ovly20140930_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

   

For the quarterly period ended September 30, 2014

 

 

OR

 

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Commission file number 001-34142

 

OAK VALLEY BANCORP

(Exact name of registrant as specified in its charter)

 

California

26-2326676

State or other jurisdiction of

I.R.S. Employer

incorporation or organization

Identification No.

 

125 N. Third Ave., Oakdale, CA  95361

(Address of principal executive offices)

 

(209) 848-2265

Issuer’s telephone number

 

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer 

Accelerated filer 

 

 

Non-accelerated filer 

Smaller reporting company 

(Do not check if a smaller reporting company)

 

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  8,074,855 shares of common stock outstanding as of November 3, 2014.

 



 
 

 

   

Oak Valley Bancorp

September 30, 2014

 

Table of Contents

 

 

 

Page

PART I – FINANCIAL INFORMATION

1

 

 

 

Item 1.

Consolidated Financial Statements

1

 

 

 

Condensed Consolidated Balance Sheets at September 30, 2014 (Unaudited), and December 31, 2013

  1

 

 

 

Condensed Consolidated Statements of Income (Unaudited) for the Three and Nine Month Periods Ended September 30, 2014 and September 30, 2013

  2

 

  

Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Month Periods Ended September 30, 2014 and September 30, 2013

  3

 

 

  

Condensed Consolidated Statements of Changes of Shareholders’ Equity for the Year Ended December 31, 2013 and the Nine-Month Period Ended September 30, 2014 (Unaudited)

  4

 

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine-Month Periods Ended September 30, 2014 and September 30, 2013

  5

 

 

 

Notes to Condensed Consolidated Financial Statements

  6

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  27

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

  42

 

 

 

Item 4.

Controls and Procedures

  42

 

 

 

PART II – OTHER INFORMATION

  43

 

 

 

Item 1.

Legal Proceedings

  43

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

  43

Item 3.

Defaults Upon Senior Securities

  43

Item 4.

Mine Safety Disclosures

  43

Item 5.

Other Information

  43

Item 6.

Exhibits

  44

 

 

 
 

 

 

PART I – FINANCIAL STATEMENTS

 

 

Item 1. Consolidated Financial Statements (Unaudited)

 

OAK VALLEY BANCORP

CONDENSED CONSOLIDATED BALANCE SHEETS 

AT SEPTEMBER 30, 2014 (UNAUDITED) AND DECEMBER 31, 2013 (AUDITED)

 

 

 

(dollars in thousands)

 

September 30,

   

December 31,

 
   

2014

   

2013

 

ASSETS

               

Cash and due from banks

  $ 104,977     $ 100,096  

Federal funds sold

    12,770       5,095  

Cash and cash equivalents

    117,747       105,191  
                 

Securities available for sale

    124,199       117,746  

Loans, net of allowance for loan loss of $7,541 and $7,659 at September 30, 2014 and December 31, 2013, respectively

    427,843       411,156  

Bank premises and equipment, net

    13,614       13,684  

Other real estate owned

    884       916  

Interest receivable and other assets

    22,534       23,160  
                 
    $ 706,821     $ 671,853  
                 

LIABILITIES AND SHAREHOLDERS’ EQUITY

               
                 

Deposits

  $ 630,178     $ 602,633  

Interest payable and other liabilities

    3,850       4,703  

Total liabilities

    634,028       607,336  
                 

Commitments and contingencies

               
                 

Shareholders’ equity

               

Common stock, no par value; 50,000,000 shares authorized, 8,074,855 and 7,929,730 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively

    24,682       23,758  

Additional paid-in capital

    2,798       2,537  

Retained earnings

    43,940       38,985  

Accumulated other comprehensive income (loss), net of tax

    1,373       (763 )
                 

Total shareholders’ equity

    72,793       64,517  
                 
    $ 706,821     $ 671,853  

 

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

 

 
1

 

 

OAK VALLEY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND SEPTEMBER 30, 2014

 

(dollars in thousands, except per share amounts)

 

THREE MONTHS ENDED

SEPTEMBER 30,

   

NINE MONTHS ENDED

SEPTEMBER 30,

 
   

2014

   

2013

   

2014

   

2013

 

INTEREST INCOME

                               

