UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
JuneSeptember 30, 2020

 

 

TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO ___________

 

COMMISSION FILE NUMBER: 000-49883

 

PLUMAS BANCORP

(Exact Name of Registrant as Specified in Its Charter)

 

California

75-2987096

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

 

 

35 S. Lindan Avenue, Quincy, California

95971

(Address of Principal Executive Offices)

(Zip Code)

 

 

Registrant’s Telephone Number, Including Area Code (530) 283-7305

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒   No  ☐

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act:

 

Large Accelerated Filer ☐    Accelerated Filer ☒     Non-Accelerated Filer ☐     Smaller Reporting Company ☒    Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐  No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:

Trading Symbol

Name of Each Exchange on which Registered:

Common Stock, no par value

PLBC

The NASDAQ Stock Market LLC

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of  JulyOctober 31, 2020. 5,178,5325,181,032 shares.

 

 

 

 

 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

PLUMAS BANCORP AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share data)

 

 

June 30,

 

December 31,

  

September 30,

 

December 31,

 
 

2020

  

2019

  

2020

  

2019

 
  

Assets

            

Cash and cash equivalents

 $107,246  $46,942  $175,531  $46,942 

Investment securities available for sale

 153,713  159,320  158,002  159,320 

Loans, less allowance for loan losses of $8,835 at June 30, 2020 and $7,243 at December 31, 2019

 732,195  616,036 

Loans, less allowance for loan losses of $9,600 at September 30, 2020 and $7,243 at December 31, 2019

 737,650  616,036 

Real estate acquired through foreclosure

 707  707  763  707 

Premises and equipment, net

 14,163  14,629  14,047  14,629 

Bank owned life insurance

 13,359  13,184  13,444  13,184 

Accrued interest receivable and other assets

  15,481   14,373   16,512   14,373 

Total assets

 $1,036,864  $865,191  $1,115,949  $865,191 
  

Liabilities and Shareholders’ Equity

            
  

Deposits:

          

Non-interest bearing

 $429,897  $331,619  $462,351  $331,619 

Interest bearing

  474,095   415,705   515,178   415,705 

Total deposits

 903,992  747,324  977,529  747,324 

Repurchase agreements

 10,357  16,013  15,159  16,013 

Accrued interest payable and other liabilities

 9,285  7,039  6,968  7,039 
Federal Home Loan Bank advances 10,000 -  10,000 0 

Junior subordinated deferrable interest debentures

  10,310   10,310   10,310   10,310 

Total liabilities

  943,944   780,686   1,019,966   780,686 
  

Commitments and contingencies (Note 5)

                 
  

Shareholders’ equity:

          

Common stock, no par value; 22,500,000 shares authorized; issued and outstanding – 5,178,532 shares at June 30, 2020 and 5,165,760 at December 31, 2019

 7,502  7,312 

Common stock, no par value; 22,500,000 shares authorized; issued and outstanding – 5,181,032 shares at September 30, 2020 and 5,165,760 at December 31, 2019

 7,586  7,312 

Retained earnings

 81,023  75,144  84,094  75,144 

Accumulated other comprehensive income, net

  4,395   2,049   4,303   2,049 

Total shareholders’ equity

  92,920   84,505   95,983   84,505 

Total liabilities and shareholders’ equity

 $1,036,864  $865,191  $1,115,949  $865,191 

 

See notes to unaudited condensed consolidated financial statements.

 

 


 

 

PLUMAS BANCORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

 

 

For the Three Months Ended

 

For the Six Months Ended

  

For the Three Months Ended

 

For the Nine Months Ended

 
 

June 30,

  

June 30,

  

September 30,

  

September 30,

 
 

2020

  

2019

  

2020

  

2019

  

2020

  

2019

  

2020

  

2019

 

Interest Income:

                        

Interest and fees on loans

 $8,561  $8,385  $17,101  $16,894  $8,978  $8,761  $26,080  $25,655 

Interest on investment securities

 864  1,140  1,816  2,278  799  1,075  2,615  3,353 

Other

  18   95   125   274   36   171   160   445 

Total interest income

 9,443  9,620  19,042  19,446  9,813  10,007  28,855  29,453 

Interest Expense:

                        

Interest on deposits

 199  322  458  619  190  304  648  923 

Interest on junior subordinated deferrable interest debentures

 94  136  210  276  86  131  296  406 

Other

  2   3   5   6   2   5   7   11 

Total interest expense

  295   461   673   901   278   440   951   1,340 

Net interest income before provision for loan losses

 9,148  9,159  18,369  18,545  9,535  9,567  27,904  28,113 

Provision for Loan Losses

  1,250   200   2,000   600   800   300   2,800   900 

Net interest income after provision for loan losses

  7,898   8,959   16,369   17,945   8,735   9,267   25,104   27,213 

Non-Interest Income:

                        

Service charges

 508  670  1,214  1,320  547  676  1,760  1,996 

Interchange revenue

 555  583  1,094  1,097  799  642  1,894  1,739 

Gain on sale of loans

 164  231  628  475  317  313  945  788 
Gain on sale of investments - 20 - 20  0 0 0 20 

Other

  695   507   1,211   1,064   498   515   1,710   1,578 

Total non-interest income

  1,922   2,011   4,147   3,976   2,161   2,146   6,309   6,121 

Non-Interest Expenses:

                        

Salaries and employee benefits

 2,917  3,104  6,446  6,304  3,125  3,439  9,571  9,743 

Occupancy and equipment

 837  825  1,702  1,683  840  799  2,542  2,482 

Other

  1,675   1,814   3,418   3,440   1,839   1,637   5,257   5,077 

Total non-interest expenses

  5,429   5,743   11,566   11,427   5,804   5,875   17,370   17,302 

Income before provision for income taxes

 4,391  5,227  8,950  10,494  5,092  5,538  14,043  16,032 

Provision for Income Taxes

  1,206   1,417   2,449   2,866   1,400   1,536   3,850   4,402 

Net income

 $3,185  $3,810  $6,501  $7,628  $3,692  $4,002  $10,193  $11,630 
  

Basic earnings per share

 $0.62  $0.74  $1.26  $1.48  $0.71  $0.78  $1.97  $2.26 

Diluted earnings per share

 $0.61  $0.73  $1.24  $1.46  $0.71  $0.77  $1.95  $2.22 

 

See notes to unaudited condensed consolidated financial statements.

 


 

 

PLUMAS BANCORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

 

 

For the Three Months Ended

 

For the Six Months Ended

  

For the Three Months Ended

 

For the Nine Months Ended

 
 

June 30,

  

June 30,

  

September 30,

  

September 30,

 
 

2020

  

2019

  

2020

  

2019

  

2020

  

2019

  

2020

  

2019

 
  

Net income

 $3,185  $3,810  $6,501  $7,628  $3,692  $4,002  $10,193  $11,630 

Other comprehensive income:

                  

Change in net unrealized gain on securities

 173  2,334  3,427  4,933  (184) 979  3,243  5,912 
Change in unrealized loss on cash flow hedge (97) - (97) -  54 0 (43) 0 

Reclassification adjustments for net gains included in net income

  -   (20)  -   (20)  0   0   0   (20)

Net unrealized holding gain

 76  2,314  3,330  4,913 

Net unrealized holding (loss) gain

 (130) 979  3,200  5,892 

Related tax effect:

                  

Change in net unrealized gain/loss

 (52) (690) (1,013) (1,458)

Change in net unrealized gain

 54  (289) (959) (1,748)
Change in unrealized loss on cash flow hedge 29 - 29 -  (16) 0 13 0 

Reclassification of net gains included in net income

  -   6   -   6   0   0   0   6 

Income tax effect

  (23)  (684)  (984)  (1,452)  38   (289)  (946)  (1,742)

Other comprehensive income

  53   1,630   2,346   3,461 

Other comprehensive (loss) income

  (92)  690   2,254   4,150 

Total comprehensive income

 $3,238  $5,440  $8,847  $11,089  $3,600  $4,692  $12,447  $15,780 

    

See notes to unaudited condensed consolidated financial statements.

 


 

 

PLUMAS BANCORP AND SUBSIDIARY 

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY 

(in thousands, except shares)

 

 

Common Stock

 

Retained

 

Accumulated Other Comprehensive Income (Loss)

 

Total Shareholders’

  

Common Stock

 

Retained

 

Accumulated Other Comprehensive Income (Loss)

 

Total Shareholders’

 
 

Shares

  

Amount

  

Earnings

  

(Net of Taxes)

  

Equity

  

Shares

  

Amount

  

Earnings

  

(Net of Taxes)

  

Equity

 
                      

Balance, December 31, 2018

 5,137,476  $6,944  $62,005  $(2,017) $66,932  5,137,476  $6,944  $62,005  $(2,017) $66,932 

Net Income

    7,628   7,628     11,630   11,630 

Other comprehensive income

     3,461  3,461      4,150  4,150 
Cash dividends on common stock    (1,186)  (1,186)    (1,186)  (1,186)

Exercise of stock options and tax effect

 22,084  103    103  22,084  103    103 

Stock-based compensation expense

      100         100       150         150 

Balance, June 30, 2019

  5,159,560  $7,147  $68,447  $1,444  $77,038 

Balance, September 30, 2019

  5,159,560  $7,197  $72,449  $2,133  $81,779 
                      

Balance, December 31, 2019

 5,165,760  $7,312  $75,144  $2,049  $84,505  5,165,760  $7,312  $75,144  $2,049  $84,505 

Net Income

    6,501   6,501     10,193   10,193 

Other comprehensive income

     2,346  2,346      2,254  2,254 
Cash dividends on common stock    (622)  (622)    (1,243)  (1,243)

Exercise of stock options and tax effect

 12,772  57    57  15,272  79    79 

Stock-based compensation expense

      133         133       195         195 

Balance, June 30, 2020

  5,178,532  $7,502  $81,023  $4,395  $92,920 

Balance, September 30, 2020

  5,181,032  $7,586  $84,094  $4,303  $95,983 

 

See notes to unaudited condensed consolidated financial statements.  

 

 


 

 

PLUMAS BANCORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

 

For the Six Months Ended

  

For the Nine Months Ended

 
 

June 30,

  

September 30,

 
 

2020

  

2019

  

2020

  

2019

 

Cash Flows from Operating Activities:

            

Net income

 $6,501  $7,628  $10,193  $11,630 

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

          

Provision for loan losses

 2,000  600  2,800  900 

Change in deferred loan origination costs/fees, net

 4,006  (480) 3,809  (553)

Depreciation and amortization

 761  722  1,077  1,065 

Stock-based compensation expense

 133  100  195  150 
Gain on sale of investments - (20) 0 (20)

Amortization of investment security premiums

 484  371  776  598 

Gain (loss) on sale of OREO and other vehicles

 15  (18) 11  (14)

Gain on sale of loans held for sale

 (628) (475) (945) (788)
Gain on sale of building (218) -  (218) 0 

Loans originated for sale

 (10,947) (9,854) (18,647) (16,766)

Proceeds from loan sales

 14,998  10,837  21,283  17,887 

Earnings on bank-owned life insurance

 (175) (164) (260) (246)

Increase in accrued interest receivable and other assets

 (1,974) (319) (2,959) (297)

Increase (decrease) in accrued interest payable and other liabilities

  2,149   (778)

Decrease in accrued interest payable and other liabilities

  (114)  (643)

Net cash provided by operating activities

  17,105   8,150   17,001   12,903 
  

Cash Flows from Investing Activities:

            

Proceeds from principal repayments from available-for-sale government-sponsored mortgage-backed securities

 17,688  9,829  30,247  16,946 

Proceeds from matured and called available-for-sale securities

 380  -  380  0 

Purchases of available-for-sale securities

 (9,486) (19,297) (26,790) (21,471)
Proceeds from sale of available-for-sale securities - 11,379  0 11,379 
Purchase of FHLB stock (150) -  (150) 0 

Net increase in loans

 (126,090) (27,242) (130,637) (36,881)
Proceeds from sale of OREO - 85  0 85 

Proceeds from sale of other vehicles

 280  316  370  420 
Proceed from sale of building 1,348 -  1,348 0 

Purchase of premises and equipment

  (1,218)  (608)  (1,367)  (1,053)

Net cash used in investing activities

  (117,248)  (25,538)  (126,599)  (30,575)

 

Continued on next page.

 


 

PLUMAS BANCORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

(Continued)

 

 

For the Six Months Ended

  

For the Nine Months Ended

 
 

June 30,

  

September 30,

 
 

2020

  

2019

  

2020

  

2019

 

Cash Flows from Financing Activities:

            

Net increase in demand, interest bearing and savings deposits

 $158,000  $17,918  $229,521  $64,328 

Net decrease in time deposits

 (1,332) (7,272)

Net decrease in securities sold under agreements to repurchase

 (5,656) (5,114)

Net increase (decrease) in time deposits

 684  (14,710)

Net (decrease) increase in securities sold under agreements to repurchase

 (854) 331 
Cash dividends paid on common stock (622) (1,186) (1,243) (1,186)
Proceeds from FHLB advances 10,000 -  10,000 0 

Proceeds from exercise of stock options

  57   103   79   103 

Net cash provided by financing activities

  160,447   4,449   238,187   48,866 

Increase (decrease) in cash and cash equivalents

 60,304  (12,939)

Increase in cash and cash equivalents

 128,589  31,194 

Cash and Cash Equivalents at Beginning of Year

  46,942   46,686   46,942   46,686 

Cash and Cash Equivalents at End of Period

 $107,246  $33,747  $175,531  $77,880 
  

Supplemental Disclosure of Cash Flow Information:

            

Cash paid during the period for:

          

Interest expense

 $686  $895  $976  $1,334 

Income taxes

 $2  $3,376  $3,922  $4,409 
  

Non-Cash Investing Activities:

            

Real estate and vehicles acquired through foreclosure

 $254  $330  $381  $409 
  

Non-Cash Financing Activities:

            

Common stock retired in connection with the exercise of stock options

 $46  $42  $46  $42 

 

See notes to unaudited condensed consolidated financial statements.  

 


 

PLUMAS BANCORP AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

1. THE BUSINESS OF PLUMAS BANCORP

 

During 2002, Plumas Bancorp (the "Company") was incorporated as a bank holding company for the purpose of acquiring Plumas Bank (the "Bank") in a one bank holding company reorganization. This corporate structure gives the Company and the Bank greater flexibility in terms of operation, expansion and diversification. The Company formed Plumas Statutory Trust I ("Trust I") for the sole purpose of issuing trust preferred securities on September 26, 2002. The Company formed Plumas Statutory Trust II ("Trust II") for the sole purpose of issuing trust preferred securities on September 28, 2005.

 

The Bank operates eleven branches in California, including branches in Alturas, Chester, Fall River Mills, Greenville, Kings Beach, Portola, Quincy, Redding, Susanville, Tahoe City, and Truckee. In December 2015 the Bank opened a branch in Reno, Nevada; its first branch outside of California and in 2018 the Bank purchased a branch located in Carson City, Nevada. The Bank’s administrative headquarters is in Quincy, California. In addition, the Bank operates a lending office specializing in government-guaranteed lending in Auburn, California, and commercial/agricultural lending offices in Chico California and Klamath Falls, Oregon. The Bank's primary source of revenue is generated from providing loans to customers who are predominately small and middle market businesses and individuals residing in the surrounding areas.

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Consolidation and Basis of Presentation

 

The consolidated financial statements include the accounts of the Company and the consolidated accounts of its wholly-owned subsidiary, Plumas Bank. All significant intercompany balances and transactions have been eliminated.

 

Plumas Statutory Trust I and Trust II are not consolidated into the Company's consolidated financial statements and, accordingly, are accounted for under the equity method. The Company's investment in Trust I of $354,000$356,000 and Trust II of $180,000$181,000 are included in accrued interest receivable and other assets on the consolidated balance sheet. The junior subordinated deferrable interest debentures issued and guaranteed by the Company and held by Trust I and Trust II are reflected as debt on the consolidated balance sheet.

 

The accounting and reporting policies of Plumas Bancorp and subsidiary conform with accounting principles generally accepted in the United States of America and prevailing practices within the banking industry. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company’s financial position at JuneSeptember 30, 2020 and the results of its operations and its cash flows for the three- and sixnine-month periods ended JuneSeptember 30, 2020 and 2019. Our condensed consolidated balance sheet at December 31, 2019 is derived from audited financial statements.

 

The unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting on Form 10-Q. Accordingly, certain disclosures normally presented in the notes to the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. The Company believes that the disclosures are adequate to make the information not misleading. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 2019 Annual Report to Shareholders on Form 10-K. The results of operations for the three- and sixnine-month periods ended JuneSeptember 30, 2020 may not necessarily be indicative of future operating results. In preparing such financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the periods reported. Actual results could differ significantly from those estimates.

7

 

Segment Information

 

Management has determined that since all of the banking products and services offered by the Company are available in each branch of the Bank, all branches are located within the same economic environment and management does not allocate resources based on the performance of different lending or transaction activities, it is appropriate to aggregate the Bank branches and report them as a single operating segment. No customer accounts for more than 10 percent of revenues for the Company or the Bank.

Revenue from Contracts with Customers

 

The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation. Significant revenue has not been recognized in the current reporting period that results from performance obligations satisfied in previous periods.

 

Most of the Company’s revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as the Company’s loans and investment securities. The Company has evaluated the nature of its contracts with customers and determined that further disaggregation of revenue from contracts with customers into more granular categories beyond what is presented in the Condensed Consolidated Statements of Income was not necessary. The Company generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying Topic 606 that significantly affects the determination of the amount and timing of revenue from contracts with customers.

 

Recently Adopted Accounting Pronouncements

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The update is effective for interim and annual periods in fiscal years beginning after December 15, 2019, with early adoption permitted.  As ASU No. 2018-13 only revises disclosure requirements, it did not have a material impact on the Company’s Consolidated Financial Statements.

8

 

Pending Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees. The CECL model does not apply to available-for-sale (“AFS”) debt securities. For AFS debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU No. 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. On October 16, 2019, the FASB approved a proposal to change the effective date of ASU No. 2016-13 for smaller reporting companies, as defined by the SEC, and other non-SEC reporting entities delaying the effective date to fiscal years beginning after December 31, 2022, including interim periods within those fiscal periods. As the Company is a smaller reporting company and has not adopted provisions of the standard early, the delay is applicable to the Company. The Company has begun its implementation efforts by establishing an implementation team chaired by the Company’s Chief Lending Officer and composed of members of the Company’s credit administration and accounting departments. We have purchased software to support the CECL calculation of the allowance for loan losses under ASU No 2016-13 and have engaged the software vendor to assist in the transition to the CECL model. The Company’s preliminary evaluation indicates the provisions of ASU No. 2016-13 are expected to impact the Company’s Consolidated Financial Statements, in particular the level of the reserve for credit losses. However, the Company continues to evaluate the extent of the potential impact.

 

 

 

 

9

 

 

3.   INVESTMENT SECURITIES AVAILABLE FOR SALE

 

The amortized cost and estimated fair value of investment securities at JuneSeptember 30, 2020 and December 31, 2019 consisted of the following, in thousands:

 

Available-for-Sale

 

June 30, 2020

  

September 30, 2020

 
   

Gross

 

Gross

      

Gross

 

Gross

   
 

Amortized

 

Unrealized

 

Unrealized

 

Fair

  

Amortized

 

Unrealized

 

Unrealized

 

Fair

 
 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 

Debt securities:

                  

U.S. Government-sponsored agencies collateralized by mortgage obligations- residential

 $112,477  $4,274  $(2) $116,749  $105,925  $4,086  $(2) $110,009 
U.S. Government-agencies collateralized by mortgage obligations-commercial 5,400 16 0 5,416 

Obligations of states and political subdivisions

  34,900   2,064   -   36,964   40,525   2,110   (58)  42,577 
 $147,377  $6,338  $(2) $153,713  $151,850  $6,212  $(60) $158,002 

 

Unrealized gains on available-for-sale investment securities totaling $6,336,000$6,152,000 were recorded, net of $1,873,000$1,818,000 in tax expense, as accumulated other comprehensive income within shareholders' equity at JuneSeptember 30, 2020.  NaN securities were sold during the sixnine months ended JuneSeptember 30, 2020.

