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
SeptemberJune 30, 20222023

 

 

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.)

 

 

5525 Kietzke Lane, Suite 100, Reno, Nevada

89511

(Address of Principal Executive Offices)

(Zip Code)

 

 

Registrant’s Telephone Number, Including Area Code (775) 786-0907

 

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 NovemberAugust 7, 2022023: 5,866,048 s2.5,850,216 shares.hares.

 

 

 

 

 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

PLUMAS BANCORP AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share data)

 

 

September 30,

 

December 31,

  

June 30,

 

December 31,

 
 

2022

  

2021

  

2023

  

2022

 
  

Assets

            

Cash and cash equivalents

 $334,124  $380,584  $91,765  $183,426 

Investment securities available for sale

 383,178  305,914 

Investment securities available for sale, net of allowance for credit losses of $0

 468,920  444,703 

Loans held for sale

 434 31,277  384 2,301 

Loans, less allowance for loan losses of $10,920 at September 30, 2022 and $10,352 at December 31, 2021

 849,703  829,385 

Real estate acquired through foreclosure

 369  487 

Loans, less allowance for credit losses of $13,385 at June 30, 2023 and $10,717 at December 31, 2022

 924,666  903,968 

Other real estate owned

 83  - 

Premises and equipment, net

 18,133  16,424  19,377  18,100 

Bank owned life insurance

 15,910  15,844  15,902  16,020 

Goodwill

 5,502 5,502  5,502 5,502 

Accrued interest receivable and other assets

  45,718   28,657   46,386   47,024 

Total assets

 $1,653,071  $1,614,074  $1,572,985  $1,621,044 
  

Liabilities and Shareholders’ Equity

            
  

Deposits:

          

Non-interest bearing

 $795,880  $736,582  $716,438  $766,549 

Interest bearing

  715,316   702,417   678,722   691,260 

Total deposits

 1,511,196  1,438,999  1,395,160  1,457,809 

Repurchase agreements

 12,955  17,283  20,464  18,624 

Accrued interest payable and other liabilities

 12,160  13,400  18,803  15,297 

Other borrowings

 10,000 - 

Junior subordinated deferrable interest debentures

  10,310   10,310   -   10,310 

Total liabilities

  1,546,621   1,479,992   1,444,427   1,502,040 
  

Commitments and contingencies (Note 5)

              
  

Shareholders’ equity:

          

Common stock, no par value; 22,500,000 shares authorized; issued and outstanding – 5,848,716 shares at September 30, 2022 and 5,816,991 at December 31, 2021

 27,240  26,801 

Common stock, no par value; 22,500,000 shares authorized; issued and outstanding – 5,864,448 shares at June 30, 2023 and 5,850,216 at December 31, 2022

 27,739  27,372 

Retained earnings

 121,505  105,681  139,191  128,388 

Accumulated other comprehensive (loss) income, net

  (42,295)  1,600 

Accumulated other comprehensive loss, net

  (38,372)  (36,756)

Total shareholders’ equity

  106,450   134,082   128,558   119,004 

Total liabilities and shareholders’ equity

 $1,653,071  $1,614,074  $1,572,985  $1,621,044 

 

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 Nine Months Ended

  

For the Three Months Ended

 

For the Six Months Ended

 
 

September 30,

  

September 30,

  

June 30,

  

June 30,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

  

2023

  

2022

 

Interest Income:

                

Interest and fees on loans

 $11,637  $12,384  $32,933  $31,029  $13,388  $10,992  $26,041  $21,302 

Interest and fees on loans held for sale

 50 219 485 441  5  123  46  429 

Interest on investment securities

 2,552  1,157  6,024  3,103  3,865  1,941  7,593  3,473 

Other

  1,766   109   2,595   213   965   661   2,330   829 

Total interest income

 16,005  13,869  42,037  34,786  18,223  13,717  36,010  26,033 

Interest Expense:

                

Interest on deposits

 183  228  561  565  864  183  1,331  377 

Interest on junior subordinated deferrable interest debentures

 89  90  267  255  -  90  141  179 

Other

  17   1   50   6   120   16   150   34 

Total interest expense

  289   319   878   826   984   289   1,622   590 

Net interest income before provision for loan losses

 15,716  13,550  41,159  33,960 

Provision for Loan Losses

  300   250   1,000   875 

Net interest income after provision for loan losses

  15,416   13,300   40,159   33,085 

Net interest income before provision for credit losses

 17,239  13,428  34,388  25,443 

Provision for Credit Losses

  1,350   400   2,875   700 

Net interest income after provision for credit losses

  15,889   13,028   31,513   24,743 

Non-Interest Income:

                

Interchange revenue

 864  839  2,478  2,367  824  853  1,539  1,615 

Service charges

 666  636  1,835  1,743  694  604  1,313  1,170 

Gain on sale of loans

 353  -  2,688  591 

(Loss) gain on sale of loans

 (11) 634  219  2,335 

Gain on termination of swaps

 - - 1,707 - 

Other

  671   526   1,867   1,530   636   573   1,290   1,194 

Total non-interest income

  2,554   2,001   8,868   6,231   2,143   2,664   6,068   6,314 

Non-Interest Expenses:

                

Salaries and employee benefits

 4,380  2,940  12,700  8,694  4,866  4,238  9,933  8,320 

Occupancy and equipment

 1,220  1,043  3,468  2,838  1,253  1,111  2,593  2,248 

Other

  2,598   2,618   7,736   6,693   2,979   2,684   5,797   5,139 

Total non-interest expenses

  8,198   6,601   23,904   18,225   9,098   8,033   18,323   15,707 

Income before provision for income taxes

 9,772  8,700  25,123  21,091  8,934  7,659  19,258  15,350 

Provision for Income Taxes

  2,544   2,122   6,497   5,585   2,274   1,979   4,973   3,953 

Net income

 $7,228  $6,578  $18,626  $15,506  $6,660  $5,680  $14,285  $11,397 
  

Basic earnings per share

 $1.24  $1.13  $3.19  $2.87  $1.14  $0.97  $2.44  $1.95 

Diluted earnings per share

 $1.23  $1.12  $3.15  $2.83  $1.12  $0.96  $2.41  $1.93 

 

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 Nine Months Ended

  

For the Three Months Ended

 

For the Six Months Ended

 
 

September 30,

  

September 30,

  

June 30,

  

June 30,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

  

2023

  

2022

 
  

Net income

 $7,228  $6,578  $18,626  $15,506  $6,660  $5,680  $14,285  $11,397 

Other comprehensive income:

 

Other comprehensive loss:

 

Change in net unrealized loss on securities

 (23,356) (2,569) (63,822) (4,548) (7,936) (17,117) (291) (40,466)

Change in unrealized gain on cash flow hedge

  489   29   1,506   418  -  361  (295) 1,017 

Less: reclassification adjustments for net gain included in net income

  -   -   (1,707)  - 

Net unrealized holding loss

 (22,867) (2,540) (62,316) (4,130) (7,936) (16,756) (2,293) (39,449)

Related tax effect:

  

Change in net unrealized loss on securities

 6,904  760  18,866  1,344  2,346  5,060  85  11,962 

Change in unrealized gain on cash flow hedge

  (145)  (9)  (445)  (123) -  (107) 87  (300)

Reclassification of gain included in net income

 - - 505 - 

Income tax effect

  6,759   751   18,421   1,221   2,346   4,953   677   11,662 

Other comprehensive loss

  (16,108)  (1,789)  (43,895)  (2,909)  (5,590)  (11,803)  (1,616)  (27,787)

Total comprehensive (loss) income

 $(8,880) $4,789  $(25,269) $12,597 

Total comprehensive income (loss)

 $1,070  $(6,123) $12,669  $(16,390)

 

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, 2020

 5,182,232  $7,656  $87,753  $4,745  $100,154 

Net Income

    15,506   15,506 

Other comprehensive loss

     (2,909) (2,909)

Cash dividends on common stock

    (2,267)  (2,267)

Issuance of common stock

 598,020 18,657   18,657 

Exercise of stock options and tax effect

 30,304  216    216 

Stock-based compensation expense

      176         176 

Balance, September 30, 2021

  5,810,556  $26,705  $100,992  $1,836  $129,533 
                      

Balance, December 31, 2021

 5,816,991  $26,801  $105,681  $1,600  $134,082  5,816,991  $26,801  $105,681  $1,600  $134,082 

Net Income

    18,626   18,626     11,397   11,397 

Other comprehensive loss

     (43,895) (43,895)     (27,787) (27,787)

Cash dividends on common stock

    (2,802)  (2,802)    (1,866)  (1,866)

Issuance of restricted shares

 1,650       - 

Exercise of stock options and tax effect

 30,075  277    277  27,575  215    215 

Stock-based compensation expense

      162         162       117         117 

Balance, September 30, 2022

  5,848,716  $27,240  $121,505  $(42,295) $106,450 

Balance, June 30, 2022

  5,844,566  $27,133  $115,212  $(26,187) $116,158 
           

Balance, December 31, 2022

 5,850,216  $27,372  $128,388  $(36,756) $119,004 

Cumulative change from adoption of ASU 2016-13

    (554)  (554)

Net Income

    14,285   14,285 

Other comprehensive loss

     (1,616) (1,616)

Cash dividends on common stock

    (2,928)  (2,928)

Exercise of stock options and tax effect

 14,232  168    168 

Stock-based compensation expense

      199         199 

Balance, June 30, 2023

  5,864,448  $27,739  $139,191  $(38,372) $128,558 

 

See notes to unaudited condensed consolidated financial statements.  

 

 


 

 

PLUMAS BANCORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

 

For the Nine Months Ended

  

For the Six Months Ended

 
 

September 30,

  

June 30,

 
 

2022

  

2021

  

2023

  

2022

 

Cash Flows from Operating Activities:

            

Net income

 $18,626  $15,506  $14,285  $11,397 

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

          

Provision for loan losses

 1,000  875 

Provision for credit losses

 2,875  700 

Change in deferred loan origination costs/fees, net

 (2,188) (1,488) (249) (1,530)

Depreciation and amortization

 1,412  1,219  778  911 

Stock-based compensation expense

 162  176  199  117 

Amortization of investment security premiums

 860  832  639  548 

Provision from change in OREO valuation

 - 37 

Loss on sale of other vehicles

 54  - 

Loss on sale of OREO

 5 - 

Accretion of investment security discounts

 (393) (65)

(Gain) loss on sale of other vehicles

 (10) 39 

Gain on sale of loans held for sale

 (2,688) (591) (219) (2,335)

Loans originated for sale

 (22,536) (32,726) (1,361) (14,189)

Proceeds from loan sales

 53,619  8,254  5,338  42,152 

Earnings on bank-owned life insurance

 (281) (279) (204) (187)

Decrease (increase) in accrued interest receivable and other assets

 3,615  (2,346)

(Decrease) increase in accrued interest payable and other liabilities

  (1,240)  1,030 

Net cash provided by (used in) operating activities

  50,420   (9,501)

Decrease in accrued interest receivable and other assets

 804  2,671 

Increase (decrease) in accrued interest payable and other liabilities

  2,923   (2,262)

Net cash provided by operating activities

  25,405   37,967 
  

Cash Flows from Investing Activities:

            

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

 23,153  32,471  15,514  15,504 

Proceeds from matured and called available-for-sale securities

 470  500  1,135  470 

Purchases of available-for-sale securities

 (165,385) (133,747) (41,403) (116,198)

Purchase of FHLB stock

 (514) (231) (1,270) (514)

Purchase of FRB stock

 (5) (706) (4) (4)

Net (increase) decrease in loans

 (17,996) 29,340 

Cash acquired in acquisition, net of consideration paid

 - 23,631 

Net increase in loans

 (25,883) (23,237)

Proceeds from sale of OREO

 113 56  - 113 

Proceeds from sale of other vehicles

 445  180  337  346 

Proceeds from bank owned life insurance

 215 -  322 - 

Purchase of premises and equipment

  (2,720)  (190)  (1,935)  (2,461)

Net cash used in investing activities

  (162,224)  (48,696)  (53,187)  (125,981)

 

Continued on next page.

 


 

PLUMAS BANCORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

(Continued)

 

 

For the Nine Months Ended

  

For the Six Months Ended

 
 

September 30,

  

June 30,

 
 

2022

  

2021

  

2023

  

2022

 

Cash Flows from Financing Activities:

            

Net increase in demand, interest bearing and savings deposits

 $81,184  $259,606 

Net decrease in time deposits

 (8,987) (5,846)

Net decrease in securities sold under agreements to repurchase

 (4,328) (428)

Repayment of FHLB advances

 - (5,000)

Net (decrease) increase in demand, interest bearing and savings deposits

 $(104,786) $37,428 

Net increase (decrease) in time deposits

 42,137  (3,825)

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

 1,840  (6,865)

Cash dividends paid on common stock

 (2,802) (2,267) (2,928) (1,866)

Redemption of Trust Preferred Securities

 (10,310) - 

Increase in other borrowings

 10,000 - 

Proceeds from exercise of stock options

  277   216   168   215 

Net cash provided by financing activities

  65,344   246,281 

(Decrease) increase in cash and cash equivalents

 (46,460) 188,084 

Net cash (used in) provided by financing activities

  (63,879)  25,087 

Decrease in cash and cash equivalents

 (91,661) (62,927)

Cash and Cash Equivalents at Beginning of Year

  380,584   184,909   183,426   380,584 

Cash and Cash Equivalents at End of Period

 $334,124  $372,993  $91,765  $317,657 
  

Supplemental Disclosure of Cash Flow Information:

            

Cash paid during the period for:

          

Interest expense

 $885  $793  $1,292  $593 

Income taxes

 $4,215 $6,885  $26 $3,009 

Assets acquired in acquisition plus goodwill recognized, net

 $- $204,960 

Liabilities assumed in acquisition

 $- $181,565 
  

Non-Cash Investing Activities:

            

Real estate and vehicles acquired through foreclosure

 $470  $431  $410  $378 
  

Non-Cash Financing Activities:

            

Common stock retired in connection with the exercise of stock options

 $84  $119  $154  $84 

 

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. In March 2023 the Trusts were dissolved. Plumas Bancorp's Principal Executive Office is located in Reno, Nevada.

 

The Bank operates twelvethirteen branches in California, including branches in Alturas, Chester, Chico, Fall River Mills, Greenville, Kings Beach, Portola, Quincy, Redding, Susanville, Tahoe City,  Truckee and Yuba City. The Bank's Yuba Citynewest branch was acquired upon the acquisition of Feather River Bancorp onopened in July 1, 2021.April 2023 and is located in Chico, California. The Bank’s administrative headquarters are in Quincy, California. 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. In addition, the Bank operates a lending office specializing in government-guaranteed lending in Auburn, California, and a commercial/agricultural lending officesoffice 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 $371,000$374,000 and Trust II of $186,000$188,000 are included in accrued interest receivable and other assets on the consolidated balance sheet. sheet at December 31, 2022. 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.sheet at December 31, 2022.  In March 2023 the Company redeemed the debentures and the Trusts were dissolved.

 

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 SeptemberJune 30, 20222023 and the results of its operations and its cash flows for the three and ninesix-month periods. Our condensed consolidated balance sheet at December 31, 20212022 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 20212022 Annual Report to Shareholders on Form 10-K. The results of operations for the three and ninesix-month periods ended SeptemberJune 30, 20222023, 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.

 

7

RevenueAllowance for Credit Losses - Loans

The allowance for credit losses (ACL) is a valuation account that is deducted from Contractsthe loan's amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the recorded loan balance is confirmed as uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Regardless of the determination that a charge-off is appropriate for financial accounting purposes, the Company manages its loan portfolio by continually monitoring, where possible, a borrower's ability to pay through the collection of financial information, delinquency status, borrower discussion and the encouragement to repay in accordance with Customersthe original contract or modified terms, if appropriate.

Management estimates the allowance balance using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Company identified and accumulated loan cohort historical loss data beginning with the first quarter of 2004 and through the current period. In situations where the Company's actual loss history was not statistically relevant, the loss history of peers, defined as financial institutions with assets greater than seven hundred and fifty million and less than three billion, were utilized to create a minimum loss rate.  In its loss forecasting framework, the Company incorporates forward-looking information through the use of macroeconomic scenarios applied over the forecasted life of the assets. These macroeconomic scenarios incorporate variables that have historically been key drivers of increases and decreases in credit losses. These variables include, but are not limited to changes in environmental conditions, such as California unemployment rates, California Housing Prices, California gross domestic product, California Retail Trade Earnings and Wall Street Journal Prime Rate.

A loan is considered to be collateral dependent when repayment is expected to be provided substantially through the operation or sale of the collateral. The ACL on collateral dependent loans is measured using the amortized cost basis of the financial asset less the fair value of the underlying collateral, adjusted for costs to sell when applicable.  If the value of underlying collateral is determined to be less than the recorded amount of the loan, a specific reserve for that loan is recorded. If the Company determines that the loss represented by the specific reserve is uncollectable it records a charge-off for the uncollectable portion.

 

The Company records revenue from contractshas identified the following portfolio segments to evaluate and measure the allowance for credit loss:

Commercial: Primarily based on the cash flow of the borrower, and secondarily on the underlying collateral provided by the borrower. A borrower's cash flow may be unpredictable, and collateral securing these loans may fluctuate in value. Most often, collateral includes accounts receivable, inventory, or equipment. Collateral securing these loans may depreciate over time, may be difficult to appraise, may be illiquid and may fluctuate in value based on the success of the business. Actual and forecast changes in California gross domestic product paired with customers in accordanceCalifornia unemployment are believed to be corollary to losses associated with Accounting Standards Codification Topic 606, “Revenue from Contractsthese credits.

Agricultural: Loans secured by farmland represent unique risks that are associated with Customers” (“Topic 606”). Under Topic 606,the Company must identifyoperation of an agricultural business. The valuation of farmland can vary greatly over time based on the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction priceproperty's access to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation. Significant revenue hasresources including but 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 subjectlimited to ASC 606, including revenue generated from financial instruments, such as the Company’s loanswater, crop prices, foreign exchange rates, government regulation or restrictions, and investment securities. The Company has evaluated the nature of ongoing capital investment needed to maintain the quality of the property. Loans secured by crop production, and livestock are especially vulnerable to two risk factors that are largely outside the control of Company and borrowers: commodity prices and weather conditions.

Real estate - residential: The most significant drivers of potential loss within the Company's residential real estate portfolio relate to general, regional, or individual changes in economic conditions and their effect on employment and borrowers cash flow. Risk in this portfolio is best measured by changes in borrower credit score and loan-to-value. Loss estimates are based on economic outlook and its contracts with customerseffects on employment and determined that further disaggregationthe value of revenue from contracts with customers into more granular categories beyond what is presentedhomes and the Bank’s historical loss experience adjusted to reflect the economic outlook and the unemployment rate.

Real estate - commercial: These credits are primarily susceptible to changes in the Condensed Consolidated Statementsfinancial condition of Income wasthe business operated by the property owner. This may be driven by changes in, among other things, industry challenges, factors unique to the operating geography of the borrower, change in the individual fortunes of the business owner, general economic conditions and changes in business cycles. When default is driven by issues related specifically to the business owner, collateral values tend to provide better repayment support and may result in little or no loss. Alternatively, when default is driven more by general economic conditions, the underlying collateral may have devalued more and thus result in larger losses in the event of default. The terms on these loans at origination typically have maturities from ten to twenty-five years with amortization periods from five to thirty years.

Construction: While secured by real estate, construction loans represent a greater level of risk than term real estate loans due to the nature of the additional risks associated with not necessary.only the completion of construction within an estimated time period and budget, but also the need to either sell the building or reach a level of stabilized occupancy sufficient to generate the cash flows necessary to support debt service and operating costs. The Company generally fully satisfies itsseeks to mitigate the additional risks associated with construction lending by requiring borrowers to comply with lower loan to value ratios and additional covenants as well as strong tertiary support of guarantors. The loss forecasting model applies the historical rate of loss for similar loans over the expected construction life of the asset as adjusted for macroeconomic factors.