Interest and fees on loans

  $ 5,555     $ 5,276     $ 16,202     $ 15,819  

Interest on securities available for sale

    945       894       2,793       2,550  

Interest on federal funds sold

    6       5       30       17  

Interest on deposits with banks

    39       49       134       161  

Total interest income

    6,545       6,224       19,159       18,547  
                                 

INTEREST EXPENSE

                               

Deposits

    156       194       490       643  

Total interest expense

    156       194       490       643  
                                 

Net interest income

    6,389       6,030       18,669       17,904  

Provision for (reversal of) for loan losses

    0       100       (1,877 )     300  
                                 

Net interest income after provision for (reversal of) loan losses

    6,389       5,930       20,546       17,604  
                                 

OTHER INCOME

                               

Service charges on deposits

    364       318       1,009       903  

Earnings on cash surrender value of life insurance

    111       101       321       306  

Mortgage commissions

    60       60       138       197  

Gains on called securities

    17       18       29       53  

Other

    388       369       1,180       1,009  

Total non-interest income

    940       866       2,677       2,468  
                                 

OTHER EXPENSES

                               

Salaries and employee benefits

    2,796       2,451       8,210       7,590  

Occupancy expenses

    719       739       2,177       2,220  

Data processing fees

    339       331       995       938  

Regulatory assessments (FDIC & DBO)

    118       120       358       360  

Other operating expenses

    1,140       977       3,242       2,884  

Total non-interest expense

    5,112       4,618       14,982       13,992  
                                 

Net income before provision for income taxes

    2,217       2,178       8,241       6,080  
                                 

PROVISION FOR INCOME TAXES

    682       673       2,761       1,901  

NET INCOME

  $ 1,535     $ 1,505     $ 5,480     $ 4,179  
                                 

Preferred stock dividends

    0       0       0       68  
                                 

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS

  $ 1,535     $ 1,505     $ 5,480     $ 4,111  
                                 

NET INCOME PER COMMON SHARE

  $ 0.19     $ 0.19     $ 0.69     $ 0.53  
                                 

NET INCOME PER DILUTED COMMON SHARE

  $ 0.19     $ 0.19     $ 0.69     $ 0.52  

  

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

 

 
2

 

 

OAK VALLEY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND SEPTEMBER 30, 2013

 

(in thousands)

 

THREE MONTHS ENDED SEPTEMBER 30,

   

NINE MONTHS ENDED SEPTEMBER 30,

 
   

2014

   

2013

   

2014

   

2013

 
                                 

Net income

  $ 1,535     $ 1,505     $ 5,480     $ 4,179  

Available for sale securities:

                               

Unrealized holding gains (losses) on securities arising during the current period, net of tax effect of $253 thousand and $1.5 million for the three and nine month periods ended September 30, 2014, respectively, and ($1.1) million and ($2.9) million for the comparable 2013 periods

    362       (1,626 )     2,153       (4,147 )

Reclassification adjustment due to net gains realized on calls of securities, net of tax effect of $7 thousand and $12 thousand for the three and nine months ended September 30, 2014, respectively, and $7 thousand and $22 thousand for the comparable 2013 periods

    (10 )     (10 )     (17 )     (31 )

Other comprehensive income (loss)

    352       (1,636 )     2,136       (4,178 )

Comprehensive income (loss)

  $ 1,887     $ (131 )   $ 7,616     $ 1  

 

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

  

 
3

 

 

OAK VALLEY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2013 AND THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2014 (UNAUDITED)

  

 

   

YEAR ENDED DECEMBER 31, 2013 AND NINE MONTHS ENDED SEPTEMBER 30, 2014

 
                                                   

Accumulated

         
                                   

Additional

           

Other

   

Total

 
   

Common Stock

   

Preferred Stock

   

Paid-in

   

Retained

   

Comprehensive

   

Shareholders’

 

(dollars in thousands)

 

Shares

   

Amount

   

Shares

   

Amount

   

Capital

   

Earnings

   

Income (Loss)

   

Equity

 
                                                                 

Balances, December 31, 2012

    7,907,780     $ 23,673       6,750     $ 6,750     $ 2,342     $ 33,959     $ 3,245     $ 69,969  

Stock options exercised

    11,250       85                                               85  

Restricted stock issued

    15,000                                                          

Restricted stock cancelled

    (4,300 )                                                        

