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CALIFORNIA
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77-0539125
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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7100 N. Financial Dr., Suite 101, Fresno, CA
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93720
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(Address of principal executive offices)
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(Zip Code)
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None
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NASDAQ Capital Market
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[Common Stock, $ par value per share]
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[EXCHANGE]
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
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(Do not check if a smaller reporting company)
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Common Stock, No Par Value
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Outstanding at March 14, 2012
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[Common Stock, No par value per share]
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9,591,316
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shares
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Document
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Parts into Which Incorporated
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Proxy Statement for the Annual Meeting of Shareholders to be held May 16, 2012 (Proxy Statement)
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Part III
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ITEM 1 -
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DESCRIPTION OF BUSINESS
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Branch
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Monday — Thursday
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Friday
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Saturday
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Clovis Main
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9:00 a.m. to 4:00 p.m.
Drive Up 8:00 a.m. to 5:30 p.m.
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9:00 a.m. to 6:00 p.m.
Drive Up 8:00 a.m. to 6:00 p.m.
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None
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Fresno Downtown
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9:00 a.m. to 4:00 p.m.
Walk-up window 8:00 a.m. to 9:00 a.m.
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9:00 a.m. to 5:00 p.m.
Walk-up window 8:00 a.m. to 9:00 a.m.
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None
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Fig Garden Village
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9:00 a.m. to 5:00 p.m.
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9:00 a.m. to 6:00 p.m.
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10:00 a.m. to 2:00 p.m.
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Herndon & Fowler
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9:00 a.m. to 5:00 p.m.
Drive Up 8:30 a.m. to 5:30 p.m.
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9:00 a.m. to 6:00 p.m.
Drive Up 8:30 a.m. to 6:00 p.m.
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9:00 a.m. to 2:00 p.m.
Drive Up 9:00 a.m. to 2:00 p.m.
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River Park
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9:00 a.m. to 5:00 p.m.
Drive Up 9:00 a.m. to 5:30 p.m.
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9:00 a.m. to 6:00 p.m.
Drive Up 9:00 a.m. to 6:00 p.m.
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10:00 a.m. to 2:00 p.m.
Drive Up 10:00 a.m. to 2:00 p.m.
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Sunnyside
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9:00 a.m. to 5:00 p.m.
Drive Up 8:00 a.m. to 5:00 p.m.
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9:00 a.m. to 6:00 p.m.
Drive Up 8:00 a.m. to 6:00 p.m.
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None
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Kerman
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9:00 a.m. to 5:00 p.m.
Drive Up 8:30 a.m. to 5:00 p.m.
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9:00 a.m. to 6:00 p.m.
Drive Up 8:30 a.m. to 6:00 p.m.
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None
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Lodi
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9:00 a.m. to 5:00 p.m.
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9:00 a.m. to 6:00 p.m.
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None
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Madera
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8:30 a.m. to 5:00 p.m.
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8:30 a.m. to 6:00 p.m.
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None
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Merced
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9:00 a.m. to 5:00 p.m.
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9:00 a.m. to 6:00 p.m.
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None
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Modesto
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9:00 a.m. to 5:00 p.m.
Drive Up 8:30 a.m. to 5:00 p.m.
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9:00 a.m. to 6:00 p.m.
Drive Up 8:30 a.m. to 6:00 p.m.
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None
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Oakhurst
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8:30 a.m. to 5:00 p.m.
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8:30 a.m. to 6:00 p.m.
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None
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Prather (Foothill office)
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9:00 a.m. to 5:00 p.m.
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9:00 a.m. to 6:00 p.m.
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9:00 a.m. to 1:00 p.m.
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Sacramento Private Banking
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9:00 a.m. to 4:00 p.m.
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9:00 a.m. to 4:00 p.m.
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None
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Stockton
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9:00 a.m. to 5:00 p.m.
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9:00 a.m. to 6:00 p.m.
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None
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Tracy
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9:00 a.m. to 5:00 p.m.
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9:00 a.m. to 6:00 p.m.
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None
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Financial Drive
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8:00 a.m. to 5:00 p.m.
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8:00 a.m. to 5:00 p.m.