 

Available-for-Sale

 

December 31, 2019

 
      

Gross

  

Gross

     
  

Amortized

  

Unrealized

  

Unrealized

  

Fair

 
  

Cost

  

Gains

  

Losses

  

Value

 

Debt securities:

                

U.S. Government-sponsored agencies collateralized by mortgage obligations- residential

 $123,940  $1,924  $(186) $125,678 

Obligations of states and political subdivisions

  32,470   1,201   (29)  33,642 
  $156,410  $3,125  $(215) $159,320 

 

Unrealized gains on available-for-sale investment securities totaling $2,910,000 were recorded, net of $861,000 in tax expense, as accumulated other comprehensive income within shareholders' equity at December 31, 2019. During the three and sixnine months ended JuneSeptember 30, 2019the Company sold forty available-for-sale investment securities for total proceeds of $11,379,000 recording a $20,000 gain on sale. The Company realized a gain on sale from twenty-three of these securities totaling $59,000 and a loss on sale on seventeen securities of $39,000.  NaN securities were sold during the nine months ended September 30, 2020.

 

There were no transfers of available-for-sale investment securities during the sixnine months ended JuneSeptember 30, 2020 and twelve months ended December 31, 2019. There were no securities classified as held-to-maturity at JuneSeptember 30, 2020 or December 31, 2019.

 

10

 

Investment securities with unrealized losses at JuneSeptember 30, 2020 and December 31, 2019 are summarized and classified according to the duration of the loss period as follows, in thousands:

 

June 30, 2020

 

Less than 12 Months

  

12 Months or More

  

Total

 

September 30, 2020

 

Less than 12 Months

  

12 Months or More

  

Total

 
 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

  

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 
 

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 

Debt securities:

  

U.S. Government-sponsored agencies collateralized by mortgage obligations-residential

 $2,087  $2  $-  $-  $2,087  $2  $3,849  $2  $0  $0  $3,849  $2 
U.S. Government-agencies collateralized by mortgage obligations-commercial 0 0 0 0 0 0 
Obligations of states and political subdivisions - - - - - -   3,368  58  0  0  3,368  58 
 $2,087  $2  $-  $-  $2,087  $2  $7,217  $60  $0  $0  $7,217  $60 

 

December 31, 2019

 

Less than 12 Months

  

12 Months or More

  

Total

  

Less than 12 Months

  

12 Months or More

  

Total

 
 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

  

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 
 

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 

Debt securities:

                          

U.S. Government-sponsored agencies collateralized by mortgage obligations-residential

 $10,319  $31  $19,733  $155  $30,052  $186  $10,319  $31  $19,733  $155  $30,052  $186 

Obligations of states and political subdivisions

  2,965   29   -   -   2,965   29   2,965   29   0   0   2,965   29 
 $13,284  $60  $19,733  $155  $33,017  $215  $13,284  $60  $19,733  $155  $33,017  $215 

 

At JuneSeptember 30, 2020, the Company held 192206 securities of which 39 were in a loss position. All of the securities in a loss position were in a loss position for less than twelve months. Of the 192206 securities, 99100 are U.S. Government-sponsored agencies collateralized by residential mortgage obligations, 2 are U.S. Government- agencies collateralized by commercial mortgage obligations  and 93104 were obligations of states and political subdivisions. The unrealized losses relate principally to market rate conditions. All of the securities continue to pay as scheduled. When analyzing an issuer’s financial condition, management considers the length of time and extent to which the market value has been less than cost; the historical and implied volatility of the security; the financial condition of the issuer of the security; and the Company’s intent and ability to hold the security to recovery. As of JuneSeptember 30, 2020, management does not have the intent to sell these securities nor does it believe it is more likely than not that it will be required to sell these securities before the recovery of its amortized cost basis. Based on the Company’s evaluation of the above and other relevant factors, the Company does not believe the securities that are in an unrealized loss position as of JuneSeptember 30, 2020 are other than temporarily impaired.

 

The amortized cost and estimated fair value of investment securities at JuneSeptember 30, 2020 by contractual maturity are shown below, in thousands.

 

 

Amortized Cost

  

Estimated Fair Value

  

Amortized Cost

  

Estimated Fair Value

 

Within one year

 $120  $120  $120  $120 

After one year through five years

 3,679  3,843  3,903  4,076 

After five years through ten years

 5,244  5,513  5,552  5,893 

After ten years

 25,857  27,488  30,950  32,488 

Investment securities not due at a single maturity date:

          

Government-sponsored mortgage-backed securities

  112,477   116,749 
Government- agencies commercial mortgage-backed securities 5,400 5,416 

Government-sponsored agencies residential mortage-backed securities

  105,925   110,009 
 $147,377  $153,713  $151,850  $158,002 

 

Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.

 

Investment securities with amortized costs totaling $108,480,000$104,625,000 and $83,596,000 and estimated fair values totaling $112,682,000$108,649,000 and $84,625,000 at JuneSeptember 30, 2020 and December 31, 2019, respectively, were pledged to secure deposits and repurchase agreements. 

  

11

 

 

4. LOANS AND THE ALLOWANCE FOR LOAN LOSSES

 

Outstanding loans are summarized below, in thousands:

 

 

June 30,

 

December 31,

  

September 30,

 

December 31,

 
 

2020

  

2019

  

2020

  

2019

 
  

Commercial

 $162,578  $47,892  $167,770  $47,892 

Agricultural

 76,120  78,785  74,209  78,785 

Real estate – residential

 13,294  14,530  12,848  14,530 

Real estate – commercial

 333,337  316,986  333,768  316,986 

Real estate – construction and land development

 23,626  31,181  27,886  31,181 

Equity lines of credit

 35,682  35,471  34,894  35,471 

Auto

 92,538  90,310  92,248  90,310 

Other

  4,576   4,563   4,262   4,563 

Total loans

 741,751  619,718  747,885  619,718 

Deferred loan (fees) costs, net

 (721) 3,561  (635) 3,561 

Allowance for loan losses

  (8,835)  (7,243)  (9,600)  (7,243)

Total net loans

 $732,195  $616,036  $737,650  $616,036 

 

Changes in the allowance for loan losses, in thousands, were as follows:

 

 

June 30,

 

December 31,

  

September 30,

 

December 31,

 
 

2020

  

2019

  

2020

  

2019

 
  

Balance, beginning of period

 $7,243  $6,958  $7,243  $6,958 

Provision charged to operations

 2,000  1,500  2,800  1,500 

Losses charged to allowance

 (535) (1,521) (668) (1,521)

Recoveries

  127   306   225   306 

Balance, end of period

 $8,835  $7,243  $9,600  $7,243 

 

The recorded investment in impaired loans totaled $2,105,000$2,083,000 and $2,244,000 at JuneSeptember 30, 2020 and December 31, 2019, respectively. The Company had specific allowances for loan losses of $153,000 on impaired loans of $536,000$535,000 at JuneSeptember 30, 2020 as compared to specific allowances for loan losses of $154,000 on impaired loans of $539,000 at December 31, 2019. The balance of impaired loans in which no specific reserves were required totaled $1,569,000$1,548,000 and $1,705,000 at JuneSeptember 30, 2020 and December 31, 2019, respectively. The average recorded investment in impaired loans for the sixnine months ended JuneSeptember 30, 2020 and JuneSeptember 30, 2019 was $2,140,000$2,111,000 and $1,542,000,$1,771,000, respectively. The Company recognized $31,000 and $32,000$45,000 in interest income for impaired loans during the sixnine months ended JuneSeptember 30, 2020 and 2019, respectively.. No interest was recognized on nonaccrual loans accounted on a cash basis during the sixnine months ended JuneSeptember 30, 2020 and 2019.

 

Included in impaired loans are troubled debt restructurings. Section 4013 of the Coronavirus Aid, Relief and Economic Security Act (CARES Act) provides that a qualifying loan modification or extension is exempt by law from classification as a Troubled Debt Restructuring ("TDR") pursuant to FASB ASC 340-10. In addition, FIL-36-2020 issued by the FDIC on April 7, 2020 provides more limited circumstances in which a loan modification or extension is not subject to classification as a TDR pursuant to FASB ASC 340-10.

 

The Company evaluates loan extensions or modifications not qualified under Section 4013 of the CARES Act or under FIL-36-2020 in accordance with FASB ASC 340-10 with respect to the classification of the loan as a TDR. Under ASC 340-10, if the Company grants a loan extension or modification to a borrower experiencing financial difficulties for other than an insignificant period of time that includes a below–market interest rate, principal forgiveness, payment forbearance or other concession intended to minimize the economic loss to the Company, the loan extension or loan modification is classified as a TDR. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal then due and payable, management measures any impairment on the restructured loan in the same manner as for impaired loans as noted above. 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.

 

The carrying value of troubled debt restructurings at JuneSeptember 30, 2020 and December 31, 2019 was $1,010,000$1,002,000 and $1,016,000, respectively. The Company has allocated  $32,000 and $33,000 of specific reserves on loans to customers whose loan terms have been modified in troubled debt restructurings as of JuneSeptember 30, 2020 and December 31, 2019. The Company has not committed to lend additional amounts on loans classified as troubled debt restructurings at JuneSeptember 30, 2020 and December 31, 2019.

  

There were no troubled debt restructurings that occurred during the sixnine months ending JuneSeptember 30, 2020 or JuneSeptember 30, 2019.

 

12

 

There were no troubled debt restructurings for which there was a payment default within twelve months following the modification during the sixnine months ended JuneSeptember 30, 2020 and 2019, respectively.

 

At JuneSeptember 30, 2020 and December 31, 2019, nonaccrual loans totaled $2,280,000$2,445,000 and $2,050,000, respectively. Interest foregone on nonaccrual loans totaled $63,000$85,000 and $69,000$116,000 for the sixnine months ended JuneSeptember 30, 2020 and 2019, respectively. Interest foregone on nonaccrual loans totaled $30,000$22,000 and $43,000$47,000 for the three and ninemonths ended JuneSeptember 30, 2020 and 2019, respectively. There were no loans past due 90 days or more and on accrual status at JuneSeptember 30, 2020 and December 31, 2019.

 

Salaries and employee benefits totaling $1,200,000$1,788,000 and $1,205,000$1,716,000 have been deferred as loan origination costs during the sixnine months ended JuneSeptember 30, 2020 and 2019, respectively. Salaries and employee benefits totaling $704,000$588,000 and $607,000$511,000 have been deferred as loan origination costs during the three months ended JuneSeptember 30, 2020 and 2019, respectively.

 

The Company assigns a risk rating to all loans and periodically, but not less than annually, performs detailed reviews of all criticized and classified loans over $100,000 to identify credit risks and to assess the overall collectability of the portfolio. These risk ratings are also subject to examination by independent specialists engaged by the Company and the Company’s regulators. During these internal reviews, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which borrowers operate and the fair values of collateral securing these loans. These credit quality indicators are used to assign a risk rating to each individual loan.

 

The risk ratings can be grouped into three major categories, defined as follows:

 

Special Mention – Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

 

Substandard – A substandard loan is not adequately protected by the current sound worth and paying capacity of the borrower or the value of the collateral pledged, if any. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Well defined weaknesses include a project's lack of marketability, inadequate cash flow or collateral support, failure to complete construction on time or the project's failure to fulfill economic expectations. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

 

Doubtful – Loans classified doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.

 

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass-rated loans.

 

13

 

The following table shows the loan portfolio allocated by management's internal risk ratings at the dates indicated, in thousands:

 

June 30, 2020

 

Commercial Credit Exposure

 

September 30, 2020

 

Commercial Credit Exposure

 
 

Credit Risk Profile by Internally Assigned Grade

  

Credit Risk Profile by Internally Assigned Grade

 

Grade:

 

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Total

  

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Total

 

Pass

 $162,298  $73,965  $13,029  $328,294  $23,546  $35,232  $636,364  $167,515  $73,852  $12,644  $332,249  $27,808  $34,378  $648,446 

Special Mention

 277  2,155  -  4,123  -  -  6,555  252  357  0  653  0  0  1,262 

Substandard

 3  -  265  920  80  450  1,718  3  0  204  866  78  516  1,667 

Doubtful

  -   -   -   -   -   -   -   0   0   0   0   0   0   0 

Total

 $162,578  $76,120  $13,294  $333,337  $23,626  $35,682  $644,637  $167,770  $74,209  $12,848  $333,768  $27,886  $34,894  $651,375 

 



 

December 31, 2019

 

Commercial Credit Exposure

  

Commercial Credit Exposure

 
 

Credit Risk Profile by Internally Assigned Grade

  

Credit Risk Profile by Internally Assigned Grade

 

Grade:

 

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Total

  

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Total

 

Pass

 $47,334  $76,620  $14,253  $309,785  $31,097  $34,855  $513,944  $47,334  $76,620  $14,253  $309,785  $31,097  $34,855  $513,944 

Special Mention

 478  2,165  -  4,954  -  -  7,597  478  2,165  0  4,954  0  0  7,597 

Substandard

 80  -  277  2,247  84  616  3,304  80  0  277  2,247  84  616  3,304 

Doubtful

  -   -   -   -   -   -   -   0   0   0   0   0   0   0 

Total

 $47,892  $78,785  $14,530  $316,986  $31,181  $35,471  $524,845  $47,892  $78,785  $14,530  $316,986  $31,181  $35,471  $524,845 

 



 

 

Consumer Credit Exposure

 

Consumer Credit Exposure

  

Consumer Credit Exposure

 

Consumer Credit Exposure

 
 

Credit Risk Profile Based on Payment Activity

 

Credit Risk Profile Based on Payment Activity

  

Credit Risk Profile Based on Payment Activity

 

Credit Risk Profile Based on Payment Activity

 
 

June 30, 2020

  

December 31, 2019

  

September 30, 2020

  

December 31, 2019

 
 

Auto

  

Other

  

Total

  

Auto

  

Other

  

Total

  

Auto

  

Other

  

Total

  

Auto

  

Other

  

Total

 

Grade:

                          

Performing

 $92,005  $4,547  $96,552  $90,128  $4,559  $94,687  $91,507  $4,225  $95,732  $90,128  $4,559  $94,687 

Non-performing

  533   29   562   182   4   186   741   37   778   182   4   186 

Total

 $92,538  $4,576  $97,114  $90,310  $4,563  $94,873  $92,248  $4,262  $96,510  $90,310  $4,563  $94,873 

 

14

 

The following tables show the allocation of the allowance for loan losses at the dates indicated, in thousands:

 

Six Months Ended June 30, 2020:

 

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Auto

  

Other

  

Total

 

Nine Months Ended September 30, 2020:

 

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Auto

  

Other

  

Total

 

Allowance for Loan Losses

                                      

Beginning balance

 $617  $653  $163  $3,426  $481  $393  $1,409  $101  $7,243  $617  $653  $163  $3,426  $481  $393  $1,409  $101  $7,243 

Charge-offs

 (131) -  -  -  -  -  (363) (41) (535) (131) 0  0  0  0  0  (457) (80) (668)

Recoveries

 7  -  2  3  -  2  107  6  127  21  0  3  6  0  3  185  7  225 

Provision

  295   38   8   976   (5)  79   559   50   2,000   450   93   8   1,345   87   94   642   81   2,800 

Ending balance

 $788  $691  $173  $4,405  $476  $474  $1,712  $116  $8,835  $957  $746  $174  $4,777  $568  $490  $1,779  $109  $9,600 
Three Months Ended June 30, 2020:                   

Three Months Ended September 30, 2020:

                           

Beginning balance

 $714  $622  $171  $3,830  $397  $422  $1,541  $107  $7,804  $788  $691  $173  $4,405  $476  $474  $1,712  $116  $8,835 

Charge-offs

 -  -  -  -  -  -  (229) (38) (267) 0  0  0  0  0  0  (94) (39) (133)

Recoveries

 5  -  1  2  -  1  37  2  48  14  0  1  3  0  1  78  1  98 

Provision

  69   69   1   573   79   51   363   45   1,250   155   55   0   369   92   15   83   31   800 

Ending balance

 $788  $691  $173  $4,405  $476  $474  $1,712  $116  $8,835  $957  $746  $174  $4,777  $568  $490  $1,779  $109  $9,600 

Six Months Ended June 30, 2019:

                           

Nine Months Ended September 30, 2019:

                           

Allowance for Loan Losses

                                      
Beginning balance $914 $538 $214 $2,686 $758 $464 $1,289 $95 $6,958  $914  $538  $214  $2,686  $758  $464  $1,289  $95  $6,958 
Charge-offs (137) - - - - (5) (484) (31) (657) (186) 0  0  0  0  (6) (624) (58) (874)
Recoveries 16 - 2 - - 2 135 2 157  21  0  2  2  0  4  207  6  242 
Provision  (72)  89  (39)  311  (161)  7  432  33  600   14   123   (42)  399   (118)  (29)  494   59   900 

Ending balance

 $721  $627  $177  $2,997  $597  $468  $1,372  $99  $7,058  $763  $661  $174  $3,087  $640  $433  $1,366  $102  $7,226 
Three Months Ended June 30, 2019:                   

Three Months Ended September 30, 2019:

                           

Allowance for Loan Losses

                                      
Beginning balance $796 $542 $195 $2,969 $641 $450 $1,384 $90 $7,067  $721  $627  $177  $2,997  $597  $468  $1,372  $99  $7,058 
Charge-offs (121) - - - - (5) (172) (8) (306) (49) 0  0  0  0  (1) (140) (27) (217)
Recoveries 7 - 1 - - 1 88 - 97  5  0  0  2  0  2  72  4  85 
Provision  39  85  (19)  28  (44)  22  72  17  200   86   34   (3)  88   43   (36)  62   26   300 

Ending balance

 $721  $627  $177  $2,997  $597  $468  $1,372  $99  $7,058  $763  $661  $174  $3,087  $640  $433  $1,366  $102  $7,226 

June 30, 2020:

                           

September 30, 2020:

                           
Allowance for Loan Losses                                      

Ending balance: individually evaluated for impairment

 $-  $-  $27  $121  $5  $-  $-  $-  $153  $0  $0  $26  $122  $5  $0  $0  $0  $153 

Ending balance: collectively evaluated for impairment

  788   691   146   4,284   471   474   1,712   116   8,682   957   746   148   4,655   563   490   1,779   109   9,447 
Ending balance $788 $691 $173 $4,405 $476 $474 $1,712 $116 $8,835  $957  $746  $174  $4,777  $568  $490  $1,779  $109  $9,600 

Loans

                                      

Ending balance: individually evaluated for impairment

 $-  $247  $655  $796  $108  $299  $-  $-  $2,105  $0  $245  $649  $786  $108  $295  $0  $0  $2,083 

Ending balance: collectively evaluated for impairment

  162,578   75,873   12,639   332,541   23,518   35,383   92,538   4,576   739,646   167,770   73,964   12,199   332,982   27,778   34,599   92,248   4,262   745,802 
Ending balance $162,578 $76,120 $13,294 $333,337 $23,626 $35,682 $92,538 $4,576 $741,751  $167,770  $74,209  $12,848  $333,768  $27,886  $34,894  $92,248  $4,262  $747,885 

 

15

 
 

December 31, 2019:

 

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Auto

  

Other

  

Total

 

Allowance for Loan Losses

                                    

Ending balance: individually evaluated for impairment

 $0  $0  $28  $121  $5  $0  $0  $0  $154 

Ending balance: collectively evaluated for impairment

  617   653   135   3,305   476   393   1,409   101   7,089 

Ending Balance

 $617  $653  $163  $3,426  $481  $393  $1,409  $101  $7,243 

Loans

                                    

Ending balance: individually evaluated for impairment

 $25  $248  $612  $815  $110  $434  $0  $0  $2,244 

Ending balance: collectively evaluated for impairment

  47,867   78,537   13,918   316,171   31,071   35,037   90,310   4,563   617,474 

Ending balance

 $47,892  $78,785  $14,530  $316,986  $31,181  $35,471  $90,310  $4,563  $619,718 

 

December 31, 2019:

 

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Auto

  

Other

  

Total

 

Allowance for Loan Losses

                                    

Ending balance: individually evaluated for impairment

 $-  $-  $28  $121  $5  $-  $-  $-  $154 

Ending balance: collectively evaluated for impairment

  617   653   135   3,305   476   393   1,409   101   7,089 

Ending Balance

 $617  $653  $163  $3,426  $481  $393  $1,409  $101  $7,243 

Loans

                                    