Repurchase of Series B preferred stock

                    (6,750 )   $ (6,750 )                             (6,750 )

Preferred stock dividend payments

                                            (67 )             (67 )

Common stock dividend declared

                                            (793 )             (793 )

Stock based compensation

                                    195                       195  

Other comprehensive loss

                                                    (4,008 )     (4,008 )

Net income

                                            5,886               5,886  

Balances, December 31, 2013

    7,929,730     $ 23,758       0     $ 0     $ 2,537     $ 38,985     $ (763 )   $ 64,517  
                                                                 

Stock options exercised

    122,625     $ 924                                             $ 924  

Tax benefit on options exercised

                                    52                       52  

Restricted stock issued

    22,500                                                          

Common stock dividend declared

                                            (525 )             (525 )

Stock based compensation

                                    209                       209  

Other comprehensive income

                                                    2,136       2,136  

Net income

                                            5,480               5,480  

Balances, September 30, 2014

    8,074,855     $ 24,682       0     $ 0     $ 2,798     $ 43,940     $ 1,373     $ 72,793  

 

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

  

 
4

 

 

OAK VALLEY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND SEPTEMBER 30, 2013

 

   

NINE MONTHS ENDED SEPTEMBER 30,

 

(dollars in thousands)

 

2014

   

2013

 
                 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net income

  $ 5,480     $ 4,179  

Adjustments to reconcile net earnings to net cash from operating activities:

               

(Reversal of) Provision for loan losses

    (1,877 )     300  

(Decrease) increase in deferred fees/costs, net

    (231 )     43  

Depreciation

    471       861  

Amortization of investment securities, net

    120       195  

Stock based compensation

    209       142  

Excess tax benefits from stock-based payment arrangements

    (52 )     0  

(Gain) Loss on sale of premises and equipment

    (3 )     32  

OREO write downs and loss (gain) on sale

    32       (17 )

Gain on called available for sale securities

    (29 )     (53 )

Earnings on cash surrender value of life insurance

    (321 )     (306 )

(Decrease) increase in interest payable and other liabilities

    (58 )     551  

Decrease (increase) in interest receivable

    153       (101 )

Decrease (increase) in other assets

    483       (59 )

Net cash from operating activities

    4,377       5,767  
                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Purchases of available for sale securities

    (18,389 )     (34,186 )

Proceeds from maturities, calls, and principal paydowns of securities available for sale

    15,475       13,668  

Net increase in loans

    (14,579 )     (25,358 )

Purchase of FHLB Stock

    (104 )     0  

Purchase of BOLI policies

    (1,029 )     0  

Proceeds from sale of OREO

    0       982  

Proceeds from sales of premises and equipment

    3       6  

Net purchases of premises and equipment

    (401 )     (323 )

Net cash used in investing activities

    (19,024 )     (45,211 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Shareholder cash dividends paid

    (1,318 )     0  

Preferred stock dividend payment

    0       (68 )

Repurchase of Series B preferred stock

    0       (6,750 )

Net increase in demand deposits and savings accounts

    30,316       9,769  

Net decrease in time deposits

    (2,771 )     (5,119 )

Excess tax benefits from stock-based payment arrangements

    52       0  

Proceeds from sale of common stock and exercise of stock options

    924       85  

Net cash from (used in) financing activities

    27,203       (2,083 )
                 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

    12,556       (41,527 )
                 

CASH AND CASH EQUIVALENTS, beginning of period

    105,191       141,335  
                 

CASH AND CASH EQUIVALENTS, end of period

  $ 117,747     $ 99,808  
                 
                 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

               

Cash paid during the period for:

               

Interest

  $ 510     $ 654  

Income taxes

  $ 2,075     $ 1,520  
                 

NON-CASH INVESTING ACTIVITIES:

               

Real estate acquired through foreclosure

  $ 0     $ 1,882  

Change in unrealized gain (loss) on available-for-sale securities

  $ 3,630     $ (7,099 )

   

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

 

 
5

 

  

OAK VALLEY BANCORP

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1 – BASIS OF PRESENTATION

 

On July 3, 2008 (the “Effective Date”), a bank holding company reorganization was completed whereby Oak Valley Bancorp (“Bancorp”) became the parent holding company for Oak Valley Community Bank ( the “Bank”).  On the Effective Date, a tax-free exchange was completed whereby each outstanding share of the Company was converted into one share of Bancorp and the Company became the sole wholly-owned subsidiary of the holding company.