Home equity lines of credit (HELOC): Similar to residential real estate term loans, HELOC performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed, charged either on a periodic basis oris also primarily driven by borrower cash flows based on activity. Because performance obligationsemployment status. However, HELOCs carry additional risks associated with the fact that most of these loans are satisfiedsecured by a deed of trust in a position that is junior to the primary lien holder. Furthermore, the risk that as servicesthe borrower's financial strength deteriorates, the outstanding balance on these credit lines may increase as they may only be canceled by the Company if certain limited criteria are rendered andmet. In addition to the transaction prices are fixed, there is little judgment involved in applying Topic 606 that significantly affects the determinationallowance for credit losses maintained as a percent of the amountoutstanding loan balance, the Company maintains additional reserves for the unfunded portion of the HELOC.

Automobile: Automobile loans are susceptible to three primary risks: non-payment due to income loss, over-extension of credit and, timingwhen the borrower is unable to pay, shortfall in collateral value, if any. Typically, non-payment is due to loss of revenue from contractsjob and will follow general economic trends in the marketplace driven primarily by rises in the unemployment rate. Loss of collateral value can be due to market demand shifts, damage to collateral itself or a combination of those factors.

Other: Other loans primarily consist of consumer loans which are similar in nature to automobile loans and overdrafts.

Unfunded commitments: The estimated credit losses associated with customers.these unfunded lending commitments are calculated using the same models and methodologies noted above and incorporate utilization assumptions at time of default. The reserve for unfunded commitments is maintained on the balance sheet in other liabilities.

8

Reclassification

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

 

Loans Held for SaleAccounting Standards Adopted in 2023

 

Included in the loan portfolio are loans which are 75% to 90% guaranteed by the Small Business Administration (SBA), US Department of Agriculture Rural Business-Cooperative Service (RBS) and Farm Service Agency (FSA). The guaranteed portion of these loansOn may be sold to a third party, with the Bank retaining the unguaranteed portion. The Company can receive a premium in excess of the adjusted carrying value of the loan at the time of sale.

As of September 30, 2022 and December 31, 2021January 1, 2023, the Company had $434 thousand and $31.3 million, respectively in SBA government guaranteed loans held for sale. Loans held for sale are recorded at the lower of cost or fair value and therefore may be reported at fair value on a non-recurring basis. The fair values for loans held for sale are based on either observable transactions of similar instruments or formally committed loan sale prices.

Goodwill and Other Intangible Assets

Goodwill arises from business combinations and is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill acquired in a purchase business combination and determined to have an indefinite useful life is not amortized, but is tested for impairment at least annually or more frequently if events and circumstances exist that indicate that a goodwill impairment test should be performed.  Core deposit intangible represents estimated future benefit of deposits related to an acquisition and is booked separately from the related deposits and is evaluated periodically for impairment. The core deposit intangible asset is amortized on an accelerated method over its estimated useful life of ten years.

Pending Accounting Pronouncements

In June 2016, the FASB issuedadopted ASUNo. 2016-13,03 Financial Instruments Credit Losses (Topic 326): 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,Instruments, which replaces the incurred loss methodology. This is referred to as the current expected credit loss (“CECL”) model, will apply to: (1)(CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets subjectmeasured at amortized costs, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit lossesexposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in certain leases. In addition, ASC 326 made changes to the accounting for available for sale debt securities. 

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and (2) certain off-balance sheet credit exposures. This includes, but isResults for the reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration (PCD) that were previously classified as purchased credit impaired (PCI) and accounted for under ASC 310-30. In accordance with the Standard, management did not limited to, loans, leases, held-to- maturity securities, loan commitments, and financial guarantees.reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. 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 thatremaining noncredit discount (based on the lossesadjusted amortized costs basis) will be accreted into interest income at the effective interest rate as of adoption. The Company recognized as allowances rather than reductionsan increase in the amortized costACL for loans totaling $529,000, as a cumulative effect adjustment from change in accounting policies, with a corresponding decrease in retained earnings, net of $156,000 in taxes.  Additionally, the Company recognized an increase in the reserve for unfunded commitments of $257,000, as a cumulative effect adjustment from change in accounting policies, with a corresponding decrease in retained earnings, net of $76,000 in taxes.

On January 1, 2023, the Company adopted ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the securities. Effects of Reference Rate Reform on Financial ReportingThe ASU also simplifies the accounting modelprovides optional expedients and exceptions 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 forapplying GAAP to loan and lease losses. On agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For transactions that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered "minor" so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with October 16, 2019, no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides numerous optional expedients for derivative accounting. In December 2022,the FASB approved a proposal to changeissued ASU 2022-06,Reference Rate Reform (Topic 848): Deferral of the effectiveSunset Date of Topic 848. The ASU 2022-06 deferred the sunset date of ASU No.2020-201604-13 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, 2022,2024. including interim periodsOnce elected for a Topic or an Industry Subtopic within those fiscal periods. Asthe Codification, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The adoption of the ASU provisions did not have a significant impact on the Company’s consolidated financial statements as the Company is a smaller reporting companyhas an insignificant number of financial instruments applicable to this ASU.

On January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and hasVintage Disclosures. The ASU eliminates the recognition and measurement guidance for troubled debt restructurings and requires enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. This ASU also requires enhanced disclosure for loans that have been charged off.  The adoption of the ASU provisions did 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 byhave a significant impact on the Company’s Chief Credit 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. During the second quarter of 2021 we engaged a consultant to perform a model validation of our CECL model and to assist us in documenting all aspects of 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.consolidated financial statements.

 

89

 
 

 

3.   INVESTMENT SECURITIES AVAILABLE FOR SALE

 

The amortized cost and estimated fair value of investment securities at SeptemberJune 30, 20222023 and December 31, 20212022 consisted of the following, in thousands:

 

Available-for-Sale

 

September 30, 2022

  

June 30, 2023

 
   

Gross

 

Gross

      

Gross

 

Gross

   
 

Amortized

 

Unrealized

 

Unrealized

 

Fair

  

Amortized

 

Unrealized

 

Unrealized

 

Fair

 
 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 

Debt securities:

                  

U.S. Treasury securities

 $9,943 $- $(235) $9,708  $9,963 $- $(229) $9,734 

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

  216,373   -   (25,906)  190,467   251,566   72   (24,394)  227,244 

U.S. Government-agencies collateralized by mortgage obligations - commercial

 90,345 - (11,562) 78,783  120,733 158 (14,193) 106,698 

Obligations of states and political subdivisions

  128,673   -   (24,453)  104,220   141,132   365   (16,253)  125,244 
 $445,334  $-  $(62,156) $383,178  $523,394  $595  $(55,069) $468,920 

 

Unrealized losses on available-for-sale investment securities totaling $62,156,000$54,474,000 were recorded, net of $18,373,000$16,102,000 in tax benefit, as accumulated other comprehensive loss within shareholders' equity at SeptemberJune 30, 20222023.  No securities were sold during the ninesix months ended SeptemberJune 30, 20222023.

 

Available-for-Sale

 

December 31, 2021

  

December 31, 2022

 
   

Gross

 

Gross

      

Gross

 

Gross

   
 

Amortized

 

Unrealized

 

Unrealized

 

Fair

  

Amortized

 

Unrealized

 

Unrealized

 

Fair

 
 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 

Debt securities:

                  

U.S. Treasury securities

 $9,950 $- $(243) $9,707 

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

 $150,646  $1,636  $(1,248) $151,034   238,253   214   (24,059)  214,408 

U.S. Government-agencies collateralized by mortgage obligations - commercial

 58,282 11 (1,068) 57,225  112,142 143 (12,704) 99,581 

Obligations of states and political subdivisions

  95,320   2,592   (257)  97,655   138,541   243   (17,777)  121,007 
 $304,248  $4,239  $(2,573) $305,914  $498,886  $600  $(54,783) $444,703 

 

Unrealized gainslosses on available-for-sale investment securities totaling $1,666,000$54,183,000 were recorded, net of $493,000$16,017,000 in tax expense, as accumulated other comprehensive income within shareholders' equity at December 31, 20212022. No securities were sold during the ninesix months ended SeptemberJune 30, 20212022.

 

There were no transfers of available-for-sale investment securities during the ninesix months ended SeptemberJune 30, 20222023 and twelve months ended December 31, 20212022. There were no securities classified as held-to-maturity at SeptemberJune 30, 20222023 or December 31, 20212022.

 

910

 
 

Investment securities with unrealized losses at SeptemberJune 30, 20222023 and December 31, 20212022 are summarized and classified according to the duration of the loss period as follows, in thousands:

 

September 30, 2022

 

Less than 12 Months

  

12 Months or More

  

Total

 

June 30, 2023

 

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. Treasury securities

 $9,708 $235 $- $- $9,708 $235  $2,921 $57 $6,813 $172 $9,734 $229 

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

  158,757   18,387   31,710   7,519   190,467   25,906   96,794   3,265   121,449   21,129   218,243   24,394 

U.S. Government-agencies collateralized by mortgage obligations - commercial

 51,739 5,705 27,044 5,857 78,783 11,562  43,834 1,866 49,050 12,327 92,884 14,193 

Obligations of states and political subdivisions

  90,468  17,592  13,752  6,861  104,220  24,453   33,708  665  71,975  15,588  105,683  16,253 
 $310,672  $41,919  $72,506  $20,237  $383,178  $62,156  $177,257  $5,853  $249,287  $49,216  $426,544  $55,069 

 

December 31, 2021

 

Less than 12 Months

  

12 Months or More

  

Total

 

December 31, 2022

 

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

 $70,742  $1,076  $2,324  $172  $73,066  $1,248 

U.S. Treasury securities

 $9,707 $243 $- $- $9,707 $243 

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

  140,117   12,070   54,017   11,989   194,134   24,059 

U.S. Government-agencies collateralized by mortgage obligations - commercial

 54,214 1,068 - - 54,214 1,068  42,799 2,845 42,363 9,859 85,162 12,704 

Obligations of states and political subdivisions

  22,434   241   515   16   22,949   257   89,092   11,421   16,768   6,356   105,860   17,777 
 $147,390  $2,385  $2,839  $188  $150,229  $2,573  $281,715  $26,579  $113,148  $28,204  $394,863  $54,783 

 

At SeptemberJune 30, 2022,2023, the Company held 373412 securities of which 312131 were in a loss position for less than twelve months and 61249 were in a loss position for twelve months or more. Of the 373412 securities 3 are U.S. Treasury securities, 110124 are U.S. Government-sponsored agencies collateralized by residential mortgage obligations, 3345 were U.S. Government agencies collateralized by commercial mortgage obligations and 227240 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 analyzingFor available-for sale debt securities in an issuer’s financial condition, management considersunrealized loss position, 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 ofCompany September 30, 2022, management does notfirst have the intentassesses whether it intends to sell, these securities, nor does it believeor it is more likely than not that it will be required to sell these securitiesthe security before the recovery of its amortized costcosts basis.  Based on the Company’s evaluationIf either of the above and other relevant factors,criteria regarding intent or requirement to sell is met, the Company doessecurity's amortized cost basis is written down to fair value through income.  At notJune 30, 2023, believeneither of the criteria regarding intent or requirement to sell was met for any of securities that are in an unrealized loss position as of September 30, 2022 are other than temporarily impaired.position.

 

The amortized cost and estimated fair value of investment in debt securities at SeptemberJune 30, 20222023 by contractual maturity are shown below, in thousands.

 

 

Amortized Cost

  

Estimated Fair Value

  

Amortized Cost

  

Estimated Fair Value

 

Within one year

 $731  $730  $7,528  $7,432 

After one year through five years

 15,976  15,600  10,075  9,838 

After five years through ten years

 11,767  10,940  11,053  10,671 

After ten years

 110,142  86,658  122,439  107,037 

Investment securities not due at a single maturity date:

          

Government- agencies commercial mortgage-backed securities

 90,345 78,783  120,733 106,698 

Government-sponsored agencies residential mortgage-backed securities

  216,373   190,467   251,566   227,244 
 $445,334  $383,178  $523,394  $468,920 

 

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 $156,024,000$302,590,000 and $134,749,000$189,358,000 and estimated fair values totaling $132,998,000$267,514,000 and $134,791,000$166,728,000 at SeptemberJune 30, 20222023 and December 31, 20212022, respectively, were pledged to secure deposits, repurchase agreements and repurchase agreements.Federal Reserve Bank borrowings. 

  

1011

 
 
 

4. LOANS AND THE ALLOWANCE FOR LOANCREDIT LOSSES

 

Outstanding loans are summarized below, in thousands:

 

 

September 30,

 

December 31,

  

June 30,

 

December 31,

 
 

2022

  

2021

  

2023

  

2022

 
  

Commercial

 $73,227  $99,804  $74,958  $76,680 

Agricultural

 124,894  126,456  126,841  122,873 

Real estate – residential

 15,999  15,837  14,878  15,324 

Real estate – commercial

 457,624  418,609  517,289  516,107 

Real estate – construction and land development

 55,511  51,526  56,331  43,420 

Equity lines of credit

 34,568  32,793  35,877  35,891 

Auto

 91,425  89,046  103,050  96,750 

Other

  4,728   4,516   5,990   4,904 

Total loans

 857,976  838,587  935,214  911,949 

Deferred loan costs, net

 2,647  1,150   2,837   2,736 

Allowance for loan losses

  (10,920)  (10,352)

Loans, amortized cost basis

 938,051 914,685 

Allowance for credit losses

  (13,385)  (10,717)

Total net loans

 $849,703  $829,385  $924,666  $903,968 

To estimate expected losses the Company generally utilizes historical loss trends and the remaining contractual lives of the loan portfolios to determine estimated credit losses through a reasonable and supportable forecast period. Individual loan credit quality indicators including loan grade and borrower repayment performance have been statistically correlated with historical credit losses and various econometrics, including California unemployment rates, California Housing Prices, California gross domestic product, California Retail Trade Earnings and Wall Street Journal Prime Rate. Model forecasts may be adjusted for inherent limitations or biases that have been identified through independent validation and back-testing of model performance to actual realized results. At both January 1, 2023, the adoption and implementation date of ASC Topic 326, and June 30, 2023, the Company utilized a reasonable and supportable forecast period of approximately four quarters and obtained the forecast data from publicly available sources. The Company also considered the impact of portfolio concentrations, changes in underwriting practices, imprecision in its economic forecasts, and other risk factors that might influence its loss estimation process. Management believes that the allowance for credit losses at June 30, 2023 appropriately reflected expected credit losses inherent in the loan portfolio at that date.

In determining the allowance for credit losses, accruing loans with similar risk characteristics are generally evaluated collectively. The Company's policy is that loans designated as nonaccrual no longer share risk characteristics similar to other loans evaluated collectively and as such, all nonaccrual loans are individually evaluated for reserves. As of June 30, 2023 the Bank's nonaccrual loans comprised the entire population of loans individually evaluated.  The Company's policy is that nonaccrual loans also represent the subset of loans where borrowers are experiencing financial difficulty where an evaluation of the source of repayment is required to determine if the nonaccrual loans should be categorized as collateral dependent. 

The implementation of CECL also impacted the Company's ACL on unfunded loan commitments, as the ACL now represents expected credit losses over the contractual life of commitments not identified as unconditionally cancellable by the Company.  The Reserve for Unfunded Commitments is estimated using the same reserve or coverage rates calculated on collectively evaluated loans following the application of a funding rate to the amount of the unfunded commitment.  The funding rate represents management's estimate of the amount of the current unfunded commitment that will be funded over the remaining contractual life of the commitment and is based on historical data. Under CECL the ACL on unfunded loan commitments remains in Other Liabilities while any related provision expense is included in the provision for credit loss expense.

 

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

 

  

September 30,

  

December 31,

 
  

2022

  

2021

 
         

Balance, beginning of period

 $10,352  $9,902 

Provision charged to operations

  1,000   1,125 

Losses charged to allowance

  (855)  (938)

Recoveries

  423   263 

Balance, end of period

 $10,920  $10,352 

The recorded investment in impaired loans totaled $1,354,000 and $4,857,000 at September 30, 2022 and December 31, 2021, respectively. The Company had specific allowances for loan losses of $21,000 on impaired loans of $169,000 at September 30, 2022 as compared to specific allowances for loan losses of $28,000 on impaired loans of $273,000 at December 31, 2021. The balance of impaired loans in which no specific reserves were required totaled $1,185,000 and $4,584,000 at September 30, 2022 and December 31, 2021, respectively. The average recorded investment in impaired loans for the nine months ended September 30, 2022 and September 30, 2021 was $1,369,000 and $2,610,000, respectively. The Company recognized  $16,000 and $14,000 in interest income for impaired loans during the three months ended September 30, 2022 and 2021, respectively. The Company recognized  $46,000 and $45,000 in interest income for impaired loans during the nine months ended September 30, 2022 and 2021, respectively. No interest was recognized on nonaccrual loans accounted on a cash basis during the nine months ended September 30, 2022 and 2021.

Included in impaired loans are troubled debt restructurings. The Company evaluates loan extensions or modifications 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 September 30, 2022 and December 31, 2021 was $881,000 and $897,000, respectively. The Company has allocated  $21,000 and $28,000 of specific reserves on loans to customers whose loan terms have been modified in troubled debt restructurings as of September 30, 2022 and December 31, 2021. The Company has not committed to lend additional amounts on loans classified as troubled debt restructurings at September 30, 2022 and December 31, 2021.

There were no troubled debt restructurings that occurred during the nine months ending September 30, 2022 or September 30, 2021. There were no troubled debt restructurings for which there was a payment default within twelve months following the modification during the nine months ended September 30, 2022 and 2021, respectively.

  

June 30,

  

December 31,

 
  

2023

  

2022

 
         

Balance, beginning of period

 $10,717  $10,352 

Cumulative change from adoption of ASU 2016-13

  529   - 

Provision charged to operations - loans

  2,550   1,300 

Losses charged to allowance

  (738)  (1,461)

Recoveries

  327   526 

Balance, end of period

 $13,385  $10,717 

 

1112

At September 30, 2022 and December 31, 2021, nonaccrual loans totaled $1,485,000 and $4,863,000, respectively. Interest foregone on nonaccrual loans totaled $18,000 for the three months ended September 30, 2022. A net recovery of $4,000 in interest on nonacrual loans was recorded during the three months ended September 30, 2021.  Interest foregone on nonaccrual loans totaled $169,000 and $325,000 for the nine months ended September 30, 2022 and 2021, respectively. There were no loans past due 90 days or more and on accrual status at September 30, 2022 and December 31, 2021.

Salaries and employee benefits totaling $769,000$509,000 and $866,000$875,000 have been deferred as loan origination costs during the three months ended SeptemberJune 30, 20222023 and 2021,2022, respectively. Salaries and employee benefits totaling $2,706,000$1,071,000 and $2,379,000$1,937,000 have been deferred as loan origination costs during the ninesix months ended SeptemberJune 30, 20222023 and 20212022,, 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 describedabove-described process are considered to be pass-rated loans.

 

Purchased Credit Impaired Loans (PCI):

Upon the acquisition of Feather River BancorpFor other loans, which are primarily consumer loans and automobile loans the Company acquired loans, for which there was, at acquisition, evidence of deterioration ofevaluates credit quality since originationbased on the aging status of the loan and it was probable, at acquisition, that all contractually required payments would not be collected.  The carrying amount of those loans at September 30, 2022 and December 31, 2021 was $304,000 and $496,000, respectively.  The carrying amount at September 30, 2022 reflects an outstanding balance of $324,000 net of an unaccretable discount of $20,000. The carrying amount at December 31, 2021 reflects an outstanding  balance of  $517,000 net of an unaccretable discount of $21,000.    

Accretable yield, or income expected to be collected, is as follows:          

(in thousands)

    

Balance at December 31, 2021

 $28 

Additions

  - 

Removals1

  (10)

Accretion

  

(4

)

Balance at September 30, 2022

 $14 

1 Represents the accretable difference that is relieved when a loan exits the PCI population due to payoff, full charge-off, or transfer to repossessed assets, etc.by payment activity.  