Ending balance: individually evaluated for impairment

 $25  $248  $612  $815  $110  $434  $-  $-  $2,244 

Ending balance: collectively evaluated for impairment

  47,867   78,537   13,918   316,171   31,071   35,037   90,310   4,563   617,474 

Ending balance

 $47,892  $78,785  $14,530  $316,986  $31,181  $35,471  $90,310  $4,563  $619,718 

16

 

The following table shows an aging analysis of the loan portfolio by the time past due, in thousands:

 

       

Total

            

Total

     

June 30, 2020

   

90 Days

   

Past Due

     

September 30, 2020

   

90 Days

   

Past Due

     
 

30-89 Days

 

and Still

   

and

      

30-89 Days

 

and Still

   

and

     
 

Past Due

  

Accruing

  

Nonaccrual

  

Nonaccrual

  

Current

  

Total

  

Past Due

  

Accruing

  

Nonaccrual

  

Nonaccrual

  

Current

  

Total

 
  

Commercial

 $313  $-  $3  $316  $162,262  $162,578  $149  $0  $3  $152  $167,618  $167,770 

Agricultural

 75  -  -  75  76,045  76,120  250  0  0  250  73,959  74,209 

Real estate – residential

 6  -  265  271  13,023  13,294  70  0  204  274  12,574  12,848 

Real estate – commercial

 1,230  -  920  2,150  331,187  333,337  42  0  866  908  332,860  333,768 

Real estate - construction & land

 -  -  80  80  23,546  23,626  0  0  78  78  27,808  27,886 

Equity Lines of Credit

 575  -  450  1,025  34,657  35,682  82  0  516  598  34,296  34,894 

Auto

 765  -  533  1,298  91,240  92,538  685  0  741  1,426  90,822  92,248 

Other

  64   -   29   93   4,483   4,576   84   0   37   121   4,141   4,262 

Total

 $3,028  $-  $2,280  $5,308  $736,443  $741,751  $1,362  $0  $2,445  $3,807  $744,078  $747,885 

 

       

Total

            

Total

     

December 31, 2019

   

90 Days

   

Past Due

        

90 Days

   

Past Due

     
 30-89 Days and Still   and      30-89 Days and Still   and     
 

Past Due

  

Accruing

  

Nonaccrual

  

Nonaccrual

  

Current

  

Total

  

Past Due

  

Accruing

  

Nonaccrual

  

Nonaccrual

  

Current

  

Total

 
  

Commercial

 $333  $-  $58  $391  $47,501  $47,892  $333  $0  $58  $391  $47,501  $47,892 

Agricultural

 199  -  -  199  78,586  78,785  199  0  0  199  78,586  78,785 

Real estate – residential

 -  -  277  277  14,253  14,530  0  0  277  277  14,253  14,530 

Real estate - commercial

 1,467  -  830  2,297  314,689  316,986  1,467  0  830  2,297  314,689  316,986 

Real estate - construction & land

 -  -  83  83  31,098  31,181  0  0  83  83  31,098  31,181 

Equity Lines of Credit

 288  -  616  904  34,567  35,471  288  0  616  904  34,567  35,471 

Auto

 1,281  -  182  1,463  88,847  90,310  1,281  0  182  1,463  88,847  90,310 

Other

  87   -   4   91   4,472   4,563   87   0   4   91   4,472   4,563 

Total

 $3,655  $-  $2,050  $5,705  $614,013  $619,718  $3,655  $0  $2,050  $5,705  $614,013  $619,718 

 

17

 

The following tables show information related to impaired loans at JuneSeptember 30, 2020, in thousands:

 

   

Unpaid

   

Average

 

Interest

    

Unpaid

   

Average

 

Interest

 
 

Recorded

 

Principal

 

Related

 

Recorded

 

Income

  

Recorded

 

Principal

 

Related

 

Recorded

 

Income

 

As of June 30, 2020:

 

Investment

  

Balance

  

Allowance

  

Investment

  

Recognized

 

As of September 30, 2020:

 

Investment

  

Balance

  

Allowance

  

Investment

  

Recognized

 
  

With no related allowance recorded:

                      

Commercial

 $-  $-  $-  $-  $-  $0  $0  $-  $0  $0 

Agricultural

 247  247  -  248  10  245  245  -  247  14 

Real estate – residential

 479  500  -  628  14  474  500  -  477  21 

Real estate – commercial

 544  608  -  512  -  534  604  -  549  0 

Real estate – construction & land

 -  -  -  -  -  0  0  -  0  0 

Equity Lines of Credit

 299  322  -  215  -  295  321  -  301  0 

Auto

 -  -  -  -  -  0  0  -  0  0 

Other

 -  -  -  -  -  0  0  -  0  0 

With an allowance recorded:

                      

Commercial

 $-  $-  $-  $-  $-  $0  $0  $0  $0  $0 

Agricultural

 -  -  -  -  -  0  0  0  0  0 

Real estate – residential

 176  176  27  176  4  175  175  26  176  5 

Real estate – commercial

 252  268  121  252  -  252  271  122  252  0 

Real estate – construction & land

 108  108  5  109  3  108  108  5  109  5 

Equity Lines of Credit

 -  -  -  -  -  0  0  0  0  0 

Auto

 -  -  -  -  -  0  0  0  0  0 

Other

 -  -  -  -  -  0  0  0  0  0 

Total:

                      

Commercial

 $-  $-  $-  $-  $-  $0  $0  $0  $0  $0 

Agricultural

 247  247  -  248  10  245  245  0  247  14 

Real estate – residential

 655  676  27  804  18  649  675  26  653  26 

Real estate – commercial

 796  876  121  764  0  786  875  122  801  0 

Real estate – construction & land

 108  108  5  109  3  108  108  5  109  5 

Equity Lines of Credit

 299  322  -  215  -  295  321  0  301  0 

Auto

 -  -  -  -  -  0  0  0  0  0 

Other

  -   -   -   -   -   0   0   0   0   0 

Total

 $2,105  $2,229  $153  $2,140  $31  $2,083  $2,224  $153  $2,111  $45 

 

18

 

The following tables show information related to impaired loans at December 31, 2019, in thousands:

 

   

Unpaid

   

Average

 

Interest

    

Unpaid

   

Average

 

Interest

 
 

Recorded

 

Principal

 

Related

 

Recorded

 

Income

  

Recorded

 

Principal

 

Related

 

Recorded

 

Income

 

As of December 31, 2019:

 

Investment

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Investment

  

Balance

  

Allowance

  

Investment

  

Recognized

 
  

With no related allowance recorded:

                      

Commercial

 $25  $85  $-  $23  $-  $25  $85  $-  $23  $0 

Agricultural

 248  248  -  249  19  248  248  -  249  19 

Real estate – residential

 435  447  -  385  29  435  447  -  385  29 

Real estate – commercial

 563  614  -  476  -  563  614  -  476  0 

Real estate – construction & land

 -  -  -  -  -  0  0  -  0  0 

Equity Lines of Credit

 434  457  -  213  -  434  457  -  213  0 

Auto

 -  -  -  -  -  0  0  -  0  0 

Other

 -  -  -  -  -  0  0  -  0  0 

With an allowance recorded:

                      

Commercial

 $-  $-  $-  $-  $-  $0  $0  $0  $0  $0 

Agricultural

 -  -  -  -  -  0  0  0  0  0 

Real estate – residential

 177  177  28  178  7  177  177  28  178  7 

Real estate – commercial

 252  261  121  139  -  252  261  121  139  0 

Real estate – construction & land

 110  110  5  114  7  110  110  5  114  7 

Equity Lines of Credit

 -  -  -  -  -  0  0  0  0  0 

Auto

 -  -  -  -  -  0  0  0  0  0 

Other

 -  -  -  -  -  0  0  0  0  0 

Total:

                      

Commercial

 $25  $85  $-  $23  $-  $25  $85  $0  $23  $0 

Agricultural

 248  248  -  249  19  248  248  0  249  19 

Real estate – residential

 612  624  28  563  36  612  624  28  563  36 

Real estate – commercial

 815  875  121  615  -  815  875  121  615  0 

Real estate – construction & land

 110  110  5  114  7  110  110  5  114  7 

Equity Lines of Credit

 434  457  -  213  -  434  457  0  213  0 

Auto

 -  -  -  -  -  0  0  0  0  0 

Other

  -   -   -   -   -   0   0   0   0   0 

Total

 $2,244  $2,399  $154  $1,777  $62  $2,244  $2,399  $154  $1,777  $62 

 

 

 

5. COMMITMENTS AND CONTINGENCIES

 

The Company is party to claims and legal proceedings arising in the ordinary course of business. In the opinion of the Company’s management, the amount of ultimate liability with respect to such proceedings will not have a material adverse effect on the financial condition or result of operations of the Company taken as a whole.

 

In the normal course of business, there are various outstanding commitments to extend credit, which are not reflected in the financial statements, including loan commitments of $117.3$147.3 million and $111.4 million and stand-by letters of credit of $226$631 thousand and $126 thousand at JuneSeptember 30, 2020 and December 31, 2019, respectively.

 

Of the loan commitments outstanding at JuneSeptember 30, 2020, $16.4$43.6 million are real estate construction loan commitments that are expected to fund within the next twelve months. The remaining commitments primarily relate to revolving lines of credit or other commercial loans, and many of these are expected to expire without being drawn upon. Therefore, the total commitments do not necessarily represent future cash requirements. Each loan commitment and the amount and type of collateral obtained, if any, are evaluated on an individual basis. Collateral held varies, but may include real property, bank deposits, debt or equity securities or business assets.

 

Stand-by letters of credit are conditional commitments written to guarantee the performance of a customer to a third party. These guarantees are primarily related to the purchases of inventory by commercial customers and are typically short-term in nature. Credit risk is similar to that involved in extending loan commitments to customers and accordingly, evaluation and collateral requirements similar to those for loan commitments are used. The deferred liability related to the Company’s stand-by letters of credit was not significant at JuneSeptember 30, 2020 or December 31, 2019.

 

19

 

 

6. EARNINGS PER SHARE

 

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, result in the issuance of common stock which shares in the earnings of the Company. The treasury stock method has been applied to determine the dilutive effect of stock options in computing diluted earnings per share.

 

 

For the Three Months Ended

 

For the Six Months Ended

  

For the Three Months Ended

 

For the Nine Months Ended

 
 

June 30,

  

June 30,

  

September 30,

  

September 30,

 

(In thousands, except per share data)

 

2020

  

2019

  

2020

  

2019

  

2020

  

2019

  

2020

  

2019

 

Net Income:

                        

Net income

 $3,185  $3,810  $6,501  $7,628  $3,692  $4,002  $10,193  $11,630 

Earnings Per Share:

                        

Basic earnings per share

 $0.62  $0.74  $1.26  $1.48  $0.71  $0.78  $1.97  $2.26 

Diluted earnings per share

 $0.61  $0.73  $1.24  $1.46  $0.71  $0.77  $1.95  $2.22 

Weighted Average Number of Shares Outstanding:

                        

Basic shares

 5,178  5,155  5,175  5,149  5,179  5,160  5,176  5,153 

Diluted shares

 5,229  5,228  5,229  5,227  5,230  5,227  5,229  5,227 

 

Shares of common stock issuable under stock options for which the exercise prices were greater than the average market prices were not included in the computation of diluted earnings per share due to their antidilutive effect.  Stock options not included in the computation of diluted earnings per share, due to shares not being in-the-money and having an antidilutive effect, were approximately 202,000201,000 and 71,000 for the three- and sixnine-month periods ended JuneSeptember 30, 2020 and 2019, respectively.

 

 

7. STOCK-BASED COMPENSATION

 

In May 2013, the Company established the 2013 Stock Option Plan for which 394,335391,835 shares of common stock are reserved and 107,900109,100 shares are available for future grants as of JuneSeptember 30, 2020. The 2013 Plan requires that the option price may not be less than the fair market value of the stock at the date the option is granted, and that the stock must be paid in full at the time the option is exercised. Payment in full for the option price must be made in cash, with Company common stock previously acquired by the optionee and held by the optionee for a period of at least nine months, in options of the Optionee that are fully vested and exercisable or in any combination of the foregoing. The options expire on dates determined by the Board of Directors, but not later than ten years from the date of grant.

 

During the sixnine months ended JuneSeptember 30, 2020 the Company granted options to purchase 5,000 shares of common stock.  NaN options were granted during the sixnine months ended JuneSeptember 30, 2019.

 

The fair value of each option was estimated on the date of grant using the following assumptions. 

 

 

2020

  

2020

 

Expected life of stock options (in years)

 5.1  5.1 

Risk free interest rate

 1.68% 1.68%

Daily Volatility

 26.0% 26.0%

Dividend yields

 1.29% 1.29%

Weighted-average fair value of options granted during the six months ended June 30, 2020

 $5.92 

Weighted-average fair value of options granted during the nine months ended September 30, 2020

 $5.92 

 

The Company determines the fair value of options on the date of grant using a Black-Scholes-Merton option pricing model that uses assumptions based on expected option life, expected stock volatility and the risk-free interest rate. The expected volatility assumptions used by the Company are based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected life of the Company’s stock options. The Company bases its expected life assumption on its historical experience and on the terms and conditions of the stock options it grants to employees. The risk-free rate is based on the U.S. Treasury yield curve for the periods within the contractual life of the options in effect at the time of the grant.

 

A summary of the activity within the 2013 Plan follows: 

 

Shares

  

Weighted Average Exercise Price

  

Weighted Average Remaining Contractual Term in Years

  

Intrinsic Value

  

Shares

  

Weighted Average Exercise Price

  

Weighted Average Remaining Contractual Term in Years

  

Intrinsic Value

 

Options outstanding at January 1, 2020

 302,385  $17.73       302,385  $17.73      

Options granted

 5,000   26.42       5,000   26.42      
Options cancelled (6,400) 24.40      (7,600) 24.40     

Options exercised

  (14,550) 7.04        (17,050) 7.29      

Options outstanding at June 30, 2020

  286,435  $18.28  5.7  $1,270,000 

Options exercisable at June 30, 2020

 117,485  $12.70  3.9  $1,181,000 

Expected to vest after June 30, 2020

 150,788  $22.15  7.0  $79,000 

Options outstanding at September 30, 2020

  282,735  $18.34  5.5  $947,347 

Options exercisable at September 30, 2020

 114,185  $12.71  3.6  $947,347 

Expected to vest after September 30, 2020

 150,431  $22.15  6.8  $0 

 

As of JuneSeptember 30, 2020, there was $682,000$616,000 of total unrecognized compensation cost related to non-vested, share-based compensation. That cost is expected to be recognized over a weighted average period of 3.02.8 years.

 

The total fair value of options vested during the sixnine months ended JuneSeptember 30, 2020 and 2019 was $186,000 and $197,000, respectively. The total intrinsic value of options at time of exercise was $257,000$285,000 and $311,000 for the sixnine months ended JuneSeptember 30, 2020 and 2019, respectively.

 

Compensation cost related to stock options recognized in operating results under the stock option plans was $133,000$195,000 and $100,000$150,000 for the sixnine months ended JuneSeptember 30, 2020 and 2019, respectively. The associated income tax benefit recognized was $10 thousand$14,000 for the sixnine months ended JuneSeptember 30, 2020and $7,000$10,000 for the sixnine months ended Junenine months ended September 30, 2019. 2019. Compensation cost related to stock options recognized in operating results under the stock option plansplan was $55,000$62,000 and $50,000 for the three months ended JuneSeptember 30, 2020 and 2019, respectively. The associated income tax benefit recognized was $4,000 for the three months ended JuneSeptember 30, 2020 and $3,000 for the Junethree months ended September 30, 2019.2019.

 

Cash received from option exercises under the plansplan for the sixnine months ended JuneSeptember 30, 2020 and 2019 were $57,000$79,000 and $103,000, respectively. The tax benefit realized for the tax deductions from option exercise totaled $10,000 and $24,000 for the sixnine months ended JuneSeptember 30, 2020 and 2019, respectively. 

 

20

 

 

8. INCOME TAXES

 

The Company files its income taxes on a consolidated basis with its subsidiary. Income tax expense is the total of current year income tax due or refundable and the change in deferred tax assets and liabilities.

 

Deferred tax assets and liabilities are recognized for the tax consequences of temporary differences between the reported amount of assets and liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A valuation allowance is recognized if, based on the weight of available evidence management believes it is more likely than not that some portion or all of the deferred tax assets will not be realized. On the consolidated balance sheet, net deferred tax assets are included in accrued interest receivable and other assets.

 

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.  Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 

Interest expense and penalties associated with unrecognized tax benefits, if any, are classified as income tax expense in the consolidated statements of income. There have been no significant changes to unrecognized tax benefits or accrued interest and penalties for the sixnine months ended JuneSeptember 30, 2020.

  

 

9. FAIR VALUE MEASUREMENT

 

The Company measures fair value under the fair value hierarchy described below.

 

Level 1: Quoted prices for identical instruments traded in active exchange markets.

 

Level 2: Quoted prices (unadjusted) for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable or can be corroborated by observable market data.

 

 Level 3: Model based techniques that use one significant assumption not observable in the market. These unobservable assumptions reflect the Company’s estimates of assumptions that market participants would use on pricing the asset or liability. Valuation techniques include management judgment and estimation which may be significant.

 

In certain cases, the inputs used to measure fair value may fall into different levels 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.

 

Management monitors the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.

 

Management evaluates the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total assets, total liabilities or total earnings.

 

21

 

Fair Value of Financial Instruments

 

The carrying amounts and estimated fair values of financial instruments, at JuneSeptember 30, 2020 follows, in thousands:

  

   

Fair Value Measurements at June 30, 2020, Using:

    

Fair Value Measurements at September 30, 2020, Using:

 
 

Carrying Value

 

Level 1

 

Level 2

 

Level 3

 

Total Fair Value

  

Carrying Value

 

Level 1

 

Level 2

 

Level 3

 

Total Fair Value

 

Financial assets:

                      

Cash and cash equivalents

 $107,246  $107,246  $-  $-  $107,246  $175,531  $175,531  $-  $-  $175,531 

Investment securities

 153,713  -  153,713  -  153,713  158,002  -  158,002  -  158,002 
Loans, net 732,195 - - 763,314 763,314  737,650 - - 769,605 769,605 

FHLB stock

 3,667  -  -  -  N/A  3,667  -  -  -  N/A 

Accrued interest receivable

 4,247  5  555  3,687  4,247  5,421  8  564  4,849  5,421 

Financial liabilities:

                      
Deposits 903,992 867,130 38,462 - 905,592  977,529 938,651 40,459 - 979,110 
Interest rate swaps 97   97   97  43   43   43 

Repurchase agreements

 10,357  -  10,357  -  10,357  15,159  -  15,159  -  15,159 

FHLB advances

 10,000  -  9,978  -  9,978  10,000  -  9,992  -  9,992 
Junior subordinated deferrable interest debentures 10,310 - - 7,131 7,131  10,310 - - 7,249 7,249 

Accrued interest payable

 83  9  57  17  83  71  8  48  15  71 

 

The carrying amounts and estimated fair values of financial instruments, at December 31, 2019 follows, in thousands:

 

      

Fair Value Measurements at December 31, 2019 Using:

 
  

Carrying Value

  

Level 1

  

Level 2

  

Level 3

  

Total Fair Value

 

Financial assets:

                    

Cash and cash equivalents

 $46,942  $46,942  $-  $-  $46,942 

Investment securities

  159,320   -   159,320   -   159,320 

Loans, net

  616,036   -   -   626,795   626,795 

FHLB stock

  3,517   -   -   -   N/A 

Accrued interest receivable

  3,398   15   574   2,809   3,398 

Financial liabilities:

                    

Deposits

  747,324   709,130   38,202   -   747,332 

Repurchase agreements

  16,013   -   16,013   -   16,013 

Junior subordinated deferrable interest debentures

  10,310   -   -   7,661   7,661 

Accrued interest payable

  96   13   60   23   96 

 

Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on judgments regarding current economic conditions, risk characteristics of various financial instruments and other factors. Those estimates that are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision are included in Level 3. Changes in assumptions could significantly affect the fair values presented.

 

These estimates do not reflect any premium or discount that could result from offering the Company's entire holdings of a particular financial instrument for sale at one time, nor do they attempt to estimate the value of anticipated future business related to the instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of these estimates.