 

The consolidated financial statements include the accounts of Bancorp and its wholly-owned bank subsidiary. All material intercompany transactions have been eliminated. In the opinion of Management, the consolidated financial statements contain all adjustments necessary to present fairly the financial position, results of operations, changes in shareholders’ equity and cash flows.  All adjustments are of a normal, recurring nature.

 

Oak Valley Community Bank is a California State chartered bank. The Company was incorporated under the laws of the state of California on May 31, 1990, and began operations in Oakdale on May 28, 1991. The Company operates branches in Oakdale, Sonora, Bridgeport, Bishop, Mammoth Lakes, Modesto, Manteca, Patterson, Turlock, Ripon, Stockton, and Escalon, California. The Bridgeport, Mammoth Lakes, and Bishop branches operate as a separate division, Eastern Sierra Community Bank. The Company’s primary source of revenue is providing loans to customers who are predominantly middle-market businesses.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates reflected in the Company’s consolidated financial statements include the allowance for loan losses, determination of non-accrual loans, other-than-temporary impairment of investment securities, the fair value measurements, deferred compensation plans, and the determination, recognition and measurement of impaired loans. Actual results could differ from these estimates.

 

The interim consolidated financial statements included in this report are unaudited but reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three and nine month periods ended September 30, 2014 are not necessarily indicative of the results of a full year’s operations. Certain prior year amounts have been reclassified to conform to the current year presentation. There was no effect on net income or shareholders’ equity as a result of reclassifications. For further information, refer to the audited consolidated financial statements and footnotes included in the Company’s Form 10-K for the year ended December 31, 2013.

 

 

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

   

In February 2013, the FASB issued ASU No. 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The Update requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of the following: 1) The amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors, and 2) Any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and are applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements within the Update’s scope that exist at the beginning of an entity’s fiscal year of adoption. The adoption of ASU No. 2013-04 did not have a material impact on the Company's consolidated financial statements.

 

In July 2013, the FASB issued ASU No. 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes. ASU No. 2013-10 permits the use of the Fed Funds Effective Swap Rate (OIS) to be used as a U.S. benchmark interest rate for hedge account purposes. The amendment is effective prospectively for qualifying new or redesiginated hedging relationships entered into on or after July 17, 2013. The adoption of ASU No. 2013-10 did not have a material impact on the Company's consolidated financial statements.

 

 
6

 

  

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU No. 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. No new recurring disclosures are required. The amendments are effective for annual and interim reporting periods beginning on or after December 15, 2013 and are to be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of ASU No. 2013-11 did not have a material impact on the Company's consolidated financial statements.

 

In January 2014, the FASB issued ASU No. 2014 – 01, Investments – Equity Method and Joint Ventures (Topic 323), Accounting for Investments in Qualified Affordable Housing Projects. This Update provides guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. The amendments in this Update permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The amendments in this Update are effective for public business entities for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014. The adoption of ASU No. 2014-01 is not expected to have a material impact on the Company's consolidated financial statements.

 

In January 2014, the FASB issued ASU No. 2014 – 04, Receivables – Troubled Debt Restructurings by Creditors. This ASU provides clarification that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments in this ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The adoption of ASU No. 2014-04 is not expected to have a material impact on the Company's consolidated financial statements.

 

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-14 Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40), Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure. This update addresses classification of government-guaranteed mortgage loans, including those where guarantees are offered by the Federal Housing Administration (“FHA”), the U.S. Department of Housing and Urban Development (“HUD”), and the U.S. Department of Veterans Affairs (“VA”). Although current accounting guidance stipulates proper measurement and classification in situations where a creditor obtains from a debtor, assets in satisfaction of a receivable (such as through foreclosure), current guidance does not specify how to measure and classify foreclosed mortgage loans that are government-guaranteed. Under the provisions of this update, a creditor would derecognize a mortgage loan that has been foreclosed upon, and recognize a separate receivable if the following conditions are met: (1) the loan has a government guarantee that is not separable from the loan before foreclosure, (2) At the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim, (3) At the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. The amendments within this update are effective for annual and interim periods beginning after December 15, 2014. The Company does not believe the adoption of this update will have a material impact of the Company’s consolidated financial statements.

