ovly20170930_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, 2017

 

 

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, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer 

 

Accelerated filer 

Non-accelerated filer 

 

Smaller reporting company 

(Do not check if a 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 

 

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:  8,098,605 shares of common stock outstanding as of November 3, 2017.

 


 

 

 

 

Oak Valley Bancorp

September 30, 2017

 

Table of Contents

 

 

 

 

Page

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements

 

3

 

 

 

 

Condensed Consolidated Balance Sheets at September 30, 2017 (Unaudited) and December 31, 2016 (Unaudited)

 

4

 

 

 

 

Condensed Consolidated Statements of Income for the Three and Nine month period Ended September 30, 2017 and September 30, 2016 (Unaudited)

 

5

 

   

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine month period Ended September 30, 2017 and September 30, 2016 (Unaudited)

  6

 

 

 

 

Condensed Consolidated Statements of Changes of Shareholders’ Equity for the Year Ended December 31, 2016 and the Nine-month period Ended September 30, 2017 (Unaudited)

 

7

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Nine-month periods Ended September 30, 2017 and September 30, 2016 (Unaudited)

 

8

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

9

 

 

 

 

Item 2.

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

 

31

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

46

 

 

 

 

Item 4.

Controls and Procedures

 

46

 

 

 

 

PART II – OTHER INFORMATION

 

47

 

 

 

 

Item 1.

Legal Proceedings

 

47

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

47

Item 3.

Defaults Upon Senior Securities

 

47

Item 4.

Mine Safety Disclosures

 

47

Item 5.

Other Information

 

47

Item 6.

Exhibits

 

48

 

 

2

 

 

 

PART I – FINANCIAL STATEMENTS

 

 

 

3

 

OAK VALLEY BANCORP

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

 

   

September 30,

   

December 31,

 
   

2017

   

2016

 

ASSETS

               

Cash and due from banks

  $ 129,633     $ 179,025  

Federal funds sold

    9,995       11,785  

Cash and cash equivalents

    139,628       190,810  
                 

Securities available for sale

    180,857       160,333  

Loans, net of allowance for loan loss of $7,917 and $7,832 at September 30, 2017 and December 31, 2016, respectively

    626,911       601,104  

Bank premises and equipment, net

    13,048       13,688  

Other real estate owned

    253       1,210  

Interest receivable and other assets

    36,024       34,965  
                 
    $ 996,721     $ 1,002,110  
                 

LIABILITIES AND SHAREHOLDERS’ EQUITY

               
                 

Deposits

  $ 901,716     $ 914,093  

Interest payable and other liabilities

    5,329       5,567  

Total liabilities

    907,045       919,660  
                 

Commitments and contingencies

               
                 

Shareholders’ equity

               

Common stock, no par value; 50,000,000 shares authorized, 8,098,605 and 8,088,455 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively

    24,773       24,682  

Additional paid-in capital

    3,551       3,473  

Retained earnings

    60,003       54,520  

Accumulated other comprehensive income (loss), net of tax

    1,349       (225 )

Total shareholders’ equity

    89,676       82,450  
                 
    $ 996,721     $ 1,002,110  

 

 

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

 

4

 

OAK VALLEY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

 

(dollars in thousands, except per share amounts)

 

THREE MONTHS ENDED
SEPTEMBER 30,

   

NINE MONTHS ENDED
SEPTEMBER 30,

 
   

2017

   

2016

   

2017

   

2016

 

INTEREST INCOME

                               

Interest and fees on loans

  $ 7,300     $ 6,807     $ 21,451     $ 20,484  

Interest on securities available for sale

    1,138       1,045       3,314       3,038  

Interest on federal funds sold

    28       4       65       18  

Interest on deposits with banks

    428       169       1,100       492  

Total interest income

    8,894       8,025       25,930       24,032  
                                 

INTEREST EXPENSE

                               

Deposits

    274       196       773       555  

Total interest expense

    274       196       773       555  
                                 

Net interest income

    8,620       7,829       25,157       23,477  

Provision for loan losses

    70       90       105       415  
                                 

Net interest income after provision for loan losses

    8,550       7,739       25,052       23,062  
                                 

OTHER INCOME

                               

Service charges on deposits

    365       341       1,051       1,011  

Earnings on cash surrender value of life insurance

    130       102       386       305  

Mortgage commissions

    28       49       127       144  

Gains on called securities

    4       10       394       28  

Other

    749       575       2,824       1,682  

Total non-interest income

    1,276       1,077       4,782       3,170  
                                 

OTHER EXPENSES

                               

Salaries and employee benefits

    3,534       3,225       10,603       9,950  

Occupancy expenses

    823       819       2,496       2,470  

Data processing fees

    399       435       1,154       1,346  

Regulatory assessments (FDIC & DBO)

    102       178       381       505  

Other operating expenses

    1,202       1,267       3,708       4,027  

Total non-interest expense

    6,060       5,924       18,342       18,298  
                                 

Net income before provision for income taxes

    3,766       2,892       11,492       7,934  
                                 

PROVISION FOR INCOME TAXES

    1,298       962       3,987       2,591  

NET INCOME

  $ 2,468     $ 1,930     $ 7,505     $ 5,343  
                                 

NET INCOME PER COMMON SHARE

  $ 0.31     $ 0.24     $ 0.93     $ 0.67  
                                 

NET INCOME PER DILUTED COMMON SHARE

  $ 0.31     $ 0.24     $ 0.93     $ 0.66  

 

 

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

 

5

 

OAK VALLEY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

 

 

   

THREE MONTHS ENDED

SEPTEMBER 30,

   

NINE MONTHS ENDED
SEPTEMBER 30,

 

(in thousands)

 

2017

   

2016

   

2017

   

2016

 
                                 