 

22

 

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring and non-recurring basis as of JuneSeptember 30, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:

 

Assets and liabilities measured at fair value on a recurring basis at JuneSeptember 30, 2020 are summarized below, in thousands:

 

   

Fair Value Measurements at

    

Fair Value Measurements at

 
   

June 30, 2020 Using

    

September 30, 2020 Using

 
   

Quoted

        

Quoted

     
   

Prices in

        

Prices in

     
   

Active

 

Significant

      

Active

 

Significant

   
   

Markets for

 

Other

 

Significant

    

Markets for

 

Other

 

Significant

 
   

Identical

 

Observable

 

Unobservable

    

Identical

 

Observable

 

Unobservable

 
   

Assets

 

Inputs

 

Inputs

    

Assets

 

Inputs

 

Inputs

 
 

Total Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

  

Total Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

 

Assets:

  

U.S. Government-sponsored agencies collateralized by mortgage obligations- residential

 $116,749  $-  $116,749  $-  $110,009  $0  $110,009  $0 
U.S. Government-agencies collateralized by mortgage obligations-commercial 5,416 0 5,416 0 

Obligations of states and political subdivisions

  36,964       36,964       42,577       42,577     
 $153,713  $-  $153,713  $-  $158,002  $0  $158,002  $0 
Liabilities:  
Interest rate swaps $97  $-  $97  $-  $43  $0  $43  $0 

 

 Assets and liabilities measured at fair value on a recurring basis at December 31, 2019 are summarized below, in thousands:

 

   

Fair Value Measurements at

    

Fair Value Measurements at

 
    

December 31, 2019 Using

     

December 31, 2019 Using

 
   

Quoted

        

Quoted

     
   

Prices in

        

Prices in

     
   

Active

 

Significant

      

Active

 

Significant

   
   

Markets for

 

Other

 

Significant

    

Markets for

 

Other

 

Significant

 
   

Identical

 

Observable

 

Unobservable

    

Identical

 

Observable

 

Unobservable

 
   

Assets

 

Inputs

 

Inputs

    

Assets

 

Inputs

 

Inputs

 
 

Total Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

  

Total Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

 

Assets:

                  

U.S. Government-sponsored agencies collateralized by mortgage obligations- residential

 $125,678  $-  $125,678  $-  $125,678  $0  $125,678  $0 

Obligations of states and political subdivisions

  33,642       33,642       33,642       33,642     
 $159,320  $-  $159,320  $-  $159,320  $0  $159,320  $0 

  

The fair value of securities available-for-sale equals quoted market price, if available. If quoted market prices are not available, fair value is determined using quoted market prices for similar securities or matrix pricing. The fair value of the interest rate swap agreements was derived from discounted cash flow analysis based on the terms of the contract and the forward interest rate curve adjusted for our credit risk. There were no changes in the valuation techniques used during 2020 or 2019. Transfers between hierarchy measurement levels are recognized by the Company as of the beginning of the reporting period. Changes in fair market value are recorded in other comprehensive income.

 

23

 

Assets and liabilities measured at fair value on a non-recurring basis at JuneSeptember 30, 2020 are summarized below, in thousands:

  

   

Fair Value Measurements at

    

Fair Value Measurements at

 
    

June 30, 2020 Using

     

September 30, 2020 Using

 
   

Quoted

          

Quoted

       
   

Prices in

     

Total

    

Prices in

     

Total

 
   

Active

 

Significant

   

Losses

    

Active

 

Significant

   

Losses

 
   

Markets for

 

Other

 

Significant

 

Six Months

    

Markets for

 

Other

 

Significant

 

Nine Months

 
   

Identical

 

Observable

 

Unobservable

 

Ended

    

Identical

 

Observable

 

Unobservable

 

Ended

 
   

Assets

 

Inputs

 

Inputs

 

June 30,

    

Assets

 

Inputs

 

Inputs

 

September 30,

 
 

Total Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

  

2020

  

Total Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

  

2020

 
Assets:                      

Impaired loans:

                      

Real estate – commercial

 $130  $-  $-  $130  $-  $130  $0  $0  $130  $- 
Other real estate:                      

Real estate – commercial

 347  -  -  347  -  347  0  0  347  0 

Construction and land

  360   -   -   360   - 
Real estate – residential 56 0 0 56 0 

Real estate - construction and land

  360   0   0   360   0 

Total other real estate

  707   -   -   707   -   763   0   0   763   0 

Total

 $837  $-  $-  $837  $-  $893  $0  $0  $893  $0 

 

Assets and liabilities measured at fair value on a non-recurring basis at December 31, 2019 are summarized below, in thousands:

 

   

Fair Value Measurements at

    

Fair Value Measurements at

 
    

December 31, 2019 Using

     

December 31, 2019 Using

 
   

Quoted

          

Quoted

       
   

Prices in

     

Total

    

Prices in

     

Total

 
   

Active

 

Significant

   

Losses

    

Active

 

Significant

   

Losses

 
   

Markets for

 

Other

 

Significant

 

Six Months

    

Markets for

 

Other

 

Significant

 

Nine Months

 
   

Identical

 

Observable

 

Unobservable

 

Ended

    

Identical

 

Observable

 

Unobservable

 

Ended

 
   

Assets

 

Inputs

 

Inputs

 

June 30,

    

Assets

 

Inputs

 

Inputs

 

September 30,

 
 

Total Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

  

2019

  

Total Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

  

2019

 

Assets:

                      

Impaired loans:

                      

Real estate – commercial

 $130  $-  $-  $130  $63  $130  $0  $0  $130  $118 

Other real estate:

                      

Real estate – commercial

 347  -  -  347  -  347  0  0  347  0 

Construction and land

  360   -   -   360   - 

Real estate - construction and land

  360   0   0   360   0 

Total other real estate

  707   -   -   707   -   707   0   0   707   0 

Total

 $837  $-  $-  $837  $63  $837  $0  $0  $837  $118 

 

The Company has no liabilities which are reported at fair value.

 

The following methods were used to estimate fair value.

 

Collateral-Dependent Impaired Loans: The Bank does not record loans at fair value on a recurring basis. However, from time to time, fair value adjustments are recorded on these loans to reflect partial write-downs, through charge-offs or specific reserve allowances, that are based on fair value estimates of the underlying collateral. The fair value estimates for collateral-dependent impaired loans are generally based on recent real estate appraisals or broker opinions, obtained from independent third parties, which are frequently adjusted by management to reflect current conditions and estimated selling costs (Level 3).  Net losses of $0 and $63,000$118,000 represent impairment charges recognized during the sixnine months ended JuneSeptember 30, 2020 and 2019, respectively, related to the above impaired loans. 

 

Other Real Estate: Nonrecurring adjustments to certain real estate properties classified as other real estate owned are measured at the lower of carrying amount or fair value, less costs to sell. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized. Fair values are generally based on third party appraisals of the property which are commonly adjusted by management to reflect current conditions and selling costs (Level 3).

 

24

 

Appraisals for both collateral-dependent impaired loans and other real estate are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Loan Administration Department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. On a quarterly basis, the Company compares the actual selling price of similar collateral that has been liquidated to the most recent appraised value for unsold properties to determine what additional adjustment, if any, should be made to the appraisal value to arrive at fair value. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available.

 

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at JuneSeptember 30, 2020 and December 31, 2019 (dollars in thousands): 

 

         

Range

 

Range

         

Range

 

Range

 

Fair Value

 

Fair Value

 

Valuation

   

(Weighted Average)

 

(Weighted Average)

 

Fair Value

 

Fair Value

 

Valuation

   

(Weighted Average)

 

(Weighted Average)

Description

 

6/30/2020

 

12/31/2019

 

Technique

 

Significant Unobservable Input

 

6/30/2020

 

12/31/2019

 

9/30/2020

 

12/31/2019

 

Technique

 

Significant Unobservable Input

 

9/30/2020

 

12/31/2019

Impaired Loans:

                            
                            

RE – Commercial

 $130 $130 

Third Party appraisals

 

Management Adjustments to Reflect Current Conditions and Selling Costs

 

10%

(10.0)%

 10%

(10.0)%

 $130 $130 

Third Party appraisals

 

Management Adjustments to Reflect Current Conditions and Selling Costs

 

10%

(10.0)%

 10%

(10.0)%

                            

Other Real Estate:

                            
                            

RE – Commercial

 $347 $347 

Third Party appraisals

 

Management Adjustments to Reflect Current Conditions and Selling Costs

 16% - 17%

(16.0)%

 16% - 17%

(16.0)%

 $347 $347 

Third Party appraisals

 

Management Adjustments to Reflect Current Conditions and Selling Costs

 16% - 17%

(16.0)%

 16% - 17%

(16.0)%

                            

Construction and Land

 $360 $360 

Third Party appraisals

 

Management Adjustments to Reflect Current Conditions and Selling Costs

 10%

(10.0)%

 10%

(10.0)%

RE – Residential $56 $- Third Party appraisals Management Adjustments to Reflect Current Conditions and Selling Costs 47.0%(47.0)% N/A 
              

RE -Construction and Land

 $360 $360 

Third Party appraisals

 

Management Adjustments to Reflect Current Conditions and Selling Costs

 10%

(10.0)%

 10%

(10.0)%

 

25

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Certain matters discussed in this Quarterly Report are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Such risks and uncertainties include, among others, (1) significant increases in competitive pressures in the financial services industry; (2) changes in the interest rate environment resulting in reduced margins; (3) general economic conditions, either nationally or regionally, maybe less favorable than expected, resulting in, among other things, a deterioration in credit quality; (4) changes in regulatory environment; (5) loss of key personnel; (6) fluctuations in the real estate market; (7) changes in business conditions and inflation; (8) operational risks including data processing systems failures or fraud; and (9) changes in securities markets. Therefore, the information set forth herein should be carefully considered when evaluating the business prospects of Plumas Bancorp (the “Company”).

 

When the Company uses in this Quarterly Report the words “anticipate”, “estimate”, “expect”, “project”, “intend”, “commit”, “believe” and similar expressions, the Company intends to identify forward-looking statements. Such statements are not guarantees of performance and are subject to certain risks, uncertainties and assumptions, including those described in this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected, projected, intended, committed or believed. The future results and stockholder values of the Company may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond the Company’s ability to control or predict. For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

INTRODUCTION

 

The following discussion and analysis sets forth certain statistical information relating to the Company as of JuneSeptember 30, 2020 and December 31, 2019 and for the three- and six-monthnine-month periods ended JuneSeptember 30, 2020 and 2019. This discussion should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes thereto included in Plumas Bancorp’s Annual Report filed on Form 10-K for the year ended December 31, 2019.

 

Plumas Bancorp trades on The NASDAQ Capital Market under the ticker symbol “PLBC”.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES 

 

There have been no changes to the Company’s critical accounting policies from those disclosed in the Company’s 2019 Annual Report to Shareholders on Form 10-K.

 

This discussion should be read in conjunction with our unaudited condensed consolidated financial statements, including the notes thereto, appearing elsewhere in this report.

 

COVID-19

 

On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic, which continues to spread throughout the United States and around the world. The declaration of a global pandemic indicates that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The outbreak of COVID-19 could adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company. On March 3, 2020, the Federal Open Market Committee reduced the target federal funds rate by 50 basis points to 1.00% to 1.25%. This rate was further reduced to a target range of 0% to 0.25% on March 16, 2020. These reductions in interest rates and other effects of the COVID-19 outbreak may adversely affect the Company’s financial condition and results of operations. As a result of the spread of the COVID-19 coronavirus, economic uncertainties have arisen which are likely to negatively impact net interest income, the provision for loan losses and non-interest income. Other financial impact could occur though such potential impact is unknown at this time.

 

COVID-19 Loan Forbearance Programs

 

Section 4013 of the Coronavirus Aid, Relief and Economic Security Act (CARES Act) provides that a qualified loan modification is exempt by law from classification as a Troubled Debt Restructuring pursuant to U.S. Generally Accepted Accounting Principles (GAAP).  In addition, FIL -36-2020 issued by the FDIC on April 7, 2020 encourages financial institutions to work constructively with borrowers affected by COVID-19; states that the FDIC will not criticize institutions for prudent loan modifications; and views prudent loan modification programs to financial institution customers affected by COVID-19 as positive actions that can effectively manage or mitigate adverse impacts on borrowers due to COVID-19, and lead to improved loan performance and reduced credit risk.  Pursuant to this new guidance, we have instituted loan forbearance programs to assist borrowers with managing cash flows disrupted due to COVID-19.  As of JuneSeptember 30, 2020, there were 416251 loan forbearance agreements outstanding which allow for the deferral of up to 6 months in payments representing approximately $104.4$65.9 million in loan balances.  The following table presents loans under forbearance programs by loan type as of September 30, 2020 with the expected month that payments are to resume, dollars in thousands.

 

Month Payments Resume

Loan Type

October

 November 

 December 

Other

Total

Agricultural

$                -

$                      147

$                             47

$                        21

$                     215

Commercial

1,804

609

934

-

3,347

Real Estate - Residential

2,274

-

-

2,274

Real Estate - Commercial

38,097

3,091

622

9,780

51,590

Real Estate - Construction

2,420

-

-

2,420

Equity Lines of Credit

174

-

-

174

Automobile

3,167

1,144

313

1,192

5,816

Other

37

32

-

5

74

Total

$      47,973

$                   5,023

$                        1,916

$                 10,998

$                65,910

 

U.S. Small Business Administration Paycheck Protection Program

 

The CARES Act also provided for the Paycheck Protection Program (PPP) and we are actively participating in this program.  As of JuneSeptember 30, 2020 we funded 1,0891,218 PPP loans with a  remaining principal balance of over $116.2$119.1 million. Unearned fees associated with these loans total $4.0 million at September 30, 2020.

 

26

 

RESULTS OF OPERATIONS FOR THE sixnine MONTHS ENDED JuneSeptember 30, 2020

 

Net Income. The Company recorded net income of $6.5$10.2 million for the  sixnine months ended JuneSeptember 30, 2020 down $1.1$1.4 million from net income of $7.6$11.6 million for the sixnine months ended JuneSeptember 30, 2019.  The most significant change was an increase of $1.4$1.9 million in the provision for loan losses. Other components of the change in net income include increases of $171$188 thousand in non-interest income and $139$68 thousand in non-interest expense and declines of $176$209 thousand in net interest income and  $417$552 thousand in income tax expense. The annualized return on average assets was 1.41%1.40% for the sixnine months ended JuneSeptember 30, 2020 down from 1.85%1.84% for the sixnine months ended JuneSeptember 30, 2019. The annualized return on average equity decreased from 21.4%20.8% during the first sixnine months of 2019 to 14.6%14.9% during the current six-monthnine-month period.

 

The following is a detail discussion of each component of the change in net income.

 

Net interest income before provision for loan losses. Net interest income was $18.4$27.9 million for the  sixnine months ended JuneSeptember 30, 2020 a decrease of $176$209 thousand, or 1%, from $18.5$28.1 million for the same period in 2019. The decrease in net interest income includes a decrease of $404$598 thousand in interest income partially offset by a decrease in interest expense of $228$389 thousand. We attribute the decrease in interest income to a decline in market interest rates during the period.  The average prime rate for the 69 months ending JuneSeptember 30, 2019 was 5.50%5.43% while for the current period the average prime rate declined to 3.84%3.64%.  Net interest margin for the  sixnine months ended JuneSeptember 30, 2020 decreased by 5773 basis points from 4.84%4.80% during the sixnine months ended JuneSeptember 30, 2019 to 4.27%4.07% during the current period.
 
Interest and fees on loans increased by $207$425 thousand as an increase in average loan balances of $86$105 million was mostly offset by a decline of 7283 basis points in yield from 5.91%5.88% during  2019 to 5.19%5.05% during the current period. The reduction in loan yield includes the effect of a reduction in market rates, including a decline in the average prime rate of 1.66%1.79%.  In addition, loan yield was adversely affected by a 2.89%2.88% yield on PPP loans. 
 
Interest on investment securities decreased by $462$738 thousand related to a decrease in average balance from $172.9$172.7 million in 2019 to $156.8$156.3 million in 2020 and a decline in yield  from 2.66%2.60% during the sixnine months ended JuneSeptember 30, 2019 to 2.33%2.24% during the current period. Interest income on deposits, which primarily relate to balances held at the Federal Reserve Bank of San Francisco (FRB), declined by $149$285 thousand related to a decline in the average rate paid on balances held at the FRB. 
 
Interest expense on deposits decreased by $161$275 thousand to $458$648 thousand for the sixnine months ended JuneSeptember 30, 2020, down from $619$923 thousand during the same period in  2019.  The largest component of this decline was a $118$164 thousand decline in interest expense on time deposits mostly related to the maturity of  higher rate time deposits in our Carson City branch.  In total,Average time deposits at the Carson City Branch declined by $9.5$11 million from $11.8$13.4 million at Juneduring the nine months ended  September 30, 2019 to $2.3$2.4 million at Juneduring the nine months ended September 30, 2020. Related to a decline in market rates we also experienced declines in interest expense on other deposits categories the largest of which was $35$91 thousand in money market interest expense.
 
Interest expense on other interest-bearing liabilities decreased by $67$114 thousand from $282$417 thousand during the sixnine months ended JuneSeptember 30, 2019 to $215$303 thousand during the current period related to a decrease in rate paid on junior subordinated debentures.debentures form 5.26% during the nine months ended September 30, 2019 to 3.83% during the current nine month period  Interest on the debentures, which totaled $210$296 thousand during the nine months ended September 30, 2020 and $406 thousand during the nine months ended September 30 2019. During 2019 and for most of the the first half6 months of 2020 fluctuatesinterest on the debentures fluctuated with changes in the 3-month London Interbank Offered Rate (LIBOR) rate. However, on May 26, 2020 we entered into two separate interest rate swap agreements, effectively converting the $10 million in Subordinated Debentures to fixed obligations effective with the quarterly payments due in September, 2020.  The swaps have a 10 year maturity and fix the LIBOR rate on the Subordinated Debentures at approximately 75 basis points resulting in a weighted average rate of approximately 3.38%.
 
27

 

The following table presents for the six-monthnine-month periods indicated the distribution of consolidated average assets, liabilities and shareholders' equity. It also presents the amounts of interest income from interest earning assets and the resultant annualized yields expressed in both dollars and annualized yield percentages, as well as the amounts of interest expense on interest bearing liabilities and the resultant cost expressed in both dollars and annualized rate percentages. Average balances are based on daily averages. Nonaccrual loans are included in the calculation of average loans while nonaccrued interest thereon is excluded from the computation of yields earned:

 

 

For the Six Months Ended

 

For the Six Months Ended

  

For the Nine Months Ended

 

For the Nine Months Ended

 
 

June 30, 2020

  

June 30, 2019

  

September 30, 2020

  

September 30, 2019

 
 

Average

       

Average

       

Average

       

Average

      
 

Balance

 

Interest

 

Yield/

 

Balance

 

Interest

 

Yield/

  

Balance

 

Interest

 

Yield/

 

Balance

 

Interest

 

Yield/

 
 

(in thousands)

  

(in thousands)

  

Rate

  

(in thousands)

  

(in thousands)

  

Rate

  

(in thousands)

  

(in thousands)

  

Rate

  

(in thousands)

  

(in thousands)

  

Rate

 

Interest-earning assets:

                                    

Loans (1) (2) (3)

 $662,315  $17,101  5.19% $576,114  $16,894  5.91% $689,219  $26,080  5.05% $583,792  $25,655  5.88%

Investment securities (1)

 156,784  1,816  2.33% 172,858  2,278  2.66% 156,281  2,615  2.24% 172,671  3,353  2.60%

Interest-bearing deposits

  45,137   125  0.56%  23,167   274  2.39%  69,775   160  0.31%  26,223   445  2.27%

Total interest-earning assets

 864,236   19,042  4.43% 772,139   19,446  5.08% 915,275   28,855  4.21% 782,686   29,453  5.03%

Cash and due from banks

 22,105       21,541       22,611       21,848      

Other assets

  39,048        39,766        37,776        39,878      

Total assets

 $925,389       $833,446       $975,662       $844,412      
                          

Interest-bearing liabilities:

                                    

NOW deposits

 $110,107  48  0.09% $105,007  49  0.09% $114,192  69  0.08% $105,538  75  0.10%

Money market deposits

 96,680  160  0.33% 84,589  195  0.46% 100,586  213  0.28% 85,634  304  0.47%

Savings deposits

 196,257  140  0.14% 178,762  147  0.17% 204,686  209  0.14% 179,174  223  0.17%

Time deposits

  37,616   110  0.59%  54,100   228  0.85%  37,513   157  0.56%  51,633   321  0.83%

Total deposits

 440,660  458  0.21% 422,458  619  0.30% 456,977  648  0.19% 421,979  923  0.29%

Junior subordinated debentures

 10,310  210  4.10% 10,310  276  5.40% 10,310  296  3.83% 10,310  406  5.26%

Other interest-bearing liabilities

  10,772   5  0.09%  10,537   6  0.11%  10,925   7  0.09%  10,696   11  0.14%

Total interest-bearing liabilities

 461,742   673  0.29% 443,305   901  0.41% 478,212   951  0.27% 442,985   1,340  0.40%

Non-interest-bearing deposits

 362,888       311,282       392,812       319,957      

Other liabilities

 11,022       6,955       13,132       6,878      

Shareholders' equity

  89,737        71,904        91,506        74,592      

Total liabilities & equity

 $925,389       $833,446       $975,662       $844,412      

Cost of funding interest-earning assets (4)

      0.16%      0.24%      0.14%      0.23%

Net interest income and margin (5)

    $18,369  4.27%    $18,545  4.84%    $27,904  4.07%    $28,113  4.80%

 


(1)

Not computed on a tax-equivalent basis.