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None
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2011
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2010
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2009
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|||||||||||||||||||||||||||
(Dollars in thousands)
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Average
Balance
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Interest
Income/
Expense
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Average
Interest
Rate
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Average
Balance
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Interest
Income/
Expense
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Average
Interest
Rate
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Average
Balance
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Interest
Income/
Expense
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Average
Interest
Rate
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ASSETS:
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Interest-earning deposits in other banks
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$
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73,016
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$
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187
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0.26
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%
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$
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42,047
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$
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110
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0.26
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%
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$
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3,008
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$
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8
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0.27
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%
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Securities:
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Taxable securities
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150,559
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4,548
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3.02
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%
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124,163
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5,472
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4.41
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%
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114,465
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7,701
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6.73
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%
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Non-taxable securities (1)
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75,665
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5,248
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6.94
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%
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64,838
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4,605
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7.10
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%
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64,325
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4,632
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7.20
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%
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Total investment securities
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226,224
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9,796
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4.33
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%
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189,001
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10,077
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5.33
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%
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178,790
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12,333
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6.90
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%
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Federal funds sold
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695
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2
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0.29
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%
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713
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2
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0.28
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%
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17,627
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48
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0.27
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%
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Total
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299,935
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9,985
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3.33
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%
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231,761
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10,189
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4.40
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%
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199,425
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12,389
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6.21
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%
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Loans (2)(3)
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412,969
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26,098
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6.32
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%
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437,959
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27,390
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6.25
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%
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469,341
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29,920
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6.37
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%
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Federal Home Loan Bank stock
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2,958
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9
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0.30
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%
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3,084
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11
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0.36
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%
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3,140
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7
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0.22
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%
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Total interest-earning assets (1)
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715,862
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$
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36,092
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5.04
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%
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672,804
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$
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37,590
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5.59
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%
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671,906
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$
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42,316
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6.30
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%
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Allowance for credit losses
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(11,018
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)
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(10,922
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)
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(8,608
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)
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Nonaccrual loans
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15,322
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17,381
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13,117
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Other real estate owned
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217
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2,972
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2,553
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Cash and due from banks
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17,977
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16,479
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17,401
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Bank premises and equipment
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5,788
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6,089
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6,629
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Other non-earning assets
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56,030
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54,049
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49,511
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Total average assets
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$
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800,178
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$
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758,852
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$
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752,509
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2011
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2010
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2009
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|||||||||||||||||||||||||||
(Dollars in thousands)
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Average
Balance
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Interest
Income/
Expense
|
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Average
Interest
Rate
|
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Average
Balance
|
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Interest
Income/
Expense
|
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Average
Interest
Rate
|
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Average
Balance
|
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Interest
Income/
Expense
|
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Average
Interest
Rate
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|||||||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY:
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||||||
Interest-bearing liabilities
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Interest-bearing deposits:
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Savings and NOW accounts
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$
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154,765
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$
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368
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0.24
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%
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$
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142,350
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$
|
498
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0.35
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%
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$
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131,818
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$
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771
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0.58
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%
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Money market accounts (MMA)
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174,049
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|
692
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0.40
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%
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157,761
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1,036
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0.66
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%
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136,104
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1,262
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0.93
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%
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||||||
Time certificates of deposit, under $100,000
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70,111
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688
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0.98
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%
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69,066
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|
866
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1.25
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%
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90,614
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1,922
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2.12
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%
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||||||
Time certificates of deposit, $100,000 and over
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96,620
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914
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0.95
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%
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114,043
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1,313
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1.15
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%
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120,579
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1,912
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1.59
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%
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||||||
Total interest-bearing deposits
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495,545
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2,662
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0.54
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%
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483,220
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3,713
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0.77
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%
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479,115
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5,867
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1.22
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%
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||||||
Other borrowed funds
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10,265
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|
280
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2.73
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%
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19,634
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|
570
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2.90
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%
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29,987
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|
760
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2.53
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%
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||||||
Total interest-bearing liabilities
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505,810
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$
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2,942
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0.58
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%
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502,854
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$
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4,283
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0.85
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%
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509,102
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$
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6,627
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1.30
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%
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Non-interest bearing demand deposits
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182,244
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152,946
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153,148
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||||||
Other liabilities
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8,738
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6,878
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6,859
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||||||
Shareholders’ equity
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103,386
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96,174
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83,400
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||||||
Total average liabilities and shareholders’ equity
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$
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800,178
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$
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758,852
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$
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752,509
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Interest income and rate earned on average earning assets (1)
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$
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36,092
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5.04
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%
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|
|
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$
|
37,590
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|
|
5.59
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%
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|
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$
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42,316
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|
|
6.30
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%
|
|||
Interest expense and interest cost related to average interest-bearing liabilities
|
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|
|
|
2,942
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|
|
0.58
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%
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|
|
|
|
4,283
|
|
|
0.85
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%
|
|
|
|
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6,627
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|
|
1.30
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%
|
||||||
Net interest income and net interest margin (4)
|
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|
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$
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33,150
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4.63
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%
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|
|
|
|
$
|
33,307
|
|
|
4.95
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%
|
|
|
|
|
$
|
35,689
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|
|
5.31
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%
|
|
|
(1)
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Calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling
$1,784
,
$1,566
and
$1,575
in
2011
,
2010
and
2009
, respectively.