 

1213

 
 

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

 

September 30, 2022

 

Commercial Credit Exposure

 
 

Credit Risk Profile by Internally Assigned Grade

  

Term Loans - Amortized Cost Basis by Origination Year and Risk Grades - As of June 30, 2023

         

Grade:

 

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Total

 

(in thousands)

 

2023

 

2022

 

2021

 

2020

 

2019

 

Prior

 

Revolving Loans Book Amortized Cost Basis

 

Revolving Loans Converted to Term Amortized Cost Basis

 

Total - Amortized Cost Basis

 

Commercial

                    

Pass

 $70,783  $122,006  $15,782  $453,399  $55,428  $34,146  $751,544  $6,850  $23,292  $11,515  $4,931  $5,015  $6,003  $15,381  $-  $72,987 

Special Mention

 2,378  2,564  -  2,527  -  -  7,469   -  49  421  316  -  21  1,572  -  2,379 

Substandard

 66  324  217  1,698  83  422  2,810   -   -   197   47   -   -   -   -   244 

Doubtful

  -   -   -   -   -   -   - 

Total Commercial loans

 $6,850  $23,341  $12,133  $5,294  $5,015  $6,024  $16,953  $-  $75,610 

Current period gross charge-offs

 $- $- $40 $- $- $9 $- $- $49 
                    

Agricultural

                    

Pass

 $3,335  $19,008  $13,624  $15,572  $11,874  $21,804  $20,241  $-  $105,458 

Special Mention

  1,265  3,353  97  1,034  -  789  608  -  7,146 

Substandard

  105   5,013   4,980   -   1,251   986   2,259   -   14,594 

Total Agricultural

 $4,705  $27,374  $18,701  $16,606  $13,125  $23,579  $23,108  $-  $127,198 

Current period gross charge-offs

 $- $- $- $- $- $- $- $- $- 
                    

Real Estate - Residential

                    

Pass

 $1,396  $1,073  $2,282  $2,490  $572  $6,146  $512  $-  $14,471 

Special Mention

  -  -  -  -  63  -  -  -  63 

Substandard

  -   -   -   -   -   380   -   -   380 

Total Real Estate - Residential

 $1,396  $1,073  $2,282  $2,490  $635  $6,526  $512  $-  $14,914 

Current period gross charge-offs

 $- $- $- $- $- $- $- $- $- 
                    

Real Estate -Commercial

                    

Pass

 $30,230  $109,983  $83,709  $91,131  $40,914  $147,147  $7,932  $-  $511,046 

Special Mention

  -  -  -  -  367  2,722  -  -  3,089 

Substandard

  146   13   -   -   -   2,756   -   -   2,915 

Total Real Estate -Commercial

 $30,376  $109,996  $83,709  $91,131  $41,281  $152,625  $7,932  $-  $517,050 

Current period gross charge-offs

 $- $- $- $- $- $- $- $- $- 
                    

Real Estate -Construction

                    

Pass

 $6,906  $29,460  $15,650  $2,628  $626  $590  $-  $-  $55,860 

Special Mention

  -  -  -  -  -  -  -  -  - 

Substandard

  -  -  -  -  -  -  -  -  - 

Total Real Estate -Construction

 $6,906  $29,460  $15,650  $2,628  $626  $590  $-  $-  $55,860 

Current period gross charge-offs

 $- $- $- $- $- $- $- $- $- 
                    

Equity LOC

                    

Pass

 $-  $-  $-  $-  $-    $35,028  $943  $35,971 

Substandard

  -   -   -   -   -      161   566   727 

Total Equity LOC

 $-  $-  $-  $-  $-  $-  $35,189  $1,509  $36,698 

Current period gross charge-offs

 $- $- $- $- $- $- $- $- $- 
                    

Total

 $73,227  $124,894  $15,999  $457,624  $55,511  $34,568  $761,823                     

Pass

 $48,717  $182,816  $126,780  $116,752  $59,001  $181,690  $79,094  $943  $795,793 

Special Mention

  1,265  3,402  518  1,350  430  3,532  2,180  -  12,677 

Substandard

  251  5,026  5,177  47  1,251  4,122  2,420  566  18,860 

Total

 $50,233 $191,244 $132,475 $118,149 $60,682 $189,344 $83,694 $1,509 $827,330 

Current period gross charge-offs

 $- $- $40 $- $- $9 $- $- $49 
                    

Auto

                    

Performing

 $21,684 $36,976 $19,647 $10,816 $8,802 $5,973 $- $- $103,898 

Non-performing

  133 100 143 213 169 40 - - 798 

Total Auto

 $21,817 $37,076 $19,790 $11,029 $8,971 $6,013 $- $- $104,696 

Current period gross charge-offs

 $- $99 $257 $83 $102 $63 $- $- $604 
                    

Other

                    

Performing

 $115 $2,160 $1,002 $401 $128 $1,029 $175 $- $5,010 

Non-performing

  1,005 - 10 - - - - - 1,015 

Total Other

 $1,120 $2,160 $1,012 $401 $128 $1,029 $175 $- $6,025 

Current period gross charge-offs

 $- $51 $17 $4 $9 $3 $1 $- $85 
                    

Total

                    

Performing

 $21,799 $39,136 $20,649 $11,217 $8,930 $7,002 $175 $- $108,908 

Non-performing

  1,138 100 153 213 169 40 - -  1,813 

Total

 $22,937 $39,236 $20,802 $11,430 $9,099 $7,042 $175 $- $110,721 

Current period gross charge-offs

 $- $150 $314 $87 $111 $75 $1 $- $738 

 

14


 

December 31, 2022

 

Commercial Credit Exposure

 
  

Credit Risk Profile by Internally Assigned Grade

 

Grade:

 

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Total

 

Pass

 $68,577  $111,276  $14,932  $510,504  $43,337  $35,475  $784,101 

Special Mention

  8,047   10,651   161   3,934   -   -   22,793 

Substandard

  56   946   231   1,669   83   416   3,401 

Doubtful

  -   -   -   -   -   -   - 

Total

 $76,680  $122,873  $15,324  $516,107  $43,420  $35,891  $810,295 

 

December 31, 2021

 

Commercial Credit Exposure

 
  

Credit Risk Profile by Internally Assigned Grade

 

Grade:

 

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Total

 

Pass

 $96,052  $124,866  $15,594  $414,175  $51,455  $32,349  $734,491 

Special Mention

  3,721   1,072   150   62   -   -   5,005 

Substandard

  31   518   93   4,372   71   444   5,529 

Doubtful

  -   -   -   -   -   -   - 

Total

 $99,804  $126,456  $15,837  $418,609  $51,526  $32,793  $745,025 
  

Consumer Credit Exposure

 
  

Credit Risk Profile Based on Payment Activity

 
  

December 31, 2022

 
  

Auto

  

Other

  

Total

 

Grade:

            

Performing

 $96,298  $4,904  $101,202 

Non-performing

  452   -   452 

Total

 $96,750  $4,904  $101,654 

 



The following table show information related to impaired loans at December 31, 2022, in thousands.

 

  

Consumer Credit Exposure

  

Consumer Credit Exposure

 
  

Credit Risk Profile Based on Payment Activity

  

Credit Risk Profile Based on Payment Activity

 
  

September 30, 2022

  

December 31, 2021

 
  

Auto

  

Other

  

Total

  

Auto

  

Other

  

Total

 

Grade:

                        

Performing

 $90,776  $4,721  $95,497  $88,525  $4,492  $93,017 

Non-performing

  649   7   656   521   24   545 

Total

 $91,425  $4,728  $96,153  $89,046  $4,516  $93,562 
      

Unpaid

      

Average

  

Interest

 
  

Recorded

  

Principal

  

Related

  

Recorded

  

Income

 

As of December 31, 2022:

 

Investment

  

Balance

  

Allowance

  

Investment

  

Recognized

 
                     

With no related allowance recorded:

                    

Commercial

 $-  $-  $-  $-  $- 

Agricultural

  232   232   -   235   17 

Real estate – residential

  509   541   -   514   29 

Real estate – commercial

  -   -   -   -   - 

Real estate – construction & land

  94   94   -   98   6 

Equity Lines of Credit

  244   301   -   254   - 

Auto

  -   -   -   -   - 

Other

  -   -   -   -   - 

With an allowance recorded:

                    

Commercial

 $-  $-  $-  $-  $- 

Agricultural

  -   -   -   -   - 

Real estate – residential

  169   169   20   170   7 

Real estate – commercial

  -   -   -   -   - 

Real estate – construction & land

  -   -   -   -   - 

Equity Lines of Credit

  -   -   -   -   - 

Auto

  -   -   -   -   - 

Other

  -   -   -   -   - 

Total:

                    

Commercial

 $-  $-  $-  $-  $- 

Agricultural

  232   232   -   235   17 

Real estate – residential

  678   710   20   684   36 

Real estate – commercial

  -   -   -   -   - 

Real estate – construction & land

  94   94   -   98   6 

Equity Lines of Credit

  244   301   -   254   - 

Auto

  -   -   -   -   - 

Other

  -   -   -   -   - 

Total

 $1,248  $1,337  $20  $1,271  $59 

 

1315

 

The following table shows the ending balance of nonaccrual loans by loan category as of the date indicated:

  

Non Performing Loans

 
  

June 30, 2023

  

December 31, 2022

 

(in thousands)

 

Nonaccrual with no allowance for credit losses

  

Total nonaccrual

  

Past due 90 days or more and still accruing

  

Nonaccrual with no allowance for credit losses

  

Total nonaccrual

  

Past due 90 days or more and still accruing

 
                         

Commercial

 $-  $58  $-  $-  $-  $- 

Agricultural

  -   847   5,032   -   -   - 

Real estate – residential

  199   199   -   211   211   - 

Real estate – commercial

  859   859   -   9   9   - 

Real estate – construction & land development

  -   -   -   83   83   - 

Equity lines of credit

  727   727   -   417   417   - 

Auto

  798   798   -   452   452   - 

Other

  10   1,015   -   -   -   - 

Total Gross Loans

 $2,593  $4,503  $5,032  $1,172  $1,172  $- 

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.

At June 30,2023, there were three nonaccrual loans with amortized costs totaling $1,910,000 that had allowances for credit losses totaling $868,000.  No income was recognized on nonaccrual loans accounted on a cash basis during the six months ended June 30, 2023 or the year ended December 31, 2022.

The following table presents the amortized cost basis of loans on June 30, 2023, that were both experiencing financial difficulty and modified during the six months ended June 30, 2023, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financial receivable is also presented below.

  

Term Extension

 

(in thousands)

 

Amortized Cost Basis

  

Total % Class of Financing Receivable

 

Commercial

  1,499   1.98%

Agricultural

  5,246   4.12%

Real Estate - Residential

      0.00%

Real Estate - Commercial

      0.00%

Real Estate - Construction

      0.00%

Equity LOC

      0.00%

Auto

      0.00%

Other

      0.00%

Total

 $6,745   0.72%

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty as of June 30, 2023:

(in thousands)

Weighted-Average Term Extension (in months)

Commercial

6

Agricultural

10

Real Estate - Residential

Real Estate - Commercial

Real Estate - Construction

Equity LOC

Auto

Other

Total

9.1

There were no loans with payment defaults by borrowers experiencing financial difficulty during the quarter ended June 30, 2023, which had material modifications in rate, term or principal forgiveness during the twelve months prior to default.

16

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

 

Nine Months Ended September 30, 2022:

 

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Auto

  

Other

  

Total

 

Allowance for Loan Losses

                   

Six Months Ended June 30, 2023:

 

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Auto

  

Other

  

Total

 

Allowance for credit losses

 

Beginning balance

 $892  $1,086  $138  $4,980  $1,500  $687  $1,289  $145  $10,717 

Impact of CECL Adoption

 354  148  2  1,488  (951) (421) 9  (100) 529 

Charge-offs

 (49) -  -  -  -  -  (604) (85) (738)

Recoveries

 12  -  2  1  -  -  305  7  327 

Provision

  338   244   27   393   317   135   567   529   2,550 

Ending balance

 $1,547  $1,478  $169  $6,862  $866  $401  $1,566  $496  $13,385 

Three Months Ended June 30, 2023:

 

Allowance for credit losses

 

Beginning balance

 $1,074  $791  $168  $4,549  $1,325  $426  $1,911  $108  $10,352  $1,475  $1,307  $162  $6,740  $763  $330  $1,504  $49  $12,330 

Charge-offs

 (169) -  -  (19) -  -  (632) (35) (855) (49) -  -  -  -  -  (311) (70) (430)

Recoveries

 23  -  2  1  -  -  388  9  423  6  -  1    -  -  174  4  185 

Provision

  (104)  215   (36)  (325)  575   216   402   57   1,000   115   171   6   122   103   71   199   513   1,300 

Ending balance

 $824  $1,006  $134  $4,206  $1,900  $642  $2,069  $139  $10,920  $1,547  $1,478  $169  $6,862  $866  $401  $1,566  $496  $13,385 

Three Months Ended September 30, 2022:

                   

Allowance for Loan Losses

                   

Six Months Ended June 30, 2022:

 

Allowance for credit losses

 

Beginning balance

 $902  $1,094  $139  $4,395  $1,759  $593  $1,900  $137  $10,919  $1,074 $791 $168 $4,549 $1,325 $426 $1,911 $108 $10,352 

Charge-offs

 (169) -  -  -  -  -  (213) (4) (386) - - - (19) - - (419) (31) (469)

Recoveries

 6  -  1  1  -  -  76  3  87  17 - 2 - - - 311 6 336 

Provision

  85   (88)  (6)  (190)  141   49   306   3   300   (189)  303  (31)  (135)  434  167  97  54  700 

Ending balance

 $824  $1,006  $134  $4,206  $1,900  $642  $2,069  $139  $10,920  $902  $1,094  $139  $4,395  $1,759  $593  $1,900  $137  $10,919 

Nine Months Ended September 30, 2021:

                   

Allowance for Loan Losses

                   

Three Months Ended June 30, 2022:

                  

Allowance for credit losses

 

Beginning balance

 $950 $757 $164 $5,089 $554 $499 $1,768 $121 $9,902  $893 $947 $132 $4,322 $1,545 $554 $1,880 $129 $10,402 

Charge-offs

 (189) - - - - - (459) (44) (692) - - - - - - (85) (11) (96)

Recoveries

 56 - 3 6 - 2 120 33 220  11 - 1 1 - - 197 3 213 

Provision

  161  134  (37)  150  95  (66)  438  -  875   (2)  147  6  72  214  39  (92)  16  400 

Ending balance

 $978 $891 $130 $5,245 $649 $435 $1,867 $110 $10,305  $902  $1,094  $139  $4,395  $1,759  $593  $1,900  $137  $10,919 

Three Months Ended September 30, 2021:

                   

Allowance for Loan Losses

                   

Beginning balance

 $883 $681 $131 $5,345 $606 $454 $1,910 $118 $10,128 

Charge-offs

 (28) - - - - - (113) (7) (148)

Recoveries

 10 - 1 3 - - 43 18 75 

Provision

  113  210  (2)  (103)  43  (19)  27  (19)  250 

Ending balance

 $978 $891 $130 $5,245 $649 $435 $1,867 $110 $10,305 

September 30, 2022:

                           

Allowance for Loan Losses

                   

June 30, 2022

                  

Allowance for credit losses

 

Ending balance: individually evaluated for impairment

 $-  $-  $21  $-  $-  $-  $-  $-  $21  $16  $-  $23  $-  $-  $-  $-  $-  $39 

Ending balance: collectively evaluated for impairment

  824  1,006  113  4,206  1,900  642  2,069  139  10,899   886   1,094   116   4,395   1,759   593   1,900   137   10,880 

Ending balance

 $824 $1,006 $134 $4,206 $1,900 $642 $2,069 $139 $10,920  $902 $1,094 $139 $4,395 $1,759 $593 $1,900 $137 $10,919 

Loans

                    

Ending balance: individually evaluated for impairment

 $- $234 $683 $93 $96 $248 $- $- $1,354  $19  $235  $691  $97  $98  $254  $-  $-  $1,394 

Ending balance: collectively evaluated for impairment

  73,227  124,660  15,316  457,531  55,415  34,320  91,425  4,728  856,622   84,359   125,572   15,176   447,883   60,793   34,491   87,907   4,577   860,758 

Ending balance

 $73,227 $124,894 $15,999 $457,624 $55,511 $34,568 $91,425 $4,728 $857,976  $84,378 $125,807 $15,867 $447,980 $60,891 $34,745 $87,907 $4,577 $862,152 

 

December 31, 2021:

                   

Allowance for Loan Losses

                   

Year Ended December 31, 2022:

                   

Allowance for credit losses

                   

Beginning balance

 $1,074  $791  $168  $4,549  $1,325  $426  $1,911  $108  $10,352 

Charge-offs

  (207)  -   -   (19)  -   -   (1,195)  (40)  (1,461)

Recoveries

  27   -   3   2   -   -   482   12   526 

Provision

  (2)  295   (33)  448   175   261   91   65   1,300 

Ending balance

 $892  $1,086  $138  $4,980  $1,500  $687  $1,289  $145  $10,717 
                   

Allowance for credit losses

                   

Ending balance: individually evaluated for impairment

 $-  $-  $23  $-  $5  $-  $-  $-  $28  $- $- $20 $- $- $- $- $- $20 

Ending balance: collectively evaluated for impairment

  1,074   791   145   4,549   1,320   426   1,911   108   10,324   892  1,086  118  4,980  1,500  687  1,289  145  10,697 

Ending Balance

 $1,074  $791  $168  $4,549  $1,325  $426  $1,911  $108  $10,352 

Ending balance

 $892 $1,086 $138 $4,980 $1,500 $687 $1,289 $145 $10,717 

Loans

                                      

Ending balance: individually evaluated for impairment

 $-  $238  $557  $3,697  $102  $263  $-  $-  $4,857  $- $232 $678 $- $94 $244 $- $- $1,248 

Ending balance: collectively evaluated for impairment

  99,804   126,218   15,280   414,912   51,424   32,530   89,046   4,516   833,730   76,680  122,641  14,646  516,107  43,326  35,647  96,750  4,904  910,701 

Ending balance

 $99,804  $126,456  $15,837  $418,609  $51,526  $32,793  $89,046  $4,516  $838,587  $76,680 $122,873 $15,324 $516,107 $43,420 $35,891 $96,750 $4,904 $911,949 
                   

 

1417

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

 

       

Total

              

Total

     

September 30, 2022

   

90 Days

   

Past Due

     

June 30, 2023

     

90 Days

   

Past Due

     
 

30-89 Days

 

and Still

   

and

      30-59 Days 60-89 Days and Still   and     
 

Past Due

  

Accruing

  

Nonaccrual

  

Nonaccrual

  

Current

  

Total

  

Past Due

  

Past Due

  

Accruing

  

Nonaccrual

  

Nonaccrual

  

Current

  

Total

 
  

Commercial

 $404  $-  $1  $405  $72,822  $73,227  $270  $618  $-  $58  $946  $74,664  $75,610 

Agricultural

 206 - - 206 124,688 124,894  349  -  5,032  847  6,228  120,970  127,198 

Real estate – residential

 63  -  217  280  15,719  15,999  160  424  -  199  783  14,131  14,914 

Real estate – commercial

 45  -  105  150  457,474  457,624  300  275  -  859  1,434  515,616  517,050 

Real estate - construction & land

 190  -  83  273  55,238  55,511  188  -  -  -  188  55,672  55,860 

Equity Lines of Credit

 277  -  423  700  33,868  34,568  987  -  -  727  1,714  34,984  36,698 

Auto

 1,842  -  649  2,491  88,934  91,425  1,442  390  0  798  2,630  102,066  104,696 

Other

  13   -   7   20   4,708   4,728   0   8   0   1,015   1,023   5,002   6,025 

Total

 $3,040  $-  $1,485  $4,525  $853,451  $857,976  $3,696  $1,715  $5,032  $4,503  $14,946  $923,105  $938,051 

 

       

Total

              

Total

     

December 31, 2021

   

90 Days

   

Past Due

     

December 31, 2022

     

90 Days

   

Past Due

     
 30-89 Days and Still   and      30-89 Days 60-89 Days and Still   and     
 

Past Due

  

Accruing

  

Nonaccrual

  

Nonaccrual

  

Current

  

Total

  

Past Due

  

Past Due

  

Accruing

  

Nonaccrual

  

Nonaccrual

  

Current

  

Total

 
  

Commercial

 $705  $-  $-  $705  $99,099  $99,804  $750  $195  $-  $-  $945  $75,735  $76,680 

Agricultural

 345  -  -  345  126,111  126,456  877 - - - 877 121,996 122,873 

Real estate – residential

 150  -  93  243  15,594  15,837  437  -  -  211  648  14,676  15,324 

Real estate - commercial

 68  -  3,710  3,778  414,831  418,609  3,255  -  -  9  3,264  512,843  516,107 

Real estate - construction & land

 -  -  71  71  51,455  51,526  - - - 83 83 43,337 43,420 

Equity Lines of Credit

 450  -  444  894  31,899  32,793  665  53  -  417  1,135  34,756  35,891 

Auto

 1,679  -  521  2,200  86,846  89,046  1,862  693  -  452  3,007  93,743  96,750 

Other

  122   -   24   146   4,370   4,516   1   14   -   -   15   4,889   4,904 

Total

 $3,519  $-  $4,863  $8,382  $830,205  $838,587  $7,847  $955  $-  $1,172  $9,974  $901,975  $911,949 