Net income

  $ 2,468     $ 1,930     $ 7,505     $ 5,343  

Other comprehensive income:

                               

Unrealized gains on securities:

                               

Unrealized holdings gains (losses) arising during the period

    39       (262 )     3,069       1,723  

Less: reclassification for net gains included in net income

    (4 )     (10 )     (394 )     (29 )

Other comprehensive income (loss), before tax

    35       (272 )     2,675       1,694  

Tax expense (benefit) related to items of other comprehensive income

    (14 )     112       (1,101 )     (697 )

Total other comprehensive income (loss)

    21       (160 )     1,574       997  

Comprehensive income

  $ 2,489     $ 1,770     $ 9,079     $ 6,340  

  

 

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

 

6

 

OAK VALLEY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

 

 

   

YEAR ENDED DECEMBER 31, 2016 AND NINE MONTHS ENDED SEPTEMBER 30, 2017

 
                                   

Accumulated

         
                   

Additional

           

Other

   

Total

 
   

Common Stock

   

Paid-in

   

Retained

   

Comprehensive

   

Shareholders’

 

(dollars in thousands)

 

Shares

   

Amount

   

Capital

   

Earnings

   

Income (Loss)

   

Equity

 
                                                 

Balances, January 1, 2016

    8,078,155     $ 24,682     $ 3,217     $ 48,795     $ 1,569     $ 78,263  

Restricted stock issued

    17,000                                       0  

Restricted stock forfeited

    (6,700 )                                     0  

Cash dividends declared

                            (1,940 )             (1,940 )

Stock based compensation

                    256                       256  

Other comprehensive loss

                                    (1,794 )     (1,794 )

Net income

                            7,665               7,665  

Balances, December 31, 2016

    8,088,455     $ 24,682     $ 3,473     $ 54,520     $ (225 )   $ 82,450  
                                                 

Stock options exercised

    9,000       91                               91  

Restricted stock issued

    8,000                                       0  

Restricted stock forfeited

    (6,850 )                                     0  

Cash dividends declared

                            (2,022 )             (2,022 )

Stock based compensation

                    78                       78  

Other comprehensive income

                                    1,574       1,574  

Net income

                            7,505               7,505  

Balances, September 30, 2017

    8,098,605     $ 24,773     $ 3,551     $ 60,003     $ 1,349     $ 89,676  

 

 

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

 

7

 

OAK VALLEY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

   

NINE MONTHS ENDED SEPTEMBER 30,

 

(dollars in thousands)

 

2017

   

2016

 
                 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net income

  $ 7,505     $ 5,343  

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

               

Provision for loan losses

    105       415  

Increase (decrease) in deferred fees/costs, net

    40       (29 )

Depreciation

    847       948  

Amortization of investment securities, net

    624       270  

Stock based compensation

    78       195  

Gain on sale of premises and equipment

    0       (4 )

OREO (gain) loss on sales and write downs

    (211 )     88  

Gain on sales and calls of available for sale securities

    (394 )     (29 )

Earnings on cash surrender value of life insurance

    (386 )     (305 )

Gain on BOLI death benefit

    0       (2 )

(Decrease) increase in interest payable and other liabilities

    (238 )     320  

Decrease in interest receivable

    101       52  

Increase in other assets

    (1,535 )     (227 )

Net cash from operating activities

    6,536       7,035  
                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Purchases of available for sale securities

    (41,542 )     (47,182 )

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

    23,463       20,103  

Net increase in loans

    (25,952 )     (62,895 )

Purchase of FHLB Stock

    (340 )     (79 )

Purchase of BOLI policies

    0       (4,000 )

Proceeds from sale of OREO

    1,168       746  

Proceeds from redemption of BOLI policies

    0       186  

Proceeds from sales of premises and equipment

    0       4  

Net purchases of premises and equipment

    (207 )     (383 )

Net cash used in investing activities

    (43,410 )     (93,500 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Shareholder cash dividends paid

    (2,022 )     (1,940 )

Net (decrease) increase in demand deposits and savings accounts

    (8,381 )     40,612  

Net (decrease) increase in time deposits

    (3,996 )     4,453  

Proceeds from sale of common stock and exercise of stock options

    91       0  

Net cash (used in) from financing activities

    (14,308 )     43,125  
                 

NET DECREASE IN CASH AND CASH EQUIVALENTS

    (51,182 )     (43,340 )
                 

CASH AND CASH EQUIVALENTS, beginning of period

    190,810       190,603  
                 

CASH AND CASH EQUIVALENTS, end of period

  $ 139,628     $ 147,263  
                 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

               

Cash paid during the period for:

               

Interest

  $ 785     $ 558  

Income taxes

  $ 4,437     $ 1,434  
                 

NON-CASH INVESTING ACTIVITIES:

               

Real estate acquired through foreclosure

  $ 0     $ 253  

Change in unrealized gain on available-for-sale securities

  $ 2,675     $ 1,694  

 

 

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

 

8

 

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 (“the Company”) 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 Bank was converted into one share of the Company and the Company became the sole wholly-owned subsidiary of the holding company.

 

The consolidated financial statements include the accounts of the parent company and its wholly-owned bank subsidiary. Unless otherwise stated, the “Company” refers to the consolidated entity, Oak Valley Bancorp, while the “Bank” refers to Oak Valley Community Bank. All material intercompany transactions have been eliminated. In the opinion of Management, the consolidated financial statements contain all adjustments necessary to present fairly the financial position, results of operations, changes in shareholders’ equity and cash flows.  All adjustments are of a normal, recurring nature. The interim consolidated financial statements included in this report are unaudited but reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three and nine month periods ended September 30, 2017 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, 2016.

 

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.

 

On December 23, 2015, the Company completed its acquisition of Mother Lode Bank (“MLB”), a California state-chartered bank headquartered in Sonora, California, in a transaction in which Mother Lode Bank was merged with and into the Bank, with the Bank as the surviving company in the transaction. The purchase price for Mother Lode Bank was approximately $7.3 million.

