actions taken related to other loans including, among other things, any necessary increases or decreases in required allowances for specific loans or loan pools. The level of the allowance reflects The The allowances established for probable losses on specific loans are based on a regular analysis and evaluation of problem loans. Loans are classified based on an internal credit risk grading process that evaluates, among other things: (i) the obligor’s ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry in which the borrower operates. This analysis is performed at the relationship manager level for all commercial loans. When a loan has a calculated grade of 5 or higher, a special assets officer analyzes the loan to determine whether the loan is impaired and, if impaired, the need to specifically allocate a portion of the allowance for loan losses to the loan. Specific valuation allowances are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things. Historical valuation allowances are calculated based on the historical loss experience of specific types of loans and the internal risk grade of such loans at the time they were charged-off. The Company calculates historical loss ratios for pools of similar loans with similar characteristics based on the proportion of actual charge-offs experienced to the total population of loans in the pool. The historical loss ratios are periodically updated based on actual charge-off experience. A historical valuation allowance is established for each pool of similar loans based upon the product of the historical loss ratio and the total dollar amount of the loans in the pool. The General valuation allowances are based on general economic conditions and other qualitative risk factors both internal and external to the Bank and the Company. In general, such valuation allowances are determined by evaluating, among other things: (i) the experience, ability and effectiveness of the Bank’s lending management and staff; (ii) the effectiveness of the Bank’s loan policies, procedures and internal controls; (iii) changes in asset quality; (iv) changes in loan portfolio volume; (v) the composition and concentrations of credit; (vi) the impact of competition on loan structuring and pricing; (vii) the effectiveness of the internal loan review function; (viii) the impact of environmental risks on portfolio risks; and (ix) the impact of rising interest rates on portfolio risk. Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis. Each component is determined to have either a high, moderate or low degree of risk. The results are then input into a “general allocation matrix” to determine an appropriate general valuation allowance. Included in the general valuation allowances are allocations for groups of similar loans with risk characteristics that exceed certain concentration limits established by management. Concentration risk limits have been established, among other things, for certain industry concentrations, large balance and highly leveraged credit relationships that exceed specified risk grades, and loans originated with policy exceptions that exceed specified risk grades. Loans identified as losses by management, internal loan review and/or bank examiners are charged-off. Furthermore, consumer loan accounts are charged-off automatically based on regulatory requirements. The following table details activity in the allowance for loan losses by portfolio segment for the (in thousands) Commercial Commercial Consumer Three Months Ended September 30, 2017 Real Estate and Industrial Consumer Residential Agriculture Unallocated Total Beginning balance Charge-offs Recoveries (Reversal of) provision for loan losses Ending balance Nine Months Ended September 30, 2017 Beginning balance Charge-offs Recoveries (Reversal of) provision for loan losses Ending balance Allowance for Loan Losses Allowance for Loan Losses For the Three Months Ended March 31, 2020 and 2019 For the Three Months Ended March 31, 2020 and 2019 (in thousands) Commercial Commercial Consumer Commercial Commercial Consumer Three Months Ended September 30, 2016 Real Estate and Industrial Consumer Residential Agriculture Unallocated Total Three Months Ended March 31, 2020 Real Estate and Industrial Consumer Residential Agriculture Unallocated Total Beginning balance Charge-offs Recoveries (Reversal of) provision for loan losses Provision for (reversal of) loan losses Ending balance Nine Months Ended September 30, 2016 Beginning balance Charge-offs Recoveries (Reversal of) provision for loan losses Ending balance Commercial Commercial Consumer Three Months Ended March 31, 2019 Real Estate and Industrial Consumer Residential Agriculture Unallocated Total Beginning balance Charge-offs Recoveries Provision for (reversal of) loan losses Ending balance (in thousands) Commercial Commercial Consumer March 31, 2020 Real Estate and Industrial Consumer Residential Agriculture Unallocated Total Allowance for loan losses for loans: Individually evaluated for impairment Collectively evaluated for impairment Ending gross loan balances: Individually evaluated for impairment Collectively evaluated for impairment December 31, 2019 Allowance for loan losses for loans: Individually evaluated for impairment Collectively evaluated for impairment Ending gross loan balances: Individually evaluated for impairment Collectively evaluated for impairment (in thousands) Commercial Commercial Consumer September 30, 2017 Real Estate and Industrial Consumer Residential Agriculture Unallocated Total Allowance for loan losses for loans: Individually evaluated for impairment Collectively evaluated for impairment Ending gross loan balances: Individually evaluated for impairment Individually evaluated purchased credit impaired loans Collectively evaluated for impairment December 31, 2016 Allowance for loan losses for loans: Individually evaluated for impairment Collectively evaluated for impairment Ending gross loans balances: Individually evaluated for impairment Individually evaluated purchased credit impaired loans Collectively evaluated for impairment September 30, 2016 Allowance for loan losses for loans: Individually evaluated for impairment Collectively evaluated for impairment Ending gross loans balances: Individually evaluated for impairment Individually evaluated purchased credit impaired loans Collectively evaluated for impairment Changes in the reserve for off-balance-sheet commitments were as follows: THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, THREE MONTHS ENDED MARCH 31, 2017 2016 2017 2016 (in thousands) 2020 2019 Balance, beginning of period Provision (Recovery) to Operations for Off Balance Sheet Commitments Provision to Operations for Off Balance Sheet Commitments Balance, end of period The method for calculating the reserve for off-balance-sheet loan commitments is based on a reserve percentage which is less than other outstanding loan types because they are at a lower risk level. This reserve percentage, based on many factors including historical losses and existing economic conditions, is evaluated by management periodically and is applied to the total undisbursed loan commitment balance to calculate the reserve for off-balance-sheet commitments. Reserves for off-balance-sheet commitments are recorded in interest payable and other liabilities on the condensed consolidated balance sheets. At NOTE Most of our office leases include one or more optional renewal periods. The Company has not elected the hindsight practical expedient and therefore potential payments related to future lease renewal options are not reflected in the ROU asset and lease liability. Generally, all of the lease contracts have annual rent payment increases, some of which are based on the Consumer Price Index and others are fixed increases that are set forth within the contracts. The majority of our lease contracts are gross leases, in which a The Company determined the operating lease liability as of January 1, 2019, by calculating the present value of remaining base rent cash payments on each of its leases, excluding any renewal options regardless of the For the three-months ended March 31, 2020, the total expense recorded for our leases was $276,000, as compared to $274,000 for the same period of the prior year. NOTE Fair values of financial instruments — The consolidated financial statements include various estimated fair value information as of We determine the fair values of our financial instruments based on the fair value hierarchy established under applicable accounting guidance which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value: Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. In certain cases, the inputs used to measure fair value may fall into different Following is a description of valuation methodologies used for assets and liabilities in the tables below: Cash and cash equivalents – The carrying amounts of cash and cash equivalents approximate their fair value and are considered a level 1 valuation. Restricted Equity Securities- The carrying amounts of the stock the Loans receivable — Deposit liabilities — The fair values estimated for demand deposits (interest and non-interest checking, savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e. their carrying amounts). The carrying amounts for variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of the aggregate expected monthly maturities on time deposits. The fair value of deposits is determined by the Company’s internal assets and liabilities modeling system that accounts for various inputs such as decay rates, rate floors, FHLB yield curve, maturities and current rates offered on new accounts. Fair value on deposits is considered a level 3 valuation. Interest receivable and payable - The carrying amounts of accrued interest approximate their fair value and are considered to be a level 2 valuation. Off-balance-sheet instruments — Fair values for the Bank’s off-balance-sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the credit standing of the counterparties. The Company considers the Bank’s off balance sheet instruments to be a level 3 valuation. The estimated fair values of the Hierarchy Hierarchy (in thousands) Carrying Fair Valuation Carrying Fair Valuation Amount Value Level Amount Value Level Financial assets: Cash and cash equivalents Restricted equity securities Loans, net Interest receivable Financial liabilities: Deposits ) ) Interest payable ) ) Off-balance-sheet assets (liabilities): Commitments and standby letters of credit ) The estimated fair values of the Hierarchy Hierarchy (in thousands) Carrying Fair Valuation Carrying Fair Valuation Amount Value Level Amount Value Level Financial assets: Cash and cash equivalents Restricted equity securities Loans, net Interest receivable Financial liabilities: Deposits ) ) Interest payable ) ) Off-balance-sheet assets (liabilities): Commitments and standby letters of credit ) The following table presents the carrying value of recurring and nonrecurring financial instruments that were measured at fair value and that were still held in the condensed consolidated balance sheets at each respective period end, by level within the fair value hierarchy as of Fair Value Measurements at September 30, 2017 Using (in thousands) September 30, 2017 Quoted Prices Significant Significant Assets and liabilities measured on a recurring basis: Available-for-sale securities: U.S. agencies Collateralized mortgage obligations Municipalities SBA pools Corporate debt Asset backed securities Mutual fund Assets and liabilities measured on a non-recurring basis: Impaired loans: Land Commercial and industrial Other real estate owned Fair Value Measurements at December 31, 2016 Using (in thousands) December 31, Quoted Prices Significant Significant Assets and liabilities measured on a recurring basis: Available-for-sale securities U.S. agencies Collateralized mortgage obligations Municipalities SBA pools Corporate debt Asset backed securities Mutual fund Assets and liabilities measured on a non-recurring basis: Impaired loans: Land Commercial and industrial Other real estate owned Fair Value Measurements as of March 31, 2020 Using (in thousands) March 31, 2020 Quoted Prices Significant Significant Assets and liabilities measured on a recurring basis: Available-for-sale securities: U.S. agencies Collateralized mortgage obligations Municipalities Small Business Administration pools Corporate debt Asset backed securities Equity Securities:* Mutual fund Assets and liabilities measured on a non-recurring basis: Impaired loans: Land Consumer residential Fair Value Measurements at December 31, 2019 Using (in thousands) December 31, 2019 Quoted Prices Significant Significant Assets and liabilities measured on a recurring basis: Available-for-sale securities: U.S. agencies Collateralized mortgage obligations Municipalities Small Business Administration pools Corporate debt Asset backed securities Equity Securities:* Mutual fund Assets and liabilities measured on a non-recurring basis: Impaired loans: Land Consumer residential Available-for-sale and equity securities - Investment securities Impaired loans - ASC Topic 820 applies to loans measured for impairment using the practical expedients permitted by ASC Topic 310, Accounting by Creditors for Impairment of a Loan. The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Impaired loans where an allowance is established based on the fair value of collateral less the cost related to liquidation of the 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, the Company records the impaired loan as non-recurring Level 3. Likewise, when an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as non-recurring Level 3. There have been no significant changes in the valuation techniques during the three-month period ended NOTE Earnings per share (“EPS”) are based upon the weighted average number of common shares outstanding during each year. The following table shows: (1) weighted average basic shares, (2) effect of dilutive securities related to stock options and non-vested restricted stock, and (3) weighted average shares of common stock and common stock equivalents. Net income available to common stockholders is calculated as net income reduced by dividends accumulated on preferred stock, if any. Basic EPS The THREE MONTHS ENDED (In thousands) SEPTEMBER 30, 2017 2016 BASIC EARNINGS PER SHARE Net income Weighted average shares outstanding Net income per common share DILUTED EARNINGS PER SHARE Net income Weighted average shares outstanding Effect of dilutive stock options Effect of dilutive non-vested restricted shares Weighted average shares of common stock and common stock equivalents Net income per diluted common share NINE MONTHS ENDED (In thousands) SEPTEMBER 30, 2017 2016 BASIC EARNINGS PER SHARE Net income Weighted average shares outstanding Net income per common share DILUTED EARNINGS PER SHARE Net income Weighted average shares outstanding Effect of dilutive stock options Effect of dilutive non-vested restricted shares Weighted average shares of common stock and common stock equivalents Net income per diluted common share THREE MONTHS ENDED (In thousands) MARCH 31, 2020 2019 BASIC EARNINGS PER SHARE Net income Weighted average shares outstanding Net income per common share DILUTED EARNINGS PER SHARE Net income Weighted average shares outstanding Effect of dilutive non-vested restricted shares Weighted average shares of common stock and common stock equivalents Net income per diluted common share NOTE 8 – RISKS AND UNCERTAINTIES The coronavirus (“COVID-19”) pandemic and the Federal Reserve's response to the economic challenges during the first quarter of 2020 has resulted in an uncertain and rapidly evolving economy. Governmental response to combat this pandemic have resulted in approximately 17% of the Company’s branch staff and 81% of administrative staff to work remotely. The Company’s business continuity plans have been activated by COVID-19 which includes the ability to support all employees in a remote work environment. These remote work arrangements have not adversely impacted the ability to serve clients and have not had an impact on the Company’s financial reporting systems or the internal controls over financial reporting, disclosures and related procedures. The most significant impact of COVID-19 on the Company’s business has been to the quality of the loan portfolio and to net interest income as short-term interest rates have sharply declined. The Company has increased the qualitative factors used in the determination of the adequacy of the allowance for loan and lease loss in anticipation of the impact that COVID-19 will have on clients and their ability to fulfill their obligations. There is no certainty that the provisions made during the first quarter of 2020 will be sufficient to absorb the losses that stem from the impact of COVID-19 on the Company’s clients. As the longer-term effects on clients from the COVID-19 pandemic become more apparent, it may be necessary to charge-off some or all of the balance on certain loans and make further provisions to increase the allowance for loan and lease losses. These potential additional provisions for loan and lease losses will have a direct impact upon capital, including the potential need to reevaluate a valuation allowance on our deferred tax asset. At this time, the Company does not expect that there would be any material impairment to the valuation of other long-lived assets, right of use assets, or our investment securities. Increased demand for liquidity by clients is another impact that could occur should the COVID-19 effects be prolonged. As of March 31, 2020, the Company and the Bank's on-balance sheet liquidity was very strong and combined with contingent liquidity resources, management believes that the Bank has sufficient resources to meet the liquidity needs of its clients. In response to COVID-19, the Federal Reserve has made other provisions that could assist the Bank in satisfying its liquidity needs, such as reducing the reserve requirement to zero, expanding access to the discount window through collateral pledging and extension of term borrowings. The extent to which the COVID-19 pandemic affects the Company’s future financial results and operations will depend on future developments which are highly uncertain and cannot be predicted, including new information which may emerge concerning the duration and broad impacts of the pandemic, and current or future actions in response thereto. See Part II, Item 1A, Risk Factors, for an additional discussion of risk related to COVID-19. NOTE 9 – SUBSEQUENT EVENTS With the passage of the Paycheck Protection Program (“PPP”), administered by the Small Business Administration (“SBA”), the Company assisted its customers with applications for resources through the program. As of April 16, 2020, all $350 billion of the available funds under Round One of this program had been allocated. The Treasury Department later announced that an additional $310 billion would be available for Round Two of PPP, which commenced on April 27, 2020. As of May 7, 2020, the SBA reported that approximately $125 billion was unallocated and available for funding under Round Two. PPP loans have a two-year term and earn interest at 1%. The Company believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program which will result in loan pay-offs throughout the remainder of the year. As of May 7, 2020, the Company has received approvals with the SBA for 1,278 PPP loans representing approximately $220,259,000 in funding. As a result, the Company is expecting to receive fee income that will be recorded in total interest income, amortized over the life of the loans. It is the Company’s understanding that loans funded through the PPP program are fully guaranteed by the U.S. government. Should those circumstances change, the Company could be required to establish additional allowance for credit losses through additional provision for credit loss expense charged to earnings. The COVID-19 Pandemic has negatively impacted the revenue streams of certain clients of the Company, and therefore, the Company has elected to allow these clients to defer payments for a term up to six months. These deferrals were specifically related to the pandemic and the resulting economic hardships. No deferrals were granted to during the first quarter of 2020. As of May 7, 2020, the Company has agreed to payment deferrals on 33 loans with an outstanding balance of $432,236,000 thus far during the second quarter of 2020. After an evaluation of financial stability, no specific loan loss reserve allocation was required on any of these loans at the time of deferral. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion explains the significant factors affecting The discussion and Forward-Looking Statements Some matters discussed in this Form 10-Q may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and therefore may involve risks, uncertainties and other factors which may cause Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made, whether as a result of new information, future developments or otherwise, except as may be required by law. COVID-19 Impact The coronavirus (“COVID-19”) pandemic and the Federal Reserve's response to the economic challenges during the first quarter of 2020 has resulted in an uncertain and rapidly evolving economy. Governmental response to combat this pandemic have resulted in approximately 17% of our branch staff and 81% of our administrative staff to work remotely. Our business continuity plans have been activated by COVID-19 and we have been able to fully support our remote workforce and have the ability to support all employees in a remote work environment. These remote work arrangements have not adversely impacted our ability to serve our clients, and have not had an impact on our financial reporting systems or the internal controls we have over financial reporting, disclosures and related procedures. The most significant impact of COVID-19 on our business has been to the quality of our loan portfolio and to net interest income as short-term interest rates have sharply declined. We have increased the qualitative factors used in the determination of the adequacy of our allowance for loan and lease loss in anticipation of the impact that COVID-19 will have on our clients and their ability to fulfill their obligations. We have no certainty that the provisions we made during the first quarter of 2020 will be sufficient to absorb the losses that stem from the impact of COVID-19 on our clients. As the longer-term effects on our clients from the COVID-19 pandemic become more apparent, we may need to charge-off some or all of the balance on certain loans and make further provisions to increase our allowance for loan and lease losses. These potential additional provisions for loan and lease losses will have a direct impact upon our capital, including the potential need to reevaluate the need for a valuation allowance on our deferred tax asset. At this time, we don't expect that there would be any material impairment to the valuation of other long-lived assets, right of use assets, or our investment securities. The Bank is currently well capitalized under federal banking regulations that apply to all United States-based banks, see “Capital Ratios” section below for more information on the Bank’s capital position. In the event that future loan and leases loss and/or tax provisions reduce our capital surplus, we would be required to undertake measures to return the Bank's capital ratios to well capitalized levels, which could include but not be limited to raising additional capital or reducing the Banks asset size. We believe that we would have access to equity and debt markets to secure additional capital for the Bank should the need arise, but we have no certainty regarding the extent of the availability of these markets at the time such need would arise. Increased demand for liquidity by our clients is another impact that we anticipate could occur should the COVID-19 effects be prolonged. As of March 31, 2020 the Company and the Bank's on-balance sheet liquidity was very strong and combined with our contingent liquidity resources, we believe that the Bank has sufficient resources to meet the liquidity needs of our clients. In response to COVID-19, the Federal Reserve has made other provisions that could assist the Bank in satisfying its liquidity needs, such as reducing our reserve requirement to zero, expanding access to the discount window through collateral pledging and extension of term borrowings. The extent to which the COVID-19 pandemic affects the Company’s future financial results and operations will depend on future developments which are highly uncertain and cannot be predicted, including new information which may emerge concerning the duration and broad impacts of the pandemic, and current or future actions in response thereto. Management is working closely with our Board of Directors as we plan and execute our response to the significant disruption caused by the crisis. See “Management’s Discussion and Analysis of Financial Position and Results of Operations” and Part II, Item 1A, Risk Factors, for additional discussion of risks related to the COVID-19 pandemic. Critical Management has determined the following five accounting Allowance for Loan Losses Accounting for allowance for loan losses involves significant judgment and assumptions by management and is based on ● the specific review of individual loans, ● the segmenting and review of loan pools with similar characteristics, and ● management’s estimate based on various subjective factors. The first phase of The second phase involves the segmenting of the In the third phase, ● concentration of credits, ● delinquency trends, ● non-accrual loan trends, ● problem loan trends, ● loss and recovery trends, ● quality of loan review, ● lending and management staff, ● lending policies and procedures, ● economic and business conditions, and ● other external factors, including regulatory review. Management estimates the probable effect of such conditions based on Central to Non-Accrual Loan Policy Interest on loans is credited to income as earned and is accrued only if deemed collectible. Accrual of interest is discontinued when a loan is over 90 days delinquent or if management believes that collection is highly uncertain. Generally, payments received on non-accrual loans are recorded as principal reductions. Interest income is recognized after all principal has been repaid or an improvement in the condition of the loan has occurred that would warrant resumption of interest accruals. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Asset Impairment Judgments Certain Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired and are carried at fair value or below. Appraisals are done periodically on impaired loans and if required an allowance is established based on the fair value of collateral less the cost related to liquidation of the collateral. In some circumstances, an impaired loan may be charged off to bring the carrying value to fair value. OREO acquired through, or in lieu of, foreclosure, are held-for-sale and are initially recorded at Net realizable value of the underlying collateral is the fair value of the collateral less estimated selling costs and any prior liens. Appraisals, recent comparable sales, offers and listing prices are factored in when valuing the collateral. In general, as interest rates rise, the market value of fixed-rate securities will decrease; as interest rates fall, the market value of fixed-rate securities will increase. With significant changes in interest rates, Fair Value Measurements Income Taxes Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the The Company files income tax returns in the U.S. federal jurisdiction, and the state of California. Introduction Oak Valley Community Bank (“the Bank”) commenced operations in May 1991. The Bank offers a complement of business checking and savings accounts for its business customers. The Bank also offers commercial and real estate loans, as well as lines of credit. Real estate loans are generally of a short-term nature for both residential and commercial purposes. Longer-term real estate loans are generally made with adjustable interest rates and contain normal provisions for acceleration. In addition, the Bank offers traditional residential mortgages through a third party. The Bank also offers other services for both individuals and businesses including online banking, remote deposit capture, merchant services, night depository, extended hours, Overview of Results of Operations and Financial Condition The purpose of this summary is to provide an overview of the items that management focuses on when evaluating the condition of the Company and its success in implementing its business and shareholder value strategies. The Company’s business strategy is to operate the Bank as a well-capitalized, profitable and independent community-oriented bank. The Company’s shareholder value strategy has three major objectives: (1) enhancing shareholder value; (2) making its retail banking franchise more valuable; and (3) efficiently utilizing its capital. Management believes the following were The Company recognized net income of • The Company recognized loan loss provisions of Net interest income increased Non-interest income increased by Non-interest expense increased by Total assets Income Summary For the period in 2019. Net income before provisions for income taxes Pre-Tax Income Variance Summary: (In thousands) Effect on Pre-Tax Income September 30, 2017 Effect on Pre-Tax Income Increase (Decrease) Nine months ended September 30, 2017 Change from 2016 to 2017 in: Net interest income Provision for loan losses Non-interest income Non-interest expense Change in net income before income taxes (In thousands) Effect on Pre-Tax Income Increase (Decrease) Three Months Ended March 31, 2020 Change from 2019 to 2020 in: Net interest income Provision for loan losses Non-interest income Non-interest expense Change in net income before income taxes These variances will be explained in the discussion below. Net Interest Income Net interest income is the largest source of the The net interest margin (net interest income as a percentage of average The cost of funds on interest-bearing Net interest income has already been impacted by the COVID-19 during the first quarter and there may be additional negative effects. First, interest rates have already declined sharply at the end of the first quarter which reduced the yield on our earning assets which will continue as assets mature and reprice. Second, an economic recession could reduce the demand for loans and cause credit quality deterioration leading to more non-accrual loans, for which interest income is not recognized. Third, an increase in demand for liquidity by our clients could result in a decrease in deposits and force us to rely on our lines of credit, which could potentially increase our cost of funds. As of March 31, 2020 the Company and the Bank's on-balance sheet liquidity was very strong and combined with our contingent liquidity resources, we believe that the Bank has sufficient resources to meet the liquidity needs of our clients. The following tables Net Interest Analysis Three months ended Three months ended Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 March 31, 2020 March 31, 2019 (in thousands) Average Balance Interest Income / Expense Avg Rate/ Yield (5) Average Balance Interest Income / Expense Avg Rate/ Yield (5) Average Balance Interest Income / Expense Avg Rate/ Yield (5) Average Balance Interest Income / Expense Avg Rate/ Yield (5) Assets: Earning assets: Gross loans (1) (2) Investment securities (2) Federal funds sold Interest-earning deposits Total interest-earning assets Total noninterest earning assets Total Assets Total assets Liabilities and Shareholders' Equity: Interest-bearing liabilities: Interest-earning DDA Money market deposits Savings deposits Time certificates of deposit $250,000 or more Other time deposits Other borrowings Total interest-bearing liabilities Noninterest-bearing liabilities: Noninterest-bearing deposits Other liabilities Total noninterest-bearing liabilities Shareholders' equity Total liabilities and shareholders' equity Net interest income Net interest spread (3) Net interest margin (4) (1) Loan fees have been included in the calculation of interest income. (2) Yields and interest income on municipal securities and loans have been adjusted to their fully-taxable equivalents, based on a federal marginal tax rate of (3) Represents the average rate earned on interest-earning assets less the average rate paid on interest-bearing liabilities. (4) Represents net interest income as a percentage of average interest-earning assets. (5) Annual interest rates are computed by dividing the interest income/expense by the number of days in the period multiplied by 365. Nine months ended September 30, 2017 Nine months ended September 30, 2016 (in thousands) Average Balance Interest Income / Expense Avg Rate/ Yield (5) Average Balance Interest Income / Expense Avg Rate/ Yield (5) Assets: Earning assets: Gross loans (1) (2) Investment securities (2) Federal funds sold Interest-earning deposits Total interest-earning assets Total noninterest earning assets Total assets Liabilities and Shareholders' Equity: Interest-bearing liabilities: Interest-earning DDA Money market deposits Savings deposits Time certificates of deposit $250,000 or more Other time deposits Other borrowings Total interest-bearing liabilities Noninterest-bearing liabilities: Noninterest-bearing deposits Other liabilities Total noninterest-bearing liabilities Shareholders' equity Total liabilities and shareholders' equity Net interest income Net interest spread (3) Net interest margin (4) Rate / Volume Variance (In thousands) For the Three Months Ended For the Three Months Ended September 30, 2017 vs 2016 March 31, 2020 vs 2019 Increase (Decrease) Increase (Decrease) in interest income and expense in interest income and expense (in thousands) due to changes in: due to changes in: Volume Rate Total Volume Rate Total Interest income: Gross loans (1) (2) Investment securities (2) Federal funds sold Interest-earning deposits Total interest income Interest expense: Interest-earning DDA Money market deposits Savings deposits Time CD $250K or more Other time deposits Other borrowings Total interest expense Change in net interest income (2) Interest income on municipal securities and loans has been adjusted to their fully-taxable equivalents, based on a federal marginal tax rate of The table above reflects an increase of For the Nine Months Ended September 30, 2017 vs 2016 Increase (Decrease) in interest income and expense (in thousands) due to changes in: Volume Rate Total Interest income: Gross loans (1) (2) Investment securities (2) Federal funds sold Interest-earning deposits Total interest income Interest expense: Interest-earning DDA Money market deposits Savings deposits Time CD $250K or more Other time deposits Other borrowings Total interest expense Change in net interest income (in thousands) For the Three Months Ended September 30, 2017 2016 $ change % change Service charges on deposits Earnings on cash surrender value of life insurance Mortgage commissions Gains on calls and sales of securities Other income Total non-interest income (in thousands) For the Nine Months Ended September 30, 2017 2016 $ change % change Service charges on deposits Earnings on cash surrender value of life insurance Mortgage commissions Net gain on sales and calls of securities Other income Total non-interest income (in thousands) For the Three Months Ended September 30, 2017 2016 $ change % change Salaries and employee benefits Occupancy Data processing fees Regulatory assessments (FDIC & DBO) Other Total non-interest expense (in thousands) For the Nine Months Ended September 30, 2017 2016 $ change % change Salaries and employee benefits Occupancy Data processing fees Regulatory assessments (FDIC & DBO) Other Total non-interest expense (in thousands) September 30, December 31, 2017 2016 Loans in non-accrual status Loans past due 90 days or more and accruing Total non-performing loans Other real estate owned Total non-performing assets Allowance for loan losses Asset quality ratios: Non-performing assets to total assets % % Non-performing loans to total loans % % Allowance for loan losses to total loans % % Allowance for loan losses to total non-performing loans % % The Company makes provisions for loan losses when required to bring the total allowance for loan and lease losses to a level deemed appropriate for the level of risk in the loan portfolio. At least quarterly, management conducts an assessment of the overall quality of the loan portfolio and general economic trends in the local market. The determination of the appropriate level for the allowance is based on that review, considering such factors as historical experience, the volume and type of lending conducted, the amount of and identified potential loss associated with specific non-performing loans, regulatory policies, general economic conditions, and other factors related to the collectability of loans in the portfolio. The Company recorded loan loss provisions of $450,000 during the three-months ended March 31, 2020, as compared to no provisions during the same period of 2019, mainly due to loan growth during 2020 and an adjustment to our reserve calculation for qualitative risk factors related to the current economic environment. The provision of $450,000 during the first quarter was due mainly to the impact of the COVID-19 pandemic. Management reviewed the qualitative factors within the allowance for loan loss calculation and determined that a macro-economic adjustment was necessary to account for the potential negative impact of the financial strain that is being experienced by certain borrowers. Management will continue to closely monitor the economic impacts to our loan portfolio and may need to make further qualitative adjustments depending on the severity and longevity of the COVID-19 pandemic. Non-Interest Income Non-interest income represents service charges on deposit accounts and other non-interest related charges and fees, including fees from mortgage commissions and investment service fee income. For the three-month period ended March 31, 2020, non-interest income was $1,284,000, representing an increase of $9,000 or 0.7%, compared to the same period in 2019. The following tables show the major components of non-interest income: (in thousands) For the Three Months Ended March 31, 2020 2019 $ change % change Service charges on deposits Debit card transaction fee income Earnings on cash surrender value of life insurance Mortgage commissions Gains on sales and calls of securities Other income Total non-interest income Service charges on deposits decreased by $6,000 for the three-months ended March 31, 2020, compared to the same period in 2019. The number of deposit accounts has increased but corresponding service fee income has decreased slightly due to higher balances per account which allow for service charges to be waived on certain accounts. Debit card transaction fee income increased by $21,000 for the three-months ended March 31, 2020, compared to the same period in 2019, due to an increase in the number of deposit accounts and corresponding service fee income. Earnings on cash surrender value of life insurance increased by $49,000 for the three-months ended March 31, 2020, compared to the same period in 2019. The increase was due to four new life insurance policies purchased on certain directors and officers during the third quarter of 2019. Mortgage commissions increased by $23,000 for the three-months ended March 31, 2020, as compared to the same period of 2019, as the demand for home purchases and refinancing has expanded during 2019. There were no gains or losses on calls and sales of securities during the three-months ended March 31, 2020, as compared to gains of $109,000 recorded in the same period of 2019, as the volume of called securities continues to be higher than normal in 2020 and 2019 due to the low interest rate environment. Other income increased by $31,000 for the three-month period ended March 31, 2020, as compared to the same period of 2019, mainly due to an increase of $24,000 in investment advisory service fee income. Non-Interest Expense Non-interest expense represents salaries and benefits, occupancy expenses, professional expenses, outside services, and other miscellaneous expenses necessary to conduct business. The following tables show the major components of non-interest expenses: (in thousands) For the Three Months Ended March 31, 2020 2019 $ change % change Salaries and employee benefits Occupancy expenses Data processing fees Regulatory assessments (FDIC & DBO) Other operating expenses Total non-interest expense Non-interest expenses increased by $216,000 or 3.0% for the three-months ended March 31, 2020, as compared to the same period of 2019. Salaries and employee benefits increased $197,000 for the three-months ended March 31, 2020, as compared to the same period of 2019, primarily due to additional staffing required to support the continued loan and deposit growth. Occupancy expenses decreased by $22,000 for the three-months ended March 31, 2020, as compared to the same period of 2019, due in part to a decrease in various maintenance expenses incurred to keep our branches at professional level our customers have come to expect. Data processing fees increased by $47,000 for the three-month period ended March 31, 2020, as compared to the same period of 2019. The increase is mainly due to servicing costs on the growing number of loan and deposit accounts. FDIC and DBO (California Department of Business Oversight) regulatory assessments decreased by $80,000 for the three-months ended March 31, 2020, as compared to the same period in 2019. In January 2019, the FDIC sent notification that small banks less than $10 billion would receive assessment credits for the portion of their assessments that contributed to the growth in the Deposit Insurance Fund Reserve Ratio from 1.15% to 1.35%, to be applied when the reserve ratio reached 1.38%. That threshold has since been met and therefore the Company did not recognize any expense for FDIC assessments during the last three quarters. Additionally, the initial base assessment rate for financial institutions varies based on the overall risk profile of the institution as defined by the FDIC and the Company’s risk profile has improved throughout 2019, resulting in a reduction in the Company’s assessment rate. However, management expects it to be offset by deposit growth throughout the remainder of 2020, as the FDIC assessment rates are applied to average quarterly total liabilities as the primary basis. Other expense increased by $74,000 for the three-months ended March 31, 2020, as compared to the same period in 2019, due to increases in a variety of general operating expenses as the Company’s business portfolios continue to expand. Management anticipates