 

 

 

NOTE 3 – PREFERRED STOCK REPURCHASE AND WARRANT REDEMPTION

 

In August 2011, the Company repurchased the $13,500,000 of Series A Preferred Stock originally issued to the U.S. Treasury in December 2008 in connection with the Company’s participation in the Capital Purchase Program (“CPP”). The Company simultaneously issued $13,500,000 in Series B Preferred Stock to the U.S. Treasury under the Small Business Lending Funding (“SBLF”) program. Subsequently, the Company fully redeemed a warrant to purchase 350,346 shares of its Common Stock, at the exercise price of $5.78 per share that the Company had granted to the U.S. Treasury pursuant to the CPP, for a purchase price of $560,000, which settled in September 2011.

 

In May 2012, the Company repurchased from the U.S. Treasury 6,750 shares of Series B Preferred Stock for aggregate consideration of $6.75 million. In March 2013, the Company repurchased the remaining 6,750 shares of Series B Preferred Stock for aggregate consideration of $6.75 million plus $67,500 for accrued interest. As of September 30, 2014, there are no outstanding shares of Series B Preferred Stock.

  

 
7

 

  

NOTE 4 – SECURITIES

 

The amortized cost and estimated fair values of debt securities as of September 30, 2014 are as follows:

 

(dollars in thousands)

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Fair Value

 

Available-for-sale securities:

                               

U.S. agencies

  $ 44,214     $ 1,693     $ (397 )   $ 45,510  

Collateralized mortgage obligations

    7,276       207       (49 )     7,434  

Municipalities

    49,132       1,451       (557 )     50,026  

SBA pools

    908       0       (2 )     906  

Corporate debt

    6,719       119       (20 )     6,818  

Asset backed securities

    10,564       60       (47 )     10,577  

Mutual fund

    3,052       0       (124 )     2,928  
    $ 121,865     $ 3,530     $ (1,196 )   $ 124,199  

 

 

 

The following tables detail the gross unrealized losses and fair values aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2014.

 

(dollars in thousands)

 

Less than 12 months

   

12 months or more

   

Total

 

Description of Securities

 

Fair

Value

   

Unrealized

Loss

   

Fair

Value

   

Unrealized

Loss

   

Fair

Value

   

Unrealized

Loss

 

U.S. agencies

  $ 4,091     $ (17 )   $ 8,230     $ (380 )   $ 12,321     $ (397 )

Collateralized mortgage obligations

    0       0       1,486       (49 )     1,486       (49 )

Municipalities

    4,059       (22 )     18,420       (535 )     22,479       (557 )

SBA pools

    0       0       901       (2 )     901       (2 )

Corporate debt

    1,980       (20 )     0       0       1,980       (20 )

Asset backed securities

    3,844       (28 )     980       (19 )     4,824       (47 )

Mutual fund

    0       0       2,928       (124 )     2,928       (124 )

Total temporarily impaired securities

  $ 13,974     $ (87 )   $ 32,945     $ (1,109 )   $ 46,919     $ (1,196 )

 

 

At September 30, 2014, there were 6 U.S. agencies, 21 municipalities, two SBA pools, one collateralized mortgage obligation, one asset backed security and one mutual fund that comprised the total securities in an unrealized loss position for greater than 12 months and two U.S. agencies, 5 municipalities, one corporate debt, and two asset backed securities that make up the total securities in a loss position for less than 12 months. Management periodically evaluates each available-for-sale investment security in an unrealized loss position to determine if the impairment is temporary or other than temporary. This evaluation encompasses various factors including, the nature of the investment, the cause of the impairment, the severity and duration of the impairment, credit ratings and other credit related factors such as third party guarantees and volatility of the security’s fair value. Management has determined that no investment security is other than temporarily impaired. The unrealized losses are due primarily to interest rate changes and the Company does not intend to sell the securities and it is not likely that we will be required to sell the securities before the earlier of the forecasted recovery or the maturity of the underlying investment security.