 

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

 

   

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

   

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a converged standard involving FASB and International Financial Reporting Standards that provides a single comprehensive revenue recognition model for all contracts with customers across transactions and industries. The core principal of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount and at a time that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Subsequent updates related to Revenue from Contracts with Customers (Topic 606) are as follows:

 

 

August 2015 ASU No. 2015-14 - Deferral of the Effective Date, institutes a one-year deferral of the effective date of this amendment to annual reporting periods beginning after December 15, 2017. Early application is permitted only as of annual periods beginning after December 15, 2016, including interim reporting periods within that reporting period.

 

 

March 2016 ASU No. 2016-08 - Principal versus Agent Considerations (Reporting Revenue Gross versus Net), clarifies the implementation guidance on principal versus agent considerations and on the use of indicators that assist an entity in determining whether it controls a specified good or service before it is transferred to the customer.

 

 

April 2016 ASU No. 2016-10 - Identifying Performance Obligations and Licensing, provides guidance in determining performance obligations in a contract with a customer and clarifies whether a promise to grant a license provides a right to access or the right to use intellectual property.

 

 

May 2016 ASU No. 2016-12 - Narrow Scope Improvements and Practical Expedients, gives further guidance on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition.

 

9

 

The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements.

 

In September, 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement Period Adjustments (Topic 805). This ASU eliminates the requirement to restate prior period financial statements for measurement period adjustments to assets acquired and liabilities assumed in a business combination. The new guidance under this update requires the cumulative impact of measurement period adjustments be recognized in the period the adjustment is determined. This update does not change what constitutes a measurement period adjustment, nor does it change the length of the measurement period. The new standard is effective for interim annual periods beginning after December 15, 2015 and should be applied prospectively to measurement period adjustments that occur after the effective date. The adoption of this update did not have a material impact on the Company’s consolidated financial statements.

 

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this ASU make improvements to GAAP related to financial instruments that include the following as applicable to us:

 

 

Equity investments, except for those accounted for under the equity method of accounting or those that result in consolidation of the investee, are required to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

 

 

Simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment - if impairment exists, this requires measuring the investment at fair value.

 

 

Eliminates the requirement for public companies to disclose the method(s) and significant assumptions used to estimate the fair value that is currently required to be disclosed for financial instruments measured at amortized cost on the balance sheet.

 

 

Public companies will be required to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.

 

 

Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements.

 

 

The reporting entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets.

 

ASU 2016-01 is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. This ASU will impact our financial statement disclosures, however, we do not expect this ASU to have a material impact on our financial condition or results of operations.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities, including leases classified as operating leases under previous GAAP, on the balance sheet and requiring additional disclosures of key information about leasing arrangements. ASU 2016-02 is effective for annual periods, including interim periods within those annual periods beginning after December 15, 2018 and requires a modified retrospective approach to adoption. Early application of the amendments is permitted. While the Company has not quantified the impact to its balance sheet, it does expect the adoption of this ASU will result in a gross-up in its balance sheet as a result of recording a right-of-use asset and a lease liability for each lease, which is expected to decrease our leverage ratio by less than one percent.

 

In March 2016, FASB issued ASU 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.  The amendments in ASU 2016-09 simplify several aspects of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments are effective for public companies for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any interim or annual period. The Company adopted this ASU for the full fiscal year of 2016 and it did not have a significant impact on its consolidated financial statements.

 

10

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326). This update changes the methodology used by financial institutions under current U.S. GAAP to recognize credit losses in the financial statements.  Currently, U.S. GAAP requires the use of the incurred loss model, whereby financial institutions recognize in current period earnings, incurred credit losses and those inherent in the financial statements, as of the date of the balance sheet.    This guidance results in a new model for estimating the allowance for loan and lease losses, commonly referred to as the Current Expected Credit Loss (“CECL”) model.  Under the CECL model, financial institutions are required to estimate future credit losses and recognize those losses in current period earnings.  The amendments within the update are effective for fiscal years and all interim periods beginning after December 15, 2019, with early adoption permitted.  Upon adoption of the amendments within this update, the Company will be required to make a cumulative-effect adjustment to the opening balance of retained earnings in the year of adoption. The Company is currently in the process of evaluating the impact the adoption of this update will have on its financial statements. While the Company has not quantified the impact of this ASU, it does expect changing from the current incurred loss model to an expected loss model will result in an earlier recognition of losses, and an increase to our allowance for loan losses.

 

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments (Topic 230). This update clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows with the objective of reducing the existing diversity in practice related to eight specific cash flow issues. The amendments in this update are effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of the amendments within this update will have a material impact on the Company’s financial statements.

 

In January 2017, FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings.  These amendments apply to ASU 2014-9 (Revenue from Contracts with Customers), ASU 2016-02 (Leases), and ASU 2016-13 (Financial Instruments - Credit Losses).  The Company does not expect these amendments to have a significant impact on its consolidated financial statements.

 

 

NOTE 3 – SECURITIES

 

The amortized cost and estimated fair values of debt securities as of September 30, 2017 are as follows:

 

(dollars in thousands)

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Fair Value

 
                                 

Available-for-sale securities:

                               

U.S. agencies

  $ 26,780     $ 513     $ (84 )   $ 27,209  

Collateralized mortgage obligations

    3,963       6       (29 )     3,940  

Municipalities

    88,026       2,677       (103 )     90,600  

SBA pools

    12,389       33       (15 )     12,407  

Corporate debt

    19,356       98       (722 )     18,732  

Asset backed securities

    24,727       137       (11 )     24,853  

Mutual fund

    3,324       0       (208 )     3,116  
    $ 178,565     $ 3,464     $ (1,172 )   $ 180,857  

 

11

 

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, 2017.