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(2)
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Loan interest income includes loan fees of
$399
in
2011
,
$460
in
2010
, and
$544
in
2009
.
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(3)
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Average loans do not include nonaccrual loans.
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(4)
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Net interest margin is computed by dividing net interest income by total average interest-earning assets.
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
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2011 Compared to 2010
|
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2010 Compared to 2009
|
||||||||||||||||||||
(In thousands)
|
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
Increase (decrease) due to changes in:
|
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|
|
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|
||||||
Interest income:
|
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|
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|
|
|
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|
|
|
|
|
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|
|
|
||||||
Interest-earning deposits in other banks
|
|
$
|
80
|
|
|
$
|
(3
|
)
|
|
$
|
77
|
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
102
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
|
1,926
|
|
|
(2,850
|
)
|
|
(924
|
)
|
|
726
|
|
|
(2,955
|
)
|
|
(2,229
|
)
|
||||||
Non-taxable (1)
|
|
746
|
|
|
(103
|
)
|
|
643
|
|
|
39
|
|
|
(66
|
)
|
|
(27
|
)
|
||||||
Total investment securities
|
|
2,672
|
|
|
(2,953
|
)
|
|
(281
|
)
|
|
765
|
|
|
(3,021
|
)
|
|
(2,256
|
)
|
||||||
Federal funds sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
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)
|
|
2
|
|
|
(46
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)
|
||||||
Loans
|
|
(1,654
|
)
|
|
362
|
|
|
(1,292
|
)
|
|
(1,649
|
)
|
|
(881
|
)
|
|
(2,530
|
)
|
||||||
FHLB Stock
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||
Total earning assets (1)
|
|
1,098
|
|
|
(2,596
|
)
|
|
(1,498
|
)
|
|
(830
|
)
|
|
(3,896
|
)
|
|
(4,726
|
)
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Savings, NOW and MMA
|
|
167
|
|
|
(641
|
)
|
|
(474
|
)
|
|
291
|
|
|
(790
|
)
|
|
(499
|
)
|
||||||
Certificates of deposit under $100,000
|
|
13
|
|
|
(191
|
)
|
|
(178
|
)
|
|
(388
|
)
|
|
(668
|
)
|
|
(1,056
|
)
|
||||||
Certificates of deposit $100,000 and over
|
|
(184
|
)
|
|
(215
|
)
|
|
(399
|
)
|
|
(99
|
)
|
|
(500
|
)
|
|
(599
|
)
|
||||||
Total interest-bearing deposits
|
|
(4
|
)
|
|
(1,047
|
)
|
|
(1,051
|
)
|
|
(196
|
)
|
|
(1,958
|
)
|
|
(2,154
|
)
|
||||||
Other borrowed funds
|
|
(336
|
)
|
|
46
|
|
|
(290
|
)
|
|
(327
|
)
|
|
137
|
|
|
(190
|
)
|
||||||
Total interest bearing liabilities
|
|
(340
|
)
|
|
(1,001
|
)
|
|
(1,341
|
)
|
|
(523
|
)
|
|
(1,821
|
)
|
|
(2,344
|
)
|
||||||
Net interest income (1)
|
|
$
|
1,438
|
|
|
$
|
(1,595
|
)
|
|
$
|
(157
|
)
|
|
$
|
(307
|
)
|
|
$
|
(2,075
|
)
|
|
$
|
(2,382
|
)
|
|
|
(1)
|
Computed on a tax equivalent basis for securities exempt from federal income taxes.