that non-interest expense will continue to increase as the Company continues to grow. However, management remains committed to cost-control and efficiency, and expects to keep these increases to a minimum relative to growth. Income Taxes The CARES Act, passed by Congress during the first quarter of 2020 in response to the COVID-19 pandemic, provides for assistance in the form of income tax related relief measures, including temporary changes to income tax laws such as the ability to carryback NOLs for a period of five years, which does not apply to our Company. Management performed an evaluation of the tax relief measures available, and determined there was no significant impact to our Company, and therefore, no tax relief provisions were applied. The Company reported provisions for income taxes of $904,000 for the three-month period ended March 31, 2020, representing a decrease of $145,000, compared to the provisions reported in the comparable period of 2019. The effective income tax rate on income from continuing operations was 25.0% for the three-months ended March 31, 2020, compared to 25.3% for the comparable period of 2019. These provisions reflect accruals for taxes at the applicable rates for federal income tax and California franchise tax based upon reported pre-tax income, and adjusted for the effects of all permanent differences between income for tax and financial reporting purposes (such as earnings on qualified municipal securities, bank owned life insurance and certain tax-exempt loans). The disparity between the effective tax rates for 2020 as compared to 2019 is primarily due to tax credits from low income housing projects as well as tax free-income on municipal securities and loans that comprised a larger proportion of pre-tax income in 2020 as compared to 2019. Asset Quality Non-performing assets consist of loans on non-accrual status, including loans restructured on non-accrual status, where the terms of repayment have been renegotiated resulting in a reduction or deferral of interest or principal, loans 90 days or more past due and still accruing interest and OREO. Loans are generally placed on non-accrual status when they become 90 days past due, unless management believes the loan is adequately collateralized and in the process of collection. The past due loans may or may not be adequately collateralized, but collection efforts are continuously pursued. Loans may be restructured by management when a borrower has experienced some changes in financial status, causing an inability to meet the original repayment terms, and where management believes the borrower will eventually overcome those circumstances and repay the loan in full. OREO consists of properties acquired by foreclosure or similar means and which management intends to offer for sale. Non-accrual loans totaled $960,000 and $1,103,000 as of March 31, 2020 and December 31, 2019, respectively. The non-accrual loans as of March 31, 2020 are loans made to two borrowers primarily for commercial real estate land and consumer residential. As of March 31, 2020, the Company had one loan considered troubled debt restructurings totaling $823,000, which is included in non-accrual loans. OREO as of March 31, 2020 and December 31, 2019 consisted of one property, a residential land acquired through foreclosure that was written down to a zero balance because the public utilities have not been obtainable, therefore, rendering these land lots unmarketable at this time. There were no sales, acquisitions or fair value adjustments of OREO properties during the first three months of 2020 and 2019. The following table presents information about the Bank’s non-performing assets, including asset quality ratios as of March 31, 2020 and December 31, 2019: Non-Performing Assets (in thousands) March 31, December 31, 2020 2019 Loans in non-accrual status Loans past due 90 days or more and accruing Total non-performing loans Other real estate owned Total non-performing assets Allowance for loan losses Asset quality ratios: Non-performing assets to total assets % % Non-performing loans to total loans % % Allowance for loan losses to total loans % % Allowance for loan losses to total non-performing loans % % Non-performing assets decreased by $143,000 as of March 31, 2020, as compared to December 31, 2019, due to payments received from borrowers on two loans on non-accrual status during the first quarter of 2020. Allowance for Loan and Lease Losses Due to credit risk inherent in the lending business, the Company routinely sets aside allowances through charges to earnings. Such charges are not only made for the outstanding loan portfolio, but also for off-balance sheet items, such as commitments to extend credits or letters of credit. Charges for the outstanding loan portfolio have been credited to the allowance for loan losses, whereas charges for off-balance sheet items have been credited to the reserve for off-balance sheet items, which is presented as a component of other liabilities. The Company recorded loan loss provisions of $450,000 during the three-months ended March 31, 2020, as compared to no provisions in the same period of 2019. This increase is mainly a result of the higher volume of loan growth during 2020 as compared to 2019, and an adjustment to our loan loss reserve calculation to account for qualitative risk factors related to the current economic environment. The provision of $450,000 during the first quarter was due mainly to the impact of the COVID-19 pandemic. Management reviewed the qualitative factors within the allowance for loan loss calculation and determined that a macro-economic adjustment was necessary to account for the potential negative impact of the financial strain that is being experienced by certain borrowers. Management will continue to closely monitor the economic impacts to our loan portfolio and may need to make further qualitative adjustments depending on the severity and longevity of the COVID-19 pandemic. The allowance for loan losses increased by $440,000, to $9,586,000 as of March 31, 2020, as compared to $9,146,000 as of December 31, 2019, due to the $450,000 provision for loan loss during the first three months of 2020, which was partially offset by net loan charge-offs of $10,000 during the same period. These factors combined with the increase in the gross loan balance resulted in a slight increase in the allowance for loan losses as a percentage of total loans to 1.26% as of March 31, 2020, as compared to 1.22% as of December 31, 2019. The Company will continue to monitor the adequacy of the allowance for loan losses and make additions to the allowance in accordance with the analysis referred to above. Because of uncertainties inherent in estimating the appropriate level of the allowance for loan losses, actual results may differ from management’s estimate of credit losses and the related allowance. The Company makes provisions for loan losses when required to bring the total allowance for loan and lease losses to a level deemed appropriate for the level of risk in the loan portfolio. At least quarterly, management conducts an assessment of the overall quality of the loan portfolio and general economic trends in the local market. The determination of the appropriate level for the allowance is based on that review, considering such factors as historical experience, the volume and type of lending conducted, the amount of and identified potential loss associated with specific non-performing loans, regulatory policies, general economic conditions, and other factors related to the collectability of loans in the portfolio. Although management believes the allowance Investment Activities Investments are a key source of interest income. Management of Cash Equivalents The Company holds federal funds sold, unpledged available-for-sale securities and salable Investment Securities Management of Management has evaluated the investment securities portfolio to determine if the impairment of any security in an unrealized loss position is temporary or other than temporary. Deposits Total deposits Deposits Outstanding September 30, December 31, Nine Month Change (in thousands) 2017 2016 % Demand MMDA Savings Time < $250K Time > $250K March 31, December 31, Three Month Change (in thousands) 2020 2019 % Demand MMDA Savings Time < $250K Time > $250K Since Borrowings Although deposits are the primary source of funds for Capital Ratios The Company is regulated by the In July 2013, the FRB and other U.S. banking regulators approved final rules regarding new risk-based capital, leverage and liquidity standards, known as “Basel III.” The 4.0%. In addition to the community banking organizations (i.e., the community bank leverage ratio (CBLR) framework), as required by the Economic Growth, Regulatory Relief and Consumer Protection Act. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework. In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 9.0%, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital. The CBLR framework became available for banks to use in their March 31, 2020, Call Report. The Company has performed a preliminary analysis of the changes to capital adequacy and reporting requirements within the quarterly Call Report, and has made the decision that it will not opt into the CBLR framework. Failure to meet minimum capital requirements can trigger regulatory actions that could have a material adverse effect on The following To be well capitalized under (in thousands) For capital prompt corrective Regulatory Actual adequacy purposes action provisions Actual Minimum (1) Capital ratios for Bank: Amount Ratio Amount Ratio Amount Ratio Amount Ratio Amount Ratio As of September 30, 2017 As of March 31, 2020 Total capital (to Risk- Weighted Assets) >9.25% >10.0% >10.5% Tier I capital (to Risk- Weighted Assets) >7.25% >8.0% >8.5% Common Equity Tier 1 Capital (to Risk Weighted Assets) >5.75% >6.5% >7.0% Tier I capital (to Average Assets) >4.0% >5.0% >4.0% As of December 31, 2016 As of December 31, 2019 Total capital (to Risk- Weighted Assets) >8.625% >10.0% >10.5% Tier I capital (to Risk- Weighted Assets) >6.625% >8.0% >8.5% Common Equity Tier 1 Capital (to Risk Weighted Assets) >5.125% >6.5% >7.0% Tier I capital (to Average Assets) >4.0% >5.0% >4.0% Capital ratios for the Company: Capital ratios for the Company: As of September 30, 2017 As of March 31, 2020 Total capital (to Risk- Weighted Assets) >9.25% >10.5% Tier I capital (to Risk- Weighted Assets) >7.25% >8.5% Common Equity Tier 1 Capital (to Risk Weighted Assets) >5.75% >7.0% Tier I capital (to Average Assets) >4.0% >4.0% As of December 31, 2016 As of December 31, 2019 Total capital (to Risk- Weighted Assets) >8.625% >10.5% Tier I capital (to Risk- Weighted Assets) >6.625% >8.5% Common Equity Tier 1 Capital (to Risk Weighted Assets) >5.125% >7.0% Tier I capital (to Average Assets) >4.0% >4.0% Liquidity Management Since the Company is a holding company and does not conduct regular banking operations, its primary sources of liquidity are dividends from the Bank. Under the California Maintenance of adequate liquidity requires that sufficient resources be available at all times to meet As a secondary source of liquidity, During the period of uncertainty and volatility related to the COVID-19 pandemic, we will continue to monitor our liquidity. During the ordinary course of business, As of The effect on Quantitative and Qualitative Disclosures About Market Risk For qualitative and quantitative disclosures about market risk, please see the sections entitled “Market Risk” and “Interest Rate Management” in Item 7 of the Company’s 2019 Annual Report on Form 10-K. As of March 31, 2020, the Company’s exposures to market risk have not changed materially since December 31, 2019. We will continue to monitor our exposures to market risk in light of the COVID-19 pandemic. Controls and Procedures The There were no significant changes in We have not experienced any significant impact to our internal controls over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic. The design of our processes and controls allow for remote execution with accessibility to secure data. We are continually monitoring and assessing the COVID-19 situation to minimize the impact, if any, on the design and operating effectiveness on our internal controls. Legal Proceedings There are no pending, or to management's knowledge, any threatened, material legal proceedings to which Risk Factors The following risk factor supplements, and should be read in conjunction with, the risk factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The coronavirus (“COVID-19”) pandemic could adversely impact certain industries in which the Company’s customers operate and impair their ability to fulfill their obligations to the Company. Further, the spread of the pandemic could lead to an economic recession or other severe disruptions in the U.S. economy and may disrupt banking and other financial activity in the areas in which the Company operates and could potentially create widespread business continuity issues for the Company. The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. The spread of highly infectious or contagious diseases could cause severe disruptions in the U.S. economy at large, and for small businesses in particular, which could disrupt the Company’s operations and if the global response to contain the COVID-19 pandemic escalates or is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows. The COVID-19 pandemic may result in a decrease in our customers’ businesses, a decrease in consumer confidence and business generally or a disruption in the services provided by the Company. Disruptions to our customers could result in increased risk of delinquencies, defaults, foreclosures and losses on our loans, declines in revenues, negatively impact regional economic conditions, result in declines in local loan demand, liquidity of loan guarantors, loan collateral (particularly in real estate), loan originations and deposit availability and negatively impact the implementation of our growth strategy. The Company relies upon its third-party vendors to conduct business and to process, record, and monitor transactions. If any of these vendors are unable to continue to provide the Company with these services, it could negatively impact the Company’s ability to serve its customers. Furthermore, the pandemic could negatively impact the ability of the Company’s employees and customers to engage in banking and other financial transactions in the geographic areas in which the Company operates and could create widespread business continuity issues for the Company. The Company also could be adversely affected if key personnel or a significant number of employees were to become unavailable due to the effects and restrictions of a COVID-19 pandemic in our market areas. Although the Company has business continuity plans and other safeguards in place, there is no assurance that such plans and safeguards will be effective. The extent to which the COVID-19 global pandemic and measures taken in response to it will impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict; these developments include, but are not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or address its impact, U.S. and foreign government actions to respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume. See Note 8 to our Condensed Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Position and Results of Operations” for additional discussion of risks related to the COVID-19 pandemic and the actual operational and financial impacts that we have experienced to date. Unregistered Sales of Equity Securities and Use of Proceeds None. Defaults Upon Senior Securities None. Mine Safety Disclosures None. Other Information None. Exhibits The following exhibits are filed as part of this report: Exhibit No. Exhibit Description 31.01* 31.02* 32.01** 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document * ** Furnished, not SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Oak Valley Bancorp Date: By: /s/ JEFFREY A. GALL Jeffrey A. Gall Senior Vice President and Chief Financial Officer (Principal Financial Officer and duly authorized signatory)During the three and nine months ended September 30, 2017, no loans were modified as troubled debt restructurings, compared to one loan with a recorded investmentthree and nine monththree-month periods ended September 30, 2017March 31, 2020 and 2016.2019. A loan is considered to be in payment default once it is ninety days contractually past due under the modified terms.Grades–Grades– Quality ratings (Risk Grades) are assigned to all commitments and stand-alone notes. Risk grades define the basic characteristics of commitments or stand-alone note in relation to their risk. All loans are graded using a system that maximizes the loan quality information contained in loan review grades, while ensuring that the system is compatible with the grades used by bank examiners.We gradeThe Company grades loans using the following letter system:3 A3A Better Than Acceptable Loan3 B3B Acceptable Loan3 C3C Marginally Acceptable LoanOther Loans Especially MentionedSpecial Mention Loan-A high level of liquidity and whose debt-servicing capacity exceeds expected obligations by a substantial margin.-Where leverage is below average for the industry and earnings are consistent or growing without severe vulnerability to economic cycles.-Also-Unquestionable debt-servicing capacity to cover all obligations in the ordinary course of business from well-defined primary and secondary sources.-Consistent strong earnings.-Athe stronger third of the pass category, but is not strong enough to be a grade 2 and is characterized by:-Strong earnings with no loss in last three years and ample cash flow to service all debt well above policy guidelines.-Long term experienced management with depth and defined management succession.-The loan has no exceptions to policy.-Loan-to-value on real estate secured transactions is 10% to 20% less than policy guidelines.-Very liquid balance sheet that may have cash available to pay off our loan completely.-Little-Are those where the borrower has average financial strengths, a history of profitable operations and experienced management.-AreRequires collateral. A credit facility where the borrower has average financial strengths, but usually lacks reliable secondary sources of repayment other than the subject collateral. Other common characteristics can include some or all of the following: minimal background experience of management, lacking continuity of management, a start-up operation, erratic historical profitability (acceptable reasons-well identified), lack of or marginal sponsorship of guarantor, and government guaranteed loans.4W 4(W).Watch Acceptable Loan - Watch grade will be assigned to any credit that is adequately secured and performing but monitored for a number of indicators. These characteristics may include any unexpected short-term adverse financial performance from budgeted projections or prior period’s results (i.e., declining profits, sales, margins, cash flow, or increased reliance on leverage, including adverse balance sheet ratios, trade debt issues, etc.). Additionally, any managerial or personal problems of company management, decline in the entire industry or local economic conditions, or failure to provide financial information or other documentation as requested; issues regarding delinquency, overdrafts, or renewals; and any other issues that cause concern for the company. Loans to individuals or loans supported by guarantors with marginal net worth and/or marginal collateral. Weakness identified in a Watch credit is short-term in nature. Loans in this category are usually accounts the Bank would want to retain providing a positive turnaround can be expected within a reasonable time frame. Grade 4 loans are considered Pass.include:Other Loans Especially Mentioned (Special Mention).Special Mention Loan - A special mention extension of credit is defined as having potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may, at some future date result in the deterioration of the repayment prospects for the credit or the institution’s credit position. Extensions of credit that might be detailed in this category include the following:-The lending officer may be unable to properly supervise the credit because of an inadequate loan or credit agreement.-Questions exist regarding the condition of and/or control over collateral.-Economic or market conditions may unfavorably affect the obligor in the future.-A declining trend in the obligor’s operations or an imbalanced position in the balance sheet exists, but not to the point that repayment is jeopardized.‘reasonable’‘reasonable’ period of time. Reasonable is generally defined as the period between examinations. In other words, a credit classified as doubtful at an examination should be cleared up before the next exam. However, there may be situations that warrant continuation of the doubtful classification a while longer.September 30, 2017March 31, 2020 and December 31, 2016,2019, there are no loans that are classified with a risk grade of 8- Loss.ourthe Company’s loan portfolio: 3.00 3.07 3.07 3.08 3.98 4.39 3.22 3.09 3.59 2.70 2.15 2.28 3.01 3.03 3.20 3.08 3.15 3.06 20 Commercial real estate - construction 3.00 3.00 Commercial real estate - mortgages 3.05 3.02 3.73 3.72 3.04 3.04 3.05 3.05 2.23 2.29 3.02 3.02 3.18 3.17 3.06 3.03 September 30, 2017March 31, 2020 and December 31, 2016.2019. Risk grades 1 through 44(W) have been aggregated in the “Pass” line.