 

(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

  $ 6,464       (72 )   $ 1,841     $ (12 )   $ 8,305     $ (84 )

Collateralized mortgage obligations

    1,122       (10 )     968       (19 )     2,090       (29 )

Municipalities

    10,158       (58 )     2,879       (45 )     13,037       (103 )

SBA pools

    3,812       (8 )     716       (7 )     4,528       (15 )

Corporate debt

    1,984       (16 )     13,785       (706 )     15,769       (722 )

Asset backed securities

    6,219       (9 )     347       (2 )     6,566       (11 )

Mutual fund

    0       0       3,116       (208 )     3,116       (208 )

Total temporarily impaired securities

  $ 29,759     $ (173 )   $ 23,652     $ (999 )   $ 53,411     $ (1,172 )

 

 

At September 30, 2017, there were ten corporate debts, four municipalities, two SBA pools, one U.S. agency, one collateralized mortgage obligation, one asset backed securities and one mutual fund that comprised the total securities in an unrealized loss position for greater than 12 months and twelve municipalities, five U.S. agencies, four asset backed securities, two SBA pools, one collateralized mortgage obligation, and one corporate debt 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.

 

The amortized cost and estimated fair value of investment securities at September 30, 2017, by contractual maturity or call date, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

(dollars in thousands)

 

Amortized

   

Fair

 
   

Cost

   

Value

 

Available-for-sale securities:

               

Due in one year or less

  $ 12,724     $ 12,981  

Due after one year through five years

    57,326       57,740  

Due after five years through ten years

    56,841       58,143  

Due after ten years

    51,674       51,993  
    $ 178,565     $ 180,857  

 

12

 

The amortized cost and estimated fair values of debt securities as of December 31, 2016, are as follows:

 

(dollars in thousands)

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Fair Value

 
                                 

Available-for-sale securities:

                               

U.S. agencies

  $ 27,879     $ 616     $ (209 )   $ 28,286  

Collateralized mortgage obligations

    4,159       7       (57 )     4,109  

Municipalities

    77,957       1,318       (946 )     78,329  

SBA pools

    7,219       0       (51 )     7,168  

Corporate debt

    21,349       81       (867 )     20,563  

Asset backed securities

    18,888       32       (101 )     18,819  

Mutual fund

    3,264       0       (205 )     3,059  
    $ 160,715     $ 2,054     $ (2,436 )   $ 160,333  

 

 

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, 2016.

 

(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

  $ 8,769     $ (208 )   $ 718     $ (1 )   $ 9,487     $ (209 )

Collateralized mortgage obligations

    3,166       (57 )     0       0       3,166       (57 )

Municipalities

    45,137       (917 )     402       (29 )     45,539       (946 )

SBA pools

    6,415       (46 )     753       (5 )     7,168       (51 )

Corporate debt

    12,776       (757 )     2,884       (110 )     15,660       (867 )

Asset backed securities

    2,576       (15 )     8,272       (86 )     10,848       (101 )

Mutual fund

    0       0       3,059       (205 )     3,059       (205 )

Total temporarily impaired securities

  $ 78,839     $ (2,000 )   $ 16,088     $ (436 )   $ 94,927     $ (2,436 )

 

 

We recognized gross gains of $4,000 and $394,000 for the three and nine month periods ended September 30, 2017, respectively, on certain available-for-sale securities that were called, which compares to $10,000 and $29,000 in the same periods of 2016. There were no securities sold during the first nine months of 2017 or 2016.

 

Securities carried at $93,594,000 and $89,362,000 at September 30, 2017 and December 31, 2016, respectively, were pledged to secure deposits of public funds.

 

13

 

NOTE 4 – LOANS

 

Our customers are primarily located in Stanislaus, San Joaquin, Tuolumne, Inyo, and Mono Counties. As of September 30, 2017, approximately 79% of the Company’s loans are commercial real estate loans which include construction loans. Approximately 10% 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 5% are agriculture loans. Loan totals were as follows:

 

 

   

September 30, 2017

   

December 31, 2016

 

Commercial real estate:

               

Commercial real estate- construction

  $ 20,254     $ 23,378  

Commercial real estate- mortgages

    417,253       389,495  

Land

    8,496       9,823  

Farmland

    56,670       56,159  

Commercial and industrial

    65,444       64,201  

Consumer

    607       767  

Consumer residential

    37,836       38,672  

Agriculture

    30,049       28,454  
      636,609       610,949  
                 
                 

Deferred loan fees and costs, net

    (1,781 )     (2,013 )

Allowance for loan losses

    (7,917 )     (7,832 )
    $ 626,911     $ 601,104  

 

 

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, 2017 and December 31, 2016, commercial real estate loans equal to approximately 42.3% and 40.9%, respectively, of the outstanding principal balance of our commercial real estate loans were secured by owner-occupied properties.

 

14

 

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,

2017

   

December 31,

2016

 

Commercial real estate:

               

Commercial real estate- construction

  $ 0     $ 0  

Commercial real estate- mortgages

    0       0  

Land

    993       2,715  

Farmland

    0       0  

Commercial and industrial

    302       306  

Consumer

    0       0  

Consumer residential

    16       16  

Agriculture

    0       0  

Total non-accrual loans

  $ 1,311     $ 3,037  

 

15

 

Excluded from the above non-accrual loan table is the $33,000 carrying value of one Purchased Credit Impaired loan acquired in the MLB Acquisition.

 

Had non-accrual loans performed in accordance with their original contract terms, we would have recognized additional interest income of approximately $27,000 and $95,000 in the three and nine month periods ended September 30, 2017, respectively, as compared to $38,000 and $118,000 in the same periods of 2016.