|
Available-for-Sale
|
|
Book Value at December 31,
|
||||||||||
(In thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||||
U.S. Government sponsored entities and agencies
|
|
$
|
149
|
|
|
$
|
190
|
|
|
$
|
353
|
|
Obligations of states and political subdivisions
|
|
101,030
|
|
|
74,598
|
|
|
68,708
|
|
|||
U.S. Government agencies collateralized by mortgage obligations
|
|
204,222
|
|
|
88,105
|
|
|
85,530
|
|
|||
Other collateralized mortgage obligations
|
|
8,408
|
|
|
18,661
|
|
|
36,280
|
|
|||
Corporate debt securities
|
|
—
|
|
|
500
|
|
|
1,228
|
|
|||
Other equity securities
|
|
7,596
|
|
|
7,628
|
|
|
7,645
|
|
|||
Total Available-for-Sale Securities
|
|
$
|
321,405
|
|
|
$
|
189,682
|
|
|
$
|
199,744
|
|
(Dollars in thousands)
|
|
In one year or less
|
|
After one through five
years
|
|
After five through ten years
|
|
After ten years
|
|
Total
|
|||||||||||||||||||||||||
Available-for-Sale Securities
|
|
Amount
|
|
Yield(1)
|
|
Amount
|
|
Yield(1)
|
|
Amount
|
|
Yield(1)
|
|
Amount
|
|
Yield(1)
|
|
Amount
|
|
Yield(1)
|
|||||||||||||||
Debt securities(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. Government sponsored entities and agencies
|
|
$
|
149
|
|
|
4.84
|
%
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
149
|
|
|
4.84
|
%
|
Obligations of states and political subdivisions
|
|
420
|
|
|
4.09
|
%
|
|
8,705
|
|
|
4.34
|
%
|
|
20,553
|
|
|
4.12
|
%
|
|
71,352
|
|
|
4.38
|
%
|
|
101,030
|
|
|
4.32
|
%
|
|||||
U.S. Government agencies collateralized by mortgage obligations
|
|
72
|
|
|
5.00
|
%
|
|
176
|
|
|
5.92
|
%
|
|
7,183
|
|
|
4.03
|
%
|
|
196,791
|
|
|
4.99
|
%
|
|
204,222
|
|
|
4.96
|
%
|
|||||
Other collateralized mortgage obligations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,420
|
|
|
4.75
|
%
|
|
6,988
|
|
|
5.64
|
%
|
|
8,408
|
|
|
5.49
|
%
|
|||||
Other equity securities
|
|
7,596
|
|
|
3.72
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,596
|
|
|
3.72
|
%
|
|||||
|
|
$
|
8,237
|
|
|
3.77
|
%
|
|
$
|
8,881
|
|
|
4.38
|
%
|
|
$
|
29,156
|
|
|
4.13
|
%
|
|
$
|
275,131
|
|
|
4.85
|
%
|
|
$
|
321,405
|
|
|
4.74
|
%
|
|
|
(1)
|
Not computed on a tax equivalent basis.
|
(2)
|
Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties. Expected maturities will also differ from contractual maturities due to unscheduled principal pay downs.
|
(In thousands)
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
$
|
78,089
|
|
|
$
|
81,318
|
|
|
$
|
93,282
|
|
|
$
|
109,664
|
|
|
$
|
71,416
|
|
Agricultural land and production
|
29,958
|
|
|
20,604
|
|
|
13,903
|
|
|
20,406
|
|
|
17,584
|
|
|||||
Total commercial
|
108,047
|
|
|
101,922
|
|
|
107,185
|
|
|
130,070
|
|
|
89,000
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Owner occupied
|
113,183
|
|
|
111,888
|
|
|
106,606
|
|
|
113,414
|
|
|
76,808
|
|
|||||
Real estate-construction and other land loans
|
33,047
|
|
|
32,038
|
|
|
51,633
|
|
|
57,923
|
|
|
48,593
|
|
|||||
Commercial real estate
|
62,523
|
|
|
63,627
|
|
|
71,420
|
|
|