 

The following tables show information related to impairedpresent the amortized cost basis of collateral dependent loans by class of loans at SeptemberJune 30, 20222023, in thousands:

 

June 30, 2023

                  
   

Unpaid

   

Average

 

Interest

      

Commercial -1st

 

SFR-1st

 

SFR-2nd

 

SFR-3rd

 

Auto

 

Auto

   
 

Recorded

 

Principal

 

Related

 

Recorded

 

Income

  

Equipment

  

Crops

  

Deed

  

Deed

  

Deed

  

Deed

  

New

  

Used

  

Total

 

As of September 30, 2022:

 

Investment

  

Balance

  

Allowance

  

Investment

  

Recognized

 
  

With no related allowance recorded:

           

Commercial

 $-  $-  $-  $-  $-  $58  $-  $-  $-  $-    $-  $-  $58 

Agricultural

 234  234  -  236  14  -  847    -  -    -  -  847 

Real estate – residential

 514  542  -  514  22  -  -    199  -    -  -  199 

Real estate – commercial

 93  107  -  95  -  -  -  328  341  44  146    -  859 

Real estate – construction & land

 96  96  -  99  5 

Equity Lines of Credit

 248  299  -  255  - 

Auto

 -  -  -  -  - 

Other

 -  -  -  -  - 

With an allowance recorded:

           

Commercial

 $-  $-  $-  $-  $- 

Agricultural

 -  -  -  -  - 

Real estate – residential

 169  169  21  170  5 

Real estate – commercial

 -  -  -  -  - 

Real estate – construction & land

 -  -  -  -  - 

Equity Lines of Credit

 -  -  -  -  - 

Auto

 -  -  -  -  - 

Other

 -  -  -  -  - 

Total:

           

Commercial

 $-  $-  $-  $-  $- 

Agricultural

 234  234  -  236  14 

Real estate – residential

 683  711  21  684  27 

Real estate – commercial

 93  107  -  95  - 

Real estate – construction & land

 96  96  -  99  5 

Real estate - construction & land

 -  -    -  -    -  -  - 

Equity Lines of Credit

 248  299  -  255  -  -  -    400  327    -  -  727 

Auto

 -  -  -  -  -  -  -    -  -    676  122  798 

Other

  -   -   -   -   -   -   -      -   -      -   9   9 

Total

 $1,354  $1,447  $21  $1,369  $46  $58  $847  $328  $940  $371  $146  $676  $131  $3,497 

 

There were no new troubled debt restructurings during the 15twelve


The following tables show information related to impaired loans at months ending December 31, 20212022. , in thousands:

      

Unpaid

      

Average

  

Interest

 
  

Recorded

  

Principal

  

Related

  

Recorded

  

Income

 

As of December 31, 2021:

 

Investment

  

Balance

  

Allowance

  

Investment

  

Recognized

 
                     

With no related allowance recorded:

                    

Commercial

 $-  $-  $-  $-  $- 

Agricultural

  238   238   -   241   18 

Real estate – residential

  386   399   -   387   29 

Real estate – commercial

  3,697   3,834   -   2,188   - 

Real estate – construction & land

  -   -   -   -   - 

Equity Lines of Credit

  263   304   -   275   - 

Auto

  -   -   -   -   - 

Other

  -   -   -   -   - 

With an allowance recorded:

                    

Commercial

 $-  $-  $-  $-  $- 

Agricultural

  -   -   -   -   - 

Real estate – residential

  171   171   23   173   7 

Real estate – commercial

  -   -   -   -   - 

Real estate – construction & land

  102   102   5   105   6 

Equity Lines of Credit

  -   -   -   -   - 

Auto

  -   -   -   -   - 

Other

  -   -   -   -   - 

Total:

                    

Commercial

 $-  $-  $-  $-  $- 

Agricultural

  238   238   -   241   18 

Real estate – residential

  557   570   23   560   36 

Real estate – commercial

  3,697   3,834   -   2,188   - 

Real estate – construction & land

  102   102   5   105   6 

Equity Lines of Credit

  263   304   -   275   - 

Auto

  -   -   -   -   - 

Other

  -   -   -   -   - 

Total

 $4,857  $5,048  $28  $3,369  $60 

There were no troubled debt restructurings for which there was a payment default within twelve months following the modification during the twelve months ended December 31, 2022. 

 

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 $172.3$191.8 million and $162.5$178.7 million and stand-by letters of credit of $0$108,000 and $12 thousand$0 at SeptemberJune 30, 20222023 and December 31, 20212022, respectively.

 

Of the loan commitments outstanding at SeptemberJune 30, 20222023, $34.1$54.1 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.  The reserve for unfunded commitments at June 30, 2023 and December 31, 2022 totaled $924,000 and $341,000, respectively.

 

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 December 31, 2021June 30, 2023..

 

1618

 
 
 

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 Nine Months Ended

  

For the Three Months Ended

 

For the Six Months Ended

 
 

September 30,

  

September 30,

  

June 30,

  

June 30,

 

(In thousands, except per share data)

 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

  

2023

  

2022

 

Net Income:

                

Net income

 $7,228  $6,578  $18,626  $15,506  $6,660  $5,680  $14,285  $11,397 

Earnings Per Share:

                

Basic earnings per share

 $1.24  $1.13  $3.19  $2.87  $1.14  $0.97  $2.44  $1.95 

Diluted earnings per share

 $1.23  $1.12  $3.15  $2.83  $1.12  $0.96  $2.41  $1.93 

Weighted Average Number of Shares Outstanding:

                

Basic shares

 5,845  5,800  5,837  5,397  5,862  5,843  5,858  5,834 

Diluted shares

 5,895  5,885  5,911  5,477  5,929  5,909  5,932  5,913 

 

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 andOptions having an antidilutive effect were approximately 119,000 forduring the three and ninesix-month periods ended SeptemberJune 30, 20222023, and 0 and 5,000 for the three2022 and nine-month periods ended September 30,  2021, respectively

totaled 114,994.

 

7. STOCK-BASED COMPENSATION

In May 2013, the Company established the 2013 Stock Option Plan for which 191,417 shares of common stock are reserved. The 2013 Stock Option 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 or 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.  With the establishment of the Company’s 2022 Equity Incentive Plan, no further options may be issued under the 2013 Stock Option Plan, though options previously granted continue to be outstanding and governed by the plan.

 

In May 2022, the Company’s shareholders approved the 2022 Equity Incentive Plan (the “2022 Plan”), which provides for the grant of up to 576,550 shares of common stock, including 126,550 shares that remained available for grant under the 2013 Stock Option Plan when the 2022 Plan was adopted. The 2022 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The frequency, amount and terms of stock-based awards may be determined by the Board of Directors or its compensation committee, consistent with the terms and purposes of the 2022 plan.

In May 2013, the Company established the 2013 Stock Option Plan for which 172,117 shares of common stock are reserved. With the establishment of the Company’s 2022 Equity Incentive Plan, no further options may be issued under the 2013 Stock Option Plan, though options previously granted continue to be outstanding and governed by the plan.

 

No options were granted during the ninesix months ended SeptemberJune 30, 2021.2023 During the threeand nine2022. months ended September 30, 2022, 117,200 options were granted, all under the 2022 plan, .

The fair value of  each option granted in 2022 was estimated on the date of grant using the following assumptions.

  

2022

 

Expected life of stock options (in years)

  6.1 

Risk free interest rate

  2.96%

Annualized Volatility

  31.8%

Dividend yields

  2.06%

Weighted-average fair value of options granted during the nine months ended September 30, 2022

 $8.85 

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

 

Options outstanding at January 1, 2022

  223,617  $19.71         

Options cancelled

  -   -         

Options exercised

  (32,200)  11.20         

Options outstanding at September 30, 2022

  191,417  $21.15   4.2  $1,382,031 

Options exercisable at September 30, 2022

  131,717  $20.91   3.8  $982,609 

Expected to vest after September 30, 2022

  52,375  $21.66   5.0  $351,533 
  

Shares

  

Weighted Average Exercise Price

  

Weighted Average Remaining Contractual Term in Years

  

Intrinsic Value

 

Options outstanding at January 1, 2023

  189,917  $21.14         

Options exercised

  (17,800)  18.14         

Options outstanding at June 30, 2023

  172,117  $21.45   3.5  $2,450,946 

Options exercisable at June 30, 2023

  142,267  $21.41   3.3  $2,031,573 

Expected to vest after June 30, 2023

  26,187  $21.66   4.3  $367,458 

 

1719

 

A summary of the activity within the 2022 Plan follows: 

 

  

Shares

  

Weighted Average Exercise Price

  

Weighted Average Remaining Contractual Term in Years

  

Intrinsic Value

 

Options outstanding at January 1, 2022

  -   -         

Options granted

  117,200  $31.00         

Options outstanding at September 30, 2022

  117,200  $31.00   9.6  $0 

Options exercisable at September 30, 2022

  -   -   -   - 

Expected to vest after September 30, 2022

  102,820  $31.00   9.6  $0 
  

Shares

  

Weighted Average Exercise Price

  

Weighted Average Remaining Contractual Term in Years

  

Intrinsic Value

 

Options outstanding at June 30, 2023

  117,200   31.00   8.81  $549,668 

Options exercisable at June 30, 2023

  -   -   -   - 

Expected to vest after June 30, 2023

  117,200  $31.00   8.81  $549,668 

 

As of SeptemberJune 30, 20222023, there was $157,000$47,831 of total unrecognized compensation cost related to non-vested, share-based compensation under the 2013 plan. That cost is expected to be recognized over a weighted average period of 1.10.3 years. As of SeptemberJune 30, 20222023, there was $1 million$840,000 of total unrecognized compensation cost related to non-vested stock options, share-based compensation under the 2022 plan. That cost is expected to be recognized over a weighted average period of 4.74.0 years.

 

The total fair value of options vested during the ninesix months ended SeptemberJune 30, 20222023 and 20212022 was $101,000$7,000 and $107,000,$101,000, respectively. The total intrinsic value of options at time of exercise was $830,000$385,000 and $686,000$819,000 for the ninesix months ended SeptemberJune 30, 20222023 and 20212022,, respectively.

 

Compensation cost related to stock options recognized in operating results under the stock option plansplan was $153,000$86,000 and $176,000$59,000 for the ninethree months ended SeptemberJune 30, 20222023 and 20212022,, respectively. The associated income tax benefit recognized was $10,000$6,000 and $12,000$4,000 for each of the ninethree months ended SeptemberJune 30, 20222023 and 20212022,, respectively. Compensation cost related to stock options recognized in operating results under the stock option plansplan was $36,000$173,000 and $58,000$117,000 for the threesix months ended SeptemberJune 30, 20222023 and 2021,2022, respectively. The associated income tax benefit recognized was $2,000$13,000 and $4,000$8,000 for each of the threesix months ended SeptemberJune 30, 20222023 and 2021,2022, respectively.


Cash received from option exercises under the 2013 planplans for the ninesix months ended SeptemberJune 30, 20222023 and 20212022 were $277,000$168,000 and $216,000,$215,000, respectively. The tax benefit realized for the tax deductions from option exercise totaled $55,000$63,000 and $19,000$53,000 for the ninesix months ended SeptemberJune 30, 20222023 and 20212022,, respectively.

 

During the three months ended September 30, 2022 the Company granted 1,650 shares of restricted stock with a fair value of $31 per share and a one year-year vesting period. Compensation costs related to these shares during the three months and six months ended SeptemberJune 30, 2022 2023,totaled $9,000.$13,000 and $26,000, respectively.  As of SeptemberJune 30, 20222023, there was $43,000$4,000 of total unrecognized compensation cost related to restricted stock. That cost is expected to be recognized over a weighted average period of 0.90.1 years.

 

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 ninesix months ended SeptemberJune 30, 20222023.

 

1820

 

 

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.

 

Fair Value of Financial Instruments

 

The carrying amounts and estimated fair values of financial instruments, at SeptemberJune 30, 20222023 follows, in thousands:

  

   

Fair Value Measurements at September 30, 2022, Using:

    

Fair Value Measurements at June 30, 2023, 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

 $334,124  $334,124  $-  $-  $334,124  $91,765  $91,765  $-  $-  $91,765 

Investment securities

 383,178  -  383,178  -  383,178  468,920  -  468,920  -  468,920 

Interest rate swaps

 2,112 - 2,112 - 2,112 

Loans held for sale

 434 - 434 - 434  384 - 384 - 0 

Loans, net

 849,703 - - 809,687 809,687  924,666 - - 900,652 900,652 

FHLB stock

 4,964  -  -  -  N/A  6,234  -  -  -  N/A 

FRB Stock

 1,363 - - - N/A  1,368 - - - N/A 

Accrued interest receivable

 6,594  242  1,955  4,397  6,594  7,881  18  2,684  5,179  7,881 

Financial liabilities:

                      

Deposits

 1,511,196 1,455,821 55,151 - 1,510,972  1,395,160 1,303,837 91,979 - 1,395,816 

Repurchase agreements

 12,955  -  12,955  -  12,955  20,464  -  20,464  -  20,464 

Junior subordinated deferrable interest debentures

 10,310 - - 9,155 9,155 

Note Payable

 10,000 - - 8,647 8,647 

Accrued interest payable

 71  9  43  19  71  411  23  278  110  411 

 

The carrying amounts and estimated fair values of financial instruments, at December 31, 20212022 follows, in thousands:

 

   

Fair Value Measurements at December 31, 2021 Using:

    

Fair Value Measurements at December 31, 2022 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

 $380,584 $380,584 $- $- $380,584  $183,426 $183,426 $- $- $183,426 

Investment securities

 305,914 - 305,914 - 305,914  444,703 - 444,703 - 444,703 

Interest rate swaps

 607 - 607 - 607  2,002 - 2,002 - 2,002 

Loans held for sale

 31,277 - 33,284 - 33,284  2,301 - 2,301 - 2,301 

Loans, net

 829,385 - - 844,764 844,764  903,968 - - 884,814 884,814 

FHLB stock

 4,450 - - - N/A  4,964 - - - N/A 

FRB Stock

 1,358 - - - N/A  1,364 - - - N/A 

Accrued interest receivable

 5,800  3  1,082  4,715  5,800  7,433  63  2,309  5,061  7,433 

Financial liabilities:

                      

Deposits

 1,438,999 1,374,637 65,398 - 1,440,035  1,457,809 1,408,623 49,627 - 1,458,250 

Repurchase agreements

 17,283 - 17,283 - 17,283  18,624 - 18,624 - 18,624 

Junior subordinated deferrable interest debentures

 10,310 - - 7,342 7,342  10,310 - - 7,770 7,770 

Accrued interest payable

 78  9  56  13  78  81  16  40  25  81 

 

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.

 

1921

 
 

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 SeptemberJune 30, 20222023 and December 31, 20212022, and indicate 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 SeptemberJune 30, 20222023 are summarized below, in thousands:

 

   

Fair Value Measurements at

    

Fair Value Measurements at

 
   

September 30, 2022 Using

    

June 30, 2023 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. Treasury securities

 $9,708 $- $9,708 $-  $9,734 $- $9,734 $- 

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

  190,467   -   190,467   -   227,244   -   227,244   - 

U.S. Government agencies collateralized by mortgage obligations-commercial

 78,783 - 78,783 -  106,698 - 106,698 - 

Obligations of states and political subdivisions

 104,220 - 104,220 -   125,244  -  125,244  - 

Interest rate swaps

  2,112  -  2,112  - 
 $385,290  $-  $385,290  $-  $468,920  $-  $468,920  $- 

 

Assets and liabilities measured at fair value on a recurring basis at December 31, 20212022 are summarized below, in thousands:

 

   

Fair Value Measurements at

    

Fair Value Measurements at

 
    

December 31, 2021 Using

     

December 31, 2022 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. Treasury securities

 $9,707 $- $9,707 $- 

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

 $151,034  $-  $151,034  $-   214,408   -   214,408   - 

U.S. Government agencies collateralized by mortgage obligations-commercial

 57,225 - 57,225 - 

U.S. Government-agencies collateralized by mortgage obligations - commercial

 99,581 - 99,581 - 

Obligations of states and political subdivisions

 97,655 - 97,655 -  121,007 - 121,007 - 

Interest rate swaps

  607  -  607  -   2,002  -  2,002  - 
 $306,521  $-  $306,521  $-  $446,705  $-  $446,705  $- 

  

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 20222023 or 20212022. 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.

 

2022

 
 

Assets and liabilities measured at fair value on a non-recurring basis at SeptemberJune 30, 20222023 are summarized below, in thousands:

  

      

Fair Value Measurements at

 
      

September 30, 2022 Using

 
      

Quoted

             
      

Prices in

          

Total

 
      

Active

  

Significant

      

Losses

 
      

Markets for

  

Other

  

Significant

  

Nine Months

 
      

Identical

  

Observable

  

Unobservable

  

Ended

 
      

Assets

  

Inputs

  

Inputs

  

September 30,

 
  

Total Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

  

2022

 

Assets:

                    

Other real estate:

                    

Real estate – commercial

 $369  $-  $-  $369  $- 
      

Fair Value Measurements at

 
      

June 30, 2023 Using

 
      

Quoted

             
      

Prices in

          

Total

 
      

Active

  

Significant

      

Losses

 
      

Markets for

  

Other

  

Significant

  

Six Months

 
      

Identical

  

Observable

  

Unobservable

  

Ended

 
      

Assets

  

Inputs

  

Inputs

  

June 30,

 
  

Total Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

  

2023

 

Assets:

                    

Impaired loans

                    

RE – Agricultural

 $457  $-  $-  $457  $390 

Commercial

  26   -   -   26   32 

Other

  559   -   -   559   446 

Total Loans

 $1,042  $-  $-  $1,042  $868 
                     

Other Real Estate:

                    

RE – Residential

  83  $-  $-  $83  $- 

 

Assets and liabilitiesThere were no assets measured at fair value on a non-recurring basis aton December 31, 20212022 are summarized below, in thousands:

      

Fair Value Measurements at

 
      December 31, 2021 Using 
      

Quoted

             
      

Prices in

          

Total

 
      

Active

  

Significant

      

Losses

 
      

Markets for

  

Other

  

Significant

  

Nine Months

 
      

Identical

  

Observable

  

Unobservable

  

Ended

 
  Total  Assets  Inputs  Inputs  September 30, 
  

Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

  

2021

 

Assets:

                    

Other real estate:

                    

Real estate – commercial

 $487   -   -  $487   37 

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). Impairment charges of $868,000 were recognized during the six months ended June 30, 2023, related to the above impaired loans. No impairment charges were incurred during the six months ended June 30, 2022.

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).

Appraisals for 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 SeptemberJune 30, 20222023 and December 31, 20212022 (dollars in thousands): 

 

                                 
  

Fair Value

  

Fair Value

  

Valuation

      

Range (Weighted Average)

  

Range (Weighted Average)

 

Description

 

9/30/2022

  

12/31/2021

  

Technique

  

Significant Unobservable Input

  

9/30/2022

  

12/31/2021

 
                                 

Other Real Estate:

                                
                                 

RE – Commercial

 $369  $487  

Third Party appraisals

  

Management Adjustments to Reflect Current Conditions and Selling Costs

   0% - 9%   (3%)  17% - 51%   (37%)
                                 


10. BUSINESS COMBINATIONS - ACQUISITION OF FEATHER RIVER BANCORP, INC.

On July 1, 2021, pursuant to a previously announced Agreement and Plan of Reorganization and Merger dated as of March 10, 2021 (the “Merger Agreement”) between the Company and Feather River Bancorp, Inc. (“FRB”), FRB merged with and into the Company with the Company continuing as the surviving corporation (the “Merger”). Immediately after the Merger, Bank of Feather River, the wholly owned bank subsidiary of FRB (“BFR”), merged with and into the Bank, with the Bank continuing as the surviving bank. The Merger and Bank Merger are collectively referred to as the “Transaction.”