 

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, 2017 (in thousands):

 

September 30, 2017

 

30-59

Days

Past Due

   

60-89

Days

Past Due

   

Greater

Than 90

Days

Past Due

   

Total

Past

Due

   

Current

   

Purchased

Credit

Impaired

Loans

   

Total

   

Greater

Than 90

Days

Past Due

and Still

Accruing

 

Commercial real estate:

                                                               

Commercial R.E. - construction

  $ 0     $ 0     $ 0     $ 0     $ 20,254     $ 0     $ 20,254     $ 0  

Commercial R.E. - mortgages

    25       0       0       25       417,228       0       417,253       0  

Land

    0       0       993       993       7,470       33       8,496       0  

Farmland

    0       0       0       0       56,670       0       56,670       0  

Commercial and industrial

    0       0       302       302       65,142       0       65,444       0  

Consumer

    0       0       0       0       607       0       607       0  

Consumer residential

    0       0       0       0       37,836       0       37,836       0  

Agriculture

    0       0       0       0       30,049       0       30,049       0  

Total

  $ 25     $ 0     $ 1,295     $ 1,320     $ 635,256     $ 33     $ 636,609     $ 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, 2016 (in thousands):

 

December 31, 2016

 

30-59

Days

Past Due

   

60-89

Days

Past Due

   

Greater

Than 90

Days

Past Due

   

Total

Past Due

   

Current

   

Purchased

Credit

Impaired

Loans

   

Total

   

Greater

Than 90

Days Past

Due and

Still

Accruing

 

Commercial real estate:

                                                               

Commercial R.E. - construction

  $ 0     $ 0     $ 0     $ 0     $ 23,378     $ 0       23,378     $ 0  

Commercial R.E. - mortgages

    0       0       0       0       389,495       0       389,495       0  

Land

    0       0       2,715       2,715       7,075       33       9,823       0  

Farmland

    0       0       0       0       56,159       0       56,159       0  

Commercial and industrial

    0       0       302       302       63,899       0       64,201       0  

Consumer

    0       0       0       0       767       0       767       0  

Consumer residential

    0       0       16       16       38,656       0       38,672       0  

Agriculture

    0       0       0       0       28,454       0       28,454       0  

Total

  $ 0     $ 0     $ 3,033     $ 3,033     $ 607,883     $ 33       610,949     $ 0  

 

 

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, 2017 and 2016.

 

16

 

Impaired loans as of September 30, 2017 and December 31, 2016 are set forth in the following tables. PCI loans are excluded from the tables below, as they have not experienced post acquisition declines in cash flows expected to be collected.

 

 

(in thousands)

 

Unpaid

Contractual

Principal

Balance

   

Recorded

Investment

With No

Allowance

   

Recorded

Investment

With

Allowance

   

Total

Recorded

Investment

   

Related

Allowance

 

September 30, 2017

                                       

Commercial real estate:

                                       

Commercial R.E. - construction

  $ 0     $ 0     $ 0     $ 0     $ 0  

Commercial R.E. - mortgages

    0       0       0       0       0  

Land

    1,309       0       993       993       680  

Farmland

    0       0       0       0       0  

Commercial and Industrial

    351       302       0       302       0  

Consumer

    0       0       0       0       0  

Consumer residential

    16       16       0       16       0  

Agriculture

    0       0       0       0       0  

Total

  $ 1,676     $ 318     $ 993     $ 1,311     $ 680  

 

 

(in thousands)

 

Unpaid

Contractual

Principal

Balance

   

Recorded

Investment

With No

Allowance

   

Recorded

Investment

With

Allowance

   

Total

Recorded

Investment

   

Related

Allowance

 

December 31, 2016

                                       

Commercial real estate:

                                       

Commercial R.E. - construction

  $ 0     $ 0     $ 0     $ 0     $ 0  

Commercial R.E. - mortgages

    0       0       0       0       0  

Land

    3,131       0       2,715       2,715       680  

Farmland

    0       0       0       0       0  

Commercial and Industrial

    353       306       0       306       0  

Consumer

    0       0       0       0       0  

Consumer residential

    16       16       0       16       0  

Agriculture

    0       0       0       0       0  

Total

  $ 3,500     $ 322     $ 2,715     $ 3,037     $ 680  

 

17

 

Average recorded investment in impaired loans outstanding as of September 30, 2017 and 2016 is set forth in the following table.

 

   

Average Recorded Investment for the

 
   

Three Months

Ended

   

Three Months

Ended

   

Nine Months

Ended

   

Nine Months

Ended

 

(in thousands)

 

September 30,

2017

   

September 30,

2016

   

September 30,

2017

   

September 30,

2016

 

Commercial real estate:

                               

Commercial R.E. - construction

  $ 0     $ 0     $ 0     $ 0  

Commercial R.E. - mortgages

    0       0       0       0  

Land

    1,518       2,324       2,018       2,439  

Farmland

    0       0       0       0  

Commercial and Industrial

    302       312       304       316  

Consumer

    0       0       0       0  

Consumer residential

    75       0       96       0  

Agriculture

    0       0       0       0  

Total

  $ 1,895     $ 2,636     $ 2,418     $ 2,755  

 

 

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

 

At September 30, 2017, there were 5 loans that were considered to be troubled debt restructurings, all of which are considered non-accrual totaling $1,311,000. At December 31, 2016, there were 6 loans that were considered to be troubled debt restructurings, all of which are considered non-accrual totaling $3,037,000. At September 30, 2017 and December 31, 2016 there were no unfunded commitments on loans classified as a troubled debt restructures. We have allocated $680,000 of specific reserves to loans whose terms have been modified in troubled debt restructurings as of September 30, 2017 and December 31, 2016.