64,358
|
|
|
43,334
|
|
|||||
Agricultural real estate
|
42,596
|
|
|
44,397
|
|
|
38,759
|
|
|
32,136
|
|
|
26,796
|
|
|||||
Other real estate
|
7,892
|
|
|
8,103
|
|
|
4,610
|
|
|
2,926
|
|
|
1,772
|
|
|||||
Total real estate
|
259,241
|
|
|
260,053
|
|
|
273,028
|
|
|
270,757
|
|
|
197,303
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity loans and lines of credit
|
51,106
|
|
|
58,860
|
|
|
65,353
|
|
|
63,828
|
|
|
46,575
|
|
|||||
Consumer and installment
|
9,765
|
|
|
11,261
|
|
|
14,033
|
|
|
19,801
|
|
|
8,838
|
|
|||||
Total consumer
|
60,871
|
|
|
70,121
|
|
|
79,386
|
|
|
83,629
|
|
|
55,413
|
|
|||||
Deferred loan fees, net
|
(764
|
)
|
|
(499
|
)
|
|
(392
|
)
|
|
(218
|
)
|
|
(588
|
)
|
|||||
Total gross loans
|
427,395
|
|
|
431,597
|
|
|
459,207
|
|
|
484,238
|
|
|
341,128
|
|
|||||
Allowance for credit losses
|
(11,396
|
)
|
|
(11,014
|
)
|
|
(10,200
|
)
|
|
(7,223
|
)
|
|
(3,887
|
)
|
|||||
Total (1)
|
$
|
415,999
|
|
|
$
|
420,583
|
|
|
$
|
449,007
|
|
|
$
|
477,015
|
|
|
$
|
337,241
|
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|||||||||||||
(1) Includes nonaccrual loans of:
|
$
|
14,434
|
|
|
$
|
18,561
|
|
18,959
|
|
$
|
18,959
|
|
179
|
|
$
|
15,750
|
|
18,561
|
|
$
|
179
|
|
(In thousands)
|
|
One Year or
Less
|
|
After One
Through Five
Years
|
|
After Five
Years
|
|
Total
|
||||||||
Loan Maturities:
|
|
|
|
|
|
|
|
|
||||||||
Commercial and agricultural
|
|
$
|
56,389
|
|
|
$
|
36,727
|
|
|
$
|
14,931
|
|
|
$
|
108,047
|
|
Real estate construction and other land loans
|
|
14,247
|
|
|
12,525
|
|
|
6,275
|
|
|
33,047
|
|
||||
Other real estate
|
|
21,305
|
|
|
31,222
|
|
|
173,667
|
|
|
226,194
|
|
||||
Consumer and installment
|
|
8,343
|
|
|
15,732
|
|
|
36,796
|
|
|
60,871
|
|
||||
|
|
$
|
100,284
|
|
|
$
|
96,206
|
|
|
$
|
231,669
|
|
|
$
|
428,159
|
|
Sensitivity to Changes in Interest Rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans with fixed interest rates
|
|
$
|
27,160
|
|
|
$
|
42,205
|
|
|
$
|
37,620
|
|
|
$
|
106,985
|
|
Loans with floating interest rates
|
|
73,124
|
|
|
54,001
|
|
|
194,049
|
|
|
321,174
|
|
||||
|
|
$
|
100,284
|
|
|
$
|
96,206
|
|
|
$
|
231,669
|
|
|
$
|
428,159
|
|
|
December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Nonaccrual
|
$
|
3,833
|
|
|
$
|
7,906
|
|
|
$
|
14,391
|
|
|
$
|
14,047
|
|
|
$
|
179
|
|
Restructured nonaccrual loans
|
10,601
|
|
|
10,655
|
|
|
4,568
|
|
|
1,703
|
|
|
—
|
|
|||||
|
$
|
14,434
|
|
|
$
|
18,561
|
|
|
$
|
18,959
|
|
|
$
|
15,750
|
|
|
$
|
179
|
|
Accruing loans past due 90 days or more
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Accruing troubled debt restructurings
|
9,210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Nonaccrual loans to total loans
|
3.38
|
%
|
|
4.30
|
%
|
|
4.13
|
%
|
|
3.25
|
%
|
|
0.05
|
%
|
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Loans outstanding at December 31,
|
|
$
|
428,159
|
|
|
$
|
432,096
|
|
|
$
|
459,599
|
|
|
$
|
484,456
|
|
|
$
|
341,716
|
|
Average loans outstanding during the year