As part of its business strategy, the Company regularly reviews its business strategies and opportunities to enhance the value of its franchise, including through acquisitions. The Transaction is consistent with the Company’s business strategy, which will (1) expand Plumas’s geographic presence into new markets in Northern California, (2) diversify and bring new expertise to Plumas’s agricultural lending business, and (3) strengthen the Company’s talent base.

Pursuant to the terms of the definitive merger agreement between the Company and FRB, each issued and outstanding share of common stock of FRB (the “Common Shares”), was converted into the right to receive, at the election of each holder of Common Shares, either (i) shares of common stock of the Company (“Plumas Common Stock”) or (ii) cash (the “Merger Consideration”). Shareholder elections were subject to proration such that aggregate Merger Consideration payable by the Company was comprised of (i) $4,738,583 in cash (the “Aggregate Cash Amount”) and (ii) 598,020 shares of Plumas Common Stock (the “Aggregate Plumas Share Amount”). Holders of Common Shares received either $19.14 in cash or 0.614 shares of Plumas Common Stock. The value of the total deal consideration was approximately $23.4 million, which is based upon the volume-weighted average trading price of Plumas common stock for the 10 trading days ending on the last trading day immediately preceding July 1, 2021, the closing date of the Merger.

Immediately after the Transaction, the newly combined company, operating as Plumas Bancorp with its banking subsidiary, Plumas Bank, had total assets of approximately $1.5 billion.

The following table reflects the estimated fair values of the assets acquired and liabilities assumed related to the FRB Acquisition as of July 1, 2021 (in thousands):

Assets:

    

Cash and cash equivalents

 $28,369 

Loans

  160,409 

Core deposit intangible

  1,037 

Goodwill

  5,502 

Bank premises and equipment

  2,657 

Right of use asset

  2,359 

Other assets

  4,627 

Total assets acquired

 $204,960 
     

Liabilities:

    

Deposits:

    

Non-interest bearing

 $89,479 

Interest bearing:

    

Savings accounts

  9,353 

Money market accounts

  45,600 

Time accounts

  32,279 

Total deposits

  176,711 
     

Lease Liabilities

  2,359 

Deferred tax liability

  402 

Other liabilities

  2,093 

Total liabilities assumed

 $181,565 

Merger consideration (cash payments of $4.7 million and $18.7 million in stock)

 $23,395 
                    
  

Fair Value

  

Fair Value

 

Valuation

  

Range (Weighted Average)

 

Range (Weighted Average)

Description

 

6/30/2023

  

12/31/2022

 

Technique

Significant Unobservable Input

 

6/30/2023

 

12/31/2022

                    

Impaired Loans:

                   
                    

RE – Agricultural

 $457  $- 

Third Party appraisals

Management Adjustments to Reflect Current Conditions and Selling Costs

  54%  (54%) 

Commercial

 $26   - 

Third Party appraisals

Management Adjustments to Reflect Current Conditions and Selling Costs

  56%  (56%) 

Other

 $559   - 

Discounted cash flow

Probability of default, Loss severity

  44%  (44%) 
                    

Other Real Estate:

                   
                    

RE – Residential

 $83  $- 

Third Party appraisals

Management Adjustments to Reflect Current Conditions and Selling Costs

  8%  (8%) 
                    

 

2223

 

The following table presents the net assets acquired from FRB and the estimated fair value adjustments as of July 1, 2021 (in thousands):

10. OTHER COMPREHENSIVE LOSS

The changes in the accumulated balances for each component of other comprehensive loss, net of tax for the twelve months ended December 31,2022 and the six months ended June 30, 2023 were as follows:

 

Book value of net assets acquired from FRB

 $16,292 
     

Fair value adjustments:

    

Loans

  2,453 

Bank premises and equipment

  (1,218

)

Right of use asset

  2,359 

Lease liability

  (2,359

)

Core deposit intangible asset

  1,037 

Total purchase accounting adjustments

 $2,272 

Deferred tax liabilities (tax effect of purchase accounting adjustments at 29.56%)

  (671

)

Fair value of net assets acquired from FRB

 $17,893 
     

Merger consideration

  23,395 

Less: fair value of net assets acquired from FRB

  (17,893

)

Goodwill

  5,502 
  

Unrealized

  

Unrealized

  

Other Accumulated

 
  

Gains (Losses)

  

Gain

  

Comprehensive

 
  

on AFS

  

Cah Flow Hedge

  

Income (Loss), net of tax

 
  

Securities

         

Beginning Balance, January 1, 2022

 $1,666  $607  $1,600 

Current year-to-date other comprehensive loss

  (55,849)  1,395   (38,356)

Ending balance, December 31, 2022

 $(54,183) $2,002  $(36,756)

Current year-to-date other comprehensive loss

  (291)  (2,002)  (1,616)

Ending balance, June 30, 2023

 $(54,474) $-  $(38,372)

 

Reclassifications out of accumulated other comprehensive loss for the six months ended June 30, 2023 and June 30, 2022, were as follows:

As a result of the Acquisition, we recorded $5.5 million in goodwill, which represents the excess of the total purchase price paid over the fair value of the assets acquired, net of the fair values of liabilities assumed. Goodwill mainly reflects expected value created through the combined operations of Plumas Bank and Bank of Feather River. Goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations into Plumas Bank.  None of the goodwill recognized is expected to be deductible for income tax purposes

Amounts Reclassified from Accumulated Other Comprehensive Loss

Details about Accumulated Other Comprehensive (Loss) Components

 

Six months ended June 30, 2023

  

Six months ended June 30, 2022

 

Affected Line Item on the Statement of Income

Cash flow hedge

         

Termination of cash flow hedge

 $1,707  $- 

Non-Interest Income

Tax effect

  (505)  - 

Provision for income taxes

Total reclassifications for the period

 $1,202  $- 

Net income

 

2324

 
 

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, may be 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 SeptemberJune 30, 20222023 and December 31, 20212022 and for the three and nine-monthsix-month periods ended SeptemberJune 30, 2022 and 2021.2023. 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, 2021.2022.

 

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 20212022 Annual Report to Shareholders on Form 10-K.

24

U.S. Small Business Administration Paycheck Protection Program

The Coronavirus Aid, Relief and Economic Security Act (CARES Act) provided for the Paycheck Protection Program (PPP) and additional legislation extended this program into 2021; we have actively participated in the PPP program.  The remaining principal balance of PPP loans at September 30, 2022 was $1 million. 

Merger Agreement with Feather River Bancorp, Inc.

On July 1, 2021, pursuant to a previously announced Agreement and Plan of Reorganization and Merger dated as of March 10, 2021 (the “Merger Agreement”) between the Company and Feather River Bancorp, Inc. (“FRB”), FRB merged with and into the Company with the Company continuing as the surviving corporation (the “Merger”). Immediately after the Merger, Bank of Feather River, the wholly owned bank subsidiary of FRB (“BFR”), merged with and into the Bank, with the Bank continuing as the surviving bank.  BFR has become our Yuba City branch. The Merger and Bank Merger are collectively referred to as the “Transaction.”

As part of its business strategy, the Company regularly reviews its business strategies and opportunities to enhance the value of its franchise, including through acquisitions. The Transaction is consistent with the Company’s business strategy, which will (1) expand Plumas’ geographic presence into new markets in Northern California, (2) diversify and bring new expertise to Plumas’ agricultural lending business, and (3) strengthen the Company’s talent base.

Pursuant to the terms of the definitive merger agreement between the Company and FRB, each issued and outstanding share of common stock of FRB (the “Common Shares”), was converted into the right to receive, at the election of each holder of Common Shares, either (i) shares of common stock of the Company (“Plumas Common Stock”) or (ii) cash (the “Merger Consideration”). Shareholder elections were subject to proration such that aggregate Merger Consideration payable by the Company was comprised of (i) $4,738,583 in cash (the “Aggregate Cash Amount”) and (ii) 598,020 shares of Plumas Common Stock (the “Aggregate Plumas Share Amount”). Holders of Common Shares received either $19.14 in cash or 0.614 shares of Plumas Common Stock. The value of the total deal consideration was approximately $23.4 million, which is based upon the volume-weighted average trading price of Plumas common stock for the 10 trading days ending on the last trading day immediately preceding July 1, 2021, the closing date of the Merger.

Immediately after the Transaction, the newly combined company, operating as Plumas Bancorp with its banking subsidiary, Plumas Bank, had total assets of approximately $1.5 billion.  The estimated fair value of assets acquired at July 1, 2021 was $205.0 million consisting of $28.4 million in cash, $160.4 million in net loans, $1.0 million in core deposit intangible, $5.5 million in goodwill and $9.7 million in other assets. The estimated fair value of deposits assumed totaled $176.7 million consisting of $89.5 million in non-interest bearing transaction accounts, $9.3 million in savings accounts, $45.6 million in money market accounts and $32.3 million in time deposits.

 

25

 

RESULTS OF OPERATIONS FOR THE nineSix MONTHS ENDED SeptemberJune 30, 20222023

Net Income. The Company recorded net income of $18.6$14.3 million for the ninesix months ended SeptemberJune 30, 20222023, up $3.1$2.9 million from net income of $15.5$11.4 million for the ninesix months ended SeptemberJune 30, 2021.  Increases2022. An increase of $7.2$8.9 million in net interest income and $2.6 million in non-interest income werewas partially offset by increases of $5.7$2.6 million in non-interest expense, $912 thousand$2.2 million in the provision for credit losses, $1.0 million in the provision for income taxes and $125 thousanda reduction of $246,000 in the provision for loan losses.non-interest income. The annualized return on average assets was 1.52%1.81% for the ninesix months ended SeptemberJune 30, 2022  down2023, up from 1.58%1.41% for the ninesix months ended SeptemberJune 30, 2021.2022. The annualized return on average equity increased from 18.3% during the first nine monthshalf of 20212022 to 20.1%22.7% during the current period.

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

 

Net interest income before provision for loancredit losses. Driven by the acquisition of BFR, organic growth and an increase in market interest rates, including a 300 basis point increase in the prime rate from 3.25% at September 30, 2021 to 6.25% at September 30, 2022, net interest income increased by $7.2$8.9 million from $34.0$25.5 million during the nine six months ended SeptemberJune 30, 20212022, to $41.2$34.4 million for the nine six months ended SeptemberJune 30, 2022.

2023. The increase in net interest income includes an increase of $7.3$9.9 million in interest income partially offset by an increase of $52 thousand$1.0 million in interest expense. Interest and fees on loans increased by $1.9$4.7 million related both to an increase in average loan balances primarily related to the acquisition of BFR. The effect of thebalance and an increase in average balance was partially offset by a decline in yield reflect the reduction in PPP fees.  During the current period we recorded amortization of loan fees, net of loan costs, on PPP loans totaling $1.2 million, a decrease of $3.8 million from $5.0 million during the nine months ended September 30, 2021.  PPP fees included in income include both the normal amortization of fees on loans in our PPP portfolio and the effect of PPP loan forgiveness. 

yield. Average loan balances increased by $78$77.5 million, while the average yield on loans decreasedincreased by 1961 basis points from 5.39%5.12% during the first nine monthshalf of 20212022 to 5.20%5.73% during the current period. Net loan fees/costs declined from net fees of $511,000 during the 2022 period to net costs of $581,000 during the six months ended June 30, 2023.  This decline is mostly related to a decline in fees earned on PPP loans. The reductionincrease in loan yield includes the effect of an increase in market rates during the second half of 2022 and in 2023 partially offset by a decline in PPP fee income as described above.income. The average prime interest rate increased from 3.62% during the first half of 2022 to 7.92% during the current period. Approximately 21% of the Company's loans are tied to the prime interest rate and most of these reprice within one to three months with a change in prime. Interest and fees on loans held for sale increaseddecreased by $44 thousand$383,000 related to an increasea decrease in average balance of $785 thousand$14.6 million from $10.5$15.6 million for the nine six months ended SeptemberJune 30, 20212022 to $11.3$1.0 million for the nine six months ended SeptemberJune 30, 20222023.  Loans held for sale are tied to the prime interest rate and an increase in average yield of 13 basis pointsreprice quarterly.  Yield on loans held for sale increased by 3.59% to 5.73%9.13%.

 

Interest on investment securities including both taxable and non-taxable securities, increased by $2.9$4.1 million related to an increase in average total investment securities of $123$148 million from $223to $472 million during the nine months ended September 30, 2021 to $346 million during the current period and an increase in yield on investments from 1.86%of 108 basis points to 3.24%. The increase in loan and investment yields is consistent with the increase in market rates during 2022 and into the nine months ended September 30, 2021 to 2.33% during the nine months ended September 30, 2022.

first half of 2023. Interest on interest-bearing deposits, which mostly relates to cash held at the Federal Reserve Bank of San Francisco (FRBSF),balances increased by $2.4$1.5 million related to both an increase in the rate paid on these balances and an increase in average balance.  The rate paid on interest-bearing deposits balances increased from 0.13%0.50% during the first nine monthshalf of 20212022 to 1.07%4.84% during the current period mostly related to an increase in the average rate paid on balances held at the FRBSFFederal Reserve Bank (FRB). The average rate earned on FRB balances increased from 0.12%0.52% during the first nine monthshalf of 20212022 to 1.10%4.82% during the current period. Average interest-bearing depositcash balances increaseddecreased by $101.3$237 million to $324.2$97 million during the current period.

Interest paid on deposit accounts increased for all products mostly related to market conditions.  In total interest paid on deposits increased by $954,000 broken down by product type as follows: Money market accounts - $433,000, Savings accounts - $240,000 and Time deposits - $281,000.  Beginning in April 2023 we began offering a time deposit promotion offering for a limited time 7-month and 11-month time deposits at an interest rate of 4%.  We discontinued this promotion, which generated $46 million in deposits, on June 30, 2023.

During March we redeemed our junior subordinated debentures with funding provided by a $10 million borrowing on Plumas Bancorp's line of credit/term loan facility.  Interest expense incurred during the six months ended June 30, 2023, on the junior subordinated debentures totaled $141,000 down from $179,000 during the first half of 2022.  Interest and fees incurred on the line of credit borrowing totaled $141,000 during the current period. Interest expense on other interest-bearing liabilities declined by $25,000 to $9,000 for the six months ended June 30, 2023.

 

Net interest margin for the nine six months ended SeptemberJune 30, 2022 decreased 10 basis points2023 increased 1.27% to 3.60%4.66%, downup from 3.70%3.39% for the same period in 2021.2022.

 


26

 

The following table presents for the nine-monthsix-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 Nine Months Ended

 

For the Nine Months Ended

  For the Six Months Ended For the Six Months Ended 
 

September 30, 2022

  

September 30, 2021

  June 30, 2023  June 30, 2022 
 

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 (2) (3)

 $847,043�� $32,933  5.20% $769,102  $31,029  5.39% 916,389  $26,041  5.73% $838,866  $21,302  5.12%

Loans held for sale

 11,307  485  5.73% 10,522  441  5.60% 1,016  46  9.13% 15,624  429  5.54%

Taxable investment securities

 244,380  4,124  2.26% 152,116  1,921  1.69% 347,002  5,752  3.34% 226,609  2,314  2.06%

Non-taxable investment securities (1)

 101,344  1,900  2.51% 71,067  1,182  2.22% 125,388  1,841  2.96% 97,703  1,159  2.39%

Interest-bearing deposits

  324,172   2,595  1.07%  222,900   213  0.13%  97,103   2,330  4.84%  333,615   829  0.50%

Total interest-earning assets

 1,528,246   42,037  3.68% 1,225,707   34,786  3.79% 1,486,898   36,010  4.88% 1,512,417   26,033  3.47%

Cash and due from banks

 45,329       39,581       26,386       51,663      

Other assets

  66,667        44,630        75,034         64,634       

Total assets

 $1,640,242       $1,309,918       $1,588,318        $1,628,714       
              

Interest-bearing liabilities:

                              

Money market deposits

 $256,337  $178  0.09% $212,115  $222  0.14% $232,855  $555  0.48% $258,833  $122  0.10%

Savings deposits

 397,445  256  0.09% 288,236  203  0.09% 392,899  407  0.21% 390,812  167  0.09%

Time deposits

  61,405   127  0.28%  49,900   140  0.38%  58,057   369  1.28%  63,045   88  0.28%

Total deposits

 715,187  561  0.10% 550,251  565  0.14% 683,811  1,331  0.39% 712,690  377  0.11%

Junior subordinated debentures

 10,310  267  3.46% 10,310  255  3.31% 4,575  141  6.22% 10,310  179  3.50%

Other borrowings

 5,691  141  5.00% -  -  -%

Repurchase agreements & other

  11,601   50  0.58%  14,660   6  0.05%  17,687   9  0.10%  11,987   34  0.57%

Total interest-bearing liabilities

 737,098   878  0.16% 575,221   826  0.19% 711,764   1,622  0.46% 734,987   590  0.16%

Non-interest-bearing deposits

 767,181       611,422       733,781       755,979      

Other liabilities

 11,824       10,048       15,908       11,919      

Shareholders' equity

  124,139        113,227        126,865         125,829       

Total liabilities & equity

 $1,640,242       $1,309,918       $1,588,318        $1,628,714       

Cost of funding interest-earning assets (4)

        0.08%        0.09%       0.22%       0.08%

Net interest income and margin (5)

    $41,159  3.60%    $33,960  3.70%    $34,388  4.66%    $25,443  3.39%

 


(1)

Not computed on a tax-equivalent basis.

(2)

Average nonaccrual loan balances of $3.3$3.0 million for 20222023 and $4.2 million for 20212022 are included in average loan balances for computational purposes.

(3)

Net (costs) fees included in loan interest income for the nine-month periodsix-month periods ended SeptemberJune 30, 2023 and 2022 were ($581,000) and 2021 were $561 thousand and $4.4 million,$511,000, 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 nine-monthsix-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:

 

 

2022 over 2021 change in net interest income

  

2023 over 2022 change in net interest income

 
 

for the nine months ended September 30,

  

for the six months ended June 30,

 
 

(in thousands)

  

(in thousands)

 
 

Volume (1)

  

Rate (2)

  

Mix (3)

  

Total

  

Volume (1)

  

Rate (2)

  

Mix (3)

  

Total

 
  

Interest-earning assets:

                

Loans

 $3,144  $(1,126) $(114) $1,904  $1,969  $2,536  $234  $4,739 

Loans held for sale

 33  10  1  44  (401) 278  (260) (383)

Taxable investment securities

 1,165  646  392  2,203  1,230  1,442  766  3,438 

Non-taxable investment securities

 504  150  64  718  328  276  78  682 

Interest-bearing deposits

  97   1,571   714   2,382   (588)  7,176   (5,087)  1,501 

Total interest income

  4,943   1,251   1,057   7,251   2,538   11,708   (4,269)  9,977 

Interest-bearing liabilities:

                

Money market deposits

 46  (75) (15) (44) (12) 495  (50) 433 

Savings deposits

 77  (17) (7) 53  1  238  1  240 

Time deposits

 32  (37) (8) (13) (7) 313  (25) 281 

Junior subordinated debentures

 -  12  -  12  (100) 139  (77) (38)

Other borrowings

 -  -  141  141 

Repurchase agreements & other

  (1)  57   (12)  44   16   (28)  (13)  (25)

Total interest expense

  154   (60)  (42)  52   (102)  1,157   (23)  1,032 

Net interest income

 $4,789  $1,311  $1,099  $7,199  $2,640  $10,551  $(4,246) $8,945 

 


 

(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 loancredit losses.Upon adoption of CECL we recorded an increase in the allowance for credit losses of $529,000 and an increase in the reserve for unfunded commitments of $258,000.  During the ninefirst six months ended September 30, 2022 and 2021of 2023 we recorded a provision for loancredit losses of $1 million$2,875,000 an increase of $2,175,000 from $700,000 during the six months ended June 30, 2022. The provision for credit losses during the current period consisted of a provision for credit losses - loans of $2,550,000 and $875 thousand, respectively.an increase in the reserve for unfunded commitments of $325,000.  The increase in the reserves was principally related to an increase in qualitative reserves related to the continuation of increases in market interest rates and a reduction in economic activity. Additionally, we recorded specific reserves totaling $868,000 on three loans.  As time progresses the results of economic conditions will require CECL model assumption inputs to change and further refinements to the estimation process may also be identified.  See “Analysis of Asset Quality and Allowance for Loan Losses” for a discussion of loan quality trends and the provision for loancredit losses.

The following tables present the activity in the allowance for credit losses and the reserve for unfunded commitments during the  six months ended June 30, 2023 and 2022 (in thousands).