 

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 three and nine months ended September 30, 2017, no loans were modified as troubled debt restructurings, compared to one loan with a recorded investment of $292,000 that was modified as a troubled debt restructuring by extending the maturity date during the nine month period ended September 30, 2016. This troubled debt restructuring did not increase the allowance for loan losses as a result of loan modifications. There were no charge-offs as a result of the loan modification, as the contractual balances outstanding were determined to be collectible.

 

There were no loans modified as troubled debt restructurings within the previous twelve months and for which there was a payment default during the three and nine month periods ended September 30, 2017 and 2016. A loan is considered to be in payment default once it is ninety days contractually past due under the modified terms.

 

Loan Risk Grades Quality ratings (Risk Grades) are assigned to all commitments and stand-alone notes. Risk grades define the basic characteristics of commitments or stand-alone note in relation to their risk. All loans are graded using a system that maximizes the loan quality information contained in loan review grades, while ensuring that the system is compatible with the grades used by bank examiners.

 

We grade loans using the following letter system:

 

1 Exceptional Loan

2 Quality Loan

3 A Better Than Acceptable Loan

3 B Acceptable Loan

3 C Marginally Acceptable Loan

4 (W) Watch Acceptable Loan

5 Other Loans Especially Mentioned

6 Substandard Loan

7 Doubtful Loan

8 Loss

 

18

 

1. Exceptional Loan - Loans with A+ credits that contain very little, if any, risk. Grade 1 loans are considered Pass. To qualify for this rating, the following characteristics must be present:

-A high level of liquidity and whose debt-servicing capacity exceeds expected obligations by a substantial margin.

-Where leverage is below average for the industry and earnings are consistent or growing without severe vulnerability to economic cycles.

-Also included in this rating (but not mandatory unless one or more of the preceding characteristics are missing) are loans that are fully secured and properly margined by our own time instruments or U.S. blue chip securities. To be properly margined cash collateral must be equal to, or greater than, 110% of the loan amount.

 

2. Quality Loan - Loans with excellent sources of repayment that conform in all respects to bank policy and regulatory requirements. These are also loans for which little repayment risk has been identified. No credit or collateral exceptions. Grade 2 loans are considered Pass. Other factors include:

-Unquestionable debt-servicing capacity to cover all obligations in the ordinary course of business from well-defined primary and secondary sources.

-Consistent strong earnings.

-A solid equity base.

 

3A. Better than Acceptable Loan - In the interest of better delineating the loan portfolio’s true credit risk for reserve allocation, further granularity has been sought by splitting the grade 3 category into three classifications. The distinction between the three are bank-defined guidelines and represent a further refinement of the regulatory definition of a pass, or grade 3 loan. Grade 3A is the stronger third of the pass category, but is not strong enough to be a grade 2 and is characterized by:

-Strong earnings with no loss in last three years and ample cash flow to service all debt well above policy guidelines.

-Long term experienced management with depth and defined management succession.

-The loan has no exceptions to policy.

-Loan-to-value on real estate secured transactions is 10% to 20% less than policy guidelines.

-Very liquid balance sheet that may have cash available to pay off our loan completely.

-Little to no debt on balance sheet.

 

3B. Acceptable Loan - 3B loans are simply defined as all loans that are less qualified than 3A loans and are stronger than 3C loans. These loans are characterized by acceptable sources of repayment that conform to bank policy and regulatory requirements. Repayment risks are acceptable for these loans. Credit or collateral exceptions are minimal, are in the process of correction, and do not represent repayment risk. These loans:

-Are those where the borrower has average financial strengths, a history of profitable operations and experienced management.

-Are those where the borrower can be expected to handle normal credit needs in a satisfactory manner.

 

3C. Marginally Acceptable - 3C loans have similar characteristics as that of 3Bs with the following additional characteristics:

Requires collateral. A credit facility where the borrower has average financial strengths, but usually lacks reliable secondary sources of repayment other than the subject collateral. Other common characteristics can include some or all of the following: minimal background experience of management, lacking continuity of management, a start-up operation, erratic historical profitability (acceptable reasons-well identified), lack of or marginal sponsorship of guarantor, and government guaranteed loans.

 

4W Watch Acceptable - Watch grade will be assigned to any credit that is adequately secured and performing but monitored for a number of indicators. These characteristics may include any unexpected short-term adverse financial performance from budgeted projections or prior period’s results (i.e., declining profits, sales, margins, cash flow, or increased reliance on leverage, including adverse balance sheet ratios, trade debt issues, etc.). Additionally, any managerial or personal problems of company management, decline in the entire industry or local economic conditions, or failure to provide financial information or other documentation as requested; issues regarding delinquency, overdrafts, or renewals; and any other issues that cause concern for the company. Loans to individuals or loans supported by guarantors with marginal net worth and/or marginal collateral. Weakness identified in a Watch credit is short-term in nature. Loans in this category are usually accounts the Bank would want to retain providing a positive turnaround can be expected within a reasonable time frame. Grade 4 loans are considered Pass.

 

5 Other Loans Especially Mentioned (Special Mention) - A special mention extension of credit is defined as having potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may, at some future date result in the deterioration of the repayment prospects for the credit or the institution’s credit position. Extensions of credit that might be detailed in this category include the following:

-The lending officer may be unable to properly supervise the credit because of an inadequate loan or credit agreement.

-Questions exist regarding the condition of and/or control over collateral.

-Economic or market conditions may unfavorably affect the obligor in the future.

-A declining trend in the obligor’s operations or an imbalanced position in the balance sheet exists, but not to the point that repayment is jeopardized.

 

19

 

6 Substandard Loan - A “substandard” extension of credit is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Extensions of credit so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard credits, does not have to exist in individual extensions of credit classified substandard.