|
|
$
|
428,291
|
|
|
$
|
455,340
|
|
|
$
|
482,458
|
|
|
$
|
367,009
|
|
|
$
|
331,459
|
|
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at beginning of year
|
|
$
|
11,014
|
|
|
$
|
10,200
|
|
|
$
|
7,223
|
|
|
$
|
3,887
|
|
|
$
|
3,809
|
|
Deduct loans charged-off:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
|
(280
|
)
|
|
(1,938
|
)
|
|
(1,383
|
)
|
|
(175
|
)
|
|
(264
|
)
|
|||||
Owner occupied
|
|
—
|
|
|
(218
|
)
|
|
(1,160
|
)
|
|
—
|
|
|
—
|
|
|||||
Real estate construction and other land loans
|
|
(286
|
)
|
|
(823
|
)
|
|
(569
|
)
|
|
—
|
|
|
—
|
|
|||||
Commercial real estate
|
|
(26
|
)
|
|
(11
|
)
|
|
(1,588
|
)
|
|
—
|
|
|
—
|
|
|||||
Other real estate
|
|
—
|
|
|
(453
|
)
|
|
(2,450
|
)
|
|
(393
|
)
|
|
(12
|
)
|
|||||
Consumer loans
|
|
(940
|
)
|
|
(679
|
)
|
|
(776
|
)
|
|
(283
|
)
|
|
(205
|
)
|
|||||
Total loans charged-off
|
|
(1,532
|
)
|
|
(4,122
|
)
|
|
(7,926
|
)
|
|
(851
|
)
|
|
(481
|
)
|
|||||
Add recoveries of loans previously charged off:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
|
286
|
|
|
429
|
|
|
45
|
|
|
22
|
|
|
15
|
|
|||||
Owner occupied
|
|
—
|
|
|
258
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|||||
Real estate construction and other land loans
|
|
52
|
|
|
42
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|||||
Commercial real estate
|
|
176
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|||||
Other real estate
|
|
—
|
|
|
81
|
|
|
201
|
|
|
22
|
|
|
1
|
|
|||||
Consumer loans
|
|
350
|
|
|
326
|
|
|
63
|
|
|
67
|
|
|
63
|
|
|||||
Total recoveries
|
|
864
|
|
|
1,136
|
|
|
389
|
|
|
111
|
|
|
79
|
|
|||||
Net charge-offs
|
|
(668
|
)
|
|
(2,986
|
)
|
|
(7,537
|
)
|
|
(740
|
)
|
|
(402
|
)
|
|||||
Allowance acquired in mergers
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,786
|
|
|
—
|
|
|||||
Add provision charged to operating expense
|
|
1,050
|
|
|
3,800
|
|
|
10,514
|
|
|
1,290
|
|
|
480
|
|
|||||
Balance at end of year
|
|
$
|
11,396
|
|
|
$
|
11,014
|
|
|
$
|
10,200
|
|
|
$
|
7,223
|
|
|
$
|
3,887
|
|
Allowance for credit losses as a percentage of outstanding loan balance
|
|
2.66
|
%
|
|
2.55
|
%
|
|
2.22
|
%
|
|
1.49
|
%
|
|
1.14
|
%
|
|||||
Net charge-offs to average loans outstanding
|
|
(0.16
|
)%
|
|
(0.66
|
)%
|
|
(1.56
|
)%
|
|
(0.20
|
)%
|
|
(0.12
|
)%
|
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|||||||||||||||||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Percent
of Loans
in Each
Category
to Total
Loans
|
|
Amount
|
|
Percent
of Loans
in Each
Category
to Total
Loans
|
|
Amount
|
|
Percent
of Loans
in Each
Category
to Total
Loans
|
|
Amount
|
|
Percent
of Loans
in Each
Category
to Total
Loans
|
|
Amount
|
|
Percent
of Loans
in Each
Category
to Total
Loans
|
|||||||||||||||
Commercial and industrial
|
|
$
|
1,853
|
|
|
16.8
|
%
|
|
$
|
2,149
|
|
|
17.4
|
%
|
|
$
|
2,861
|
|
|
22.2
|
%
|
|
$
|
1,777
|
|
|
26.7
|
%
|
|
$
|
1,254
|
|
|
27.1
|
%
|
Real estate construction, land development and other land loans