 

 
8

 

 

The amortized cost and estimated fair value of debt securities at September 30, 2014, by contractual maturity or call date, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

(dollars in thousands)

 

Amortized

   

Fair

 
   

Cost

   

Value

 

Available-for-sale securities:

               

Due in one year or less

  $ 9,863     $ 9,622  

Due after one year through five years

    33,652       35,756  

Due after five years through ten years

    37,413       37,229  

Due after ten years

    40,937       41,592  
    $ 121,865     $ 124,199  

 

 

 

The amortized cost and estimated fair values of debt securities as of December 31, 2013, are as follows:

 

(dollars in thousands)

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Fair

Value

 

Available-for-sale securities:

                               

U.S. agencies

  $ 52,539       1,844     $ (1,268 )   $ 53,115  

Collateralized mortgage obligations

    9,580       248       (47 )     9,781  

Municipalities

    42,304       953       (2,988 )     40,269  

SBA Pools

    1,088       -       (7 )     1,081  

Corporate debt

    4,697       128       -       4,825  

Asset Backed Securities

    5,858       28       (29 )     5,857  

Mutual Fund

    2,975       -       (157 )     2,818  
    $ 119,041     $ 3,201     $ (4,496 )   $ 117,746  

 

 

The following tables detail the gross unrealized losses and fair values aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2013.

 

(dollars in thousands)

 

Less than 12 months

   

12 months or more

   

Total

 

Description of Securities

 

Fair

 Value

   

Unrealized

Loss

   

Fair

Value

   

Unrealized

Loss

   

Fair

Value

   

Unrealized

Loss

 

U.S. agencies

  $ 21,700     $ (1,012 )   $ 1,740     $ (256 )   $ 23,440     $ (1,268 )

Collateralized mortgage obligations

    1,642       (47 )                 1,642       (47 )

Municipalities

    25,502       (2,762 )     2,879       (226 )     28,381       (2,988 )

SBA Pools

    829       (5 )     246       (2 )     1,075       (7 )

Corporate debt

                                   

Asset Backed Securities

    3,894       (29 )                 3,894       (29 )

Mutual Fund

    2,818       (157 )                 2,818       (157 )

Total temporarily impaired securities

  $ 56,385     $ (4,012 )   $ 4,865     $ (484 )   $ 61,250     $ (4,496 )

 

 

We recognized a gain of $17,000 and $29,000 for the three and nine month periods ended September 30, 2014, on certain available-for-sale securities that were partially called, which compares to $18,000 and $53,000 in the same periods of 2013. There were no sales of available-for-sale securities during the first nine months of 2014 and 2013.

 

Securities carried at $64,702,000 and $72,371,000 at September 30, 2014 and December 31, 2013, respectively, were pledged to secure deposits of public funds.

 

 
9

 

 

NOTE 5 – LOANS

 

Our customers are primarily located in Stanislaus, San Joaquin, Tuolumne, Inyo, and Mono Counties. As of September 30, 2014, approximately 80% of the Company’s loans are commercial real estate loans which include construction loans. Approximately 11% of the Company’s loans are for general commercial uses including professional, retail, and small business. Additionally, 6% of the Company’s loans are for residential real estate and other consumer loans. The remaining 3% are agriculture loans. Loan totals were as follows:

 

(in thousands)

 

September 30, 2014

   

December 31, 2013

 

Commercial real estate:

               

Commercial real estate- construction

  $ 3,156     $ 15,555  

Commercial real estate- mortgages

    311,242       285,840  

Land

    10,780       11,157  

Farmland

    23,433       20,321  

Commercial and industrial

    48,197       48,787  

Consumer

    861       883  

Consumer residential

    25,944       25,623  

Agriculture

    12,163       11,272  

Total loans

    435,776       419,438  
                 

Less:

               

Deferred loan fees and costs, net

    (392 )     (623 )

Allowance for loan losses

    (7,541 )     (7,659 )

Net loans

  $ 427,843     $ 411,156  

 

 

 

Loan Origination/Risk Management. The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentration of credit, loan delinquencies and non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.

 

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationship banking rather than transactional banking. Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, our management examines current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial and industrial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

 

Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’s commercial real estate portfolio are diverse in terms of type and geographic location. This diversity helps reduce the Company’s exposure to adverse economic events that affect any single market or industry. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. As a general rule, the Company avoids financing single-purpose projects unless other underwriting factors are present to help mitigate risk. The Company also utilizes third-party experts to provide insight and guidance about economic conditions and trends affecting market areas it serves. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans. At September 30, 2014, commercial real estate loans equal to approximately 35.8% of the outstanding principal balance of our commercial real estate loans were secured by owner-occupied properties.