Construction
Mortgages $ 20,254 $ 416,289 $ 7,041 $ 56,670 $ 60,335 $ 579 $ 37,773 $ 30,049 $ 628,990 - 258 - - 3,920 - - - 4,178 - 706 1,175 - 1,189 28 63 - 3,161 - - 280 - - - - - 280 $ 20,254 $ 417,253 $ 8,496 $ 56,670 $ 65,444 $ 607 $ 37,836 $ 30,049 $ 636,609 $ 22,560 $ 388,365 $ 6,637 $ 56,159 $ 62,770 $ 738 $ 38,300 $ 28,454 $ 603,983 818 1,063 - - 189 - - - 2,070 - 67 2,906 1,242 29 372 - 4,616 - - 280 - - - - - 280 $ 23,378 $ 389,495 $ 9,823 $ 56,159 $ 64,201 $ 767 $ 38,672 $ 28,454 $ 610,949 (1)Included in the above table is Purchased Credit Impaired loans recorded at their fair value of $33,000 as of September 30, 2017 and December 31, 2016,which were acquired in the MLB Acquisition.
Construction
Mortgages $ 48,458 $ 484,778 $ 7,268 $ 69,551 $ 78,894 $ 1,057 $ 37,346 $ 22,771 $ 750,123 - 3,527 - 1,192 413 - - 1,787 6,919 - - 823 - 2,044 24 176 - 3,067 $ 48,458 $ 488,305 $ 8,091 $ 70,743 $ 81,351 $ 1,081 $ 37,522 $ 24,558 $ 760,109 $ 53,169 $ 471,594 $ 7,512 $ 69,002 $ 74,960 $ 1,249 $ 36,470 $ 26,512 $ 740,468 - 3,552 - 1,207 550 - - 1,846 7,155 - - 855 111 2,194 25 177 - 3,362 $ 53,169 $ 475,146 $ 8,367 $ 70,320 $ 77,704 $ 1,274 $ 36,647 $ 28,358 $ 750,985 management’smanagement’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including, among other things, the performance of the Company’s loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.Company’sCompany’s allowance for loan losses consists of three elements: (i) specific valuation allowances determined in accordance with ASC Topic 310 based on probable losses on specific loans; (ii) historical valuation allowances determined in accordance with ASC Topic 450 based on historical loan loss experience for similar loans with similar characteristics and trends, adjusted, as necessary, to reflect the impact of current conditions; and (iii) general valuation allowances determined in accordance with ASC Topic 450 based on general economic conditions and other qualitative risk factors both internal and external to the Bank and the Company; and (iv) unallocated allowance which represents the excess allowance not allocated to specific loans pools.Company.Company’sCompany’s pools of similar loans include similarly risk-graded groups of commercial and industrial loans, commercial real estate loans, consumer real estate loans andresidential, consumer and other loans.agriculture.threethree-months ended March 31, 2020 and nine months ended September 30, 2017 and 2016.2019. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories. $ 6,247 $ 746 $ 30 $ 321 $ 453 $ 57 $ 7,854 0 0 (9 ) 0 0 0 (9 ) 0 0 2 0 0 0 2 3 15 0 (7 ) 100 (41 ) 70 $ 6,250 $ 761 $ 23 $ 314 $ 553 $ 16 $ 7,917 $ 6,185 $ 697 $ 51 $ 325 $ 504 $ 70 $ 7,832 0 0 (26 ) 0 0 0 (26 ) 0 0 5 1 0 0 6 65 64 (7 ) (12 ) 49 (54 ) 105 $ 6,250 $ 761 $ 23 $ 314 $ 553 $ 16 $ 7,917 $ 6,133 $ 671 $ 55 $ 387 $ 431 $ 3 $ 7,680 $ 7,170 $ 1,000 $ 38 $ 306 $ 525 $ 107 $ 9,146 0 0 (5 ) 0 0 0 (5 ) 0 0 (12 ) (2 ) 0 0 (14 ) 0 0 2 0 0 0 2 0 0 3 1 0 0 4 (62 ) 60 (4 ) (8 ) 63 41 90 518 68 4 23 (59 ) (104 ) 450 $ 6,071 $ 731 $ 48 $ 379 $ 494 $ 44 $ 7,767 $ 7,688 $ 1,068 $ 33 $ 328 $ 466 $ 3 $ 9,586 $ 5,920 $ 627 $ 38 $ 426 $ 309 $ 36 $ 7,356 - - (12 ) - - - (12 ) 3 - 5 - - - 8 148 104 17 (47 ) 185 8 415 $ 6,071 $ 731 $ 48 $ 379 $ 494 $ 44 $ 7,767 23 $ 6,580 $ 1,065 $ 39 $ 304 $ 693 $ 4 $ 8,685 0 0 (10 ) 0 0 0 (10 ) 0 0 2 0 0 0 2 (40 ) (104 ) 2 (11 ) (24 ) 177 0 $ 6,540 $ 961 $ 33 $ 293 $ 669 $ 181 $ 8,677 TheThe following table details the allowance for loan losses and ending gross loan balances as of September 30, 2017,March 31, 2020 and December 31, 2016 and September 30, 20162019, summarized by collective and individual evaluation methods of impairment. $ 680 $ 0 $ 0 $ 0 $ 0 $ 0 $ 680 7,008 1,068 33 328 466 3 8,906 $ 7,688 $ 1,068 $ 33 $ 328 $ 466 $ 3 $ 9,586 $ 823 $ 0 $ 0 $ 137 $ 0 $ 0 $ 960 614,774 81,351 1,081 37,385 24,558 0 759,149 $ 615,597 $ 81,351 $ 1,081 $ 37,522 $ 24,558 $ 0 $ 760,109 $ 680 $ 0 $ 0 $ 0 $ 0 $ 0 $ 680 6,490 1,000 38 306 525 107 8,466 $ 7,170 $ 1,000 $ 38 $ 306 $ 525 $ 107 $ 9,146 $ 855 $ 0 $ 0 $ 248 $ 0 $ 0 $ 1,103 606,147 77,704 1,274 36,399 28,358 0 749,882 $ 607,002 $ 77,704 $ 1,274 $ 36,647 $ 28,358 $ 0 $ 750,985 $ 680 $ 0 $ 0 $ 0 $ 0 $ 680 5,570 761 23 314 553 16 7,237 $ 6,250 $ 761 $ 23 $ 314 $ 553 $ 16 $ 7,917 $ 993 $ 303 $ 0 $ 15 $ 0 $ 0 $ 1,311 33 0 0 0 0 0 33 501,647 65,141 607 37,821 30,049 0 635,265 $ 502,673 $ 65,444 $ 607 $ 37,836 $ 30,049 $ 0 $ 636,609 $ 680 $ 0 $ 0 $ 0 $ 0 $ 680 5,505 697 51 325 504 70 7,152 $ 6,185 $ 697 $ 51 $ 325 $ 504 $ 70 $ 7,832 $ 2,715 $ 306 $ 0 $ 16 $ 0 $ 0 $ 3,037 33 0 0 0 0 0 33 476,107 63,895 767 38,656 28,454 0 607,879 $ 478,855 $ 64,201 $ 767 $ 38,672 $ 28,454 $ 0 $ 610,949 $ 680 $ 0 $ 0 $ 0 $ 0 $ 680 5,391 731 48 379 494 44 7,087 $ 6,071 $ 731 $ 48 $ 379 $ 494 $ 44 $ 7,767 $ 2,305 $ 309 $ 0 $ 0 $ 0 $ 0 $ 2,614 33 499 0 0 0 0 532 466,899 67,265 736 36,756 27,767 0 599,423 $ 469,237 $ 68,073 $ 736 $ 36,756 $ 27,767 $ 0 $ 602,569 $ 302 $ 257 $ 284 $ 238 $ 427 $ 396 (4 ) 6 14 (25 ) (31 ) 49 $ 298 $ 263 $ 298 $ 263 $ 396 $ 445 September 30, 2017March 31, 2020 and December 31, 2016,2019, loans carried at $636,609,000$760,109,000 and $610,949,000,$750,985,000, respectively, were pledged as collateral on advances from the Federal Home Loan Bank.NOTE 5 – OTHER REAL ESTATE OWNEDAs of September 30, 2017, the Company owned two properties classified as other real estate totaling $253,000, as compared to three properties totaling $1,210,000 as of December 31, 2016. One of the properties owned at September 30, 2017 and December 31, 2016, was a residential land property that was written down to a zero balance because the public utilities have not been obtainable rendering these land lots unmarketable at this time. Each of the OREO properties were acquired through loan foreclosures. During the nine months ended September 30, 2017, there was one sale of an OREO property resulting in a gain on sale of $211,000, and there were no OREO property acquisitions. The Company acquired one property through a loan foreclosure during the three and nine months ended September 30, 2016 with a balance of $253,000. There was one sale during the nine months ended September 30, 2016 that accounted for the disposition of two OREO properties resulting in a loss of $88,000.Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at the lower of carrying amount of the loan or fair value of the property at the date of foreclosure less selling costs. Subsequent to foreclosure, valuations are periodically performed and any subject revisions in the estimate of fair value are reported as adjustment to the carrying value of the real estate, provided the adjusted carrying amount does not exceed the original amount at foreclosure. Revenues and expenses from operations and changes in the valuation allowance are included in other operating expenses.6– OTHER POST-RETIREMENT BENEFIT PLANS5 — LEASESDuringWe have historically entered into a number of lease arrangements under which we are the lessee. We have elected the practical expedient to rely on our original lease classification at the commencement of each lease contract, and not reassess the lease classifications upon the adoption of ASU No. 2016-02, Leases (Topic 842)on the effective date of January 2008, 1, 2019. Therefore, all of the Bank awarded certain officersCompany’s leases are determined to be operating leases. The other practical expedients the Company adopted are: (1) combining lease and non-lease components into a salary continuation plan (the “Plan”). Undersingle liability amount and (2) leases with fair values of less than $5,000 were not included as they are not considered to be material. The Company does not have any short-term leases in which the Plan,original term at commencement is twelve months or less and therefore there is no impact of short-term leases on the participants will be provided withinitial Right of Use (ROU) asset or lease liability recorded on January 1, 2019. As of March 31, 2020, the ROU asset totaled $4,071,000.fixed annual retirement benefit for ten to twenty years after retirement. The Bank is also responsible for certain pre-retirement death benefits undersingle monthly payment includes the Plan. In connectionlessor’s property and casualty insurance costs, property taxes, and common area maintenance associated with the implementationproperty.Plan,likelihood that the Bank purchased single premium life insurance policies onoption would be exercised. As of January 1, 2019, the life of eachweighted average remaining term of the officers covered underlease contracts was 7.9 years and the Plan. The Bank is the owner and partial beneficiary of these life insurance policies. The assets of the Plan, under Internal Revenue Service regulations, are owned by the Bank and are availableweighted average discount rate used to satisfy the Company’s general creditors.In August 2001, the Board of Directors of the Bank authorized Director Retirement Plans (“DRP”) with each director. The Bank awarded a director retirement plan to two of its directors in January 2008, to three of its directors in March 2014, and to its newest director in 2016. Under the DRP, the participants will be provided with a fixed annual retirement benefit for ten years after retirement. The Bank is also responsible for certain pre-retirement death benefits under the DRP. In connection with the implementation of the DRP, the Bank purchased single premium life insurance policies on the life of each director covered under the DRP. The Bank is the owner and partial beneficiary of these life insurance policies. The assets of the DRP, under Internal Revenue Service regulations, are the property of the Bank and are available to satisfy the Bank’s general creditors.Future compensation under both plans is earned for services rendered through retirement. The Bank accrues for the salary continuation liability based on anticipated years of service and vesting schedules provided under the plans. The Bank’s current benefit liability is determined based on vesting andcalculate the present value of the benefits at a corresponding discount rate.operating lease liability was 3.12%. The discount rate used is an equivalentwas based on our incremental borrowing rate for investment-grade bondsthrough our line of credit with lives matching thosethe Federal Home Loan Bank (“FHLB”)as of the service periods remainingJanuary 1, 2019, for the salary continuation contracts, which average approximately 10 years.borrowing term that was equal to the remaining term of each lease. The salary continuationresulting operating lease liability recorded as of September 30, 2017 and December 31, 2016January 1, 2019 was $2,960,000 and $2,762,000, respectively, and$5,246,000, which is reportedincluded in interest payable and other liabilities onin the condensed consolidated balance sheets.During sheet. The ROU asset was then determined by adjusting the operating lease liability by deferred rent and unamortized tenant improvement allowance. The ROU asset recorded on January 2008, the Bank purchased $4.7 million in bank owned life insurance policies and entered into split-dollar life insurance agreements with certain officers and directors. During March 2014, the Bank purchased an additional $1.0 million in bank owned life insurance policies and entered into split-dollar life insurance agreements with its three newest directors. During September 2016, the Bank purchased an additional $4.0 million in bank owned life insurance policies and entered into split-dollar life insurance agreements with certain officers and directors. In connection with the implementation of the split-dollar agreements, the Bank purchased single premium life insurance policies on the life of each of the officers and directors covered by the split-dollar life insurance agreements. The Bank1, 2019 was $4,817,000, which is the owner of the policies and the partial beneficiary in an amount equal to the cash surrender value of the policies.The combined cash surrender value of all Bank-owned life insurance policies recordedincluded in interest receivable and other assets on the condensed consolidated balance sheets were $18,389,000 and $18,004,000 at September 30, 2017 and December 31, 2016, respectively.sheet.76 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTSSeptember 30, 2017March 31, 2020 and December 31, 2016.2019. Such information, which pertains to the Company’s financial instruments, does not purport to represent the aggregate net fair value of the Company. Further, the fair value estimates are based on various assumptions, methodologies, and subjective considerations, which vary widely among different financial institutions and which are subject to change.Fair value measurements defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follow:levelslevels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstance that caused the transfer, which generally corresponds with the Company’s quarterly valuation process. There were no transfers between levels during the nine monththree-month periods ended September 30, 2017 or 2016.March 31, 2020 and 2019.Company’sCompany owns in FRBFederal Reserve Bank (“FRB”) and FHLB approximate their fair value and are considered a level 2 valuation. For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. The fair values for other loans (e.g., real estate construction and mortgage, commercial, and installment loans) arevalue of the loan portfolio is estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The allowance for loan losses is considered to be a reasonable estimate of loan discount due to credit risks. The Company’s fair value model takes into account many inputs including loan discounts due to credit risk, current market rates on new loans, the U.S. treasury yield curve, LIBOR yield curve, rate floors, rate ceilings, remaining maturity, and average life based on specific loan type. The exit price rather than the entrance price is used to determine the fair value of loans not measured at fair value on a non-recurring basis. Loans are considered to be a level 3 valuation.Company’sCompany’s financial instruments not measured at fair value at September 30, 2017as of March 31, 2020 were as follows: $ 139,628 $ 139,628 1 $ 92,814 $ 92,814 1 4,135 4,135 2 4,761 4,761 2 626,911 633,841 3 749,726 760,179 3 2,730 2,730 2 3,716 3,716 2 (901,716 ) (802,610 ) 3 (1,026,925 (1,026,952 3 (33 ) (33 ) 2 (64 (64 2 (1,165 ) 3 (1,532 3 Company’sCompany’s financial instruments not measured at fair value atas of December 31, 20162019 were as follows: $ 190,810 $ 190,810 1 $ 147,594 $ 147,594 1 3,795 3,795 2 4,761 4,761 2 601,104 611,553 3 741,047 742,484 3 2,831 2,831 2 3,457 3,457 2 (914,093 ) (811,519 ) 3 (1,019,929 (1,019,654 3 (45 ) (45 ) 2 (50 (50 2 (1,107 ) 3 (1,647 3 September 30, 2017March 31, 2020 and December 31, 2016.2019.
in Active
Markets for
Identical Assets
(Level 1)
Other
Observable
Inputs
(Level 2)
Unobservable
Inputs
(Level 3) $ 27,209 $ 0 $ 27,209 $ 0 3,940 0 3,940 0 90,600 0 90,600 0 12,407 0 12,407 0 18,732 0 18,732 0 24,853 0 24,853 0 3,116 3,116 0 0 $ 313 $ 0 $ 0 $ 313 302 0 0 302 253 0 0 253
2016
in Active
Markets for
Identical Assets
(Level 1)
Other
Observable
Inputs
(Level 2)
Unobservable
Inputs
(Level 3) $ 28,286 $ 0 $ 28,286 $ 0 4,109 0 4,109 0 78,329 0 78,329 0 7,168 0 7,168 0 20,563 0 20,563 0 18,819 0 18,819 0 3,059 3,059 0 0 $ 1,746 $ 0 $ 0 $ 1,746 302 0 0 302 $ 1,210 $ 0 $ 0 $ 1,210
in Active
Markets for
Identical Assets
(Level 1)
Other
Observable
Inputs
(Level 2)
Unobservable
Inputs
(Level 3) $ 30,108 $ 0 $ 30,108 $ 0 1,429 0 1,429 0 140,474 0 140,474 0 5,868 0 5,868 0 17,416 0 17,416 0 49,860 0 49,860 0 $ 3,371 $ 3,371 $ 0 $ 0 $ 143 $ 0 $ 0 $ 143 137 0 0 137
in Active