Allowance for Credit Losses

 

June 30, 2023

  

June 30, 2022

 

Balance, beginning of period

 $10,717  $10,352 

Impact of CECL adoption

  529   - 

Provision charged to operations

  2,550   700 

Losses charged to allowance

  (738
)
  (469
)

Recoveries

  327   336 

Balance, end of period

 $13,385  $10,919 

Reserve for Unfunded Commitments

 

June 30, 2023

  

June 30, 2022

 

Balance, beginning of period

 $341  $341 

Impact of CECL adoption

  258   - 

Provision charged to operations

  325   - 

Balance, end of period

 $924  $341 

 

Non-interest income. During the ninesix months ended SeptemberJune 30, 2022 and 20212023, non-interest income totaled $8.9$6.1 million, and $6.2a decrease of $246,000 from $6.3 million respectively.during the six months ended June 30, 2022. The largest componentscomponent of the increase in non-interest income were an increasethis decrease was a decline in gain on sale of loans of $2.1 million and an increase of $316 thousand in other non-interest income. During the nine months ended September 30, 2022, we sold $48.9 million in guaranteed portions of SBA loans.  This compares to sales of $7.4from $2.3 million during the ninesix months ended SeptemberJune 30, 2021.2022 to $219,000 during the current period. We did not sell SBA 7(a)  loans during the second and third quarters of 2021.  Loans2021 resulting in an inventory of loans held for sale of $31.3 million at September 30, 2021 and September 30, 2022 were $28.4 million and $0.4 million, respectively.December 31, 2021.  During the nine months ended September 30,first half of  2022 and 2021, $22.5 million and $32.7we sold $38.2 million in guaranteed portions of SBA 7(a) loans. This compares to $4.9 million in sales during the current period. Mostly offsetting the decline in SBA gains was a gain of $1.7 million on termination of our interest rate swaps during the first quarter of 2023.   

During the fourth quarter of 2022 and continuing into 2023 we experienced a significant decline in premiums received on the sale of SBA loans; in response we chose to portfolio SBA 7(a) loans were originated forwhich do not meet a minimum premium on sale. Other non-interest income increased by $316 thousand,During the largest componentcurrent period we chose not to sell $4.1 million in salable guaranteed portions of which was $103 thousand in insurance proceeds related to fire damage atSBA 7(a) loans as they did not meet our Greenville, California branch. This branch was heavily damagedminimum premium on sale. Additionally, the SBA 7(a) loan product that is salable in the wildfires that swept through Northern California duringopen market is variable rate tied to prime and we have seen a significant decline in interest in this product given the summer of 2021. 

recent increases in the prime rate.  While we continue to produce SBA 7(a) loans for sale, we have started funding fixed rate SBA 7(a) loans which we portfolio.

 


 

The following table describes the components of non-interest income for the nine-monthsix-month periods ended SeptemberJune 30, 20222023 and 2021,2022, dollars in thousands: 

 

 

For the Nine Months Ended

       

For the Six Months Ended

      
 

September 30,

        

June 30,

      
 

2022

  

2021

  

Dollar Change

  

Percentage Change

  

2023

  

2022

  

Dollar Change

  

Percentage Change

 

Gain on sale of loans, net

 2,688  591  2,097  354.8%

Gain on termination of swaps

 1,707 - 1,707 100.0%

Interchange income

 2,478  2,367  111  4.7% 1,539  1,615  (76) (4.7)%

Service charges on deposit accounts

 1,835  1,743  92  5.3% 1,313  1,170  143  12.2%

Loan servicing fees

 642  623  19  3.0% 476  422  54  12.8%

Gain on sale of loans, net

 219  2,335  (2,116) (90.6)%

Earnings on life insurance policies

 281  279  2  0.7% 204  187  17  9.1%

Other

  944   628   316  50.3%  610   585   25   4.3%

Total non-interest income

 $8,868  $6,231  $2,637  42.3% $6,068  $6,314  $(246)  (3.9)%

 

Non-interest expense. During the nine six months ended SeptemberJune 30, 2022,2023, total non-interest expense increased by $5.7 million.$2.6 million from $15.7 million during the first half of 2022 to $18.3 million during the current period.  The largest components of this increase were $4.0 millionincreases in salary and benefit expense $630 thousandof $1.6 million and an increase in occupancy and equipment costs $219 thousandof $345,000. The increase in outside service feessalary and $171 thousandbenefit expense primarily relates to an increase in advertisingsalary expense and shareholder relations. Duringa reduction in the seconddeferral of loan origination costs. Salary expense increased by $728,000 which we attribute to both growth in headcount and third quarters of 2021, the Company qualified for the Employee Retention Credit (ERC). The ERC was made available under the Coronavirus Aid, Relief,merit and Economic Security Act and modified and extended under the Taxpayer Certainty and Disaster Tax Relief Act of 2020.promotional salary increases. The largest componentssingle component of the increase in salary and benefit expense were $2.3 millionwas a $866,000 reduction in ERC during 2021, $1.5 millionthe deferral of loan origination expense as we have seen a reduction in salary expense and $365 thousandloan demand given the current economic environment especially in accrued bonus expense. The increase in occupancySBA 7(a) loans tied to the prime interest rate. Occupancy and equipment expense includes $313 thousand related to our Yuba City branch.  The largest componentscosts increased by $345,000, much of the increase in outside service fees were $131 thousand in debit card and ATM processing costs and $91 thousand in human resources administration and payroll processing.  The increase in advertising and shareholder costs mostlywhich relates to an increase of $162 thousand in expense paidsnow removal and other costs attributable to an advertising agency which is primarily focused on buildingunusually harsh winter in our brand in Northern Nevada. The largest decline in non-interest expense was $109 thousand in professional fees which were abnormally high in 2021 related to non-recurring merger costs.service area.

 

The following table describes the components of non-interest expense for the nine-monthsix -month periods ended SeptemberJune 30, 20222023 and 2021,2022, dollars in thousands: 

 

 

For the Nine Months Ended

       

For the Six Months Ended

      
 

September 30,

        

June 30,

      
 

2022

  

2021

  

Dollar Change

  

Percentage Change

  

2023

  

2022

  

Dollar Change

  

Percentage Change

 

Salaries and employee benefits

 $12,700  $8,694  $4,006  46.1% $9,933  $8,320  $1,613  19.4%

Occupancy and equipment

 3,468  2,838  630  22.2% 2,593  2,248  345  15.3%

Outside service fees

 2,937  2,718  219  8.1% 2,175  1,930  245  12.7%

Professional fees

 930  1,039  (109) (10.5)% 626  616  10  1.6%

Telephone and data communication

 572  536  36  6.7%

Armored car and courier

 498  355  143  40.3%

Advertising and shareholder relations

 496  325  171  52.6% 460  302  158  52.3%

Director compensation and expense

 429  329  100  30.4% 438  275  163  59.3%

Telephone and data communication

 403  382  21  5.5%

Deposit insurance

 420  290  130  44.8% 370  372  (2) (0.5)%

Armored car and courier

 347  315  32  10.2%

Business development

 372  222  150  67.6% 305  242  63  26.0%

Amortization of Core Deposit Intangible

 216  167  49  29.3%

Loan collection expenses

 199  207  (8) (3.9)% 217  143  74  51.7%

Amortization of core deposit intangible

 120  144  (24) (16.7)%

Other

  667   505   162  32.1%  336   418   (82) (19.6)%

Total non-interest expense

 $23,904  $18,225  $5,679  31.2% $18,323  $15,707  $2,616  16.7%

 

Provision for income taxes. The Company recorded an income tax provision of $6.5$5.0 million, or 25.9%25.8% of pre-tax income for the nine six months ended SeptemberJune 30, 2022.2023. This compares to an income tax provision of $5.6$4.0 million, or 26.5%25.8% of pre-tax income for the nine six months ended SeptemberJune 30, 2021.2022. The percentages for  20222023 and  20212022 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.  During 2021 two non-recurring items affected the tax provision: nondeductible merger expenses and the ERC which is not taxable for state income tax. 

 


29

 

RESULTS OF OPERATIONS FOR THE three MONTHS ENDED SeptemberJune 30, 20222023

 

Net Income. The Company recorded net income of $7.2$6.7 million for the three months ended SeptemberJune 30, 20222023 up $650 thousand$1.0 million from net income of $6.6$5.7 million for the three months ended SeptemberJune 30, 2021.  Increases2022An increase of $2.2$3.8 million in net interest income and $553 thousand in non-interest income werewas partially offset by increases of $1.6$1.1 million in non-interest expense, $422 thousand$950,000 in the provision for credit losses, $295,000 in in the provision for income taxes and $50 thousanda reduction of $521,000 in the provision for loan losses.  non-interest income.

The annualized return on average assets was 1.72%1.70% for the three months ended SeptemberJune 30, 20222023 up from 1.71%1.40% for the three months ended SeptemberJune 30, 2021.2022. The annualized return on average equity increased from 19.6%19.0% during the thirdsecond quarter of 20212022 to 23.7%20.5% during the current quarter.

 

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

 

Net interest income before provision for loancredit losses. Driven by growth in average interest earning assets and an increase in market rates, netNet interest income increased by $2.2 million from $13.5 million during the three months ended September 30, 2021 to $15.7was $17.2 million for the three months ended SeptemberJune 30, 2023, an increase of $3.8 million from the same period in 2022.  The increase in net interest income includes an increase of $2.1$4.5 million in interest income and a decreasepartially offset by an increase of $30 thousand$0.7 million in interest expense. Interest and fees on loans, decreasedincluding loans held for sale, increased by $747 thousand$2.3 million related to growth in the loan portfolio and an increase in yield on the portfolio.  Net loan fees/costs declined from net fees of $200,000 during the 2022 quarter to net costs of $231,000 during the three months ended June 30, 2023.  This decline is mostly related to a decline of $2.3 million in fees net of costsearned on PPP loans.  During the current quarter we recorded amortization of loan fees net of loan costs on PPP

Including loans totaling $237 thousand. This compares to $2.5 million during the third quarter of 2021.  This includes normal amortization on our PPP portfolio and the effect of PPP loan forgiveness.

Averageheld for sale, average loan balances increased by $2.2$65 million, while the average yield on these loans decreasedincreased by 3663 basis points from 5.71%5.21% during the thirdsecond quarter of 20212022 to 5.35%5.84% during the current quarter. The decreaseincrease in loan yield relates toincludes the decrease in PPP fees partially offset byeffect of an increase in market rates during 2022.2023 partially offset by a decline in PPP fee income as described above. The average prime interest rate increased from 3.25%3.94% during the thirdsecond quarter of 20212022 to 5.35%8.16% during the current quarter. Approximately 23% of the Company's loans are tied to the prime interest rate.

Interest and fees on loans held for sale decreased by $169 thousand related to a decrease in average balance of $13.0 million from $15.8 million for the three months ended September 30, 2021 to $2.8 million for the three months ended September 30, 2022.

 

Interest on investment securities increased by $1.4$1.9 million from the thirdsecond quarter of 2021,2022, related to an increase in average total investment securities of $133$141 million to $388$478 million and an increase in yield on the investment portfolio from 1.80%2.31% during the thirdsecond quarter of 20212022 to 2.61%3.24% during the current quarter. Interest on interest-earning cash balances increased by $1.7 million$304,000 related to both an increase in the rate paidearned on these balances and an increasepartially offset by a decrease in average interest-earning cash balances.  The rate paid on interest-earning cash balances increased from 0.16%0.84% during the thirdsecond quarter of 20212022 to 2.29%5.14% during the current quarter mostly related to an increase in the rate paid on balances held at the Federal Reserve Bank.  The average rate paid on Federal Reserve balances was 0.15%0.84% during the thirdsecond quarter of 20212022 and 2.25%5.06% during the current quarter. Average interest-earning cash balances declined from $314 million during the second quarter of 2022 to $75 million in the current quarter related to a decline in average deposits and increases in loans and investments.

 

Interest paid on deposit accounts increased for all products mostly related to market conditions.  In total interest paid on deposits increased by $681,000 broken down by product time as follows: Money market account - $282,000, Savings accounts - $123,000 and Time deposits - $276,000.  Beginning in April 2023 we began offering a time deposit promotion offering for a limited time 7-month and 11-month time deposits at an interest rate of 4%.  We discontinued this promotion, which generated $46 million in deposits, on June 30, 2023. During March we redeemed our junior subordinated debentures with funding provided by a $10 million borrowing on Plumas Bancorp's line of credit/term loan facility.  Interest and fees incurred on the line of credit borrowing totaled $113,000 during the current period. Interest expense on other interest-bearing liabilities declined by $9,000 to $7,000 for the three months ended June 30, 2023.

Average interest earning assets during the three months ended June 30, 2023, totaled $1.5 billion, a decrease of $33 million from the same period in 2022.  The average yield on interest earning assets increased 131 basis points to 4.96%, up from 3.65% for the same period in 2022. Net interest margin for the three months ended SeptemberJune 30, 20222023, increased 17112 basis points to 4.0%4.69%, up from 3.83%3.57% for the same period in 2021.2022.

 


 

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

 
 

September 30, 2022

  

September 30, 2021

  

June 30, 2023

  

June 30, 2022

 
 

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 (2) (3)

 $863,132  $11,637  5.35% $860,980  $12,384  5.71% $919,751  $13,388  5.84% $846,358  $10,992  5.21%

Loans held for sale

 2,814 50 7.05% 15,846 219 5.48% 202  5  9.93% 8,600  123  5.74%

Taxable investment securities

 279,342  1,811  2.57% 173,039  714  1.64% 351,986  2,938  3.35% 238,477  1,315  2.21%

Non-taxable investment securities (1)

 108,508  741  2.71% 81,995  443  2.14% 126,148  927  2.95% 98,552  626  2.55%

Interest-bearing deposits

  305,526   1,766  2.29%  270,655   109  0.16%  75,233   965  5.14%  314,289   661  0.84%

Total interest-earning assets

 1,559,322   16,005  4.07% 1,402,515   13,869  3.92% 1,473,320  18,223  4.96% 1,506,276  13,717  3.65%

Cash and due from banks

 32,934      61,373       26,050       48,852      

Other assets

  70,665       59,386        74,888         68,522       

Total assets

 $1,662,921      $1,523,274       $1,574,258        $1,623,650       
              

Interest-bearing liabilities:

                              

Money market deposits

 $251,427  $55  0.09% $250,034  $95  0.15%  229,886  $338  0.59% $255,088  $56  0.09%

Savings deposits

 410,496  89  0.09% 326,097  67  0.08% 383,599  208  0.22% 396,868  85  0.09%

Time deposits

  58,179   39  0.27%  67,505   66  0.39%  67,986   318  1.88%  61,955   42  0.27%

Total deposits

 720,102  183  0.09% 643,636  228  0.14% 681,471  864  0.51% 713,911  183  0.10%

Junior subordinated debentures

 10,310  89  3.42% 10,310  90  3.46% -  -  -% 10,310  90  3.50%

Other borrowings

 10,000 113 4.53% - - -%

Repurchase agreements & other

  10,842   17  0.62%  13,575   1  0.03%  16,900   7  0.17%  10,135   16  0.63%

Total interest-bearing liabilities

 741,254   289  0.15% 667,521   319  0.19% 708,371   984  0.56% 734,356   289  0.16%

Non-interest-bearing deposits

 789,218      709,896       718,372       757,655      

Other liabilities

 11,635      12,862       17,411       11,935      

Shareholders' equity

  120,814       132,995        130,104         119,704       

Total liabilities & equity

 $1,662,921      $1,523,274       $1,574,258        $1,623,650       

Cost of funding interest-earning assets (4)

      0.07%      0.09%      0.27%      0.08%

Net interest income and margin (5)

   $15,716  4.00%   $13,550  3.83%    $17,239  4.69%    $13,428  3.57%

 


(1)

Not computed on a tax-equivalent basis.

(2)

Average nonaccrual loan balances of $1.6$3.6 million for 20222023 and $6.2$3.4 million for 20212022 are included in average loan balances for computational purposes.

(3)

Net (costs) fees included in loan interest income for the three-month period ended SeptemberJune 30, 2023 and 2022 were ($231,000) and 2021 were $50 thousand and $2.2 million,$200,000, 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:

 

 

2022 over 2021 change in net interest income

  

2023 over 2022 change in net interest income

 
 

for the three months ended September 30,

  

for the three months ended June 30,

 
 

(in thousands)

  

(in thousands)

 
 

Volume (1)

  

Rate (2)

  

Mix (3)

  

Total

  

Volume (1)

  

Rate (2)

  

Mix (3)

  

Total

 
  

Interest-earning assets:

                        

Loans

 $31  $(776) $(2) $(747) $953  $1,328  $115  $2,396 

Loans held for sale

 (180) 63 (52) (169) (120) 90 (88) (118)

Taxable investment securities

 439  408  250  1,097  626  675  322  1,623 

Non-taxable investment securities

 143  117  38  298  175  98  28  301 

Interest-bearing deposits

  14   1,455   188   1,657   (503)  3,370   (2,563)  304 

Total interest income

  447   1,267   422   2,136   1,131   5,561   (2,186)  4,506 

Interest-bearing liabilities:

                        

Money market deposits

 -  (40) 0  (40) (6) 319  (31) 282 

Savings deposits

 17  4  1  22  (3) 130  (4) 123 

Time deposits

 (9) (21) 3  (27) 4  248  24  276 

Junior subordinated debentures

 -  (1) -  (1) (90) -  -  (90)

Other borrowings

 - - 113 113 

Repurchase agreements & other

  -   20   (4)  16   11   (12)  (8)  (9)

Total interest expense

  8   (38)  -   (30)  (84)  685   94   695 

Net interest income

 $439  $1,305  $422  $2,166  $1,215  $4,876  $(2,280) $3,811 

 


 

(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 loancredit losses.During the three months ended SeptemberJune 30, 20222023 and 20212022 we recorded a provision for loancredit losses - loans of $300 thousand$1,300,000 and $250 thousand,$400,000, respectively.  See “Analysis of Asset Quality and Allowance for Loan Losses” for a discussion of loan quality trends and the provision for loancredit losses.

 

Non-interest income. Non-interest income increaseddecreased by $553 thousand$521,000 to $2.6$2.1 million during the current quarter up from $2.0$2.7 million during the three months ended SeptemberJune 30, 2021.2022. The largest component of this increasedecrease was an increasea decline in gaingains on sale of SBA loans of $353 thousand. We did not sell SBA loans during the  third quarter of 2021.$645,000.  During the current quarter we sold $10.7one loan totaling $652,000.  This compares to sales of $14.1 million in guaranteed portionsduring the second quarter of SBA loans and ended the quarter with loans held for sale totaling $434 thousand.2022. 

 

 


 

The following table describes the components of non-interest income for the three-month periods ended SeptemberJune 30, 20222023 and 2021,2022, dollars in thousands: 

 

 

For the Three Months Ended

       

For the Three Months Ended

      
 

September 30,

       

June 30,

      
 

2022

  

2021

  

Dollar Change

  

Percentage Change

  

2023

  

2022

  

Dollar Change

  

Percentage Change

 

Interchange income

 $864  $839  $25  3.0% 824  853  (29) (3.4)%

Service charges on deposit accounts

  666   636   30  4.7%  694   604   90  14.9%

Gain on sale of loans, net

 353  -  353  100.0%

Loan servicing fees

 220  200  20  10.0% 241  212  29  13.7%

Earnings on life insurance policies

 99  104  (5) (4.8)% 100  93  7  7.5%

(Loss) gain on sale of loans, net

 (11) 634  (645) (101.7)%

Other

  352   222   130  58.6%  295   268   27  10.1%

Total non-interest income

 $2,554  $2,001  $553  27.6% $2,143  $2,664  $(521) (19.6)%

 

Non-interest expense.During the three months ended SeptemberJune 30, 2022,2023, total non-interest expense increased by $1.6$1.1 million from $6.6$8.0 million during the thirdsecond quarter of 20212022 to $8.2$9.1 million during the current quarter.  The largest componentcomponents of this increase waswere an increase in salary and benefit expense of $1.4 million primary related$628,000, an increase in outside service fees of $159,000 and an increase in occupancy and equipment costs of $142,000. The increase in salary and benefit expense primarily relates to an increase in salary expense and a $1.2 million ERC received duringreduction in the thirddeferral of loan origination costs. Salary expense increased by $440,000 which we attribute primarily to merit and promotional salary increases.  In addition, our full-time equivalent employee count has increased from 172 on June 30, 2022, to 176 on June 30, 2023. The deferral of loan origination costs declined by $366,000 from the second quarter of 2021.2022 as we have seen a reduction in loan demand given the current economic environment especially in SBA 7(a) loans tied to the prime interest rate. The increase in outside service fees was spread among several different categories, the largest of which were network administration, investment management fees, and interchange expense. Occupancy and equipment costs increased by $177 thousand the largest component$142,000, much of this increasewhich relates to snow removal and other costs attributable to an increased investmentunusually harsh winter in software primarily related to our lending platform. Duringservice area and the current quarter we made a one-time adjustment to accrued deposit insurance expense resulting in an $80 thousand reduction in this expense fromopening of our new Chico, California branch during the thirdsecond quarter of 2021.2023.