 

 
10

 

  

With respect to loans to developers and builders that are secured by non-owner occupied properties that the Company may originate from time to time, the Company generally requires the borrower to have had an existing relationship with the Company and have a proven record of success. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the complete project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.

 

Agricultural production, real estate and development lending is susceptible to credit risks including adverse weather conditions, pest and disease, as well as market price fluctuations and foreign competition. Agricultural loan underwriting standards are maintained by following Company policies and procedures in place to minimize risk in this lending segment. These standards consist of limiting credit to experienced farmers who have demonstrated farm management capabilities, requiring cash flow projections displaying margins sufficient for repayment from normal farm operations along with equity injected as required by policy, as well as providing adequate secondary repayment and sponsorship including satisfactory collateral support. Credit enhancement obtained through government guarantee programs may also be used to provide further support as available. 

 

The Company originates consumer loans utilizing common underwriting criteria specified in policy. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed, jointly by line and staff personnel. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk. Additionally, trend and outlook reports are reviewed by management on a regular basis. Underwriting standards for 1-4 family, home equity lines and loans follow bank policy, which include, but are not limited to, a maximum loan-to-value percentage of 80%, a maximum housing and total debt ratio of 36% and 42%, respectively and other specified credit and documentation requirements.

 

The Company maintains an independent loan review department that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Bank’s policies and procedures.

 

 

Non-Accrual and Past Due Loans. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

 

Non-accrual loans, segregated by class of loans, were as follows:

 

(in thousands)

 

September 30,

2014

   

December 31,

2013

 

Commercial real estate:

               

Commercial real estate- construction

  $ 0     $ 0  

Commercial real estate- mortgages

    0       1,047  

Land

    3,031       1,183  

Farmland

    77       92  

Commercial and industrial

    341       18  

Consumer

    0       0  

Consumer residential

    0       0  

Agriculture

    0       0  

Total non-accrual loans

  $ 3,449     $ 2,340  

 

 

Had non-accrual loans performed in accordance with their original contract terms, we would have recognized additional interest income of approximately $46,000 and $235,000 in the three and nine month periods ended September 30, 2014, as compared to $172,000 and $487,000 in the same periods of 2013. 

  

 
11

 

  

The following table analyzes past due loans including the non-accrual loans in the above table, segregated by class of loans, as of September 30, 2014 (in thousands):

 

September 30, 2014

 

30-59

Days Past

Due

   

60-89

Days Past

Due

   

Greater

Than 90

Days Past

Due

   

Total Past

Due

   

Current

   

Total

   

Greater

Than 90

Days Past

Due and

Still

Accruing

 

Commercial real estate:

                                                       

Commercial R.E. - construction

  $ 0       0       0     $ 0     $ 3,156     $ 3,156     $ 0  

Commercial R.E. - mortgages

    0       0       0       0       311,242       311,242       0  

Land

    0       2       2,524       2,526       8,254       10,780       0  

Farmland

    0       0       77       77       23,356       23,433       0  

Commercial and industrial

    0       0       326       326       47,871       48,197       0  

Consumer

    0       0       0       0       861       861       0  

Consumer residential

    0       0       0       0       25,944       25,944       0  

Agriculture

    0       0       0       0       12,163       12,163       0  

Total

  $ 0     $ 2     $ 2,927     $ 2,929     $ 432,847     $ 435,776     $ 0  

 

 

 

The following table analyzes past due loans including the non-accrual loans in the above table, segregated by class of loans, as of December 31, 2013 (in thousands):

 

 

December 31, 2013

 

30-59

Days Past

Due

   

60-89

Days Past

Due

   

Greater

Than 90

Days Past

Due

   

Total Past

Due

   

Current

   

Total

   

Greater

Than 90

Days Past

Due and

Still

Accruing

 

Commercial real estate:

                                                       