Markets for
Identical Assets
(Level 1)
Other
Observable
Inputs
(Level 2)
Unobservable
Inputs
(Level 3) $ 31,729 $ 0 $ 31,729 $ 0 1,614 0 1,614 0 90,571 0 90,571 0 6,395 0 6,395 0 18,968 0 18,968 0 40,811 0 40,811 0 $ 3,297 $ 3,297 $ 0 $ 0 $ 175 $ 0 $ 0 $ 175 248 0 0 248 28Following is a description of valuation methodologies used for assets and liabilities recorded at fair value. available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, if available. If quoted market 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 active over-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. Securities classified as Level 3 include asset-backed securities in less liquid markets where significant inputs are unobservable.Other Real Estate Owned - Other real estate assets (“OREO”) acquired through, or in lieu of, foreclosure are held-for-sale and are initially recorded at the lower of cost or fair value, less selling costs. Any write-downs to fair value at the time of transfer to OREO are charged to the allowance for loan losses, subsequent to foreclosure. Appraisals or evaluations are then done periodically thereafter charging any additional write-downs or valuation allowances to the appropriate expense accounts. Values are derived from appraisals of underlying collateral and discounted cash flow analysis. OREO is classified within Level 3 of the hierarchy.Net realizable value of the underlying collateral is the fair value of the collateral less estimated selling costs and any prior liens. Appraisals, recent comparable sales, offers and listing prices are factored in when valuing the collateral. We review and verify the qualifications and licenses of the certified general appraisers used for appraising commercial properties or certified residential appraisers for residential properties. Real estate appraisals may utilize a combination of approaches including replacement cost, sales comparison and the income approach. Comparable sales and income data are analyzed by the appraisers and adjusted to reflect differences between them and the subject property such as type, leasing status and physical condition. When the appraisals are received, Management reviews the assumptions and methodology utilized in the appraisal, as well as the overall resulting value in conjunction with independent data sources such as recent market data and industry-wide statistics. We generally use a 6% discount for selling costs which is applied to all properties, regardless of size. Appraised values may be adjusted to reflect changes in market conditions that have occurred subsequent to the appraisal date, or for revised estimates regarding the timing or cost of the property sale. These adjustments are based on qualitative judgments made by management on a case-by-case basis. No fair value adjustments were made to OREO properties during the three months ended September 30, 2017.September 30, 2017.March 31, 2020.87 – EARNINGS PER SHAREareis calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period, excluding unvested restricted stock awards. Diluted EPS areis calculated using the weighted average diluted shares, which reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The dilutive shares included in year-to-date diluted EPS is a weighted average of the dilutive shares included in each quarterly diluted EPS computation under the treasury stock method. We haveThe Company has two forms of outstanding common stock: fully vested common stock and unvested restricted stock awards. Holders of restricted stock awards receive non-forfeitable dividends at the same rate as common stockholders and they both share equally in undistributed earnings. Therefore, under the two classtwo-class method the difference in EPS is not significant for these participating securities.Company’sCompany’s calculation of basic and diluted earnings per share (“EPS”)EPS for the three and nine monththree-month periods ended September 30, 2017March 31, 2020 and 20162019 are reflected in the table below. $ 2,468 $ 1,930 8,065 8,031 $ 0.31 $ 0.24 $ 2,468 $ 1,930 8,065 8,031 5 1 13 31 8,083 8,063 $ 0.31 $ 0.24 $ 7,505 $ 5,343 8,056 8,023 $ 0.93 $ 0.67 $ 7,505 $ 5,343 8,056 8,023 18 35 4 1 8,078 8,059 $ 0.93 $ 0.66 During the three and nine month periods ended September 30, 2017, there were no anti-dilutive options to purchase shares of common stock, as compared to anti-dilutive weighted average stock options of 12,261 and 22,446 outstanding during the three and nine month periods of 2016, respectively, with prices ranging from $9.95 to $15.00. These options were not included in the computation of diluted EPS because the options’ exercise price was greater than the average market price of the common shares.There were no anti-dilutive non-vested restricted stock grants for the three and nine months ended September 30, 2017 and 2016. $ 2,709 $ 3,104 8,115 8,093 $ 0.33 $ 0.38 $ 2,709 $ 3,104 8,115 8,093 20 9 8,135 8,102 $ 0.33 $ 0.38 our operationsthe Company’s operations and financial position for the periods presented. The discussion should be read in conjunction with ourthe Company’s financial statements and the notes related thereto which appear or that are referenced to elsewhere in this report, and with the audited consolidated financial statements and accompanying notes included in our 2016the Company’s 2019 Annual Report on Form 10-K. Average balances, including balances used in calculating certain financial ratios, are generally comprised of average daily balances.analysisanalysis of ourthe Company’s financial condition and results of operations is based upon ourthe Company’s 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 management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of ourthe Company’s financial statements. Actual results may differ from these estimates under different assumptions or conditions. This discussion and analysis includes executive management’s (“Management”) insight of the Company’s financial condition and results of operations of Oak Valley Bancorp and its subsidiary. Unless otherwise stated, the “Company” refers to the consolidated entity, Oak Valley Bancorp, while the “Bank” refers to Oak Valley Community Bank.ourthe Company’s actual results to be materially different from the results expressed or implied by ourthe Company’s forward-looking statements. These statements generally appear with words such as “anticipate,” “believe,” “estimate,” “may,” “intend,” and “expect.” Although management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ from results discussed in forward-looking statements include, but are not limited to: the credit exposure of certain loan products and other components of our business that could be impacted by the COVID-19 pandemic, changes in monetary, fiscal or tax policy to address the impact of COVID-19, any of which could cause us to incur additional loan losses and adversely affect our results of operations in the future,economic conditions (both generally and in the markets where the Company operates); the impact of the COVID-19 pandemic on our employees and customers; the success of our efforts to mitigate the impact of the COVID-19 pandemic; competition from other providers of financial services offered by the Company; changes in government regulation and legislation; changes in interest rates; material unforeseen changes in the financial stability and liquidity of the Company’s credit customers; risks associated with concentrations in real estate related loans; changes in accounting standards and interpretations; and other risks as may be detailed from time to time in the Company’s filings with the Securities and Exchange Commission, all of which are difficult to predict and which may be beyond the control of the Company. Many of the foregoing risks and uncertainties are, and will be, exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result.The Company undertakes no obligation to revise forward-looking statements to reflect events or changes after the date of this discussion or to reflect the occurrence of unanticipated events.AccountingAccounting Estimatespoliciesestimates to be critical:historicalhistorical data and management’s view of the current economic environment. At least on a quarterly basis, our management reviews the methodology and adequacy of allowance for loan losses and reports its assessment to the Board of Directors for its review and approval.We base ourThe Company bases the allowance for loan losses on an estimation of probable losses inherent in ourthe loan portfolio. OurThe Company’s methodology for assessing loan loss allowances are intended to reduce the differences between estimated and actual losses and involves a detailed analysis of ourthe loan portfolio in three phases:●●●our judgmentalourthe methodology involves the specific review of individual loans to identify and measure impairment. We evaluateThe Company evaluates each loan by use of a risk rating system, except for homogeneous loans, such as automobile loans and home mortgages. SpecificSpecific risk rated loans are deemed impaired if all amounts, including principal and interest, will likely not be collected in accordance with the contractual terms of the related loan agreement. Impairment for commercial and real estate loans is measured either based on the present value of the loan’s expected future cash flows or, if collection on the loan is collateral dependent, the estimated fair value of the collateral, less selling and holding costs.remainderremainder of the risk rated loan portfolio into groups or pools of loans, together with loans with similar characteristics, for evaluation. We determineThe Company determines the calculated loss ratio tofor each loan pool based on its historical net losses and benchmarkbenchmarks it against the levels of other peer banks.we considerthe Company considers relevant internal and external factors that may affect the collectability of the loan portfolio and each group of loan pool.loans. The factors considered are, but are not limited to:●●nature and volume of the loan portfolio,●delinquency trends,●non-accrual loan trend,●problem loan trend,●loss and recovery trend,●quality of loan review,●lending and management staff,●lending policies and procedures,●economic and business conditions, and●other external factors, including regulatory review.Our● nature and volume of the loan portfolio,ourmanagement’s judgment, experience and known or anticipatedanticipated trends. Such estimation may be reflected as an additional allowance to each group of loans, if necessary. Management reviews these conditions with ourthe Company’s senior credit officers. To the extent that any of these conditions is evidenced by a specifically identifiable problem credit or portfolio segment as of the evaluation date, management’s estimate of the effect of such condition may be reflected as a specific allowance applicable to such credit or portfolio segment. Where any of these conditions is not evidenced by a specific, identifiable problem credit or portfolio segment as of the evaluation date, management’s evaluation of the inherent loss related to such condition is reflected in the unallocated allowance.our credit risk management and ourmanagement’s assessment of appropriate loss allowance is ourthe internal loan risk rating system. Under this system, the originating credit officer assigns borrowers an initial risk rating based on a thorough analysis of each borrower’s financial capacity in conjunction with industry and economic trends. Approvals are made based upon the amount of inherent credit risk specific to the transaction and are reviewed for appropriateness by senior line and credit administration personnel. Credits are monitored by line and credit administration personnel for deterioration in a borrower’s financial condition which may impact the ability of the borrower to perform under the contract. Although management has allocated a portion of the allowance to specific loans, specific loan pools, and off-balance sheet credit exposures (which are reported separately as part of interest payable and other liabilities), the adequacy of the allowance is considered in its entirety.of our assets are carried in ourthe consolidated balance sheets at fair value or at the lower of cost or fair value. Valuation allowances are established when necessary to recognize impairment of such assets. WeThe Company periodically performperforms analyses to test for impairment of various assets. In addition to ourmanagement’s impairment analyses related to loans, another significant impairment analysis relates to other than temporary declines in the value of ourinvestment securities.Other real estate assets (“OREO”) the lower of cost or fair value, less selling costs. Any write-downs to fair value at the time of transfer to OREO are charged to the allowance for loan losses, subsequent to foreclosure. Appraisals or evaluations are then done periodically and any subsequent declines in the fair value of the OREO property after the date of transfer are recorded through a write-down of the asset. Any subsequent operating expenses or income, reduction in estimated fair values, and gains or losses on disposition of such properties are charged or credited to current operations.We reviewThe Company reviews and verifyverifies the qualifications and licenses of the certified general appraisers used for appraising commercial properties or certified residential appraisers for residential properties. Real estate appraisals may utilize a combination of approaches including replacement cost, sales comparison and the income approach. Comparable sales and income data are analyzed by the appraisers and adjusted to reflect differences between them and the subject property such as type, leasing status and physical condition. When the appraisals are received, Management reviews the assumptions and methodology utilized in the appraisal, as well as the overall resulting value in conjunction with independent data sources such as recent market data and industry-wide statistics. WeThe Company generally useuses a 6% discount for selling costs which is applied to all properties, regardless of size. Appraised values may be adjusted to reflect changes in market conditions that have occurred subsequent to the appraisal date, or for revised estimates regarding the timing or cost of the property sale. These adjustments are based on qualitative judgments made by management on a case-by-case basis.OurThe available for sale investment portfolio is carried at estimated fair value, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income in shareholders’shareholders’ equity. We conductThe Company conducts a periodic review and evaluation of the securities portfolio to determine if the value of any security has declined below its carrying value and whether such decline is other than temporary. If such decline is deemed other than temporary, wethe Company would adjust the carrying amount of the security by writing down the security to fair market value through a charge to current period income. The market values of ourinvestment securities are significantly affected by changes in interest rates.we evaluate ourthe Company evaluates the intent and ability to hold the security for a sufficient time to recover the recorded principal balance. Estimated fair values for securities are based on published or securities dealers’ market values. Market volatility is unpredictable and may impact such values.We useThe Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. We base ourThe Company bases fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Securities available for sale, derivatives, and loans held for sale, if any, are recorded at fair value on a recurring basis. Additionally, from time to time, wethe Company may be required to record certain assets at fair value on a non-recurring basis, such as certain impaired loans held for investment and securities held to maturity that are other-than-temporarily impaired. These non-recurring fair value adjustments typically involve write-downs of individual assets due to application of lower-of-cost or market accounting.We haveThe Company has established and documented a process for determining fair value. We maximizeThe Company maximizes the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements. Whenever there is no readily available market data, management uses its best estimate and assumptions in determining fair value, but these estimates involve inherent uncertainties and the application of management's judgment. As a result, if other assumptions had been used, ourthe recorded earnings or disclosures could have been materially different from those reflected in these financial statements.Company’sCompany’s assets and liabilities. Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled using the liability method. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.With few exceptions, theThe Company is no longer subject to U.S. federal or state/local income tax examinations by tax authorities for years before 2012.2015.EffectiveIn July 3, 2008, Oak Valley Community Bank became a subsidiary of Oak Valley Bancorp, a newly established bank holding company. Oak Valley Bancorp operates Oak Valley Community Bank as a community bank in the general commercial banking business, with our primary market encompassing the California Central Valley around Oakdale and Modesto, and the Eastern Sierras. As such, unless otherwise noted, all references are about Oak Valley Bancorp.We areThe Bank is an insured bank under the Federal Deposit Insurance Act and areis a member of the Federal Reserve. Since its formation, the Bank has provided basic banking services to individuals and business enterprises in Oakdale, California and the surrounding areas. The focus of the Bank is to offer a range of commercial banking services designed for both individuals and small to medium-sized businesses in the two main areas of service of the Company: the Central Valley and the Eastern Sierras.traveler’straveler’s checks, wire transfer of funds, note collection, and automated teller machines in a national network. The Bank does not currently offer international banking or trust services although the Bank may make such services available to the Bank’s customers through financial institutions with which the Bank has correspondent banking relationships. The Bank does not offer stock transfer services, nor does it directly issue credit cards.importantimportant factors in the Company’s performance during the three and nine month periodsthree-month period ended September 30, 2017:March 31, 2020:$2,468,000 and $7,505,000$2,709,000 for the three and nine month periodsthree-month period ended September 30, 2017, respectively,March 31, 2020, as compared to $1,930,000 and $5,343,000$3,104,000 for the same periodsperiod in 2016.2019. The factors contributing to these results will be discussed below. $70,000 and $105,000 for$450,000 during the three and nine month periodsthree-month period ended September 30, 2017, respectively,March 31, 2020, as compared to $90,000 and $415,000 during the same periods of 2016. This variance corresponds to a lower volume of gross loan growthno provisions during the first ninethree months of 2017 as compared2019. The increase was primarily due to 2016,the organic growth of the loan portfolio during 2020 and an improvement in credit quality during 2017.adjustment to the reserve calculation for qualitative risk factors related to the current economic environment.$791,000$117,000 or 10.1% and $1,680,000 or 7.2%1.2% for the three and nine month periodsthree-month period ended September 30, 2017, respectively,March 31, 2020, compared to the same periodsperiod in 2016.2019. The increase was primarily due to the organic growth of ourthe loan and investment security portfolios.portfolio.$199,000$9,000 or 18.5% and $1,612,000 or 50.9%0.7% for the three and nine monthsthree-months ended September 30, 2017, respectively,March 31, 2020, as compared to the same periodsperiod in 2016,2019, primarily due to professional service provider settlement payments and an increase in gainsthe unrealized gain on called securities.an equity security and earnings from Bank Owned Life Insurance due to four additional policies purchased during the third quarter of 2019.$136,000$216,000 or 2.3% and $44,000 or 0.2%3.0% for the three and nine month periodsthree-month period ended September 30, 2017, respectively,March 31, 2020, as compared to the same periodsperiod in 2016.2019. The increase was partiallymainly due to staffing increases necessary for providing service on our growingincreased salaries and benefits, and other general operating expenses required to support the loan and deposit portfolios.growth.decreased $5,389,000increased $8,850,000 or 0.5% from December 31, 2016. Total0.8%, total net loans increased by $25,807,000$8,679,000 or 4.3%1.2% and investment securities increased by $20,524,000$55,141,000 or 12.8%28.5% in each case from December 31, 20162019 to September 30, 2017,March 31, 2020, while deposits decreasedincreased by $12,377,000$6,996,000 or 1.4%0.7% for the same period. Consequently, liquid assets declined due to the decline in depositscash and the funding of new loans and investment purchases, which was offsetcash equivalent balances decreased by the growth in equity due to earnings and securities valuation.$54,780,000.three and nine month periodsthree-month period ended September 30, 2017,March 31, 2020, the Company recorded net income of $2,468,000 and $7,505,000, respectively,$2,709,000, representing increasesa decrease of $538,000 and $2,162,000,$395,000, as compared to $1,930,000 and $5,343,000 recorded during the same periodsperiod in 2016.2019. Return on average assets (annualized) was 0.98% and 1.01%0.95% for the three and nine monthsthree-months ended September 30, 2017, respectively,March 31, 2020, as compared to 0.82% and 0.78%1.17% for the same periodsperiod in 2016.2019. Annualized return on average common equity was 11.04% and 11.64%9.52% for the three and nine monthsthree-months ended September 30, 2017, respectively,March 31, 2020, as compared to 9.28% and 8.83%12.54% for the same periods of 2016. increased $874,000 and $3,558,000 decreased by $540,000 for the three and nine month periodsthree-month period ended September 30, 2017, respectively,March 31, 2020, from the comparable 2016 periods.2019 period. The income statement components of these variances are as follows: $ 791 $ 1,680 20 310 199 1,612 (136 ) (44 ) $ 874 $ 3,558 $ 117 (450 ) 9 (216 ) $ (540 ) Company’sCompany’s operating income. For the three and nine month periodsthree-month period ended September 30, 2017,March 31, 2020, net interest income was $8,620,000 and $25,157,000, respectively,$10,228,000, which represented increasesan increase of $791,000$117,000 or 10.1% and $1,680,000 or 7.2%1.2%, from the comparable periodsperiod in 2016.2019. The increase is primarily due to loan growth and investment portfolio growth.an increase in average cash account balances.interestinterest earning assets) was 3.78% and 3.74%3.93% for the three and nine month periodsthree-month period ended September 30, 2017, respectively,March 31, 2020, compared to 3.73% and 3.84%4.16% for the same periodsperiod in 2016.2019. The year to date decrease is mainly due to a decrease in loan discount amortization on acquired loans. In general, the Company has experienced net interest margin compression since the economic downturn in 2010 for several reasons: 1) deposit interest rates have essentially reached a threshold in which they cannot reasonably be further reduced, 2) competition in the lending market has driven new loan rates down, 3) loan and investment portfolio yields continue to decrease due to contractual repricing and 4) deposit growth in recent years has resulted in high interest-bearing cash balances, which yield approximately 1.25%, has compressed our net interest margin. The quarter over quarter increase in net interest margin is primarily due to an increase in the average loan balancenegative impact that the Federal Open Market Committee (“FOMC”) interest rate cuts, during 2019 and 2020, had on our yield on earning assets.Earning Earning asset yield increaseddecreased by 727 basis points for the three monththree-month period ended September 30, 2017, but decreased by 8 basis points for the nine month period ended September 30, 2017,March 31, 2020, as compared to the same periodsperiod of 2016. The quarter over quarter increase is mainly due to an increase in loan volume, loan yield, and2019. Lessening this downward trend, was the yield on cash balances that have been recognized due to the recent FOMC rate hikes. Additionally, the earning asset yield is trending upward as a resultdeployment of deploying low yielding cash equivalent balances into the loan and investment portfoliosportfolio, which recognized an average balance increasesincrease of $47$51 million and $26 million, respectively, in the nine monththree-month period of 20172020 as compared to 2016. The year to date earning asset decrease is mainly due to a decrease in loan discount accretion on loans acquired in the Mother Lode Bank acquisition.2019.liabilities increasedliabilities decreased by 56 basis points and 4 basis pointspoint for the three and nine month periodsthree-month period of 2017, respectively,2020, as compared to the same periodsperiod in 2016, as deposit rates remain low and the banking industry has not reacted to the recent FOMC interest rate hikes thus far.2019. The Company continues to recognize strong core deposit growth as evidenced by the increase in average non-interest-bearing demand deposit balances of $48$63 million, for the nine monththree-month period ended September 30, 2017,March 31, 2020, as compared to the same period of 2016.2019.showsshow the relative impact of changes in average balances of interest earning assets and interest bearinginterest-bearing liabilities, and interest rates earned and paid by the Company on those assets and liabilities for the three and nine monththree-month periods ended September 30, 2017March 31, 2020 and 2016:2019: $ 627,372 $ 7,339 4.64 % $ 586,070 $ 6,811 4.61 % $ 755,219 $ 8,812 4.68 % $ 704,346 $ 8,445 4.86 % 174,041 1,413 3.22 % 147,728 1,300 3.49 % 193,981 1,509 3.12 % 207,530 1,683 3.29 % 9,041 28 1.23 % 3,421 4 0.46 % 13,586 42 1.24 % 8,517 51 2.43 % 127,915 429 1.33 % 122,052 169 0.55 % 98,440 367 1.50 % 82,342 516 2.54 % 938,369 9,209 3.89 % 859,271 8,284 3.82 % 1,061,226 10,730 4.06 % 1,002,735 10,695 4.33 % 60,522 72,760 81,407 72,420 998,891 932,031 1,142,633 1,075,155 202,094 73 0.14 % 178,291 44 0.10 % 253,705 177 0.28 % 245,969 216 0.36 % 289,893 151 0.21 % 284,917 76 0.11 % 236,089 103 0.17 % 249,615 161 0.26 % 66,673 8 0.05 % 74,994 31 0.16 % 83,114 9 0.04 % 79,817 12 0.06 % 18,822 17 0.36 % 22,118 18 0.32 % 17,921 29 0.65 % 17,698 17 0.39 % 32,288 25 0.31 % 33,029 27 0.32 % 19,964 13 0.26 % 23,292 16 0.28 % 0 0 0.00 % 13 0 0.00 % 609,770 274 0.18 % 593,362 196 0.13 % 610,793 331 0.22 % 616,391 422 0.28 % 294,854 251,759 403,308 340,789 5,591 4,433 14,397 17,614 300,445 256,192 417,705 358,403 88,676 82,477 114,135 100,361 $ 998,891 $ 932,031 $ 1,142,633 $ 1,075,155 $ 8,935 $ 8,088 $ 10,399 $ 10,273 3.72 % 3.69 % 3.84 % 4.05 % 3.78 % 3.73 % 3.93 % 4.16 % 34.0%21.0%.36 $ 617,408 $ 21,512 4.66 % $ 570,861 $ 20,495 4.78 % 168,912 4,117 3.26 % 142,776 3,800 3.55 % 8,333 65 1.04 % 5,134 19 0.49 % 137,004 1,100 1.07 % 122,194 492 0.54 % 931,657 26,794 3.85 % 840,965 24,806 3.93 % 62,731 71,398 994,388 912,363 196,199 202 0.14 % 167,597 108 0.09 % 290,133 398 0.18 % 288,026 236 0.11 % 69,290 43 0.08 % 73,799 5 0.15 % 20,596 57 0.37 % 22,077 44 0.27 % 32,221 73 0.30 % 30,107 82 0.36 % 0 0 0.00 % 17 0 0.00 % 608,439 773 0.17 % 581,623 555 0.13 % 294,193 245,903 5,564 4,205 299,757 250,108 86,192 80,632 $ 994,388 $ 912,363 $ 26,021 $ 24,251 3.68 % 3.80 % 3.73 % 3.84 % (1) Loan fees have been included in the calculation of interest income.(2) Yields and interest income on municipal securities and loans have been adjusted to their fully-taxable equivalents, based on a federal marginal tax rate of 34.0%.(3) Represents the average rate earned on interest-earning assets less the average rate paid on interest-bearing liabilities.(4) Represents net interest income as a percentage of average interest-earning assets.(5) Annual interest rates are computed by dividing the interest income/expense by the number of days in the period multiplied by 365.ShownShown in the following tables are the relative impacts on net interest income of changes in the average outstanding balances (volume) of earning assets and interest bearinginterest-bearing liabilities and the rates earned and paid by the Company on those assets and liabilities for the three and nine monththree-month periods ended September 30, 2017March 31, 2020 and 2016.2019. Changes in interest income and expense that are not attributable specifically to either rate or volume are allocated to the rate column below.AnalysisAnalysis $ 480 $ 48 $ 528 $ 610 $ (243 ) $ 367 232 (119 ) 113 (110 ) (64 ) (174 ) 7 17 24 30 (39 ) (9 ) 8 252 260 102 (251 ) (149 ) $ 727 $ 198 $ 925 $ 632 $ (597 ) $ 35 6 23 29 $ 7 $ (46 ) $ (39 ) 1 74 75 (9 ) (49 ) (58 ) (3 ) (20 ) (23 ) 0 (3 ) (3 ) (3 ) 2 (1 ) 0 12 12 (1 ) (1 ) (2 ) (2 ) (1 ) (3 ) 0 0 0 $ 0 $ 78 $ 78 $ (4 ) $ (87 ) $ (91 ) $ 727 $ 120 $ 847 $ 636 $ (510 ) $ 126 (1(1) Loan fees have been included in the calculation of interest income.34.0%21.0%.$120,000$636,000 in net interest income due to rate changes for the third quartergrowth of 2017 as compared to the same period of 2016. This increase is the result of the positive impact of recent FOMC rate hikes on interest-earning cash balance accounts, but was partially offset by the current flat yield curve’s negative impact on investment security yields. The increase in earning asset balances combined with the overall change in mix of balances during the first quarter of 2020 as compared to the same period of 2019. The decrease in earning asset yields triggered by recent FOMC rate cuts resulted in an increasedecrease of $727,000$510,000 to net interest income over the same period. $ 1,671 $ (654 ) $ 1,017 696 (379 ) 317 12 34 46 61 547 608 $ 2,440 $ (452 ) $ 1,988 $ 18 $ 76 $ 94 2 160 162 (5 ) (37 ) (42 ) (3 ) 16 13 6 (15 ) (9 ) 0 0 0 $ 18 $ 200 $ 218 $ 2,422 $ (652 ) $ 1,770 (1) Loan fees have been included in the calculation of interest income.