 

The following table describes the components of non-interest expense for the three-month periods ended SeptemberJune 30, 20222023 and 2021,2022, dollars in thousands: 

 

 

For the Three Months Ended

       

For the Three Months Ended

      
 

September 30,

       

June 30,

      
 

2022

  

2021

  

Dollar Change

  

Percentage Change

  

2023

  

2022

  

Dollar Change

  

Percentage Change

 

Salaries and employee benefits

 $4,380  $2,940  $1,440  49.0% $4,866  $4,238  $628  14.8%

Occupancy and equipment

 1,220  1,043  177  17.0% 1,253  1,111  142  12.8%

Outside service fees

 1,007  1,101  (94) (8.5)% 1,181  1,022  159  15.6%

Professional fees

 314  246  68  27.6% 284  337  (53) (15.7)%

Advertising and shareholder relations

 194  154  40  26.0% 281  190  91  47.9%

Telephone and data communication

 190  206  (16) (7.8)% 203  191  12  6.3%

Director compensation and expense

 196  134  62  46.3%

Deposit insurance

 182  175  7  4.0%

Armored car and courier

 183  130  53  40.8% 182  167  15  9.0%

Director compensation and expense

 154  132  22  16.7%

Business development

 130  95  35  36.8% 166  127  39  30.7%

Amortization of Core Deposit Intangible

 72  83  (11) (13.3)%

Loan collection expenses

 56  113  (57) (50.4)% 87  75  12  16.0%

Deposit insurance

 48  128  (80) (62.5)%

Amortization of core deposit intangible

 60  72  (12) (16.7)%

Other

  250   230   20  8.7%  157   194   (37) (19.1)%

Total non-interest expense

 $8,198  $6,601  $1,597  24.2% $9,098  $8,033  $1,065  13.3%

 

Provision for income taxes. The Company recorded an income tax provision of $2.5$2.3 million, or 26.0%25.5% of pre-tax income, for the three months ended SeptemberJune 30, 2022.2023. This compares to an income tax provision of $2.1$2.0 million, or 24.4%25.7% of pre-tax income, for the three months ended SeptemberJune 30, 2021.2022. The percentages for 20222023 and 20212022 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 and during 2021 nondeductible merger expenses which increase taxable income. The decrease in the effective tax rate in the 2021 quarter is primarily related to the ERC which is not taxable for state income tax.

 


 

 

FINANCIAL CONDITION

 

Total assets at SeptemberJune 30, 20222023 were $1.7$1.6 billion, an increasea decrease of $39$48.1 million from December 31, 2021. Net loans increased by $20.3 million from $829.4 million at December 31, 2021 to $849.7 million at September 30, 2022. Loans held for sale decreased by $30.8 million from $31.3 million at December 31, 2021 to $434 thousand at September 30, 2022. Investment securities increased by $77.3$24.2 million from $305.9$444.7 million at December 31, 20212022, to $383.2$468.9 million at SeptemberJune 30, 2022. Cash and cash equivalents totaled $334.12023.  Net loans increased by $20.7 million from $904.0 million on December 31, 2022, to $925 million at SeptemberJune 30, 2022 down $46.52023. These increases were offset by a decrease in cash and equivalents of $91.7 million to $91.7 million, and a decrease in all other assets of $1.3 million.  Deposits totaled $1.4 billion at June 30, 2023, a decrease of $62.6 million from $380.6December 31, 2022. Shareholders’ equity increased by $9.6 million from $119.0 million at December 31, 2021. 

Deposits totaled $1.5 billion at September 30, 2022, an increase of $72.2 million from December 31, 2021. Mostly related to a $43.9 million decrease in other comprehensive income from income of $1.6$128.6 million at December 31, 2021 to a loss of $42.3 million at SeptemberJune 30, 2022, shareholders’ equity decreased by $27.6 million from $134.1 million at December 31, 2021 to $106.5 million at September 30, 2022.2023.

 

Loan Portfolio. Gross loans totaled $858.0$935.2 million, an increase of $19.4$23.3 million from December 31, 2021. PPP loans declined by $33.4 million from $34.6 million at December 31, 2021 to $1.2 million at September 30, 2022. Unearned fees, net of costs, on PPP loans declined by $1.2 million from $1.3 million at December 31, 2021 to $52 thousand at September 30, 2022. 

The largest areas of growth in the Company’s loan portfolio were $39.0$12.9 million in construction loans, $6.3 million in auto loans, $4.0 million in agricultural loans and $1.2 million in commercial real estate loans and $4.0 million in construction loans.  The largest decline in loan balances was $26.6$1.7 million in commercial loans, resulting from the $33.4 million decline in PPP loans discussed above.loans. 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, agricultural loans, commercial loans and auto 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

 
 

09/30/2022

 

09/30/2022

 

12/31/2021

 

12/31/2021

  

06/30/2023

  

06/30/2023

  

12/31/2022

  

12/31/2022

 

Commercial

 $73,227  8.5% $99,804  11.9% $74,958  8.0% $76,680  8.4%

Agricultural

 124,894  14.6% 126,456  15.1% 126,841  13.6% 122,873  13.5%

Real estate – residential

 15,999  1.9% 15,837  1.9% 14,878  1.6% 15,324  1.7%

Real estate – commercial

 457,624  53.3% 418,609  49.9% 517,289  55.3% 516,107  56.6%

Real estate – construction & land

 55,511  6.5% 51,526  6.1% 56,331  6.0% 43,420  4.8%

Equity Lines of Credit

 34,568  4.0% 32,793  3.9% 35,877  3.8% 35,891  3.9%

Auto

 91,425  10.7% 89,046  10.6% 103,050  11.0% 96,750  10.6%

Other

  4,728   0.5%  4,516   0.6%  5,990   0.7%  4,904   0.5%

Total Gross Loans

 $857,976   100% $838,587   100% $935,214   100% $911,949   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 76% of the total loan portfolio at SeptemberJune 30, 2022.2023. Moreover, the business activities of the Company currently are focused in the California counties of Plumas,Butte, Lassen, Modoc, Nevada, Placer, Lassen, Modoc,Plumas, Shasta Sierra, and Sutter 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 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 SeptemberJune 30, 20222023 and December 31, 2021,2022, approximately 79% and 76%80%, respectively of the Company's loan portfolio was comprised of variable rate loans. Loans indexed to the prime interest rate were approximately 23%21% of the Company’s loan portfolio; these loans reprice within one day to three months of a change in the prime rate. At September 30, 2022 and December 31, 2021, 52% and 55%, respectivelyThe remainder of the Company's variable rate loans were at their respective floor rate.mostly consist of commercial real estate loans tied to U.S. Treasury rates and reprice every five years.  While real estate mortgage, agricultural, 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.

 


 

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 impairednonaccrual 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.

 

On January 1, 2023, the Company adopted ASU 2016-03 Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology, is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized costs, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in certain leases.

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for the reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration (PCD) that were previously classified as purchase credit impaired (PCI) and accounted for under ASC 310-30. In accordance with the Standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. The remaining noncredit discount (based on the adjusted amortized cost basis) will be accreted into interest income at the effective interest rate as of adoption. The Company recognized an increase in the ACL for loans totaling $529,000, as a cumulative effect adjustment from change in accounting policies, with a corresponding decrease in retained earnings, net of $156,000 in taxes.  Additionally, the Company recognized an increase in the reserve for unfunded commitments of $257,000, as a cumulative effect adjustment from change in accounting policies, with a corresponding decrease in retained earnings, net of $76,000 in taxes.

The allowance for loancredit losses is established through charges to earnings in the form of the provision for loancredit losses. Loan losses are charged to, and recoveries are credited to the allowance for loancredit losses. The allowance for loancredit losses is maintained at a level deemed appropriate by management to provide for known and inherent risks in the loan portfolio. The adequacy of

To estimate expected losses 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 lossesCompany generally utilizes historical loss trends 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 segmentsremaining contractual lives of the loan portfolio. The collectability ofportfolios to determine estimated credit losses through a reasonable and supportable forecast period. Individual loan is subjective to some degree, but must relate to the borrower’s financial condition, cash flow,credit quality of the borrower’s management expertise, collateralindicators including loan grade and guarantees,borrower repayment performance have been statistically correlated with historical credit losses 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 cyclevarious econometrics, including California unemployment rates, California Housing Prices, California gross domestic product, California Retail Trade Earnings and Wall Street Journal Prime Rate. Model forecasts may be adjusted for significantinherent limitations or biases that have been identified through independent validation and back-testing of model performance to actual realized results. At both January 1, 2023, the adoption and implementation date of ASC Topic 326, and June 30, 2023, the Company utilized a reasonable and supportable forecast period of approximately four quarters and obtained the forecast data from publicly available sources. The Company also considered the impact of portfolio concentrations, changes in underwriting practices, imprecision in its economic forecasts, and other risk factors that might influence its loss estimation process. Management believes that the allowance for credit losses at June 30, 2023, appropriately reflected expected credit losses inherent in management's judgment, affect the collectabilityloan portfolio at that date.

In determining the allowance for credit losses, accruing loans with similar risk characteristics are generally evaluated collectively. The Company's policy is that loans designated as nonaccrual no longer share risk characteristics similar to other loans evaluated collectively and as such, all nonaccrual loans are individually evaluated for reserves. As of June 30, 2023, the Bank's nonaccrual loans comprised the entire population of loans individually evaluated.  The Company's policy is that nonaccrual loans also represent the subset of loans in which borrowers are experiencing financial difficulty such that an evaluation of the portfoliosource of repayment is required to determine if the nonaccrual loans should be categorized as of the evaluation date. Historical loss data from the beginning of the latest business cycle are incorporated in the loss factors.collateral dependent. 

 

The discretionary allocation is based upon management’s evaluationimplementation of variousCECL also impacted the Company's ACL on unfunded loan segment conditions that are not directly measured incommitments, as 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 added a pandemic qualitative factor to our allowance for loan loss calculation during 2020.

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 measureACL now represents expected 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 toover the contractual life of commitments not identified 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 definedunconditionally cancellable 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 byReserve for Unfunded Commitments is estimated using the Company’s Chief Credit Officer and composedsame reserve or coverage rates calculated on collectively evaluated loans following the application of membersa funding rate to the amount of the Company’s credit administration and accounting departments. We have purchased software to support the CECL calculationunfunded commitment.  The funding rate represents management's estimate of the allowance for loan losses under ASU No 2016-13. During the third quarter of 2021 we engaged a consultant to perform a model validation of our CECL model and to assist us in documenting all aspectsamount of the CECL model. The Company’s preliminary evaluation indicatescurrent unfunded commitment that will be funded over the provisions of ASU No. 2016-13 are expected to impact the Company’s Consolidated Financial Statements, in particular the levelremaining contractual life of the reservecommitment and is based on historical data. Under CECL the ACL on unfunded loan commitments remains in Other Liabilities while the related provision expense is included in the provision for credit losses. However, the Company continues to evaluate the extent of the potential impact.loss expense.

 


 

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

 

  

For the Nine Months Ended

  

For the Year Ended

 

(dollars in thousands)

 

September 30,

  

December 31,

 
  

2022

  

2021

  

2021

  

2020

  

2019

 

Balance at beginning of period

 $10,352  $9,902  $9,902  $7,243  $6,958 

Charge-offs:

                    

Commercial

  169   189   188   131   587 

Agricultural

  -   -   -   -   - 

Real estate – residential

  -   -   -   -   - 

Real estate – commercial

  19   -   -   -   - 

Real estate – construction & land

  -   -   -   -   - 

Equity Lines of Credit

  -   -   -   -   6 

Auto

  632   459   703   574   867 

Other

  35   44   47   82   61 

Total charge-offs

  855   692   938   787   1,521 

Recoveries:

                    

Commercial

  23   56   72   34   26 

Agricultural

  -   -   -   -   - 

Real estate – residential

  2   3   3   15   3 

Real estate – commercial

  1   6   8   8   4 

Real estate – construction & land

  -   -   -   -   - 

Equity Lines of Credit

  -   2   4   4   5 

Auto

  388   120   136   200   258 

Other

  9   33   40   10   10 

Total recoveries

  423   220   263   271   306 

Net charge-offs

  432   472   675   516   1,215 

Provision for loan losses

  1,000   875   1,125   3,175   1,500 

Balance at end of period

 $10,920  $10,305  $10,352  $9,902  $7,243 

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

  0.07%  0.08%  0.09%  0.07%  0.21%

Allowance for loan losses to total loans

  1.27%  1.23%  1.23%  1.40%  1.17%

During the nine months ended September 30, 2022 and 2021 we recorded a provision for loan losses of $1 million and $875 thousand, respectively. Net charge-offs totaled $432 thousand during the nine months ended September 30, 2022, a decrease of $40 thousand from $472 thousand during the nine months ended September 30, 2021.

  

For the Six Months Ended

  

For the Year Ended

 

(dollars in thousands)

 

June 30,

  

December 31,

 
  

2023

  

2022

  

2022

  

2021

  

2020

 

Balance at beginning of period

 $10,717  $10,352  $10,352  $9,902  $7,243 

Impact of CECL Adoption

  529   -   -   -   - 

Adjusted balance

  11,246   10,352   10,352   9,902   7,243 

Charge-offs:

                    

Commercial

  49   19   207   188   131 

Agricultural

  -   -   -   -   - 

Real estate – residential

  -   -   -   -   - 

Real estate – commercial

  -   -   19   -   - 

Real estate – construction & land

  -   -   -   -   - 

Equity Lines of Credit

  -   -   -   -   - 

Auto

  604   419   1,195   703   574 

Other

  85   31   40   47   82 

Total charge-offs

  738   469   1,461   938   787 

Recoveries:

                    

Commercial

  12   17   27   72   34 

Agricultural

  -   -   -   -   - 

Real estate – residential

  2   2   3   3   15 

Real estate – commercial

  1   -   2   8   8 

Real estate – construction & land

  -   -   -   -   - 

Equity Lines of Credit

  -   -   -   4   4 

Auto

  305   311   482   136   200 

Other

  7   6   12   40   10 

Total recoveries

  327   336   526   263   271 

Net charge-offs

  411   133   935   675   516 

Provision for credit losses

  2,550   700   1,300   1,125   3,175 

Balance at end of period

 $13,385  $10,919  $10,717  $10,352  $9,902 

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

  0.09%  0.03%  0.11%  0.09%  0.07%

Allowance for credit losses to total loans

  1.43%  1.27%  1.18%  1.23%  1.40%

 

The following table provides a breakdown of the allowance for loancredit losses at SeptemberJune 30, 20222023 and December 31, 2021:2022:

 

   

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

 
 

9/30/2022

 

9/30/2022

 

12/31/2021

 

12/31/2021

  

6/30/2023

  

6/30/2023

  

12/31/2022

  

12/31/2022

 

Commercial

 $824 8.5% $1,074 11.9% $1,547 8.0% $892 8.4%

Agricultural

 1,006 14.6% 791 15.1% 1,478 13.6% 1,086 13.5%

Real estate – residential

 134 1.9% 168 1.9% 169 1.6% 138 1.7%

Real estate – commercial

 4,206 53.3% 4,549 49.9% 6,862 55.3% 4,980 56.6%

Real estate – construction & land development

 1,900 6.5% 1,325 6.1% 866 6.0% 1,500 4.8%

Equity Lines of Credit

 642 4.0% 426 3.9% 401 3.8% 687 3.9%

Auto

 2,069 10.7% 1,911 10.6% 1,566 11.0% 1,289 10.6%

Other

  139  0.5%  108  0.6%  496  0.7%  145  0.5%

Total

 $10,920   100% $10,352   100% $13,385   100% $10,717   100%

 

The allowance for loancredit losses totaled $10.9$13.4 million at SeptemberJune 30, 20222023, and $10.4$10.7 million at  December 31, 2021.2022.  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. Specific reserves related to impairedcollateral dependent loans totaled $21 thousand at September$868,000 on June 30, 2022 and $28 thousand at2023.  There were no specific reserves related to collateral dependent loans on December 31, 2021.2022.  The allowance for loancredit losses as a percentage of total loans was 1.27% at September1.43% on  June 30, 2022 and 1.23% at2023and 1.18% on  December 31, 2021.

2022.

 

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) not included in nonperforming loans in the following table totaled $0.8 million at September 30, 2022 and $0.9 million at December 31, 2021, 2020 and 2019. 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

         
 

September 30,

 

At December 31,

  

June 30,

 

At December 31,

 
 

2022

 

2021

 

2020

 

2019

  

2023

 

2022

 

2021

 

2020

 
 

(dollars in thousands)

  

(dollars in thousands)

 
  

Nonaccrual loans

 $1,485  $4,863  $2,536  $2,050  $4,503  $1,172  $4,863  $2,536 

Loans past due 90 days or more and still accruing

  -   -  -  -   5,032   -  -  - 

Total nonperforming loans

 1,485  4,863  2,536  2,050  9,535  1,172  4,863  2,536 

Other real estate owned

 369  487  403  707  83  -  487  403 

Other vehicles owned

  18   47  31  56   18   18  47  31 

Total nonperforming assets

 $1,872  $5,397  $2,970  $2,813  $9,636  $1,190  $5,397  $2,970 

Interest income forgone on nonaccrual loans

 $169  $381  $119  $158  $179 $121 $381 $119 

Interest income recorded on a cash basis on nonaccrual loans

 $-  $-  $-  $-  $-  $-  $-  $- 

Nonperforming loans to total loans

 0.17% 0.58% 0.36% 0.33% 1.02% 0.13% 0.58% 0.36%

Nonperforming assets to total assets

 0.11% 0.33% 0.27% 0.33% 0.61% 0.07% 0.33% 0.27%

 

Nonperforming loans at SeptemberJune 30, 20222023 were $1.5$9.5 million, a decreasean increase of $3.4$8.3 million from $4.9$1.2 million at December 31, 2021.   There2022.  Included in the $9.5 million were no specific reserves on nonaccrual$5 million in loans at September 30, 2022 or December 31, 2021.to one customer which were over 90 days past due but not nonaccrual.  These loans, which were modified during June, were brought current in July. Performing loans past due thirty to eighty-nine days were $3.0$5.4 million at Septemberon June 30, 20222023 down from $3.5$8.8 million aton December 31, 2021. Of the loans past due thirty to eighty-nine days at September 30, 2022, $1.8 million were automobile loans.2022.

 

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 decreasedincreased by $2.7$15.5 million from $5.5$3.4 million aton December 31, 20212022 to $2.8$18.9 million at Septemberon June 30, 2022.2023. Loans classified as special mention increaseddecreased by $2.5$10.1 million from $5.0$22.8 million aton December 31, 20212022 to $7.5$12.7 million at Septemberon June 30, 2022. 

At September 30, 2022 and December 31, 2021, the Company's recorded investment2023.  The increase in impairedsubstandard loans totaled $1.4 million and $4.9 million, respectively. The specific allowance for loan lossesis primarily related to impairedagricultural loans totaled $21 thousand and $28 thousand at Septemberto one borrower.  At June 30, 2022 and December 31, 2021.2023 the loans to this borrower are on accrual status; however, they could move to nonaccrual if the borrower's financial condition worsens, the Bank's collateral position in respect to these loans deteriorates, or if the borrower is unable to meet their payment obligations. 

 

It is the policy of management to make additions to the allowance for loancredit losses so that it remains appropriate to absorb the inherent risk of loss in the portfolio. Management believes that the allowance at Septemberon June 30, 20222023 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.