(2)

Average nonaccrual loan balances of $2.3 million for 2020 and $1.4$1.8 million for 2019 are included in average loan balances for computational purposes.

(3)

Net costsfees (costs) included in loan interest income for the six-monthnine-month periods ended JuneSeptember 30, 2020 and 2019 were $208,000$107,000 and $228,000,($491,000), respectively.

(4)

Total annualized interest expense divided by the average balance of total earning assets.

(5)

Annualized net interest income divided by the average balance of total earning assets.

 

28

 

The following table sets forth changes in interest income and interest expense for the six-monthnine-month periods indicated and the amount of change attributable to variances in volume, rates and the combination of volume and rates based on the relative changes of volume and rates:

 

 

2020 over 2019 change in net interest income

  

2020 over 2019 change in net interest income

 
 

for the six months ended June 30,

  

for the nine months ended September 30,

 
 

(in thousands)

  

(in thousands)

 
 

Volume (1)

  

Rate (2)

  

Mix (3)

  

Total

  

Volume (1)

  

Rate (2)

  

Mix (3)

  

Total

 
  

Interest-earning assets:

                        

Loans

 $2,535  $(2,066) $(262) $207  $4,633  $(3,564) $(644) $425 

Investment securities

 (212) (282) 32  (462) (318) (464) 44  (738)

Interest bearing deposits

  261   (211)  (199)  (149)  739   (385)  (639)  (285)

Total interest income

  2,584   (2,559)  (429)  (404)  5,054   (4,413)  (1,239)  (598)

Interest-bearing liabilities:

                        

NOW deposits

 2  (3) -  (1) 6  (11) (1) (6)

Money market deposits

 28  (55) (8) (35) 53  (123) (21) (91)

Savings deposits

 14  (19) (2) (7) 32  (40) (6) (14)

Time deposits

 (69) (70) 21  (118) (88) (105) 29  (164)

Junior subordinated debentures

 -  (66) -  (66) -  (110) -  (110)

Other

  -   (1)  -   (1)  -   (4)  -   (4)

Total interest expense

  (25)  (214)  11   (228)  3   (393)  1   (389)

Net interest income

 $2,609  $(2,345) $(440) $(176) $5,051  $(4,020) $(1,240) $(209)

 


 

(1)

The volume change in net interest income represents the change in average balance divided by the previous year’s rate.

 

(2)

The rate change in net interest income represents the change in rate divided by the previous year’s average balance.

 

(3)

The mix change in net interest income represents the change in average balance multiplied by the change in rate.

 

Provision for loan losses. During the sixnine months ended JuneSeptember 30, 2020 and 2019 we recorded a provision for loan losses of $2.0$2.8 million and $600$900 thousand, respectively. See “Analysis of Asset Quality and Allowance for Loan Losses” for a discussion of loan quality trends and the provision for loan losses.

 

Non-interest income. During the sixnine months ended JuneSeptember 30, 2020, non-interest income totaled $4.1million,$6.3 million, an increase of $171$188 thousand from the sixnine months ended JuneSeptember 30, 2019. This increase included a one-time gain totaling $218 thousand on sale of one of the Company’s administrative buildings.  A portion of this building was used as record storage for Plumas Bank while the rest of the building was available for rental to third parties.  Plumas Bank has entered into a five year lease at a cost of $1,600 per month on that portion of the property used for its record storage. GainsOther significant increases in non-interest income were $155 thousand in interchange fees and $157 thousand in gain on sale of SBA loans increased by $153 thousand to $628 thousand.loans. Gains on sale of loans during the 2019 period were adversely affected by the government shutdown beginning on December 22, 2018 and continuing until January 25, 2019. 

The largest declines in non-interest income were $106$236 thousand in service charges on deposit accounts, and $49$63 thousand in FHLBFederal Home Loan Bank of San Francisco (“FHLB”) dividends.  The largest component of the decline in service charges on deposit accounts was a decline in NSF fees. We attribute the decline in NSF fees primarily to a reductionmore cautious consumer, an increase in business activity in our service areasdeposits which includes the effect of  PPP lending and thea temporary wavier of NSF fees for those customers adversely affected by the pandemic. Beginning in the third quarter of 2020 we are no longer waiving NSF fees solely related to the pandemic. The reduction in FHLB dividends relates to a special dividend recorded during the first quarter of 2019.2019 and a reduction in the dividend rate paid by the FHLB.   

 

 

 

29

 

The following table describes the components of non-interest income for the six-monthnine-month periods ended JuneSeptember 30, 2020 and 2019, dollars in thousands: 

 

 

For the Six Months Ended

       

For the Nine Months Ended

      
 

June 30,

       

September 30,

      
 

2020

  

2019

  

Dollar Change

  

Percentage Change

  

2020

  

2019

  

Dollar Change

  

Percentage Change

 

Interchange income

 1,894  1,739  155  8.9%

Service charges on deposit accounts

 1,214  1,320  (106) -8.0% 1,760  1,996  (236) -11.8%

Interchange income

 1,094  1,097  (3) -0.3%

Gain on sale of loans, net

 628  475  153  32.2% 945  788  157  19.9%

Loan servicing fees

 399  377  22  5.8% 612  561  51  9.1%

Earnings on life insurance policies

 260  246  14  5.7%
Gain on sale of building 218 - 218 100.0% 218 - 218 100.0%

Earnings on life insurance policies

 175  164  11  6.7%
Gain on sale of investments - 20 (20) -100.0% - 20 (20) -100.0%

Other

  419   523   (104) -19.9%  620   771   (151) -19.6%

Total non-interest income

 $4,147  $3,976  $171  4.3% $6,309  $6,121  $188  3.1%

 

Non-interest expense. During the sixnine months ended JuneSeptember 30, 2020, total non-interest expense increased by $139$68 thousand or 1%, to $11.6$17.4 million, up from $11.4$17.3 million for the comparable period in 2019. The largest components of this increase were increases of $142$276 thousand in in outside service fees, $117 thousand in deposit insurance expense and $115 thousand in advertising. The largest components of the increase in outside service fees were costs associated with growth in our interchange income, an increase in costs related to the management of our computer network including the installation of a new advanced backup and recovery system and a $26 thousand employee recruitment fee.  During 2019, deposit insurance costs benefited from assessment credits we were able to apply to our deposit insurance billings. The increase in advertising expense was mostly related to a digital and traditional advertising campaign focused on the Northern Nevada marketplace. It is our belief that Northern Nevada represents a significant growth opportunity for Plumas Bank. 

The largest deceases in non-interest expense during the comparison period were declines of $172 thousand in salary and benefit expense, and $135$91 thousand in outside service fees. Salary expense increased by $363professional fees and $147 thousand largely related to an increase in average Full Time Equivalent staffing levels during the comparison periods and merit and promotional increases during the second quarter of 2019. In addition, commission expense related to SBA loan sales and originations increased by $68 thousand, payroll taxes increased by $46 thousand and we increased our accrued vacation liability by $30 thousand related to increased staffing levels. These increases and other smaller increases were partially offset by abusiness development expense. A decline in accrued bonus expense of $423$637 thousand from $641$974 thousand induring the first halfnine months of 2019 to $218$337 thousand in the current period.period was partially offset by increases in other items of  salary and benefit expense including $309 thousand in salary costs and $104 thousand in commissions paid on origination and sale of SBA loans.  Bonuses are based primarily on achieving targeted levels of net income. To date, in 2020, we have not met our income targets related to the decline in market interest rates and the impact of the higher loan loss provision related to the pandemic resulting in a reduction in the bonus accrual from 2019 levels where targets were met.

The largest components ofreduction in professional fees relates to a decline in consulting costs from $140 thousand during the increase in outside service fees werenine months ended September 30, 2019 to just $29 thousand during the current nine month period. Consulting costs associated with growth in our debit card transactions, an increase induring 2019 included costs related to CECL modeling, loan portfolio stress testing and regulatory compliance, during 2020 these tasks were, for the management of our computer network including the installation of a new advanced backup and recovery system and a $26 thousand employee recruitment fee. 

These increases were partially offset by reductions in other categories of expense the largest of which was $91 thousandmost part, performed in-house. The reduction in business development expense.  Business development expense which includes several expenses that were directly affected by the pandemic including, travel, training and entertainment. entertainment expenses was mostly related to the pandemic.

 

The following table describes the components of non-interest expense for the six-monthnine-month periods ended JuneSeptember 30, 2020 and 2019, dollars in thousands: 

 

 

For the Six Months Ended

       

For the Nine Months Ended

      
 

June 30,

       

September 30,

      
 

2020

  

2019

  

Dollar Change

  

Percentage Change

  

2020

  

2019

  

Dollar Change

  

Percentage Change

 

Salaries and employee benefits

 $6,446  $6,304  $142  2.3% $9,571  $9,743  $(172) -1.8%

Occupancy and equipment

 1,702  1,683  19  1.1% 2,542  2,482  60  2.4%

Outside service fees

 1,366  1,231  135  11.0% 2,153  1,877  276  14.7%

Professional fees

 454  545  (91) -16.7%

Telephone and data communication

 302  261  41  15.7% 452  400  52  13.0%

Professional fees

 287  344  (57) -16.6%

Advertising and shareholder relations

 249  206  43  20.9% 410  295  115  39.0%

Director compensation and expense

 218  204  14  6.9% 322  318  4  1.3%

Armored car and courier

 199  185  14  7.6% 315  302  13  4.3%

Business development

 152  243  (91) -37.4% 215  362  (147) -40.6%

Deposit insurance

 117  127  (10) -7.9% 182  65  117  180.0%

Loan collection expenses

 162  172  (10) -5.8%

Amortization of Core Deposit Intangible

 102  138  (36) -26.1% 153  206  (53) -25.7%

Loan collection expenses

 99  120  (21) -17.5%

Stationery and supplies

 59  57  2  3.5% 88  87  1  1.1%

Other

  268   324   (56) -17.3%  351   448   (97) -21.7%

Total non-interest expense

 $11,566  $11,427  $139  1.2% $17,370  $17,302  $68  0.4%

 

Provision for income taxes. The Company recorded an income tax provision of $2.4$3.9 million, or 27.4% of pre-tax income for the sixnine months ended JuneSeptember 30, 2020. This compares to an income tax provision of $2.9$4.4 million, or 27.3%27.5% of pre-tax income for the sixnine months ended JuneSeptember 30, 2019. The percentages for 2020 and 2019 differ from statutory rates as tax exempt items of income such as earnings on Bank owned life insurance and municipal loan and securities interest decrease taxable income. In addition, the 2020 and 2019 provision include income tax benefits related to the exercise of stock options of $10 thousand and $24 thousand, respectively. 

 

 

30

 

RESULTS OF OPERATIONS FOR THE three MONTHS ENDED JuneSeptember 30, 2020

 

Net Income. The Company recorded net income of $3.2$3.7 million for the three months ended JuneSeptember 30, 2020 down $625$310 thousand from net income of $3.8$4.0 million for the three months ended JuneSeptember 30, 2019.  Decreases of $314$71 thousand in non-interest expense and $211$136 thousand in income tax expense and an increase of $15 thousand in non-interest income were offset by reductions in net interest income of $11 thousand and non-interest income of $89$32 thousand and an increases in the provision for loan losses of $1,050$500 thousand. The annualized return on average assets was 1.31%1.37% for the three months ended JuneSeptember 30, 2020 down from 1.83% for the three months ended JuneSeptember 30, 2019. The annualized return on average equity decreased from 20.6%19.9% during the secondthird quarter of 2019 to 14.0%15.5% during the current quarter.

 

The following is a detail discussion of each component of the change in net income.

 

Net interest income before provision for loan losses. Net interest income was $9.1$9.5 million for the three months ended JuneSeptember 30, 2019, a decrease of $11$32 thousand from the same period in 2019.  Net interest margin for the three months ended September 30, 2020 decreased 99 basis points to 3.73%, down from 4.72% for the same period in 2019.

The decrease in net interest income includes a decrease of $177$194 thousand in interest income mostly offset by a decrease of $166$162 thousand in interest expense. Interest and fees on loans increased by $176$217 thousand as an increase in average loan balances of $120$144 million was mostly offset by a decline of 8799 basis points in yield from 5.75%5.80% during the secondthird quarter of 2019 to 4.88%4.81% during the current quarter. The reduction in loan yield includes the effect of a reduction in market rates, including a decline in the average prime rate of 2.25%2.05%.  In addition, loan yield was adversely affected by a 2.89%2.88% yield on PPP loans.

Interest on investment securities declined by $276 thousand related to a decline in average balance of $19$17 million and a decline in yield of 3843 basis points to 2.24%2.05%. Interest on cash balances declined by $77$135 thousand related to a decline in the rate paid on these balances from 2.35%2.10% during the secondthird quarter of 2019 to 0.13%0.12% during the current quarter.

 

Interest expense on deposits decreased by $123$114 thousand to $199$190 thousand for the three months ended JuneSeptember 30, 2020, down from $322$304 thousand during the 2019 quarter.  The largest componentcomponents of this decrease was a $61were $56 thousand decrease in interest expenseon money market accounts and $47 thousand in interest on time depositdeposits. Related to a decline in market rates and a significant reduction in rates paid on money market accounts at our Carson City branch,  the average rate paid on money market accounts decreased from $113 thousand0.50% during the secondthird quarter of 2019 to $52 thousand0.20%. during the current quarter.three months ended September 30, 2020.  During the comparison periods average time deposits declined by $15$9.5 million and the average rate paid on time deposits declined by 30 basis points.  We attribute much of decline in interest on time deposits to the the maturity of higher rate time deposits at our Carson City, Nevada branch.  Related to a decline in market rates, other categories of interest-bearing deposits declined by $62 thousand the largest element of which was a decline of $49 thousand in money market deposits.  The average rate paid on money market deposits declined from 51 basis points during the second quarter of 2019 to 25 basis points during the current quarter. 

 

Interest expense on other interest-bearing liabilities decreased by $43$48 thousand from $139$136 thousand during the three months ended JuneSeptember 30, 2019 to $96$88 thousand during the current quarter related to a decrease in rate paid on junior subordinated debentures.debentures from 5.04% during the third quarter of 2019 to 3.32% during the current quarter.  Interest on the debentures which totaled $94$86 thousand during the secondthird quarter of 2020 and $136$131 thousand during the secondthird quarter of 2019.  During 2019  fluctuatesinterest on the debentures fluctuated with changes in the 3-month London Interbank Offered Rate (LIBOR)LIBOR rate. However On May 26, 2020 we entered into two separate interest rate swap agreements, effectively converting the $10 million in Subordinated Debentures to fixed obligations effective with the quarterly payments due in September, 2020.  The swaps have a 10 year maturity and fix the LIBOR rate on the Subordinated Debentures at approximately 75 basis points.

 


 

The following table presents for the three-month periods indicated the distribution of consolidated average assets, liabilities and shareholders' equity. It also presents the amounts of interest income from interest earning assets and the resultant annualized yields expressed in both dollars and annualized yield percentages, as well as the amounts of interest expense on interest bearing liabilities and the resultant cost expressed in both dollars and annualized rate percentages. Average balances are based on daily averages. Nonaccrual loans are included in the calculation of average loans while nonaccrued interest thereon is excluded from the computation of yields earned:

 

 

For the Three Months Ended

 

For the Three Months Ended

  

For the Three Months Ended

 

For the Three Months Ended

 
 

June 30, 2020

  

June 30, 2019

  

September 30, 2020

  

September 30, 2019

 
 

Average

       

Average

       

Average

       

Average

      
 

Balance

 

Interest

 

Yield/

 

Balance

 

Interest

 

Yield/

  

Balance

 

Interest

 

Yield/

 

Balance

 

Interest

 

Yield/

 
 

(in thousands)

  

(in thousands)

  

Rate

  

(in thousands)

  

(in thousands)

  

Rate

  

(in thousands)

  

(in thousands)

  

Rate

  

(in thousands)

  

(in thousands)

  

Rate

 
                          

Interest-earning assets:

                                    

Loans (1) (2) (3)

 $705,669  $8,561  4.88% $585,319  $8,385  5.75% $742,443  $8,978  4.81% $598,899  $8,761  5.80%

Investment securities (1)

 155,457  864  2.24% 174,430  1,140  2.62% 155,286  799  2.05% 172,184  1,075  2.48%

Interest-bearing deposits

  55,291   18  0.13%  16,186   95  2.35%  118,513   36  0.12%  32,355   171  2.10%

Total interest-earning assets

 916,417   9,443  4.14% 775,935   9,620  4.97% 1,016,242   9,813  3.84% 803,438   10,007  4.94%

Cash and due from banks

 22,205      21,648       23,609      22,449      

Other assets

  38,859       39,605        35,262       40,100      

Total assets

 $977,481      $837,188       $1,075,113      $865,987      
                          

Interest-bearing liabilities:

                                    

NOW deposits

 $112,547  22  0.08% $105,950  25  0.09% $122,274  21  0.07% $106,584  26  0.10%

Money market deposits

 99,923  61  0.25% 85,877  110  0.51% 108,313  54  0.20% 87,690  110  0.50%

Savings deposits

 206,431  64  0.12% 178,205  74  0.17% 221,360  69  0.12% 179,986  75  0.17%

Time deposits

  37,533   52  0.56%  52,547   113  0.86%  37,309   46  0.49%  46,778   93  0.79%

Total deposits

 456,434  199  0.18% 422,579  322  0.31% 489,256  190  0.15% 421,038  304  0.29%

Junior subordinated debentures

 10,310  94  3.67% 10,310  136  5.29% 10,310  86  3.32% 10,310  131  5.04%

Other interest-bearing liabilities

  8,949   2  0.09%  8,459   3  0.14%  11,232   2  0.07%  11,008   5  0.18%

Total interest-bearing liabilities

 475,693   295  0.25% 441,348   461  0.42% 510,798   278  0.22% 442,356   440  0.39%

Non-interest-bearing deposits

 395,187      314,990       452,009      337,023      

Other liabilities

 14,860      6,685       17,299      6,729      

Shareholders' equity

  91,741       74,165        95,007       79,879      

Total liabilities & equity

 $977,481      $837,188       $1,075,113      $865,987      

Cost of funding interest-earning assets (4)

     0.13%     0.24%     0.11%     0.22%

Net interest income and margin (5)

   $9,148  4.01%   $9,159  4.73%   $9,535  3.73%   $9,567  4.72%

 


(1)

Not computed on a tax-equivalent basis.

(2)

Average nonaccrual loan balances of $2.4$2.3 million for 2020 and $1.8$2.5 million for 2019 are included in average loan balances for computational purposes.

(3)

Net fees (costs) included in loan interest income for the three-month periods ended JuneSeptember 30, 2020 and 2019 were $39$315,000 and ($361,000)262,000), respectively.

(4)

Total annualized interest expense divided by the average balance of total earning assets.

(5)

Annualized net interest income divided by the average balance of total earning assets.