 

7 Doubtful Loan - An extension of credit classified “doubtful” has all the weaknesses inherent in one classified substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high but because of certain important and reasonably specific pending factors that may work to the advantage of and strengthen the credit, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors may include a proposed merger or acquisition, liquidation proceedings, capital injection, perfecting liens on additional collateral or refinancing plans. The entire loan need not be classified doubtful when collection of a specific portion appears highly probable. An example of proper use of the doubtful category is the case of a company being liquidated, with the trustee-in-bankruptcy indicating a minimum disbursement of 40 percent and a maximum of 65 percent to unsecured creditors, including the Bank. In this situation, estimates are based on liquidation value appraisals with actual values yet to be realized. By definition, the only portion of the credit that is doubtful is the 25 percent difference between 40 and 65 percent.

 

A proper classification of such a credit would show 40 percent substandard, 25 percent doubtful, and 35 percent loss. A credit classified as doubtful should be resolved within a ‘reasonable’ period of time. Reasonable is generally defined as the period between examinations. In other words, a credit classified doubtful at an examination should be cleared up before the next exam. However, there may be situations that warrant continuation of the doubtful classification a while longer.

 

8 Loss - Extensions of credit classified “loss” are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the credit has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off, even though partial recovery may be affected in the future. It should not be the Company’s practice to attempt long-term recoveries while the credit remains on the books. Losses should be taken in the period in which they surface as uncollectible.

 

As of September 30, 2017 and December 31, 2016, there are no loans that are classified with a risk grade of 8- Loss.

 

 

The following table presents weighted average risk grades of our loan portfolio:

 

   

September 30, 2017

   

December 31, 2016

 
   

Weighted Average

Risk Grade

   

Weighted Average

Risk Grade

 

Commercial real estate:

               

Commercial real estate - construction

    3.00       3.07  

Commercial real estate - mortgages

    3.07       3.08  

Land

    3.98       4.39  

Farmland

    3.22       3.09  

Commercial and industrial

    3.59       2.70  

Consumer

    2.15       2.28  

Consumer residential

    3.01       3.03  

Agriculture

    3.20       3.08  

Total gross loans

    3.15       3.06  

 

20

 

The following table presents risk grade totals by class of loans as of September 30, 2017 and December 31, 2016. Risk grades 1 through 4 have been aggregated in the “Pass” line.

 

 

(in thousands)

 

Commercial R.E.
Construction

   

Commercial R.E.
Mortgages

   

Land (1)

   

Farmland

   

Commercial and Industrial

   

Consumer

   

Consumer Residential

   

Agriculture

   

Total

 
                                                                         

September 30, 2017

                                                                       
                                                                         

Pass

  $ 20,254     $ 416,289     $ 7,041     $ 56,670     $ 60,335     $ 579     $ 37,773     $ 30,049     $ 628,990  

Special mention

    -       258       -       -       3,920       -       -       -       4,178  

Substandard

    -       706       1,175       -       1,189       28       63       -       3,161  

Doubtful

    -       -       280       -       -       -       -       -       280  

Total loans

  $ 20,254     $ 417,253     $ 8,496     $ 56,670     $ 65,444     $ 607     $ 37,836     $ 30,049     $ 636,609  
                                                                         

December 31, 2016

                                                                       
                                                                         

Pass

  $ 22,560     $ 388,365     $ 6,637     $ 56,159     $ 62,770     $ 738     $ 38,300     $ 28,454     $ 603,983  

Special mention

    818       1,063       -       -       189       -       -       -       2,070  

Substandard

    -       67       2,906               1,242       29       372       -       4,616  

Doubtful

    -       -       280       -       -       -       -       -       280  

Total loans

  $ 23,378     $ 389,495     $ 9,823     $ 56,159     $ 64,201     $ 767     $ 38,672     $ 28,454     $ 610,949  

 

(1)

Included in the above table is Purchased Credit Impaired loans recorded at their fair value of $33,000 as of September 30, 2017 and December 31, 2016,
which were acquired in the MLB Acquisition.

 

Allowance for Loan Losses. The allowance for loan losses is a reserve established by the Company through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The allowance for loan loss methodology includes allowance allocations calculated in accordance with ASC Topic 310, “Receivables” and allowance allocations calculated in accordance with ASC Topic 450, “Contingencies.” Accordingly, the methodology is based on historical loss experience by type of credit and internal risk grade, specific homogeneous risk pools and specific loss allocations, with adjustments for current events and conditions. The process for determining the appropriate level of the allowance for loan losses is designed to account for credit deterioration as it occurs. The provision for loan losses reflects loan quality trends, including the levels of and trends related to non-accrual loans, past due loans, potential problem loans, criticized loans and net charge-offs or recoveries, among other factors. The provision for loan losses also reflects the totality of actions taken on all loans for a particular period. In other words, the amount of the provision reflects not only the necessary increases in the allowance for loan losses related to newly identified criticized loans, but it also reflects actions taken related to other loans including, among other things, any necessary increases or decreases in required allowances for specific loans or loan pools.

 

The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including, among other things, the performance of the Company’s loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

 

The Company’s allowance for loan losses consists of three elements: (i) specific valuation allowances determined in accordance with ASC Topic 310 based on probable losses on specific loans; (ii) historical valuation allowances determined in accordance with ASC Topic 450 based on historical loan loss experience for similar loans with similar characteristics and trends, adjusted, as necessary, to reflect the impact of current conditions; (iii) general valuation allowances determined in accordance with ASC Topic 450 based on general economic conditions and other qualitative risk factors both internal and external to the Bank and the Company; and (iv) unallocated allowance which represents the excess allowance not allocated to specific loans pools.

 

The allowances established for probable losses on specific loans are based on a regular analysis and evaluation of problem loans. Loans are classified based on an internal credit risk grading process that evaluates, among other things: (i) the obligor’s ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry in which the borrower operates. This analysis is performed at the relationship manager level for all commercial loans. When a loan has a calculated grade of 5 or higher, a special assets officer analyzes the loan to determine whether the loan is impaired and, if impaired, the need to specifically allocate a portion of the allowance for loan losses to the loan. Specific valuation allowances are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things.