 

Loans Held for Sale. Included in the loan portfolio are loans which are 75% to 90% guaranteed by the Small Business Administration (SBA), US Department of Agriculture Rural Business Cooperative Service (RBS) and Farm Services Agency (FSA). The guaranteed portion of these loans may be sold to a third party, with the Bank retaining the unguaranteed portion. The Company can receive a premium in excess of the adjusted carrying value of the loan at the time of sale.

 

As of SeptemberJune 30, 20222023, and December 31, 20212022, the Company had $434 thousand$384,000 and $31.3$2.3 million, respectively, in SBA government guaranteed loans held for sale.  Loans held for sale are recorded at the lower of cost or fair value and therefore may be reported at fair value on a non-recurring basis. The fair values for loans held for sale are based on either observable transactions of similar instruments or formally committed loan sale prices.

 


 

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 one property totaling $83,000 at June 30, 2023 and 2 properties totaling $369 thousand$369,000 at SeptemberJune 30, 2022 and 32022. There were no OREO properties totaling $487 thousand at December 31, 2021.2022. Nonperforming assets as a percentage of total assets were 0.11%0.61% at SeptemberJune 30, 20222023 and 0.33%0.07% at December 31, 2021.2022.

 

The following table provides a summary of the change in the number and balance of OREO properties for the ninesix months ended SeptemberJune 30, 20222023 and 20212022 (dollars in thousands): 

 

 

Nine Months Ended September 30,

  

Six Months Ended June 30,

 
 

#

 

2022

 

#

 

2021

  

#

  

2023

  

#

  

2022

 

Beginning Balance

 3  $487  3  $403  -  $-  3  $487 

Additions

 -  -  2  259  1  83  -  - 

Dispositions

 1 (118) 1 (56) - - 1 (118)

Provision from change in OREO valuation

  -  -  -  (37)  -  -  -  - 

Ending Balance

  2  $369   4  $569   1  $83   2  $369 

 

Investment Portfolio and Federal Funds Sold. Total investment securities were $383$468.9 million as of SeptemberJune 30, 20222023 and $306$444.7 million as of December 31, 2021.2022.  Net unrealized losses on available-for-sale investment securities totaling $62.2 million$54,474,000 were recorded, net of $18.4 million$16,102,000 in tax benefit, as accumulated other comprehensive loss within shareholders' equity at SeptemberJune 30, 2022.2023.   Net unrealized gainslosses on available-for-sale investment securities totaling $1.7$54.2 million were recorded, net of $493 thousand$16.0 million in tax expense,benefit, as accumulated other comprehensive income within shareholders' equity at December 31, 2021.2022. No securities were sold during the ninesix months ended SeptemberJune 30, 20222023 and 2021. The change from an unrealized gain of $1.7 million  to an unrealized loss of $62.2 million is related to a significant increase in market rates. During the first quarter of 2022 the Federal Reserve began increasing the Federal Funds rate to combat inflationary pressures in the economy.  The Federal Funds rate has increased 300 basis points during the nine months ended September 30, 2022 .2022.

 

The investment portfolio at SeptemberJune 30, 2023 consisted of $9.7 million in U.S. Treasury securities, $227.3 million in securities of U.S. Government-sponsored agencies, $106.7 million in securities of U.S. Government-agencies and 240 municipal securities totaling $125.2 million. The investment portfolio at December 31, 2022 consisted of $9.7 million in U.S. Treasury securities, $190.5$214.4 million in securities of U.S. Government-sponsored agencies, $78.8$99.6 million in securities of U.S. Government-agencies and 227239 municipal securities totaling $104.2 million. The investment portfolio at December 31, 2021 consisted of $151.0 million in securities of U.S. Government-sponsored agencies, $57.2 million in securities of U.S. Government-agencies and 188 municipal securities totaling $97.7$121.0 million.

 

There were no Federal funds sold at SeptemberJune 30, 20222023 and December 31, 2021;2022; however, the Bank maintained interest earning balances at the Federal Reserve Bank totaling $305$61.3 million at SeptemberJune 30, 20222023 and $320$154.4 million at December 31, 2021.2022. The balance, at Septemberon June 30, 2022,2023, earns interest at the rate of 3.15%5.15%.

 

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 increaseddecreased by $72.2$62.6 million from $1.4$1.5 billion at December 31, 20212022, to $1.5$1.4 billion at SeptemberJune 30, 2022.2023. The increasedecrease in deposits includes increasesdecreases of $59.3$50.1 million in demand deposits, and $37.0$30.1 million in money market accounts, $24.5 million in savings accounts.  Money market accounts declinedpartially offset by $15.1 million andan increase in time deposits declined by $9.0of  $42.1 million. Beginning in April 2023 we began offering a time deposit promotion offering for a limited time 7-month and 11-month time deposits at an interest rate of 4%.  We discontinued this promotion, which generated $46 million in deposits, on June 30, 2023. We attribute much of the decrease in total deposits to the current interest rate environment as we have seen some deposits leave for higher rates and some customers reluctant to borrow to fund operating expense and instead have drawn down their excess deposit balances.

 


 

The following table shows the distribution of deposits by type at SeptemberJune 30, 20222023 and December 31, 2021.2022.  

 

   

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

 
 

09/30/2022

 

09/30/2022

 

12/31/2021

 

12/31/2021

  

06/30/2023

  

06/30/2023

  

12/31/2022

  

12/31/2022

 

Non-interest bearing

 $795,880  52.7% $736,582  51.2% $716,438  51.4% $766,549  52.6%

Money Market

 245,902  16.3% 261,005  18.1% 213,386  15.3% 237,924  16.3%

Savings

 414,039  27.4% 377,050  26.2% 374,013  26.8% 404,150  27.7%

Time

  55,375  3.6% 64,362  4.5%  91,323  6.5%  49,186  3.4%

Total Deposits

 $1,511,196  100% $1,438,999  100% $1,395,160  100% $1,457,809  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 several borrowing agreements as described below. There were no brokered deposits at June 30, 2023 or December 31, 2022.

Estimated uninsured deposits totaled $458 million and $460 million at December 31,2022 and June 30, 2023, respectively. Uninsured amounts are estimated based on the portion of the account balances in excess of FDIC insurance limits. 

The following table presents the maturity distribution of the portion of time deposits in excess of the FDIC insurance limit.

Maturity Distribution of Estimated Uninsured Time Deposits

    
  

June 30,

 December 31

(dollars in thousands)

 

2023

 2022

Remaining maturity:

     

Three months or less

 

$

2,091

$1,790

After three through six months

  

2,246

 257

After six through twelve months

  

12,947

 1,688

After twelve months

  

257

 76

Total

 

$

17,541

$3,811

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 $20.5 million and $18.6 million at June 30, 2023 and December 31, 2022, respectively are secured borrowing arrangementby U.S. Government agency securities with a carrying amount of $36.4 million and $29.6 million at June 30, 2023 and December 31, 2022, respectively. Interest paid on this product is similar to, but less than, that which is paid on the Bank’s money market accounts; however, these are not deposits and are not FDIC insured.

Short-term Borrowing Arrangements. The Company is a member of the Federal Home Loan Bank of San Francisco (FHLB). There were no brokered deposits at September 30, 2022 or December 31, 2021.

Short-term Borrowing Arrangements. The Company is a member of the FHLB and can borrow up to $266$231 million from the FHLB secured by commercial and residential mortgage loans with carrying values totaling $550$397 million. The Company is required to hold FHLB stock as a condition of membership. At SeptemberJune 30, 20222023, the Company held $5.0$6.2 million of FHLB stock which is recorded as a component of other assets. Based

The Company is also eligible to participate in the Bank Term Lending Program. The Federal Reserve Board, on this levelMarch 12, 2023, announced the creation of stock holdings the Company can borrowa new Bank Term Funding Program (BTFP). The BTFP offers loans of up to $183.8 million. To borrow the full $266one year in length to banks, savings associations, credit unions, and other eligible depository institutions pledging U.S. Treasuries, agency debt and mortgage-backed securities, and other qualifying assets as collateral. These assets will be valued at par.  At June 30, 2023, $96 million in available creditpar value of securities were pledged as collateral under the Company would need to purchase $2.2 million in additional FHLB stock. BTFP.

In addition to its FHLB borrowing line and the BTFP, the Company has unsecured short-term borrowing agreements with two of its correspondent banks in the amounts of $50 million and $20 million. There were no outstanding borrowings to the FHLB, FRB or the correspondent banks at SeptemberJune 30, 20222023 and December 31, 2021. June 30, 2022

 

39

Note Payable.  During 2021 and until January 25, 2022, the Company maintained a $15 million line of credit facility with one of its correspondent banks (the "Note").  Interest on the Note was payable at the "Prime Rate".  There were no borrowings on the Note during the current quarter or during the year ended December 31, 2021. The Note was secured by 100 shares of Plumas Bank stock representing the Company's 100% ownership interest in Plumas Bank. Under the Note, the Bank was 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.Note.

 

On January 25, 2022, the Company replaced this facility with a $15 million Loan Agreement (the “Loan Agreement”) and Promissory Note (the “Term Note”). The Term Note matures on January 25, 2035 and can be prepaid at any time.  During the initial three years of the Loan Agreement the Term Note functions as an interest only revolving line of credit.  Beginning on year four the Term Note converts into a term loan requiring semi-annual principal and interest payments and no further advances can be made. The proceeds of this lending facility shall be used by the Company for general corporation purposes, and to provide capital injections into the Bank. The Term Note bears interest at a fixed rate of 3.85% for the first 5 years and then at a floating interest rate linked to WSJ Prime Rate for the remaining eight yeareight-year term. The Loan Agreement provides for a $187,500 loan fee. The Note is secured by the common stock of the Bank. The Loan Agreement contains certain financial and non-financial covenants, which include, but are not limited to, a minimum leverage ratio at the Bank, a minimum total risk-based capital ratio at the Bank, a maximum Texas Ratio at the Bank, a minimum level of Tier 1 capital at the Bank and a return on average assets needed to generate a 1.25X debt service coverage ratio. The Loan Agreement also contains customary events of default, including, but not limited to, failure to pay principal or interest, the commencement of certain bankruptcy proceedings, and certain adverse regulatory events affecting the Company or the Bank. Upon the occurrence of an event of default under the Loan Agreement, the Company’s obligations under the Loan Agreement may be accelerated. In March 2023 the Company borrowed $10 million on this note and used the proceeds to redeem its Trust Preferred securities as described below. The Company was in compliance with all covenants related to the Term Note at SeptemberJune 30, 2022 and has not borrowed on the Term Note.

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 $13.0 million and $17.3 million at September 30, 2022 and December 31, 2021, respectively are secured by U.S. Government agency securities with a carrying amount of $17.4 million and $23.0 million at September 30, 2022 and December 31, 2021, respectively. Interest paid on this product is similar to that which is paid on the Bank’s money market 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 at September 30, 2022 of $371,000 and $186,000, 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 and bear an effective interest rate of 4.15%, with  payments due quarterly. Trust II’s Subordinated Debentures mature on September 28, 2035 and 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.2023. 

 

Interest expense recognized by the Company for the ninesix months ended SeptemberJune 30, 20222023, on the Term Note totaled $141,000.

Junior Subordinated Deferrable Interest Debentures/ Trust Preferred Securities. On February 9, 2023, Plumas Bancorp submitted redemption notices to redeem $6,000,000 of trust preferred securities of Plumas Statutory Trust I (“Trust I”) and 2021$4,000,000 of trust preferred securities of Plumas Statutory Trust II (“Trust II”). The trust preferred securities are being redeemed, along with an aggregate of $310,000 in common securities issued by the trusts and held by the Company and 100% of the Company’s junior subordinated debentures due 2032 held by Trust I and 100% of the Company’s junior subordinated debentures due 2035 held by Trust II underlying the trust preferred securities.


The trust preferred securities of Plumas Statutory Trust II were redeemed on March 15, 2023 and the trust preferred securities of Plumas Statutory Trust I were redeemed on March 27, 2023. The redemption prices for the junior subordinated debentures were equal to 100% of the respective principal amounts, which total $10,000,000, plus accrued interest up to the redemption date. The proceeds from the redemption of the junior subordinated debentures were simultaneously applied to redeem all of the outstanding common securities and the outstanding trust preferred securities at a price of 100% of the aggregate principal amount of the trust preferred securities plus accumulated but unpaid distributions up to the redemption date. Funding for the redemption was provided from borrowings on our Term Note as described above.

Interest expense recognized by the Company for the six months ended June 30, 2023 and 2022 related to the subordinated debentures was $267 thousandtotaled $141,000 and $255 thousand,$179,000, respectively.

39

 

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 theour $10 million in Subordinated Debentures to fixed obligations. TheDuring the first quarter of 2023 we terminated these swaps haverecording a 10 year maturity and fix the LIBOR rate$1.7 million gain 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 September 30, 2022  and December 31, 2021 the carrying value of the swaps, which was included in other assets, was an unrealized gain of $2.1 million and $607 thousand, respectively.termination.  

 

Capital Resources

  

Shareholders’ equity decreasedincreased by $27.6$9.6 million from $134.1$119.0 million at December 31, 20212022 to $106.5$128.6 million at SeptemberJune 30, 2022.2023. The $27.6$9.6 million decreaseincrease was related to a reductionnet income during the six months ended June 30, 2023, of $14.3 million and stock option and restricted stock activity of $367,000 partially offset by shareholder dividends of $2.9 million, an increase in accumulated other comprehensive income of $43.9 million to a loss of $42.3$1.6 million and shareholder dividends$554,000 related to the cumulative change from adoption of $2.8 million partially offset by earnings during the first nine months of 2022 of $18.6 million and $439 thousand representing stock option activity.ASU 2016-13.

 

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, review 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.  QuarterlyThe Company paid a quarterly cash dividendsdividend of $0.25 per share on May 15, 2023 and February 15, 2023 and a quarterly cash dividend of $0.16 were paidper share on AugustFebruary 15, 2022, May 16, 2022, and FebruaryAugust 15, 2022, and November 15, 2022, and a quarterly cash dividendsdividend of $0.1414 cents per share were paid on NovemberFebruary 15, 2021, May 17, 2021, August 16, 2021, May 17, 2021 and FebruaryNovember 15, 2021.

 

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. depository organizations, sometimes called “Basel III,” that increased the minimum regulatory capital requirements for bank holding companies and depository institutions 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 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 SeptemberJune 30, 20222023 and December 31, 2021,2022, the Bank’s capital ratios exceeded 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 Basel III 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 Basel III capital rules continue to apply to the Bank.

 

40

In 2019, the federal bank regulators 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 the 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, ”capitalized” if it maintains a 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

 

September 30, 2022

                  

June 30, 2023

                  

Common Equity Tier 1 Ratio

 $150,194  14.8% $45,553  4.5% $65,798  6.5% $167,106  15.0% $50,191  4.5% $72,498  6.5%

Tier 1 Leverage Ratio

 150,194  8.9% 67,627  4.0% 84,533  5.0% 167,106  10.3% 64,653  4.0% 80,816  5.0%

Tier 1 Risk-Based Capital Ratio

 150,194  14.8% 60,737  6.0% 80,983  8.0% 167,106  15.0% 66,921  6.0% 89,228  8.0%

Total Risk-Based Capital Ratio

 161,455  15.9% 80,983  8.0% 101,228  10.0% 181,053  16.2% 89,228  8.0% 111,535  10.0%
                          

December 31, 2021

                  

December 31, 2022

                  

Common Equity Tier 1 Ratio

 $134,015  14.4% $42,024  4.5% $60,701  6.5% $157,361  14.7% $48,218  4.5% $69,648  6.5%

Tier 1 Leverage Ratio

 134,015  8.4% 64,066  4.0% 80,083  5.0% 157,361  9.2% 68,078  4.0% 85,098  5.0%

Tier 1 Risk-Based Capital Ratio

 134,015  14.4% 56,032  6.0% 74,709  8.0% 157,361  14.7% 64,291  6.0% 85,721  8.0%

Total Risk-Based Capital Ratio

 144,708  15.5% 74,709  8.0% 93,387  10.0% 168,419  15.7% 85,721  8.0% 107,151  10.0%

 

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

 

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 SeptemberJune 30, 2022,2023, the Company had $172.3$191.8 million in unfunded loan commitments and $108,000 in letters of credit. This compares to $178.7 million in unfunded loan commitments and no letters of credit. This compares to $162.5credit at December 31, 2022. Of the $191.8 million in unfunded loan commitments, and $12 thousand in letters of credit at December 31, 2021. Of the $172.3 million in unfunded loan commitments, $112.4$127.7 million and $59.9$64.1 million represented commitments to commercial and consumer customers, respectively. Of the total unfunded commitments at SeptemberJune 30, 2022, $100.42023, $127.6 million were secured by real estate, of which $50.1$72.9 million was secured by commercial real estate and $50.3$54.7 million was secured by residential real estate mostly 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.

 

Operating Leases. The Company leases three depository branches, one of which is a land lease on which we own the building, threetwo lending offices, twothree administrative offices and two non-branch automated teller machine locations.  The expiration dates of the leases vary, with the first such lease expiring during 20222024 and the last such lease expiring during 2044. Including variable lease expense, total rent expense was $457 thousand$319,000 and $352 thousand$300,000 during the ninesix months ended SeptemberJune 30, 20222023 and 2021,2022, respectively.

 

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 and satisfy maturity of short-term borrowings and maintain reserve requirements.borrowings. 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 chargingoffering competitive offering rates on deposit products and the use of established lines of credit.

 

The Company is a member of the FHLBFederal Home Loan Bank of San Francisco (FHLB) and can borrow up to $266$231 million from the FHLB secured by commercial and residential mortgage loans with carrying values totaling $550$397 million. See “Short-term Borrowing Arrangements” for additional information on our FHLB borrowing capacity.The Company is also eligible to participate in the Bank Term Lending Program. The Company has pledged as collateral under the BTFP securities with a par value of $96 million.  In addition to its FHLB borrowing line and the BTFP, the Company has unsecured short-term borrowing agreements with two of its correspondent banks in the amounts of $50 million and $20 million. There were no outstanding borrowings to the FHLB, FRB or the correspondent banks at SeptemberJune 30, 20222023, and December 31, 2021. June 30, 2022.

 

Customer deposits are the Company’s primary source of funds. Total deposits increaseddecreased by $72.2$62.6 million from $1.4$1.5 billion at December 31, 20212022, to $1.5$1.4 billion at SeptemberJune 30, 2022.2023.  Deposits are held in various forms with varying maturities. The Company estimates that it has approximately $460 million in uninsured deposits.  Of this amount, $101 million represents deposits that are collateralized such as deposits of states, municipalities and tribal accounts.

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 SeptemberJune 30, 2022.2023.  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 SeptemberJune 30, 2022.2023.

 

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 SeptemberJune 30, 20222023 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

42

 

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 1A1A. 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 20212022 Annual Report. There are no material changes from the risk factors included within the Company’s 20212022 Annual Report.

 

 

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:

 

2.1Agreement and Plan of Reorganization and Merger dated as of March 10, 2021, by and between Plumas Bancorp and Feather River included as exhibit 2.1 to the Registrant’s 8-K filed on March 11, 2021, which is incorporated by this reference herein.

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, 2011May 17, 2023 included as Exhibit 3.23.01 to the Registrant’s Form 10-K8-K for December 31, 2010,May 18, 2023, 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*Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement for Steven M. Coldani adopted on May 17, 2023.
10.2*Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement for Robert J. McClintock adopted on May 17, 2023.
10.3*Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement for Terrance J. Reeson adopted on May 17, 2023.
10.4*Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement for Daniel E. West adopted on May 17, 2023.
10.5*Director Retirement Agreement of Michonne R. Ascuaga.
10.6*Director Retirement Agreement of Heidi S. Gansert.
10.7*Director Retirement Agreement of Richard F. Kenny.

31.1*

Rule 13a-14(a) [Section 302] Certification of Principal Financial Officer dated November 9. 2022.August 9, 2023.

  

  

31.2*

Rule 13a-14(a) [Section 302] Certification of Principal Executive Officer dated NovemberAugust 9, 2022.2023.

  

  

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 NovemberAugust 9, 2022.2023.

  

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 NovemberAugust 9, 2022.2023.

 


 

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: NovemberAugust 9, 20222023

 

 

/s/ Richard L. Belstock

 

Richard L. Belstock

 

Chief Financial Officer

 

 

 

/s/ Andrew J. Ryback

 

Andrew J. Ryback

 

Director, President and Chief Executive Officer

 

45