 


 

The following table sets forth changes in interest income and interest expense for the three-month periods indicated and the amount of change attributable to variances in volume, rates and the combination of volume and rates based on the relative changes of volume and rates:

 

 

2020 over 2019 change in net interest income

  

2020 over 2019 change in net interest income

 
 

for the three months ended June 30,

  

for the three months ended September 30,

 
 

(in thousands)

  

(in thousands)

 
 

Volume (1)

  

Rate (2)

  

Mix (3)

  

Total

  

Volume (1)

  

Rate (2)

  

Mix (3)

  

Total

 
  

Interest-earning assets:

                        

Loans

 $1,719  $(1,261) $(282) $176  $2,100  $(1,519) $(364) $217 

Investment securities

 (124) (167) 15  (276) (106) (189) 19  (276)

Interest bearing deposits

  229   (89)  (217)  (77)  455   (161)  (429)  (135)

Total interest income

  1,824   (1,517)  (484)  (177)  2,449   (1,869)  (774)  (194)

Interest-bearing liabilities:

                        

NOW deposits

 2  (4) (1) (3) 4  (8) (1) (5)

Money market deposits

 18  (58) (9) (49) 26  (66) (16) (56)

Savings deposits

 12  (19) (3) (10) 17  (19) (4) (6)

Time deposits

 (32) (40) 11  (61) (19) (35) 7  (47)

Junior subordinated debentures

 -  (42) -  (42) -  (45) -  (45)

Other

  -   (1)  -   (1)  -   (3)  -   (3)

Total interest expense

  0   (164)  (2)  (166)  28   (176)  (14)  (162)

Net interest income

 $1,824  $(1,353) $(482) $(11) $2,421  $(1,693) $(760) $(32)

 


 

(1)

The volume change in net interest income represents the change in average balance divided by the previous year’s rate.

 

(2)

The rate change in net interest income represents the change in rate divided by the previous year’s average balance.

 

(3)

The mix change in net interest income represents the change in average balance multiplied by the change in rate.

 

Provision for loan losses. During the three months ended JuneSeptember 30, 2020 and 2019 we recorded a provision for loan losses of $1,250$800 thousand and $200$300 thousand, respectively. See “Analysis of Asset Quality and Allowance for Loan Losses” for a discussion of loan quality trends and the provision for loan losses.

 

Non-interest income.  During the three months ended JuneSeptember 30, 2020, non-interest income totaled $1.9$2.2 million, a decreasean increase of $89$15 thousand from the three months ended JuneSeptember 30, 2019. The largestA reduction in non-interest income was a decline in service charge incomefees of $162$129 thousand much of which was related to a reduction in NSF fees. We attribute the decline in NSF fees primarily toand a reduction in business activity in our service areas and the wavier of NSF fees for those customers adversely affected by the pandemic. Beginning in the third quarter of 2020 we are no longer waiving NSF fees solely related to the pandemic. Gains on sale of SBA loans totaled $164 thousand during the current quarter, down $67 thousand from $231 thousand during the three months ended June 30, 2019. These and other lesser reductions in non-interest income of $49 thousand were partially offset by increases in non-interest incomeother items the largest of which was a one-time gain totaling $218an increase of $157 thousand on sale of one of the Company’s administrative buildings.

in interchange fees. 

 

 


 

The following table describes the components of non-interest income for the three-month periods ended JuneSeptember 30, 2020 and 2019, dollars in thousands: 

 

 

For the Three Months Ended

       

For the Three Months Ended

      
 

June 30,

       

September 30,

      
 

2020

  

2019

  

Dollar Change

  

Percentage Change

  

2020

  

2019

  

Dollar Change

  

Percentage Change

 

Interchange income

 799  642  157  24.5%

Service charges on deposit accounts

 $508  $670  $(162) -24.2% $547  $676  $(129) -19.1%

Interchange income

 555  583  (28) -4.8%

Gain on sale of loans, net

 317  313  4  1.3%

Loan servicing fees

 230  183  47  25.7% 213  184  29  15.8%
Gain on sale of building 218 - 218 100.0%

Gain on sale of loans, net

 164  231  (67) -29.0%

Earnings on life insurance policies

 85  82  3  3.7% 85  82  3  3.7%
Gain on sale of investments - 20 (20) -100.0%

Other

  162   242   (80) -33.1%  200   249   (49) -19.7%

Total non-interest income

 $1,922  $2,011  $(89) -4.4% $2,161  $2,146  $15  0.7%

 

Non-interest expense. During the three months ended JuneSeptember 30, 2020, total non-interest expense decreased by $314$71 thousand from the comparable period in 2019. The largest components of this decrease were decreases of $187$314 thousand in salary and benefit expense and $85$56 thousand in business development expense.  The decrease in salary and benefit expense was related to a reduction in bonus expense of $147$215 thousand, an increase in the deferral of loan origination fees of $97$77 thousand and a reduction in commissionsalary expense of $54 thousand partially offset by an increase in salary expensecommissions of $99$36 thousand.  The reduction in bonus relates to lower earnings below targeted levels. The increasereduction in loan origination fees wassalary expense is related to PPP originations and thea reduction in commissions, which are relatedfull time equivalent employees from 161.1 at September 30, 2019 to SBA lending, is consistent with the reduction in gains on sale of SBA loans.156.8 at September 30, 2020.  The reduction in business development expense which includes travel, training and entertainment expenses was mostly related to the pandemic.

 

The largest increases in non-interest expense were $141 thousand in outside service fees, $127 thousand in deposits insurance expense, and $72 thousand in advertising expense. The increase in outside services was primarily related to an increase in interchange expense associated with the increase in interchange fees. During 2019, deposit insurance costs benefited from assessment credits we were able to apply to our deposit insurance billings. The increase in advertising expense was mostly related to a digital and traditional advertising campaign focused on the Northern Nevada marketplace.

The following table describes the components of non-interest expense for the three-month periods ended JuneSeptember 30, 2020 and 2019, dollars in thousands: 

 

 

For the Three Months Ended

       

For the Three Months Ended

      
 

June 30,

       

September 30,

      
 

2020

  

2019

  

Dollar Change

  

Percentage Change

  

2020

  

2019

  

Dollar Change

  

Percentage Change

 

Salaries and employee benefits

 $2,917  $3,104  $(187) -6.0% $3,125  $3,439  $(314) -9.1%

Occupancy and equipment

 837  825  12  1.5% 840  799  41  5.1%

Outside service fees

 642  627  15  2.4% 787  646  141  21.8%

Professional fees

 170  223  (53) -23.8% 167  201  (34) -16.9%

Advertising and shareholder relations

 161  89  72  80.9%

Telephone and data communication

 159  141  18  12.8% 150  139  11  7.9%

Advertising and shareholder relations

 131  124  7  5.6%

Armored car and courier

 100  96  4  4.2% 116  117  (1) -0.9%

Director compensation and expense

 99  97  2  2.1% 104  114  (10) -8.8%

Deposit insurance

 59  62  (3) -4.8% 65  (62) 127  -204.8%

Business development

 52  137  (85) -62.0% 63  119  (56) -47.1%

Loan collection expenses

 63  52  11  21.2%

Amortization of Core Deposit Intangible

 51  69  (18) -26.1% 51  68  (17) -25.0%

Loan collection expenses

 39  67  (28) -41.8%

Stationery and supplies

 32  31  1  3.2% 29  30  (1) -3.3%

Other

  141   140   1  0.7%  83   124   (41) -33.1%

Total non-interest expense

 $5,429  $5,743  $(314) -5.5% $5,804  $5,875  $(71) -1.2%

 

Provision for income taxes. The Company recorded an income tax provision of $1.2$1.4 million, or 27.5% of pre-tax income for the three months ended JuneSeptember 30, 2020. This compares to an income tax provision of $1.4$1.5 million, or 27.1%27.7% of pre-tax income for the three months ended JuneSeptember 30, 2019. The percentages for 2020 and 2019 differ from statutory rates as tax exempt items of income such as earnings on Bank owned life insurance and municipal loan and securities interest decrease taxable income. In addition, the 2019 provision included income tax benefits related to the exercise of stock options of $24 thousand.

 


 

FINANCIAL CONDITION

 

Total assets at JuneSeptember 30, 2020 were $1$1.1 billion, an increase of $171.7$250.8 million from December 31, 2019. Net loans increased by $116.2$121.6 million from $616.0 million at December 31, 2019 to $732.2$737.6 million at JuneSeptember 30, 2020. Investment securities decreased by $5.6$1.3 million from $159.3 million at December 31, 2019 to $153.7$158.0 million at JuneSeptember 30, 2020. Cash and cash equivalents totaled $107.2$175.5 million at JuneSeptember 30, 2020 up $60.3$128.6 million from $46.9 million at December 31, 2019.

 

Deposits totaled $904.0$977.5 million at JuneSeptember 30, 2020, an increase of $156.7$230.2 million from $747.3 million at December 31, 2020. Shareholders’ equity increased by $8.4$11.5 million from $84.5 million at December 31, 2020 to $92.9$96.0 million at JuneSeptember 30, 2020.

 

Loan Portfolio. Gross loans increased by $122$128 million, or 20%21%, from $620 million at December 31, 2019 to $742$748 million at JuneSeptember 30, 2020. The three largest areas of growth in the Company’s loan portfolio were $115$120 million in commercial loans, $16$17 million in commercial real estate loans and $2 million in auto loans.  The three largest deceasesdecreases were $8$5 million in agricultural loans, $3 million in construction loans, $3 million in agricultural loans and $1$2 million in residential real estate loans. The increase in commercial loans relates to PPP loans.  As of JuneSeptember 30, 2020 Plumas Bankwe funded a total of 1,0891,218 PPP loans totaling $116with a  remaining principal balance of over $119.1 million.  We expect a significant decline in these loans during the second half of 2020next six months as companies apply for and are granted forgiveness under the PPP program. The Company continues to manage the mix of its loan portfolio consistent with its identity as a community bank serving the financing needs of all sectors of the area it serves. Although the Company offers a broad array of financing options, it continues to concentrate its focus on small to medium sized commercial businesses. These loans offer diversification as to industries and types of businesses, thus limiting material exposure in any industry concentrations. The Company offers both fixed and floating rate loans and obtains collateral in the form of real property, business assets and deposit accounts, but looks to business and personal cash flows as its primary source of repayment. 

 

As shown in the following table the Company's largest lending categories are commercial real estate loans, auto loans, agricultural loans and commercial loans.  

 

   

Percent of

   

Percent of

    

Percent of

   

Percent of

 
   

Loans in Each

   

Loans in Each

    

Loans in Each

   

Loans in Each

 
 

Balance at End

 

Category to

 

Balance at End

 

Category to

  

Balance at End

 

Category to

 

Balance at End

 

Category to

 

(dollars in thousands)

 

of Period

 

Total Loans

 

of Period

 

Total Loans

  

of Period

 

Total Loans

 

of Period

 

Total Loans

 
 

06/30/2020

 

06/30/2020

 

12/31/2019

 

12/31/2019

  

09/30/2020

 

09/30/2020

 

12/31/2019

 

12/31/2019

 

Commercial

 $162,578  21.9% $47,892  7.7% $167,770  22.4% $47,892  7.7%

Agricultural

 76,120  10.3% 78,785  12.7% 74,209  9.9% 78,785  12.7%

Real estate – residential

 13,294  1.8% 14,530  2.3% 12,848  1.7% 14,530  2.3%

Real estate – commercial

 333,337  44.9% 316,986  51.2% 333,768  44.6% 316,986  51.2%

Real estate – construction & land

 23,626  3.2% 31,181  5.0% 27,886  3.7% 31,181  5.0%

Equity Lines of Credit

 35,682  4.8% 35,471  5.7% 34,894  4.7% 35,471  5.7%

Auto

 92,538  12.5% 90,310  14.6% 92,248  12.3% 90,310  14.6%

Other

  4,576  0.6% 4,563  0.8%  4,262  0.6% 4,563  0.8%

Total Gross Loans

 $741,751  100% $619,718  100% $747,885  100% $619,718  100%

 

The Company’s real estate related loans, including real estate mortgage loans, real estate construction and land development loans, consumer equity lines of credit, and agricultural loans secured by real estate comprised 61%60% of the total loan portfolio at JuneSeptember 30, 2020. Moreover, the business activities of the Company currently are focused in the California counties of Plumas, Nevada, Placer, Lassen, Modoc, Shasta, and Sierra and in Washoe and Carson City Counties in Northern Nevada. Consequently, the results of operations and financial condition of the Company are dependent upon the general trends in these economies and, in particular, the residential and commercial real estate markets. In addition, the concentration of the Company's operations in these areas of Northeastern California and Northwestern Nevada exposes it to greater risk than other banking companies with a wider geographic base in the event of catastrophes, such as earthquakes, fires and floods in these regions.

 

The rates of interest charged on variable rate loans are set at specific increments in relation to the Company's lending rate or other indexes such as the published prime interest rate or U.S. Treasury rates and vary with changes in these indexes. The frequency in which variable rate loans reprice can vary from one day to several years. At JuneSeptember 30, 2020 and December 31, 2019, approximately 62%63%  and 74%, respectively of the Company's loan portfolio was comprised of variable rate loans. Loans indexed to the prime interest rate or an equivalent rate totaled approximately 19% of the Company’s loan portfolio; these loans reprice within one day to three months of a change in the prime rate. At JuneSeptember 30, 2020 and December 31, 2019, 38%40% and 32%, respectively of the variable loans were at their respective floor rate. While real estate mortgage, commercial and consumer lending remain the foundation of the Company's historical loan mix, some changes in the mix have occurred due to the changing economic environment and the resulting change in demand for certain loan types. The most significant change during 2020 was loans generated through the PPP program which totaled 16% of the Bank's loan portfolio at JuneSeptember 30, 2020. 

 


 

Analysis of Asset Quality and Allowance for Loan Losses. The Company attempts to minimize credit risk through its underwriting and credit review policies. The Company’s credit review process includes internally prepared credit reviews as well as contracting with an outside firm to conduct periodic credit reviews. The Company’s management and lending officers evaluate the loss exposure of classified and impaired loans on a quarterly basis, or more frequently as loan conditions change. The Management Asset Resolution Committee (MARC) reviews the asset quality of criticized and past due loans monthly and reports the findings to the full Board of Directors. In management's opinion, this loan review system helps facilitate the early identification of potential criticized loans. MARC also provides guidance for the maintenance and timely disposition of OREO properties including developing financing and marketing programs to incent individuals to purchase OREO. MARC consists of the Bank’s Chief Executive Officer, Chief Financial Officer and Chief Credit Officer, and the activities are governed by a formal written charter. The MARC meets monthly and reports to the Board of Directors.

 

The allowance for loan losses is established through charges to earnings in the form of the provision for loan losses. Loan losses are charged to and recoveries are credited to the allowance for loan losses. The allowance for loan losses is maintained at a level deemed appropriate by management to provide for known and inherent risks in the loan portfolio. The adequacy of the allowance for loan losses is based upon management's continuing assessment of various factors affecting the collectability of loans including current economic conditions, maturity of the portfolio, size of the portfolio, industry concentrations, borrower credit history, collateral, the existing allowance for loan losses, independent credit reviews, current charges and recoveries to the allowance for loan losses and the overall quality of the portfolio as determined by management, regulatory agencies, and independent credit review consultants retained by the Company. There is no precise method of predicting specific losses or amounts which may ultimately be charged off on particular segments of the loan portfolio. The collectability of a loan is subjective to some degree, but must relate to the borrower’s financial condition, cash flow, quality of the borrower’s management expertise, collateral and guarantees, and state of the local economy.

 

Formula allocations are calculated by applying loss factors to outstanding loans with similar characteristics. Loss factors are based on the Company’s historical loss experience as adjusted for changes in the business cycle and may be adjusted for significant factors that, in management's judgment, affect the collectability of the portfolio as of the evaluation date. Historical loss data from the beginning of the latest business cycle are incorporated in the loss factors. 

 

The discretionary allocation is based upon management’s evaluation of various loan segment conditions that are not directly measured in the determination of the formula and specific allowances. The conditions may include, but are not limited to, general economic and business conditions affecting the key lending areas of the Company, credit quality trends, collateral values, loan volumes and concentrations, and other business conditions.   We have added a new specific pandemic qualitative factor to our allowance for loan loss calculation and have increased the qualitative factor related to economic conditions, theseconditions. These changes resulted in the need for an  additional loan loss provision during 2020. See page 26 and Item 1A - Risk Factors for a discussion of the COVID-19 global pandemic and its potential affect on the Company's current and future financial position and results of operations.

 

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees. We have purchased software to support the CECL calculation of the allowance for loan losses under ASU No 2016-13 and have engaged the software vendor to assist in the transition to the CECL model. The Company’s preliminary evaluation indicates the provisions of ASU No. 2016-13 are expected to impact the Company’s Consolidated Financial Statements, in particular the level of the reserve for credit losses. However, the Company continues to evaluate the extent of the potential impact.  On October 16, 2019, the FASB approved a proposal to change the effective date of ASU No. 2016-13 for smaller reporting companies, as defined by the SEC, and other non-SEC reporting entities delaying the effective date to fiscal years beginning after December 31, 2022, including interim periods within those fiscal periods.  As the Company is a smaller reporting company and has not adopted provisions of the standard early, the delay is applicable to the Company.

 


 

The following table provides certain information for the dates indicated with respect to the Company's allowance for loan losses as well as charge-off and recovery activity.

 

 

For the Six Months Ended

 

For the Year Ended

  

For the Nine Months Ended

 

For the Year Ended

 

(dollars in thousands)

 

June 30,

  

December 31,

  

September 30,

  

December 31,

 
 

2020

  

2019

  

2019

  

2018

  

2017

  

2020

  

2019

  

2019

  

2018

  

2017

 

Balance at beginning of period

 $7,243  $6,958  $6,958  $6,669  $6,549  $7,243  $6,958  $6,958  $6,669  $6,549 

Charge-offs:

                      

Commercial and agricultural

 131  137  587  325  202  131  186  587  325  202 

Real estate mortgage

 -  -  -  25  48  -  -  -  25  48 

Real estate construction & land

 -  -  -  -  -  -  -  -  -  - 

Consumer (includes equity LOC & Auto)

  404   520   934   841   629   537   688   934   841   629 

Total charge-offs

  535   657   1,521   1,191   879   668   874   1,521   1,191   879 

Recoveries:

                      

Commercial and agricultural

 7  16  26  83  89  21  21  26  83  89 

Real estate mortgage

 5  2  7  114  118  9  4  7  114  118 

Real estate construction & land

 -  -  -  3  -  -  -  -  3  - 

Consumer (includes equity LOC & Auto)

  115   139   273   280   192   195   217   273   280   192 

Total recoveries

  127   157   306   480   399   225   242   306   480   399 

Net charge-offs

 408  500  1,215  711  480  443  632  1,215  711  480 

Provision for loan losses

  2,000   600   1,500   1,000   600   2,800   900   1,500   1,000   600 

Balance at end of period

 $8,835  $7,058  $7,243  $6,958  $6,669  $9,600  $7,226  $7,243  $6,958  $6,669 

Net charge-offs during the period to average loans (annualized for the six-month periods)

 0.12% 0.18% 0.21% 0.14% 0.10%

Net charge-offs during the period to average loans (annualized for the nine-month periods)

 0.09% 0.14% 0.21% 0.14% 0.10%

Allowance for loan losses to total loans

 1.19% 1.19% 1.17% 1.23% 1.37% 1.28% 1.20% 1.17% 1.23% 1.37%

 

During the sixnine months ended JuneSeptember 30, 2020 and 2019 we recorded a provision for loan losses of $2.0$2.8 million and $600$900 thousand, respectively. The increase relates to an increase in the economic qualitative factor and the addition of a new factor during 2020 related to the pandemic.  Net charge-offs totaled $408$443 thousand during the sixnine months ended JuneSeptember 30, 2020, a decrease of $92$189 thousand from $500$632 thousand during the sixnine months ended JuneSeptember 30, 2019.