 

21

 

Historical valuation allowances are calculated based on the historical loss experience of specific types of loans and the internal risk grade of such loans at the time they were charged-off. The Company calculates historical loss ratios for pools of similar loans with similar characteristics based on the proportion of actual charge-offs experienced to the total population of loans in the pool. The historical loss ratios are periodically updated based on actual charge-off experience. A historical valuation allowance is established for each pool of similar loans based upon the product of the historical loss ratio and the total dollar amount of the loans in the pool. The Company’s pools of similar loans include similarly risk-graded groups of commercial and industrial loans, commercial real estate loans, consumer real estate loans and consumer and other loans.

 

General valuation allowances are based on general economic conditions and other qualitative risk factors both internal and external to the Bank and the Company. In general, such valuation allowances are determined by evaluating, among other things: (i) the experience, ability and effectiveness of the Bank’s lending management and staff; (ii) the effectiveness of the Bank’s loan policies, procedures and internal controls; (iii) changes in asset quality; (iv) changes in loan portfolio volume; (v) the composition and concentrations of credit; (vi) the impact of competition on loan structuring and pricing; (vii) the effectiveness of the internal loan review function; (viii) the impact of environmental risks on portfolio risks; and (ix) the impact of rising interest rates on portfolio risk. Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis. Each component is determined to have either a high, moderate or low degree of risk. The results are then input into a “general allocation matrix” to determine an appropriate general valuation allowance.

 

Included in the general valuation allowances are allocations for groups of similar loans with risk characteristics that exceed certain concentration limits established by management. Concentration risk limits have been established, among other things, for certain industry concentrations, large balance and highly leveraged credit relationships that exceed specified risk grades, and loans originated with policy exceptions that exceed specified risk grades.

 

Loans identified as losses by management, internal loan review and/or bank examiners are charged-off. Furthermore, consumer loan accounts are charged-off automatically based on regulatory requirements.

 

22

 

The following table details activity in the allowance for loan losses by portfolio segment for the three and nine months ended September 30, 2017 and 2016. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

 

(in thousands)

 

Commercial

   

Commercial

           

Consumer

                         

Three Months Ended September 30, 2017

 

Real Estate

   

and Industrial

   

Consumer

   

Residential

   

Agriculture

   

Unallocated

   

Total

 

Beginning balance

  $ 6,247     $ 746     $ 30     $ 321     $ 453     $ 57     $ 7,854  

Charge-offs

    0       0       (9 )     0       0       0       (9 )

Recoveries

    0       0       2       0       0       0       2  

(Reversal of) provision for loan losses

    3       15       0       (7 )     100       (41 )     70  

Ending balance

  $ 6,250     $ 761     $ 23     $ 314     $ 553     $ 16     $ 7,917  
                                                         

Nine Months Ended September 30, 2017

                                                       

Beginning balance

  $ 6,185     $ 697     $ 51     $ 325     $ 504     $ 70     $ 7,832  

Charge-offs

    0       0       (26 )     0       0       0       (26 )

Recoveries

    0       0       5       1       0       0       6  

(Reversal of) provision for loan losses

    65       64       (7 )     (12 )     49       (54 )     105  

Ending balance

  $ 6,250     $ 761     $ 23     $ 314     $ 553     $ 16     $ 7,917  

 

(in thousands)

 

Commercial

   

Commercial

           

Consumer

                         

Three Months Ended September 30, 2016

 

Real Estate

   

and Industrial

   

Consumer

   

Residential

   

Agriculture

   

Unallocated

   

Total

 

Beginning balance

  $ 6,133     $ 671     $ 55     $ 387     $ 431     $ 3     $ 7,680  

Charge-offs

    0       0       (5 )     0       0       0       (5 )

Recoveries

    0       0       2       0       0       0       2  

(Reversal of) provision for loan losses

    (62 )     60       (4 )     (8 )     63       41       90  

Ending balance

  $ 6,071     $ 731     $ 48     $ 379     $ 494     $ 44     $ 7,767  
                                                         

Nine Months Ended September 30, 2016

                                                       

Beginning balance

  $ 5,920     $ 627     $ 38     $ 426     $ 309     $ 36     $ 7,356  

Charge-offs

    -       -       (12 )     -       -       -       (12 )

Recoveries

    3       -       5       -       -       -       8  

(Reversal of) provision for loan losses

    148       104       17       (47 )     185       8       415  

Ending balance

  $ 6,071     $ 731     $ 48     $ 379     $ 494     $ 44     $ 7,767  

 

23

 

 

The following table details the allowance for loan losses and ending gross loan balances as of September 30, 2017, December 31, 2016 and September 30, 2016 summarized by collective and individual evaluation methods of impairment.

 

 

(in thousands)

 

Commercial

   

Commercial

           

Consumer

                         

September 30, 2017

 

Real Estate

   

and Industrial

   

Consumer

   

Residential

   

Agriculture

   

Unallocated

   

Total

 

Allowance for loan losses for loans:

                                                       

Individually evaluated for impairment

  $ 680     $ 0     $ 0     $ 0     $ 0             $ 680  

Collectively evaluated for impairment

    5,570       761       23       314       553       16       7,237  
    $ 6,250     $ 761     $ 23     $ 314     $ 553     $ 16     $ 7,917  
                                                         

Ending gross loan balances:

                                                       

Individually evaluated for impairment

  $ 993     $ 303     $ 0     $ 15     $ 0     $ 0     $ 1,311  

Individually evaluated purchased credit impaired loans

    33       0       0       0       0       0       33  

Collectively evaluated for impairment

    501,647       65,141