(2) Interest income on municipal securities and loans has been adjusted to their fully-taxable equivalents, based on a federal marginal tax rate of 34.0%.The table above reflects a decrease of $652,000 in net interest income due to rate changes for the nine month period of 2017 as compared to the same period of 2016. This decrease is primarily the result of a $542,000 decline in loan discount accretion on loans acquired at fair value, and is compounded by the adverse impact the current low interest rate environment has had on security yields, but was partially offset by the recent interest rate hike’s positive impact on interest-earning deposits. The increase in earning asset balances combined with the overall change in mix of balances resulted in an increase of $2,422,000 to net interest income over the same period.Non-Interest IncomeNon-interest income represents service charges on deposit accounts and other non-interest related charges and fees, including fees from mortgage commissions and investment service fee income. For the three and nine month periods ended September 30, 2017, non-interest income was $2,036,000 and $3,507,000, respectively, representing increases of $980,000 or 92.8% and $1,414,000 or 67.6%, compared to the same periods in 2016.The following tables show the major components of non-interest income: $ 365 $ 341 $ 24 7.0 % 130 102 28 27.5 % 28 49 (21 ) (42.9% ) 4 10 (6 ) (60.0% ) 749 575 174 30.3 % $ 1,276 $ 1,077 $ 199 18.5 % $ 1,051 $ 1,011 $ 40 4.0 % 386 305 81 26.6 % 127 144 (17 ) (11.8% ) 394 28 366 1307.1 % 2,824 1,682 1,142 67.9 % $ 4,782 $ 3,170 $ 1,612 50.9 % Service charges on deposits increased by $24,000 and $40,000 for the three and nine months ended September 30, 2017, respectively, compared to the same periods in 2016, due to an increase in the number of deposit accounts.Earnings on cash surrender value of life insurance increased by $28,000 and $81,000 for the three and nine months ended September 30, 2017, respectively, compared to the same periods in 2016, due to the five most recently issued policies that began accruing earnings during the fourth quarter of 2016.Mortgage commissions decreased by $21,000 and $17,000 for the three and nine months ended September 30, 2017, respectively, as compared to the same periods of 2016, as the demand for home purchases and refinancing has retracted.Net gain on sales and calls of securities decreased by $6,000 for the three months ended September 30, 2017, and increased by $366,000 for the nine months ended September 30, 2017, as compared to the same periods in 2016, due to two large gains on called securities recorded during the first quarter of 2017.Other income increased by $174,000 and $1,142,000 for the three and nine month periods ended September 30, 2017, respectively, as compared to the same periods of 2016. The quarter-over-quarter increase is due to a gain of $211,000 recorded on the sale of an OREO property during the third quarter of 2017. The year-to-date increase was due to settlement payments, recorded during the second quarter of 2017, totaling $938,000 from professional service providers related to the acquisition of Mother Lode Bank.Non-Interest ExpenseNon-interest expense represents salaries and benefits, occupancy expenses, professional expenses, outside services, and other miscellaneous expenses necessary to conduct business.The following tables show the major components of non-interest expenses: $ 3,534 $ 3,225 $ 309 9.6 % 823 819 4 0.5 % 399 435 (36 ) (8.3% ) 102 178 (76 ) (42.7% ) 1,202 1,267 (65 ) (5.1% ) $ 6,060 $ 5,924 $ 136 2.3 % $ 10,603 $ 9,950 $ 653 6.6 % 2,496 2,470 26 1.1 % 1,154 1,346 (192 ) (14.3% ) 381 505 (124 ) (24.6% ) 3,708 4,027 (319 ) (7.9% ) $ 18,342 $ 18,298 $ 44 0.2 % Non-interest expenses increased by $136,000 or 2.3% and $44,000 or 0.2% for the three and nine months ended September 30, 2017, respectively, as compared to the same periods of 2016. Salaries and employee benefits increased $309,000 and $653,000 for the three and nine months ended September 30, 2017, respectively, as compared to the same periods of 2016, primarily due to additional staffing required to support the continued loan and deposit growth.Occupancy expenses increased by $4,000 and $26,000 for the three and nine months ended September 30, 2017, respectively, as compared to the same periods of 2016, which is primarily due to rent and general overhead associated with the branches. Data processing fees decreased by $36,000 and $192,000 for the three and nine month periods ended September 30, 2017, respectively, as a result of cost efficiencies gained from the conversion of the Mother Lode Bank core data system completed in April 2016.FDIC and DBO (California Department of Business Oversight) regulatory assessments decreased by $76,000 and $124,000 for the three and nine months ended September 30, 2017, respectively, as compared to the same periods in 2016. The initial base assessment rate for financial institutions varies based on the overall risk profile of the institution as defined by the FDIC and our risk profile has remained stable during 2016 and 2017. In April of 2016 the FDIC changed the methodology for determining the assessment rate, which first appeared on the December 31, 2016 invoice. The result was a reduction in our assessment rate and resulting calculated expense, as the FDIC assessment rates are applied to average quarterly total liabilities as the primary basis.Other expense decreased by $65,000 and $319,000 for the three and nine months ended September 30, 2017, respectively, compared to the same periods in 2016, partially as a result of a $204,000 decrease in merger related expenses on a year-to-date basis. Additionally, the Company recorded an $85,000 legal settlement payment received related to an OREO that was recorded as an offset to OREO expenses during the second quarter of 2017.Management anticipates that non-interest expense will continue to increase as we continue to grow. However, management remains committed to cost-control and efficiency, and we expect to keep these increases to a minimum relative to growth.Income TaxesWe reported provisions for income taxes of $1,298,000 and $3,987,000 for the three and nine month periods ended September 30, 2017, respectively, representing increases of $336,000 and $1,396,000 as compared to the provisions reported in the comparable periods of 2016. The effective income tax rates on income from continuing operations was 34.5% and 34.7% for the three and nine months ended September 30, 2017, respectively, compared to 33.3% and 32.7% for the comparable periods of 2016. These provisions reflect accruals for taxes at the applicable rates for federal income tax and California franchise tax based upon reported pre-tax income, and adjusted for the effects of all permanent differences between income for tax and financial reporting purposes (such as earnings on qualified municipal securities, BOLI and certain tax-exempt loans). The disparity between the effective tax rates for 2017 as compared to 2016 is primarily due to tax credits from California Enterprise Zones and low income housing projects as well as tax free-income on municipal securities and loans that comprise a larger proportion of pre-tax income in 2016 as compared to 2017.Asset QualityNon-performing assets consist of loans on non-accrual status, including loans restructured on non-accrual status, where the terms of repayment have been renegotiated resulting in a reduction or deferral of interest or principal, loans 90 days or more past due and still accruing interest and other real estate owned (“OREO”).Loans are generally placed on non-accrual status when they become 90 days past due, unless management believes the loan is adequately collateralized and in the process of collection. The past due loans may or may not be adequately collateralized, but collection efforts are continuously pursued. Loans may be restructured by management when a borrower has experienced some changes in financial status, causing an inability to meet the original repayment terms, and where we believe the borrower will eventually overcome those circumstances and repay the loan in full. OREO consists of properties acquired by foreclosure or similar means and which management intends to offer for sale.Non-accrual loans totaled $1,311,000 at September 30, 2017, as compared to $3,037,000 at December 31, 2016. The non-accrual loans as of September 30, 2017 are loans made to three borrowers primarily for residential real estate development and general commercial purposes. As of September 30, 2017, we had five loans considered troubled debt restructurings totaling $1,311,000 million, all of which are included in non-accrual loans.OREO as of September 30, 2017 consisted of two properties, one of which was a residential land acquired through foreclosure that was written down to a zero balance because the public utilities have not been obtainable rendering these land lots unmarketable at this time. The other OREO asset was a residential property with a carrying value of $253,000 that was acquired through foreclosure.The following table presents information about the Bank’s non-performing assets, including asset quality ratios as of September 30, 2017 and December 31, 2016:Non-Performing Assets $ 1,311 $ 3,037 0 0 1,311 3,037 253 1,210 $ 1,564 $ 4,247 $ 7,917 $ 7,832 0.16 0.42 0.21 0.50 1.24 1.28 603.9 257.9 Non-performing assets decreased by $1,005,000 as of September 30, 2017, as compared to December 31, 2016, as a result of principal payments of $854,000 and one loan totaling $289,000 that was returned to accrual status, which was offset by a loan totaling $138,000 that was placed on non-accrual status during the first six months of 2017. The Company did not acquire or sell any OREO properties during the first nine months of 2017, and there were no fair value adjustments to OREO properties during the first nine months of 2017.AllowanceProvision for Loan and Lease Losses (“ALLL”)Due to credit risk inherent in our lending business, we routinely set aside allowances through charges to earnings. Such charges are not only made for the outstanding loan portfolio, but also for off-balance sheet items, such as commitments to extend credits or letters of credit. Charges made for the outstanding loan portfolio have been credited to the allowance for loan losses, whereas charges for off-balance sheet items have been credited to the reserve for off-balance sheet items, which is presented as a component of other liabilities. The Company recorded loan loss provisions of $70,000 and $105,000 during the three and nine months ended September 30, 2017, respectively, compared to provisions of $90,000 and $415,000 during the comparable periods of 2016.The allowance for loan losses increased by $85,000 or 1.1%, to $7,917,000 at September 30, 2017, as compared to $7,832,000 at December 31, 2016, due to the $105,000 loan loss provision which was offset by net loan charge-off of $20,000 recorded during the nine month period of 2017. Improved credit quality combined with loan growth resulted in a decrease to the allowance for loan losses as a percentage of total loans to 1.24% at September 30, 2017 as compared to 1.28% at December 31, 2016.The Company will continue to monitor the adequacy of the allowance for loan losses and make additions to the allowance in accordance with the analysis referred to above. Because of uncertainties inherent in estimating the appropriate level of the allowance for loan losses, actual results may differ from management’s estimate of credit losses and the related allowance. $ 387 $ 393 $ (6 ) (1.5% ) 295 274 21 7.7 % 174 125 49 39.2 % 45 22 23 104.5 % 0 109 (109 ) (100.0% ) 383 352 31 8.8 % $ 1,284 $ 1,275 $ 9 0.7 % $ 4,601 $ 4,404 $ 197 4.5 % 868 890 (22 ) (2.5% ) 494 447 47 10.5 % 30 110 (80 ) (72.7% ) 1,456 1,382 74 5.4 % $ 7,449 $ 7,233 $ 216 3.0 % $ 960 $ 1,103 0 0 960 1,130 0 0 $ 960 $ 1,103 $ 9,586 $ 9,146 0.08 0.10 0.13 0.15 1.26 1.22 998.54 829.19 at September 30, 2017as of March 31, 2020 was adequate to absorb probable losses from any known and inherent risks in the portfolio, no assurance can be given that the adverse effect of current and future economic conditions on ourthe Company’s service areas, or other variables, will not result in increased losses in the loan portfolio in the future.ourthe investment portfolio is set in accordance with strategies developed and overseen by ourthe Company’s Investment Committee. Investment balances, including cash equivalents and interest-bearing deposits in other financial institutions, are subject to change over time based on ourthe Company’s asset/liability funding needs and interest rate risk management objectives. OurThe Company’s liquidity levels take into consideration anticipated future cash flows and all available sources of credits, and are maintained at levels management believes are appropriate to assure future flexibility in meeting anticipated funding needs.governmentgovernment guaranteed loans to help meet liquidity requirements and provide temporary holdings until the funds can be otherwise deployed or invested. As of September 30, 2017,March 31, 2020, and December 31, 2016, we2019, the Company had $139,628,000$92,814,000 and $190,810,000,$147,594,000, respectively, in cash and cash equivalents.ourthe investment securities portfolio focuses on providing an adequate level of liquidity and establishing an interest rate-sensitive position, while earning an adequate level of investment incomeincome without taking undue risk. Investment securities that we intendthe Company intends to hold until maturity are classified as held-to-maturity securities, and all other investment securities are classified as available-for-sale.available-for-sale or equity securities. Currently, all of ourthe investment securities are classified as available-for-sale.available-for-sale except for one mutual fund classified as an equity security with a carrying value of $3,371,000 as of March 31, 2020. The carrying values of available-for-sale investment securities are adjusted for unrealized gains or losses as a valuation allowance and any gain or loss is reported on an after-tax basis as a component of other comprehensive income. The carrying values of equity securities are adjusted for unrealized gains or losses through noninterest income in the consolidated statement of income.We conductThe Company conducts a periodic review and evaluation of the securities portfolio to determine if the value of any security has declined below its carrying value. If such decline is deemeddetermined to be other than temporary, wethe Company would adjust the carrying amount of the security by writing down the security to fair value through a charge to current period income or a charge to accumulated other comprehensive income depending on the nature of the impairment and managements intent or requirement to sell the security. Management has determined that no investment security is other than temporarily impaired. The unrealized losses are due primarily to interest rate changes.GoodwillGoodwill arises when the Company’s purchase price exceeds the fair value of the net assets of an acquired business. Goodwill represents the value attributable to intangible elements acquired. The value of goodwill is supported ultimately by profit from the acquired business. A decline in earnings could lead to impairment, which would be recorded as a write-down in the Company’s consolidated statements of earnings. Events that may indicate goodwill impairment include significant or adverse changes in results of operations of the acquired business or asset, economic or political climate; an adverse action or assessment by a regulator; unanticipated competition; and a more-likely-than-not expectation that a reporting unit will be sold or disposed of at a loss. While goodwill is not amortized, the Company does conduct periodic impairment analysis on goodwill at least annually or more often as conditions require.At September 30, 2017, the Company had goodwill in the amount of $3,312,000 in connection with the acquisition of Mother Lode Bank in December of 2015.at September 30, 2017as of March 31, 2020 were $901,716,000,$1,026,925,000, a $12,377,000$6,996,000 or 1.4% decrease0.7% increase from the deposit total of $914,093,000 at$1,019,929,000 as of December 31, 2016.2019. Average deposits increased $75,123,000by $56,921,000 to $902,632,000$1,014,101,000 for the nine monththree-month period ended September 30, 2017March 31, 2020 as compared to the same period in 2016. We believe we2019, mainly due to core deposit growth. Management believes the Company attracted deposits due to the safety and soundness of the Bank