 

The following table provides a breakdown of the allowance for loan losses at JuneSeptember 30, 2020 and December 31, 2019:

 

   

Percent of

   

Percent of

    

Percent of

   

Percent of

 
   

Loans in Each

   

Loans in Each

    

Loans in Each

   

Loans in Each

 
 

Balance at End

 

Category to

 

Balance at End

 

Category to

  

Balance at End

 

Category to

 

Balance at End

 

Category to

 

(dollars in thousands)

 

of Period

 

Total Loans

 

of Period

 

Total Loans

  

of Period

 

Total Loans

 

of Period

 

Total Loans

 
 

2020

 

2020

 

2019

 

2019

  

2020

 

2020

 

2019

 

2019

 

Commercial and agricultural

 $1,479  32.2% $1,270  20.4% $1,703  32.4% $1,270  20.4%

Real estate mortgage

 4,578  46.7% 3,589  53.5% 4,951  46.3% 3,589  53.5%

Real estate construction & land

 476  3.2% 481  5.0% 568  3.7% 481  5.0%

Consumer (includes equity LOC & Auto)

  2,302  17.9% 1,903  21.1%  2,378  17.6% 1,903  21.1%

Total

 $8,835  100.0% $7,243  100.0% $9,600  100.0% $7,243  100.0%

 

The allowance for loan losses totaled $8.8$9.6 million at JuneSeptember 30, 2020 and $7.2 million at December 31, 2019. At least quarterly, the Company evaluates each specific reserve and if it determines that the loss represented by the specific reserve is uncollectable it records a charge-off for the uncollectable portion. General reserves were $8.7$9.4 million at JuneSeptember 30, 2020 and $7.1 million at December 31, 2019. The allowance for loan losses as a percentage of total loans was 1.19%1.28% at JuneSeptember 30, 2020 and 1.17% at December 31, 2019. The percentage of general reserves to unimpaired loans totaled 1.17%1.27% at JuneSeptember 30, 2020 and 1.15% at December 31, 2019. Excluding PPP loans the allowance for loan losses as a percentage of total loans was 1.41%1.53% at JuneSeptember 30, 2020 and 1.17% at December 31, 2019 and the percentage of general reserves to unimpaired loans was 1.39%1.51% at JuneSeptember 30, 2020 and 1.15% at December 31, 2019

 

The Company places loans 90 days or more past due on nonaccrual status unless the loan is well secured and in the process of collection. A loan is considered to be in the process of collection if, based on a probable specific event, it is expected that the loan will be repaid or brought current. Generally, this collection period would not exceed 90 days. When a loan is placed on nonaccrual status the Company's general policy is to reverse and charge against current income previously accrued but unpaid interest. Interest income on such loans is subsequently recognized only to the extent that cash is received, and future collection of principal is deemed by management to be probable. Where the collectability of the principal or interest on a loan is considered to be doubtful by management, it is placed on nonaccrual status prior to becoming 90 days delinquent.

 


 

Impaired loans are measured based on the present value of the expected future cash flows discounted at the loan's effective interest rate or the fair value of the collateral if the loan is collateral dependent. The amount of impaired loans is not directly comparable to the amount of nonperforming loans disclosed later in this section. The primary difference between impaired loans and nonperforming loans is that impaired loan recognition considers not only loans 90 days or more past due, restructured loans and nonaccrual loans but also may include identified problem loans other than delinquent loans where it is considered probable that we will not collect all amounts due to us (including both principal and interest) in accordance with the contractual terms of the loan agreement.

 

A restructuring of a debt constitutes a troubled debt restructuring (TDR) if the Company, for economic or legal reasons related to the debtor's financial difficulties, grants a concession to the debtor that it would not otherwise consider. Restructured workout loans typically present an elevated level of credit risk as the borrowers are not able to perform according to the original contractual terms. Loans that are reported as TDRs are considered impaired and measured for impairment as described above.

 

Loans restructured (TDRs) and not included in nonperforming loans in the following table totaled $0.9 million, $0.9 million, $1.0 million, $1.1 million and $2.6 million at JuneSeptember 30, 2020 and December 31, 2019, 2018, 2017, and 2016, respectively. For additional information related to restructured loans see Note 4 to the condensed consolidated financial statements contained within this Form 10-Q.

 

The following table sets forth the amount of the Company's nonperforming assets as of the dates indicated.

 

 

At

             

At

            
 

June 30,

 

At December 31,

  

September 30,

 

At December 31,

 
 

2020

 

2019

 

2018

 

2017

 

2016

  

2020

 

2019

 

2018

 

2017

 

2016

 
 

(dollars in thousands)

  

(dollars in thousands)

 
                      

Nonaccrual loans

 $2,280  $2,050  $1,117  $1,226  $2,724  $2,445  $2,050  $1,117  $1,226  $2,724 

Loans past due 90 days or more and still accruing

  -   -  -  1,796  -   -   -  -  1,796  - 

Total nonperforming loans

 2,280  2,050  1,117  3,022  2,724  2,445  2,050  1,117  3,022  2,724 
Other real estate owned 707 707 1,170 1,344 735  763 707 1,170 1,344 735 

Other vehicles owned

  15   56  53  35  12   0   56  53  35  12 

Total nonperforming assets

 $3,002  $2,813  $2,340  $4,401  $3,471  $3,208  $2,813  $2,340  $4,401  $3,471 

Interest income forgone on nonaccrual loans

 $63  $158  $46  $50  $164  $85  $158  $46  $50  $164 

Interest income recorded on a cash basis on nonaccrual loans

 $-  $-  $-  $-  $29.00  $-  $-  $-  $-  $29 

Nonperforming loans to total loans

 0.31% 0.33% 0.20% 0.62% 0.59% 0.33% 0.33% 0.20% 0.62% 0.59%

Nonperforming assets to total assets

 0.29% 0.33% 0.28% 0.59% 0.53% 0.29% 0.33% 0.28% 0.59% 0.53%

 

Nonperforming loans at JuneSeptember 30, 2020 were $2.3$2.4 million, an increase of $230$395 thousand from the $2.1 million balance at December 31, 2019. Specific reserves on nonaccrual loans totaled $121 thousand at JuneSeptember 30, 2020 and December 31, 2019. Performing loans past due thirty to eighty-nine days were $3.0$1.4 million at JuneSeptember 30, 2020 down from $3.7 million at December 31, 2019.

 

A substandard loan is not adequately protected by the current sound worth and paying capacity of the borrower or the value of the collateral pledged, if any. Total substandard loans decreased by $1.6 million from $3.3 million at December 31, 2019 to $1.7 million at JuneSeptember 30, 2020. Loans classified as special mention decreased by $1.0$6.3 million from $7.6 million at December 31, 2019 to $6.6$1.3 million at JuneSeptember 30, 2020.

 

At JuneSeptember 30, 2020 and December 31, 2019, the Company's recorded investment in impaired loans totaled $2.1 million and $2.2 million, respectively. The specific allowance for loan losses related to impaired loans totaled $153 thousand and  $154 thousand  at JuneSeptember 30, 2020 and December 31, 2019. Additionally, $11 thousand had been charged off against the impaired loans at JuneSeptember 30, 2020 and December 31, 2019.

 


 

It is the policy of management to make additions to the allowance for loan losses so that it remains appropriate to absorb the inherent risk of loss in the portfolio. Management believes that the allowance at JuneSeptember 30, 2020 is appropriate. However, the determination of the amount of the allowance is judgmental and subject to economic conditions which cannot be predicted with certainty. Accordingly, the Company cannot predict whether charge-offs of loans in excess of the allowance may occur in future periods.

 

OREO represents real property acquired by the Bank either through foreclosure or through a deed in lieu thereof from the borrower. Repossessed assets include vehicles and other commercial assets acquired under agreements with delinquent borrowers. OREO holdings represented four properties totaling $0.8 million at September 30, 2020 and three properties totaling $0.7 million at June 30, 2020 and  December 31, 2019. Nonperforming assets as a percentage of total assets were 0.29% at JuneSeptember 30, 2020 and 0.33% at December 31, 2019.

 

The following table provides a summary of the change in the number and balance of OREO properties for the sixnine months ended JuneSeptember 30, 2020 and 2019 (dollars in thousands): 

 

 

Six Months Ended June 30,

  

Nine Months Ended September 30,

 
 

#

 

2020

 

#

 

2019

  

#

 

2020

 

#

 

2019

 

Beginning Balance

 3  $707  6  $1,170  3  $707  6  $1,170 

Additions

 -  -  -  0  1  56  -  - 

Dispositions

 -  -  1  76   -  -  1  76 

Ending Balance

  3  $707  5  $1,094   4  $763  5  $1,094 

 

 

Investment Portfolio and Federal Funds Sold. Total investment securities were $153.7$158.0 million as of JuneSeptember 30, 2020 and $159.3 million as of December 31, 2019. Unrealized gain on available-for-sale investment securities totaling $6,336,000$6,152,000 were recorded, net of $1,873,000$1,818,000 in tax expense, as accumulated other comprehensive income within shareholders' equity at JuneSeptember 30, 2020. Unrealized gain on available-for-sale investment securities totaling $2,910,000 were recorded, net of $861,000 in tax expense, as accumulated other comprehensive income within shareholders' equity at December 31, 2019.  No investment securities were sold during the sixnine months ended JuneSeptember 30, 2020 and 2019. During the sixnine months ended JuneSeptember 30, 2019 the Company sold forty available-for-sale investment securities for total proceeds of $11,379,000 recording a $20,000 gain on sale.

 

The investment portfolio at JuneSeptember 30, 2020 consisted of $116.7$110.0 million in securities of U.S. Government-sponsored agencies, $5.4 million in securities of U.S. Government-agencies and 93104 municipal securities totaling $37.0$42.6 million. The investment portfolio at December 31, 2019 consisted of $125.7 million in securities of U.S. Government-sponsored agencies and 89 municipal securities totaling $33.6 million.

 

There were no Federal funds sold at JuneSeptember 30, 2020 and December 31, 2019; however, the Bank maintained interest earning balances at the Federal Reserve Bank totaling $69.5$139.2 million at JuneSeptember 30, 2020 and $20.5 million at December 31, 2019. The balance, at JuneSeptember 30, 2020, earns interest at the rate of 0.10%.

 

The Company classifies its investment securities as available-for-sale or held-to-maturity. Currently all securities are classified as available-for-sale. Securities classified as available-for-sale may be sold to implement the Company's asset/liability management strategies and in response to changes in interest rates, prepayment rates and similar factors. 

 

Deposits. Total deposits increased by $156.7$230.2 million from $747 million at December 31, 2019 to $904$977 million at JuneSeptember 30, 2020. Increases of $98.3included $130.7 million in non-interest-bearing transaction deposits, (NOW), $14.3$34.0 million in interest bearing demand deposits, and $45.4$64.8 million in money market and savings accounts were partially offset by a declineand $0.7 million in time deposits of $1.3 million.deposits. We attribute much of this increase to retention of proceeds from PPP loans, a more cautious consumer, and continued growth in our customer base.  The Company continues to manage the mix of its deposits consistent with its identity as a community bank serving the financial needs of its customers.

 


 

The following table shows the distribution of deposits by type at JuneSeptember 30, 2020 and December 31, 2019.

 

   

Percent of

   

Percent of

    

Percent of

   

Percent of

 
   

Deposits in Each

   

Deposits in Each

    

Deposits in Each

   

Deposits in Each

 
 

Balance at End

 

Category to

 

Balance at End

 

Category to

  

Balance at End

 

Category to

 

Balance at End

 

Category to

 

(dollars in thousands)

 

of Period

 

Total Deposits

 

of Period

 

Total Deposits

  

of Period

 

Total Deposits

 

of Period

 

Total Deposits

 
 

06/30/2020

 

06/30/2020

 

12/31/2019

 

12/31/2019

  

09/30/2020

 

09/30/2020

 

12/31/2019

 

12/31/2019

 

Non-interest bearing

 $429,897  47.6% $331,619  44.4% $462,351  47.3% $331,619  44.4%

NOW

 117,037  12.9% 102,724  13.7% 136,733  14.0% 102,724  13.7%

Money Market

 104,754  11.6% 90,853  12.2% 113,277  11.6% 90,853  12.2%

Savings

 215,443  23.8% 183,934  24.6% 226,289  23.1% 183,934  24.6%

Time

  36,861  4.1% 38,194  5.1%  38,879  4.0% 38,194  5.1%

Total Deposits

 $903,992  100% $747,324  100% $977,529  100% $747,324  100%

 

Deposits represent the Bank's primary source of funds. Deposits are primarily core deposits in that they are demand, savings and time deposits generated from local businesses and individuals. These sources are considered to be relatively stable, long-term relationships thereby enhancing steady growth of the deposit base without major fluctuations in overall deposit balances. The Company experiences, to a small degree, some seasonality with the slower growth period between November through April, and the higher growth period from May through October. To assist in meeting any funding demands, the Company maintains a secured borrowing arrangement with the Federal Home Loan Bank of San Francisco (“FHLB”).FHLB. There were no brokered deposits at JuneSeptember 30, 2020 or December 31, 2019.

 

Short-term Borrowing Arrangements. The Company is a member of the FHLB and can borrow up to $234$185 million from the FHLB secured by commercial and residential mortgage loans with carrying values totaling $407$341 million. The Company is required to hold FHLB stock as a condition of membership. At JuneSeptember 30, 2020  the Company held $3.7 million and of FHLB stock which is recorded as a component of other assets. Based on this level of stock holdings  the Company can borrow up to $135.8 million. To borrow the $234$185 million in available credit the Company would need to purchase $2.6$1.3 million in additional FHLB stock. In addition to its FHLB borrowing line, the Company has unsecured short-term borrowing agreements with three of its correspondent banks in the amounts of $20 million, $11 million and $10 million. There were $10 million and zero outstanding borrowings to the FHLB at JuneSeptember 30, 2020 and December 31, 2020,2019, respectively.  $5 million of the FHLB borrowings matures on November 9, 2020 and $5 million matures on May 7, 2021.  The borrowings are at a zero interest rate. There were no outstanding borrowings to the correspondent banks at JuneSeptember 30, 2020 and December 31, 2019. 

 

Note Payable. On March 9, 2020 the Company entered into a Renewal, Extension, and Modification of Loan Agreement (the “Agreement”) related to its promissory note dated October 24, 2013 (the “Note”) payable to TIB The Independent Bankersbank, N. A. an unrelated third party.  This Agreement provides for the following:

 

 

1.

Revision of the maturity date of the Note from October 1, 2020 to March 2, 2021.

 

2.

An increase in the maximum amount of the Note from $5 million to $15 million.

 

3.

Elimination of the “Unused Portion” fee.

 

4.

A reduction in the Rate from the U. S. “Prime Rate” plus one-quarter of a percent to the U. S. “Prime Rate”.  

 

There were no borrowings on the Note during the sixnine months ended JuneSeptember 30, 2020 or the year ended December 31, 2019. The Note is secured by 100 shares of Plumas Bank stock representing the Company's 100% ownership interest in Plumas Bank. Under the Note, the Bank is subject to several negative and affirmative covenants including, but not limited to providing timely financial information, maintaining specified levels of capital, restrictions on additional borrowings, and meeting or exceeding certain capital and asset quality ratios. The Bank was in compliance with all such covenants related to the Note at JuneSeptember 30, 2020 and December 31, 2019.

 

Repurchase Agreements. The Bank offers a repurchase agreement product for its larger  customers which use securities sold under agreements to repurchase as an alternative to interest-bearing deposits. Securities sold under agreements to repurchase totaling $10.4$15.2 million and $16.0 million at JuneSeptember 30, 2020 and December 31, 2019, respectively are secured by U.S. Government agency securities with a carrying amount of $18.8$22.4 million and $22.0 million at JuneSeptember 30, 2020 and December 31, 2019, respectively. Interest paid on this product is similar to that which is paid on the Bank’s premium interest-bearing transaction accounts; however, these are not deposits and are not FDIC insured.

 

Junior Subordinated Deferrable Interest Debentures. Plumas Statutory Trust I and II are business trust subsidiaries formed by the Company with capital of $354,000$356,000 and $180,000,$181,000, respectively, for the sole purpose of issuing trust preferred securities fully and unconditionally guaranteed by the Company.

 

During 2002, Trust I issued 6,000 Floating Rate Capital Trust Pass-Through Securities ("Trust Preferred Securities"), with a liquidation value of $1,000 per security, for gross proceeds of $6,000,000. During 2005, Trust II issued 4,000 Trust Preferred Securities with a liquidation value of $1,000 per security, for gross proceeds of $4,000,000. The entire proceeds were invested by Trust I in the amount of $6,186,000 and Trust II in the amount of $4,124,000 in Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Subordinated Debentures") issued by the Company, with identical maturity, repricing and payment terms as the Trust Preferred Securities. The Subordinated Debentures represent the sole assets of Trusts I and II.

 


 

Trust I’s Subordinated Debentures mature on September 26, 2032, bear an effective interest rate of 4.15%, with  payments due quarterly. Trust II’s Subordinated Debentures mature on September 28, 2035, bear an effective interest rate of 2.23%, with payments due quarterly. The effective interest rate includes the effect of interest rate swaps that are associated with these borrowings.  See Interest Rate Swaps below. The interest rate of the Trust Preferred Securities issued by Trust I adjust on each quarterly anniversary date to equal the 3-month LIBOR plus 3.40%. The Trust Preferred Securities issued by Trust II adjust on each quarterly anniversary date to equal the 3-month LIBOR plus 1.48%. Both Trusts I and II have the option to defer payment of the distributions for a period of up to five years, as long as the Company is not in default on the payment of interest on the Subordinated Debentures.

 

Interest expense recognized by the Company for the sixnine months ended JuneSeptember 30, 2020 and 2019 related to the subordinated debentures was $210$296 thousand and $276$406 thousand, respectively.

 

Interest Rate Swaps

 

From time to time, we may use interest rate swaps or other instruments to manage our interest rate exposure and reduce the impact of future interest rate changes.  These financial instruments are not used for trading or speculative purposes.  On May 26, 2020 we entered into two separate interest rate swap agreements, effectively converting the $10 million in Subordinated Debentures to fixed obligations.  The swaps have a 10 year maturity and fix the labor rate on the Subordinated Debentures at approximately 75 basis points. These agreements have been designated and qualify as cash flow hedging instruments and, as such changes in the fair value are recorded in accumulated other comprehensive income/loss to the extent the agreements are effective hedges.  At JuneSeptember 30, 2020 the carrying value of the swaps, which was included in other liabilities, was $97an unrealized loss of $43 thousand. 

 

Capital Resources

  

Shareholders’ equity increased by $8.4$11.5 million from $84.5 million at December 31, 2019 to $92.9$96.0 million at JuneSeptember 30, 2020. The $6.5$11.5 million increase was related to earnings during the first sixnine months of 2020 of $6.5$10.2 million, an increase in unrealized gain on investment securities, net of tax of $2.3 million and $0.2 million representing stock option activity partially offset by a quarterly cash dividend of $0.6$1.2 million.

 

It is the policy of the Company to periodically distribute excess retained earnings to the shareholders through the payment of cash dividends. Such dividends help promote shareholder value and capital adequacy by enhancing the marketability of the Company’s stock. All authority to provide a return to the shareholders in the form of a cash or stock dividend or split rests with the Board of Directors. The Board will periodically, but on no regular schedule, reviewsreview the appropriateness of a cash dividend payment. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. The Company is subject to various restrictions on the payment of dividends. On May 15, 2020, August 14, 2020 the Company paid a $0.12 quarterly cash dividend and on July 15,October 21, 2020 the Company declared a $0.12 quarterly dividend payable on August 14,November 16, 2020. On May 15, 2019 and November 15, 2019 the Company paid a semi-annual cash dividend of $0.23 per share. 

 

Capital Standards. The Company uses a variety of measures to evaluate its capital adequacy. Management reviews these capital measurements on a monthly basis and takes appropriate action to ensure that they are within established internal and external guidelines. The FDIC has promulgated risk-based capital guidelines for all state non-member banks such as the Bank. These guidelines establish a risk-adjusted ratio relating capital to different categories of assets and off-balance sheet exposures.

 

In July, 2013, the federal bank regulatory agencies adopted rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks, sometimes called “Basel III,” that increased the minimum regulatory capital requirements for bank holding companies and banks and implemented strict eligibility criteria for regulatory capital instruments. The Basel III capital rules include a minimum common equity Tier 1 ratio of 4.5%, a Tier 1 capital ratio of 6.0%, a total risk-based capital ratio of 8.0%, and a minimum leverage ratio of 4.0% (calculated as Tier 1 capital to average consolidated assets). The minimum capital levels required to be considered “well capitalized” include a common equity Tier 1 ratio of 6.5%, a Tier 1 risk-based capital ratio of 8.0%, a total risk-based capital ratio of 10.0%  and a leverage ratio of 5.0%.  In addition, the Basel III capital rules require that banking organizations maintain an “a capital conservation buffer” of 2.5% above the minimum capital requirements in order to avoid restrictions on their ability to pay dividends, repurchase stock or pay discretionary bonuses. Including the capital conservation buffer of 2.5%, the Basel III capital rules require the following minimum ratios for a bank holding company or bank to be considered well capitalized: a common equity Tier 1 capital ratio of 7.0%; a Tier 1 capital ratio of 8.5%, and a total capital ratio of 10.5%. At  JuneSeptember 30, 2020 , the Company’s and the Bank’s capital ratios exceed the thresholds necessary to be considered “well capitalized” under the Basel III framework.