Commercial R.E. - construction

  $ 0       0       0     $ 0     $ 15,555     $ 15,555     $ 0  

Commercial R.E. - mortgages

    1,348       0       1,046       2,394       283,446       285,840       0  

Land

    0       2,651       659       3,310       7,847       11,157       0  

Farmland

    0       0       92       92       20,229       20,321       0  

Commercial and industrial

    0       1,407       0       1,407       47,380       48,787       0  

Consumer

    0       0       0       0       883       883       0  

Consumer residential

    0       0       0       0       25,623       25,623       0  

Agriculture

    0       0       0       0       11,272       11,272       0  

Total

  $ 1,348     $ 4,058     $ 1,797     $ 7,203     $ 412,235     $ 419,438     $ 0  

 

 

 

Impaired Loans. Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated in total for smaller-balance loans of a similar nature and on an individual loan basis for other loans. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. There was no interest income realized on impaired loans for the three and nine months ended September 30, 2014 and 2013. Average recorded investment in impaired loans was $3.87 million and $4.1 million for the three and nine months ended September 30, 2014, as compared to $2.97 million and $4.48 million for the same periods of 2013. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

 

 
12

 

  

Impaired loans as of September 30, 2014 and December 31, 2013 are set forth in the following table.

 

 

(in thousands)

 

Unpaid

Contractual

Principal

Balance

   

Recorded

Investment

With No

Allowance

   

Recorded

Investment

With

Allowance

   

Total

Recorded

Investment

   

Related

Allowance

   

Average

Recorded

Investment

 

September 30, 2014

                                               

Commercial real estate:

                                               

Commercial R.E. - construction

  $ 0     $ 0     $ 0     $ 0     $ 0     $ 0  

Commercial R.E. - mortgages

    0       0       0       0       0       523  

Land

    3,215       0       3,031       3,031       873       3,202  

Farmland

    84       77       0       77       0       85  

Commercial and Industrial

    360       341       0       341       0       293  

Consumer

    0       0       0       0       0       0  

Consumer residential

    0       0       0       0       0       0  

Agriculture

    0       0       0       0       0       0  

Total

  $ 3,659     $ 418     $ 3,031     $ 3,449     $ 873     $ 4,103  
                                                 

December 31, 2013

                                               

Commercial real estate:

                                               

Commercial R.E. - construction

  $ 0     $ 0     $ 0     $ 0     $ 0     $ 51  

Commercial R.E. - mortgages

    3,049       1,047       0       1,047       0       1,980  

Land

    1,320       0       1,183       1,183       392       1,635  

Farmland

    95       92       0       92       0       62  

Commercial and Industrial

    27       18       0       18       0       20  

Consumer

    0       0       0       0       0       0  

Consumer residential

    0       0       0       0       0       354  

Agriculture

    0       0       0       0       0       0  

Total

  $ 4,491     $ 1,157     $ 1,183     $ 2,340     $ 392     $ 4,102  

 

 

Troubled Debt Restructurings – In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy.

 

At September 30, 2014, there were 5 loans and leases that were considered to be troubled debt restructurings, all of which are considered non-accrual totaling $3,372,000. At December 31, 2013, there were 3 loans and leases that were considered to be troubled debt restructurings, all of which are considered non-accrual totaling $1,201,000. At September 30, 2014 and December 31, 2013 there were no unfunded commitments on loans classified as a troubled debt restructures. We have allocated $873,000 and $392,000 of specific reserves to loans whose terms have been modified in troubled debt restructurings as of September 30, 2014 and December 31, 2013, respectively.

 

The modification of the terms of such loans typically includes one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date; or a temporary payment modification in which the payment amount allocated towards principal was reduced. In some cases, a permanent reduction of the accrued interest on the loan is conceded. During the nine month period ended September 30, 2014, the terms of four loans were modified as troubled debt restructurings by reducing the interest rates and extending the maturity dates. No loans were modified as troubled debt restructurings during the third quarter of 2014 and 2013.

  

 
13

 

 

The following tables presents loans by class modified as troubled debt restructurings that occurred during the nine month periods ended September 30, 2014 and 2013:

 

 

   

Nine Months Ended

   

Nine Months Ended

 

(in thousands)

 

September 30, 2014

   

September 30, 2013

 
   

Number

of

Loans

   

Pre-

Modification Outstanding Recorded

Investment

   

Post-

Modification Outstanding Recorded

Investment

   

Number

of

Loans

   

Pre-

Modification Outstanding Recorded

Investment

   

Post- Modification Outstanding Recorded

Investment

 

Commercial real estate:

                                               

Commercial R.E. - construction

    0     $ 0     $ 0