and our focus on customer service. $ $ 495,454 $ 500,930 $ (5,476 ) (1.1% ) 288,217 283,643 4,574 1.6 % 67,643 75,122 (7,479 ) (10.0% ) 31,854 33,428 (1,574 ) (4.7% ) 18,548 20,970 (2,422 ) (11.6% ) $ 901,716 $ 914,093 $ (12,377 ) (1.4% ) $ $ 671,230 $ 664,687 6,543 1.0 % 235,050 233,526 1,524 0.7 % 83,479 82,789 690 0.8 % 19,568 20,785 (1,217 ) (5.9% ) 17,598 18,142 (544 ) (3.0% ) $ 1,026,925 $ 1,019,929 $ 6,996 0.7 % Because ourBecause the Company’s client base is comprised primarily of commercial and industrial accounts, individual account balances are generally higher than those of consumer-oriented banks. Five of ourFour clients carry deposit balances of more than 1% of our total deposits, one of whichbut none had a deposit balance of more than 3% of total deposits at September 30, 2017. We believeas of March 31, 2020. Management believes that ourthe Company’s funding concentration risk is not significant and is mitigated by the ample sources of funds the Bank has access to.ourthe deposit growth strategy emphasizes core deposit growth, we havethe Company has avoided relying on brokered deposits as a consistent sourcesource of funds. The Company had $50,000 inno brokered deposits as of September 30, 2017March 31, 2020 and December 31, 2016. The only brokered deposits the Bank holds are from CDARS and ICS, a certificate of deposit and money market account program, respectively, that exchanges funds with other network banks to offer full FDIC insurance coverage to the customer.2019.our lending and investment activities and for general business purposes, wethe Company may obtain advances from the Federal Home Loan Bank of San Francisco (“FHLB”)FHLB as an alternative to retail deposit funds. OurThe outstanding FHLB advances remained a zero balance atas of March 31, 2020 and December 31, 2016 and September 30, 2017,2019, as we continuethe Company continues to rely on deposit growth as ourits primary source of funding. See “Liquidity Management” below for the details on the FHLB borrowings program.Board of Governors of the Federal Reserve Board (FRB)FRB and is subject to the securities registration and public reporting regulations of the Securities and Exchange Commission. As a California state-chartered bank, ourthe Company’s banking subsidiary is subject to primary supervision, examination and regulation by the California Department of Business Oversight (DBO) and the Federal Reserve Board. The Federal Reserve Board is the primary federal regulator of state member banks. The Bank is also subject to regulation by the FDIC, which insures the Bank’s deposits as permitted by law. We areManagement is not aware of any recommendations of regulatory authorities or otherwise which, if they were to be implemented, would have a material effect on ourthe Company’s or Bank’s liquidity, capital resources, or operations.Company must comply with regulatoryU.S. Basel III rules contain capital requirements established bystandards that change the FRB. Failure to meetcomposition of capital, increase minimum capital requirementsratios and strengthen counter-party credit risk capital requirements. The Basel III rules also include a definition of common equity Tier 1 capital and require that certain levels of such common equity Tier 1 capital be maintained. The rules also include a new capital conservation buffer, which imposes a common equity requirement above the new minimum that can initiatebe depleted under stress and could result in restrictions on capital distributions and discretionary bonuses under certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could havecircumstances, as well as a direct material effect on our financial statements.new standardized approach for calculating risk-weighted assets. Under capital adequacy guidelines and the regulatory framework for prompt corrective action,Basel III rules, we must meet specific capital guidelines that involve quantitative measuresmaintain a ratio of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. These capital standards require us to maintain minimum ratios of “Tier 1”common equity Tier 1 capital to total risk-weighted assets andof at least 4.5%, a ratio of Tier 1 capital to risk-weighted assets of at least 6%, a ratio of total capital to risk-weighted assets of 6.00%at least 8% and 8.00%, respectively.a minimum Tier 1 capital is comprisedleverage ratio of total shareholders’ equity calculated in accordance with generally accepted accounting principles, excluding accumulated other comprehensive income (loss), less intangible assets, and total capital is comprised of Tier 1 capital plus certain adjustments, the largest of which is our allowance for loan losses. Risk-weighted assets refer to our on- and off-balance sheet exposures, adjusted for their related risk levels using formulas set forth in FRB and FDIC regulations.risk-based capital requirements described above, we arepreceding requirements, all financial institutions subject to a leverage capital requirement, which calls for a minimum ratio of Tier 1 capital (as defined above) to quarterly average total assets of 4.00%.In July 2013, the U.S. banking agencies approved the U.S. version of Basel III. The federal bank regulatory agencies adopted version of Basel III revises the risk-based and leverage capital requirements and the method for calculating risk-weighted assets to make them consistent with Basel III and to meet the requirements of the Dodd-Frank Act. Although many of the rules contained in these final regulations are applicable only to large, internationally active banks, some of them will apply on a phased in basis to all banking organizations,Rules, including the Company and the Bank. Among other things, the rules establish a new minimum common equity Tier 1 ratio (4.5% of risk-weighted assets), a higher minimum Tier 1 risk-based capital requirement (6.0% of risk-weighted assets) and a minimum non-risk-based leverage ratio (4.00% eliminating a 3.00% exception for higher rated banks). The new additional capital conservation buffer of 2.5% of risk weighted assets over each of the required capital ratios will be phased in from 2016 to 2019 and must be met to avoid limitations on the ability of the Bank to pay dividends, repurchase shares or pay discretionary bonuses. The additional “countercyclical capital buffer” is also required for larger and more complex institutions. The new rules assign higher risk weighting to exposures that are more than 90 days past due or are on nonaccrual status and certain commercial real estate facilities that finance the acquisition, development or construction of real property. The rules also change the permitted composition of Tier 1 capital to exclude trust preferred securities, mortgage servicing rights and certain deferred tax assets and include unrealized gains and losses on available for sale debt and equity securities (with a one-time opt out option for Standardized Banks (banks with less than $250 billion of total consolidated assets and less than $10 billion of foreign exposures)). The rules, including alternative requirements for smaller community financial institutions like the Company, would be phased in through 2019. The implementation of the Basel III framework forboth the Company and the Bank, commencedare required to establish a "conservation buffer," consisting of common equity Tier 1 capital, which is at least 2.5% above each of the preceding common equity Tier 1 capital ratio, the Tier 1 risk-based ratio and the total risk-based ratio. An institution that does not meet the conservation buffer will be subject to restrictions on certain activities including payment of dividends, stock repurchases and discretionary bonuses to executive officers. The conservation buffer became fully effective on January 1, 2015.2019.ourthe Company’s financial statements and operations. Under capitalcapital adequacy guidelines and the regulatory framework for prompt corrective action, wethe Company and Bank must meet specific capital guidelines that rely on quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Our capitalThe Company’s and Bank’s amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.table showstables present a comparison of our actual capital ratios as calculated under regulatory guidelines, compared to the regulatory minimum capitalrequired ratios andas of the regulatory minimum capital ratios needed to qualify as a “well-capitalized” institution at September 30, 2017 and December 31, 2016:dates indicated: $ 92,289 11.5% $ 73,996 $ 79,996 $ 117,606 12.1% $ 101,910 $ 84,074 10.5% $ 57,997 $ 63,996 $ 107,624 11.1% $ 82,499 $ 84,074 10.5% $ 45,997 $ 51,997 $ 107,624 11.1% $ 67,940 $ 84,074 8.5% $ 39,806 $ 49,757 $ 107,624 9.5% $ 45,379 $ 86,603 11.3% $ 66,358 $ 76,937 $ 115,713 12.3% $ 98,423 $ 78,487 10.2% $ 50,970 $ 61,549 $ 106,140 11.3% $ 79,676 $ 78,487 10.2% $ 39,430 $ 50,009 $ 106,140 11.3% $ 65,615 $ 78,487 8.1% $ 38,726 $ 48,408 $ 106,140 9.5% $ 44,948 $ 92,655 11.6% $ 74,000 N/A N/A $ 117,606 12.2% $ 101,927 $ 84,440 10.6% $ 58,000 N/A N/A $ 107,624 11.1% $ 82,512 $ 84,440 10.6% $ 58,000 N/A N/A $ 107,624 11.1% $ 67,951 $ 84,440 8.5% $ 39,809 N/A N/A $ 107,624 9.5% $ 45,383 $ 86,966 11.3% $ 66,365 N/A N/A $ 115,910 12.4% $ 98,428 $ 78,850 10.3% $ 50,976 N/A N/A $ 106,337 11.3% $ 79,680 $ 78,850 10.3% $ 39,435 N/A N/A $ 106,337 11.3% $ 65,619 $ 78,850 8.1% $ 38,731 N/A N/A $ 106,337 9.5% $ 44,951 The Bank is also subject to capital requirements similar to those discussed above.(1) The Bank’s capital ratios do not vary materially from our capital ratios presented above. At September 30, 2017,adequately capitalized thresholds in the Bank exceeded the minimum ratios established by the FRB.table above are reflected on a fully phased-in basis, which occurred in January 2019.FinancialFinancial Code, payment of a dividend from the Bank to the Company is restricted to the lesser of the Bank’s retained earnings or the amount of the Bank’s undistributed net profits from the previous three fiscal years. The primary uses of funds for the Company are stockholder dividends, investment in the Bank and ordinary operating expenses. Management anticipates that there will be sufficient earnings at the Bank level to provide dividends to the Company to meet its funding requirements for the next twelve months.ourthe Company’s cash flow requirements. Liquidity in a banking institution is required primarily to provide for deposit withdrawals and the credit needs of its customers and to take advantage of investment opportunities as they arise. Liquidity management involves ourthe ability to convert assets into cash or cash equivalents without incurring significant loss, and to raise cash or maintain funds without incurring excessive additional cost. For this purpose, we maintainthe Company maintains a portion of our funds in cash and cash equivalents, salable government guaranteed loans and securities available for sale. We obtainThe Company obtains funds from the repayment and maturity of loans as well as deposit inflows, investment security maturities and paydowns, Federal funds purchased, FHLB advances, and other borrowings. OurThe Company’s primary usesuse of funds are the origination of loans, the purchase of investment securities, withdrawals of deposits, maturity of certificate of deposits, repayment of borrowings and dividends to common and preferred stockholders. OurThe Company’s liquid assets at September 30, 2017as of March 31, 2020 were $251.5$248.3 million compared to $269.7$241.0 million atas of December 31, 2016. Our2019. The Company’s liquidity level measured as the percentage of liquid assets to total assets was 25.2% at September 30, 2017 and21.5% as of March 31, 2020, compared to 21.0% as of December 31, 2016. We anticipate2019. Liquidity increased during the first three months of 2020, mainly due to the deposit increase of $7 million, resulting in higher levels of cash. Management anticipates that cash and cash equivalents on hand and other sources of funds will provide adequate liquidity for our operating, investing and financing needs and our regulatory liquidity requirements for the next twelve months. Management monitors ourthe Company’s liquidity position daily, balancing loan funding/payments with changes in deposit activity and overnight investments.we relythe Company relies on advancesadvances from the FHLB to supplement ourthe supply of lendable funds and to meet deposit withdrawal requirements. Advances from the FHLB are typically secured by a portion of ourthe loan portfolio. The FHLB determines limitations on the amount of advances by assigning a percentage to each eligible loan category that will count towards the borrowing capacity. As of September 30, 2017, ourMarch 31, 2020, the Company’s borrowing capacity from the FHLB was approximately $255.1$286.9 million and there were no outstanding advances. WeThe Company also maintainmaintains 2 lines of credit with correspondent banks to purchase up to $30 million in federal funds, for which there were no advances as of September 30, 2017.March 31, 2020.Off-Balance-SheetOff-BalanceSheet Arrangementswe providethe Company provides various forms of credit lines to meet the financing needs of our customers. These commitments, which represent a credit risk to us, are not represented in any form on ourthe balance sheets.September 30, 2017March 31, 2020 and December 31, 2016, we2019, the Company had commitments to extend credit of $116.6$153.2 million and $110.8$164.7 million, respectively, which includes obligations under letters of credit of $1.4$2.7 million and $1.3 million.$3.1 million, respectively.ourthe Company’s revenues, expenses, cash flows and liquidity from the unused portion of the commitments to provide credit cannotcannot be reasonably predicted because there is no guarantee that the lines of credit will be used.Item 3.Quantitative and Qualitative Disclosures About Market RiskNot applicable.Company’sCompany’s Chief Executive Officer and its Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e) promulgated under the Exchange Act, as of the end of the period covered by this report (the “Evaluation Date”) have concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to ensure that material information relating to the Company would be made known to them by others within the Company, particularly during the period in which this report was being prepared. Disclosure controls and procedures are designed to ensure that information required to be disclosed by usmanagement in the reports that we filethe Company files or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by usmanagement in the reports that we filethe Company files under the Exchange Act is accumulated and communicated to our management, including ourthe Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.ourthe Company’s internal control over financial reporting during the quarter ended September 30, 2017March 31, 2020 that have materially affected, or are reasonably likely to materially affect, ourthe Company’s internal control over financial reporting subsequent to the Evaluation Date.we arethe Company is a defendant, or to which any of ourthe Company’s properties are subject. There are no material legal proceedings to which any director, any nominee for election as a director, any executive officer, or any associate of any such director, nominee or officer is a party adverse to us.the Company.Item 2.Unregistered Sales of Equity Securities and Use of ProceedsNone. 31.0131.0232.01101.SCH*101.CAL*101.DEF*101.LAB*101.PRE*In accordance with Rule 406T of Regulation S-T, the information in these exhibits is “furnished” and shall Filed herewith.be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.filed.November 7, 2017May 11, 202049