 


 

Under the FRB’s Small Bank Holding Company and Savings and Loan Holding company Policy Statement (the “Policy Statement”), qualifying bank holding companies with less than $3 billion in consolidated assets are exempt from the consolidated capital rules. The Company qualifies for treatment under the Policy Statement and is not currently subject to the Basel III consolidated capital rules at the bank holding company level. The new capital rules continue to apply to the Bank.

 

In 2019, the federal banking agencies including the FDIC, issued a rule establishing a “community bank leverage ratio” (the ratio of a bank’s tier 1 capital to average total consolidated assets) that qualifying institutions with less than $10 billion in assets may elect to use in lieu of the generally applicable leverage and risk-based capital requirements under Basel III. A qualifying banking organization that elects to use new ratio will be considered to have met all applicable federal regulatory capital and leverage requirements, including the minimum capital levels required to be considered “well capitalized, ” if it maintains community bank leverage ratio capital exceeding 9%.  The new rule became effective on January 1, 2020.  Plumas Bank has chosen not to opt into the community bank leverage ratio at this time.

 

The following table sets forth the Bank's actual capital amounts and ratios (dollar amounts in thousands):

 

       

Minimum Amount of Capital Required

        

Minimum Amount of Capital Required

 
             

To be Well-Capitalized

              

To be Well-Capitalized

 
       

For Capital

 

Under Prompt

        

For Capital

 

Under Prompt

 
 

Actual

 

Adequacy Purposes (1)

 

Corrective Provisions

  

Actual

 

Adequacy Purposes (1)

 

Corrective Provisions

 
 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

  

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

June 30, 2020

                  

September 30, 2020

                  

Common Equity Tier 1 Ratio

 $96,445  13.9% $31,140  4.5% $44,981  6.5% $99,521  14.0% $31,954  4.5% $46,156  6.5%

Tier 1 Leverage Ratio

 96,445  9.9% 38,779  4.0% 48,473  5.0% 99,521  9.3% 42,656  4.0% 53,320  5.0%

Tier 1 Risk-Based Capital Ratio

 96,445  13.9% 41,521  6.0% 55,361  8.0% 99,521  14.0% 42,605  6.0% 56,807  8.0%

Total Risk-Based Capital Ratio

 105,100  15.2% 55,361  8.0% 69,201  10.0% 108,409  15.3% 56,807  8.0% 71,009  10.0%
                          

December 31, 2019

                                    

Common Equity Tier 1 Ratio

 $90,317  13.1% $31,059  4.5% $44,863  6.5% $90,317  13.1% $31,059  4.5% $44,863  6.5%

Tier 1 Leverage Ratio

 90,317  10.4% 34,897  4.0% 43,622  5.0% 90,317  10.4% 34,897  4.0% 43,622  5.0%

Tier 1 Risk-Based Capital Ratio

 90,317  13.1% 41,412  6.0% 55,216  8.0% 90,317  13.1% 41,412  6.0% 55,216  8.0%

Total Risk-Based Capital Ratio

 97,810  14.2% 55,216  8.0% 69,020  10.0% 97,810  14.2% 55,216  8.0% 69,020  10.0%

 

(1) Does not include amounts required to maintain the capital conservation buffer under the new capital rules

 

Management believes that Plumas Bank currently meets all its capital adequacy requirements.

 

The current and projected capital positions of the Bank and the impact of capital plans and long-term strategies are reviewed regularly by management. The Company policy is to maintain the Bank’s ratios above the prescribed well-capitalized ratios at all times.

 

Off-Balance Sheet Arrangements

 

Loan Commitments. In the normal course of business, there are various commitments outstanding to extend credits that are not reflected in the financial statements. Commitments to extend credit and letters of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Annual review of commercial credit lines, letters of credit and ongoing monitoring of outstanding balances reduces the risk of loss associated with these commitments. As of JuneSeptember 30, 2020, the Company had $117.3$147.3 million in unfunded loan commitments and $226$631 thousand in letters of credit. This compares to $111.4 million in unfunded loan commitments and $126 thousand in letters of credit at December 31, 2019. Of the $117.3$147.3 million in unfunded loan commitments, $68.8$98.4 million and $48.5$48.9 million represented commitments to commercial and consumer customers, respectively. Of the total unfunded commitments at JuneSeptember 30, 2020, $65.2$93.6 million were secured by real estate, of which $26.6$54.6 million was secured by commercial real estate and $38.6$39.0 million was secured by residential real estate in the form of equity lines of credit. The commercial loan commitments not secured by real estate primarily represent business lines of credit, while the consumer loan commitments not secured by real estate primarily represent revolving credit card lines and overdraft protection lines. Since some of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements.

 

Leases. The Company leases three depository branches, three lending offices, two administrative offices and two non-branch automated teller machine locations. Including variable lease expense, total rent expense under all leases was $232$321 thousand and $224$342 thousand during the sixnine months ended JuneSeptember 30, 2020 and 2019, respectively. The expiration dates of the leases vary, with the first such lease expiring during 2020 and the last such lease expiring during 2025.

 


 

Liquidity

 

The Company manages its liquidity to provide the ability to generate funds to support asset growth, meet deposit withdrawals (both anticipated and unanticipated), fund customers' borrowing needs, satisfy maturity of short-term borrowings and maintain reserve requirements. The Company’s liquidity needs are managed using assets or liabilities, or both. On the asset side, in addition to cash and due from banks, the Company maintains an investment portfolio which includes unpledged U.S. Government-sponsored agency securities that are classified as available-for-sale. On the liability side, liquidity needs are managed by charging competitive offering rates on deposit products and the use of established lines of credit.

 

The Company is a member of the FHLB and can borrow up to $234$185 million from the FHLB secured by commercial and residential mortgage loans with carrying values totaling $407$341 million. See “Short-term Borrowing Arrangements” for additional information on our FHLB borrowing capacity. In addition to its FHLB borrowing line, the Company has unsecured short-term borrowing agreements with three of its correspondent banks in the amounts of $20 million, $11 million and $10 million. There were no outstanding borrowings under the FHLB or the correspondent bank borrowing lines at JuneSeptember 30, 2020 or December 31, 2019.  To provide funding for the SBA's Payroll Protection Program, the Company plans on utilizing its FHLB line as needed as well as funding provided by the Federal Reserve Bank.  To date the Company has been able to fund its PPP lending activity without the need of borrowings.

 

Customer deposits are the Company’s primary source of funds. Total deposits increased by $156.7$230.2 million from $747 million at December 31, 2019 to $904$977 million at JuneSeptember 30, 2020. Deposits are held in various forms with varying maturities. The Company’s securities portfolio, Federal funds sold, FHLB advances, and cash and due from banks serve as the primary sources of liquidity, providing adequate funding for loans during periods of high loan demand. During periods of decreased lending, funds obtained from the maturing or sale of investments, loan payments, and new deposits are invested in short-term earning assets, such as cash held at the FRB, Federal funds sold and investment securities, to serve as a source of funding for future loan growth. Management believes that the Company’s available sources of funds, including borrowings, will provide adequate liquidity for its operations in the foreseeable future.

 


 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of JuneSeptember 30, 2020.  The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of JuneSeptember 30, 2020.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended JuneSeptember 30, 2020 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

44

 

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, the Company and/or its subsidiary are a party to claims and legal proceedings arising in the ordinary course of business. In the opinion of the Company's management, the amount of ultimate liability with respect to such proceedings will not have a material adverse effect on the financial condition or results of operations of the Company taken as a whole.

 

Item 1A RISK FACTORS

 

In addition to the other information set forth in this Form 10-Q you should carefully consider the risk factors that appeared under Item 1A, “Risk Factors” in the Company’s 2019 Annual Report. There are no material changes from the risk factors included within the Company’s 2019 Annual Report, other than the risks described below.

 

The economic impact of the novel COVID-19 outbreak could adversely affect our financial condition and results of operations.

 

In December 2019, a novel coronavirus (COVID-19) was reported in China, and, in March 2020, the World Health Organization declared it a pandemic. On March 12, 2020, the President of the United States declared the COVID-19 outbreak in the United States a national emergency. The COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments have ordered non-essential businesses to close and residents to shelter in place at home. This has resulted in an unprecedented slow-down in economic activity and a related increase in unemployment. Since the COVID-19 outbreak, over 50 million people have filed claims for unemployment, and bank stocks have significantly declined in value. In response to the COVID-19 outbreak, the Federal Reserve Board has reduced the benchmark fed funds rate to a target range of 0% to 0.25%, and the yields on 10 and 30-year treasury notes have declined to historic lows. Various state governments and federal agencies are requiring lenders to provide forbearance and other relief to borrowers (e.g., waiving late payments and other fees). The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and passed legislation providing relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. Certain industries have been particularly hard-hit, including the travel and hospitality industry, the restaurant industry and the retail industry. Finally, the spread of the coronavirus has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences. We may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners.

 

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the COVID-19 can be controlled and abated and when and how the economy may be reopened.

 

As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

 

demand for our products and services may decline, making it difficult to grow assets and income;

if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;

collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;

our allowance for loan losses may have to be increased related to a deterioration in the credit quality of borrowers or the inability of borrowers to satisfy their obligations to the Company (and any related forbearances or restructurings that may be implemented) which will adversely affect our net income;

the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;

the value of securities in our investment portfolio may decline if, for example, the general economy deteriorates, inflation increases, credit ratings decline, the issuers’ financial condition deteriorates or the liquidity for debt securities declines;

material decreases in net income or a net loss over several quarters could result in a decrease in the rate or discontinuation of our quarterly cash dividend;

we rely on third party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on us; and

Federal Deposit Insurance Corporation premiums may increase if the agency experiences additional resolution costs.

 

Moreover, our future success and profitability substantially depends on the management skills of our executive officers and directors, many of whom have held officer and director positions with us for many years. The unanticipated loss or unavailability of key employees due to the outbreak could harm our ability to operate our business or execute our business strategy. We may not be successful in finding and integrating suitable successors in the event of key employee loss or unavailability.

 

Any one or a combination of the factors identified above could negatively impact our business, financial condition and results of operations and prospects.

 

Our participation in the SBA PPP loan program exposes us to risks related to noncompliance with the PPP, as well as litigation risk related to our administration of the PPP loan program, which could have a material adverse impact on our business, financial condition and results of operations.

 

We are a participating lender in the PPP, a loan program administered through the SBA, that was created to help eligible businesses, organizations and self-employed persons fund their operational costs during the COVID-19  pandemic. We funded 1,0891,218 PPP loans in the aggregate principal amount of $116.2$119.1 million through JuneSeptember 30, 2020.  Under the PPP, the SBA guarantees 100% of the amounts loaned under the PPP. Because the PPP opened on April 3, 2020, very shortly after the enactment of the CARES Act, there is some ambiguity in the laws, rules and guidance regarding the operation of the PPP, which exposes us to risks relating to noncompliance with the PPP. In addition, a few other financial institutions have experienced litigation related to their process and procedures used in processing applications for the PPP. Any financial liability, regulatory enforcement, litigation costs or reputational damage stemming from our participation in the PPP and any related litigation could have a material adverse impact on our business, financial condition and results of operations. In addition, we may be exposed to credit risk on PPP loans if the SBA determines that there is a deficiency in the manner we originated, funded or serviced a PPP loan. If the SBA identifies a deficiency, the SBA may deny its liability under the guaranty for the affected loan or loans, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency.

 

 

ITEM2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

          (a) None.

 

(b) None.

 

(c) None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 


 

ITEM 6. EXHIBITS

 

The following documents are included or incorporated by reference in this Quarterly Report on Form 10Q:

 

3.1

Articles of Incorporation as amended of Registrant included as exhibit 3.1 to the Registrant’s Form S-4, File No. 333-84534, which is incorporated by reference herein.

 

 

3.2

Bylaws of Registrant as amended on March 16, 2011 included as exhibit 3.2 to the Registrant’s Form 10-K for December 31, 2010, which is incorporated by this reference herein.

  

  

3.3

Amendment of the Articles of Incorporation of Registrant dated November 1, 2002, is included as exhibit 3.3 to the Registrant’s 10-Q for September 30, 2005, which is incorporated by this reference herein.

 

 

3.4

Amendment of the Articles of Incorporation of Registrant dated August 17, 2005, is included as exhibit 3.4 to the Registrant’s 10-Q for September 30, 2005, which is incorporated by this reference herein.

 

 

4

Specimen form of certificate for Plumas Bancorp included as exhibit 4 to the Registrant’s Form S-4, File No. 333-84534, which is incorporated by reference herein.

 

 

4.1Description of Securities of Plumas Bancorp Registered Under Section 12 of the Exchange Act, is included as exhibit 4.1 to the Registrant's 10-K for December 31, 2019, which is incorporated by this reference herein.

10.1

Executive Salary Continuation Agreement of Andrew J. Ryback dated December 17, 2008, is included as exhibit 10.1 to the Registrant’s 10-K for December 31, 2008, which is incorporated by this reference herein.

 

 

10.2

Split Dollar Agreement of Andrew J. Ryback dated August 23, 2005, is included as Exhibit 10.2 to the Registrant’s 8-K filed on October 17, 2005, which is incorporated by this reference herein.

 

 

10.3 

Amendment to Salary Continuation Agreement of Andrew J. Ryback dated April 1, 2019, is included as Exhibit 10.1 to the Registrant’s 8-K filed on April 2, 2019, which is incorporated by this reference herein.

  

10.4

Amendment to Salary Continuation Agreement of Richard L. Belstock dated April 1, 2019, is included as Exhibit 10.2 to the Registrant’s 8-K filed on April 2, 2019, which is incorporated by this reference herein.

  

10.5

Amendment to Salary Continuation Agreement of BJ North dated April 1, 2019, is included as Exhibit 10.3 to the Registrant’s 8-K filed on April 2, 2019, which is incorporated by this reference herein.

  

10.6

Salary Continuation Agreement of Aaron Boigon dated April 1, 2019, is included as Exhibit 10.4 to the Registrant’s 8-K filed on April 2, 2019, which is incorporated by this reference herein.

  

10.7

Promissory Note Dated October 24, 2013, is included as Exhibit 10.6 to the Registrant’s 10-Q filed on  November 7, 2013, which is incorporated by this reference herein.

  

  

10.8Renewal, Extension , and Modification of Loan, is included as Exhibit 10.8 to the Registrant's 10-Q filed on May 6, 2020, which is incorporated by this reference herein.
  

10.9

Amendment to Salary Continuation Agreement of Andrew J. Ryback dated April 1, 2016, is included as Exhibit 10.1 to the Registrant’s 8-K filed on April 4, 2016, which is incorporated by this reference herein.

  

  

10.10

Salary Continuation Agreement of Richard L. Belstock dated April 1, 2016, is included as Exhibit 10.2 to the Registrant’s 8-K filed on April 4, 2016, which is incorporated by this reference herein.

  

  

10.11

Salary Continuation Agreement of Kerry D. Wilson dated April 1, 2016, is included as Exhibit 10.3 to the Registrant’s 8-K filed on April 4, 2016, which is incorporated by this reference herein.

  

  

10.12

Salary Continuation Agreement of BJ North dated April 1, 2016, is included as Exhibit 10.4 to the Registrant’s 8-K filed on April 4, 2016, which is incorporated by this reference herein.

  

  

10.13

Director Retirement Agreement of Steven M. Coldani dated December 21, 2016, is included as Exhibit 10.13 to the Registrant’s 10-K filed on March 17, 2017, which is incorporated by this reference herein.

  

10.18

Amended and Restated Director Retirement Agreement of Daniel E. West dated May 10, 2000, is included as Exhibit 10.18 to the Registrant’s 10-QSB for June 30, 2002, which is incorporated by this reference herein.

 


 

10.19

Consulting Agreement of Daniel E. West dated May 10, 2000, is included as Exhibit 10.19 to the Registrant’s 10-QSB for June 30, 2002, which is incorporated by this reference herein.

  

10.24

Amended and Restated Director Retirement Agreement of Gerald W. Fletcher dated May 10, 2000, is included as Exhibit 10.24 to the Registrant’s 10-QSB for June 30, 2002, which is incorporated by this reference herein.

  

10.25

Consulting Agreement of Gerald W. Fletcher dated May 10, 2000, is included as Exhibit 10.25 to the Registrant’s 10-QSB for June 30, 2002, which is incorporated by this reference herein.

  

  

10.33

Amended and Restated Director Retirement Agreement of Terrance J. Reeson dated April 19, 2000, is included as Exhibit 10.33 to the Registrant’s 10-QSB for June 30, 2002, which is incorporated by this reference herein.

  

  

10.34

Consulting Agreement of Terrance J. Reeson dated May 10, 2000, is included as Exhibit 10.34 to the Registrant’s 10-QSB for June 30, 2002, which is incorporated by this reference herein.

  

  

10.41

Form of Indemnification Agreement (Plumas Bancorp) is included as Exhibit 10.4110.1 to the Registrant’s 10-Q for March 31, 2009, Registrant's 8-K dated August 19, 2020,which is incorporated by this reference herein.

  

 

10.42

Form of Indemnification Agreement (Plumas Bank) is included as Exhibit 10.4210.2 to the Registrant’s 10-Q for March 31, 2009, Registrant's 8-K dated August 19, 2020,which is incorporated by this reference herein.

 

 

10.47 

2013 Stock Option Plan is included as exhibit 99.1 of the Form S-8 filed September 12, 2013, which is incorporated by this reference herein.

  

  

10.48

Specimen Form of Incentive Stock Option Agreement under the 2013 Stock Option Plan is included as exhibit 99.2 of the Form S-8 filed September 12, 2013, which is incorporated by this reference herein.

  

  

10.49

Specimen Form of Nonqualified Stock Option Agreement under the 2013 Stock Option Plan is included as exhibit 99.3 of the Form S-8 filed September 12, 2013, which is incorporated by this reference herein.

  

  

10.51

First Amendment to Split Dollar Agreement of Andrew J. Ryback, is included as exhibit 10.51 to the Registrant’s 10-K for December 31, 2008, which is incorporated by this reference herein.

  

10.66

Director Retirement Agreement of Robert McClintock, is included as Exhibit 10.66 to the Registrant’s 10-K filed on March 23, 2012, which is incorporated by this reference herein.

 

  

10.67

First Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement for Terrance J. Reeson adopted on September 19, 2007, is included as Exhibit 10.67 to the Registrant’s 8-K filed on September 25, 2007, which is incorporated by this reference herein.

  

10.69

First Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement for Daniel E. West adopted on September 19, 2007, is included as Exhibit 10.69 to the Registrant’s 8-K filed on September 25, 2007, which is incorporated by this reference herein.

  

  

10.70

First Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement for Gerald W. Fletcher adopted on October 9, 2007, is included as Exhibit 10.70 to the Registrant’s 10-Q for September 30, 2007, which is incorporated by this reference herein.

   

  

31.1*

Rule 13a-14(a) [Section 302] Certification of Principal Financial Officer dated August 5,November 4, 2020.

  

  

31.2*

Rule 13a-14(a) [Section 302] Certification of Principal Executive Officer dated August 5,November 4, 2020.

  

  

32.1*

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 5,November 4, 2020.

  

32.2*

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 5,November 4, 2020.

 


 

101.INS*Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
  

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

  

  

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

  

  

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

  

  

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

  

  

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document
  
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 

*

Filed herewith

 

 

SIGNATURES

 

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

 

PLUMAS BANCORP

 

(Registrant)

 

Date: August 5,November 4, 2020

 

 

/s/ Richard L. Belstock

 

Richard L. Belstock

 

Chief Financial Officer

 

 

 

/s/ Andrew J. Ryback

 

Andrew J. Ryback

 

Director, President and Chief Executive Officer

 

 

48