|
|
2,954
|
|
|
7.7
|
%
|
|
1,791
|
|
|
7.4
|
%
|
|
836
|
|
|
10.3
|
%
|
|
820
|
|
|
9.6
|
%
|
|
312
|
|
|
10.5
|
%
|
|||||
Real estate - other
|
|
3,712
|
|
|
42.8
|
%
|
|
3,579
|
|
|
42.5
|
%
|
|
3,813
|
|
|
48.2
|
%
|
|
2,570
|
|
|
46.9
|
%
|
|
1,353
|
|
|
44.0
|
%
|
|||||
Equity loans and lines of credit
|
|
1,419
|
|
|
12.0
|
%
|
|
1,975
|
|
|
13.6
|
%
|
|
334
|
|
|
7.8
|
%
|
|
64
|
|
|
6.8
|
%
|
|
157
|
|
|
7.2
|
%
|
|||||
Loans to finance agricultural and other loans to farmers
|
|
831
|
|
|
16.9
|
%
|
|
674
|
|
|
15.1
|
%
|
|
708
|
|
|
7.8
|
%
|
|
235
|
|
|
6.7
|
%
|
|
501
|
|
|
9.4
|
%
|
|||||
Loans to individuals for household, family and other personal expenditures and other loans
|
|
417
|
|
|
2.3
|
%
|
|
528
|
|
|
2.6
|
%
|
|
423
|
|
|
2.4
|
%
|
|
593
|
|
|
3.1
|
%
|
|
236
|
|
|
1.7
|
%
|
|||||
Other
|
|
71
|
|
|
1.5
|
%
|
|
80
|
|
|
1.4
|
%
|
|
48
|
|
|
1.3
|
%
|
|
64
|
|
|
0.2
|
%
|
|
23
|
|
|
0.1
|
%
|
|||||
Unallocated reserve
|
|
139
|
|
|
—
|
|
|
238
|
|
|
—
|
|
|
1,177
|
|
|
—
|
|
|
1,100
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|||||
|
|
$
|
11,396
|
|
|
100.0
|
%
|
|
$
|
11,014
|
|
|
100.0
|
%
|
|
$
|
10,200
|
|
|
100.0
|
%
|
|
$
|
7,223
|
|
|
100.0
|
%
|
|
$
|
3,887
|
|
|
100.0
|
%
|
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
(Dollars in thousands)
|
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|||||||||
NOW accounts
|
|
$
|
124,899
|
|
|
0.26
|
%
|
|
$
|
116,504
|
|
|
0.38
|
%
|
|
$
|
109,318
|
|
|
0.66
|
%
|
Money market accounts
|
|
$
|
174,049
|
|
|
0.40
|
%
|
|
$
|
157,761
|
|
|
0.66
|
%
|
|
$
|
136,104
|
|
|
0.93
|
%
|
Time certificates of deposit
|
|
$
|
166,731
|
|
|
0.96
|
%
|
|
$
|
183,109
|
|
|
1.19
|
%
|
|
$
|
211,193
|
|
|
1.82
|
%
|
Non-interest bearing demand
|
|
$
|
182,244
|
|
|
—
|
|
|
$
|
152,946
|
|
|
—
|
|
|
$
|
153,148
|
|
|
—
|
|
Total deposits
|
|
$
|
677,789
|
|
|
0.39
|
%
|
|
$
|
636,166
|
|
|
0.58
|
%
|
|
$
|
632,263
|
|
|
0.93
|
%
|
(In thousands)
|
|
||
Three months or less
|
$
|
41,943
|
|
Over 3 months through 6 months
|
27,029
|
|
|
Over 6 through 12 months
|
27,586
|
|
|
Over 12 months
|
6,019
|
|
|
|
$
|
102,577
|
|
|
2011
|
|
2010
|
|
2009
|
|||
Net income:
|
|
|
|
|
|
|
|
|
To average assets
|
0.81
|
%
|
|
0.43
|
%
|
|
0.34
|
%
|
To average shareholders’ equity
|
6.26
|
%
|
|
3.41
|
%
|
|
3.10
|
%
|
Dividends declared per share to net income per share
|
—
|
|
|
—
|
|
|
—
|
|
Average shareholders’ equity to average assets
|
12.92
|
%
|
|
12.67
|
%
|
|
11.08
|
%
|
|
REQUIREMENT
|
|
ACTUAL
|
||||||||
|
ADEQUATELY
CAPITALIZED
|
|
FOR THE
BANK TO BE
WELL
CAPITALIZED
|
|
BANK
|
|
COMPANY
|
||||
Total risk-based capital ratio
|
8.00
|
%
|
|
10.00
|
%
|
|
17.31
|
%
|
|
17.49
|
%
|
Tier 1 risk-based capital ratio
|
4.00
|
%
|
|
6.00
|
%
|
|
16.02
|
%
|
|
16.20
|
%
|
Tier 1 leverage capital ratio
|
4.00
|
%
|
|
5.00
|
%
|
|
10.01
|
%
|
|
10.13
|
%
|
ITEM 1A -
|
RISK FACTORS
|
•
|
loan delinquencies and defaults may increase;
|
•
|
problem assets and foreclosures may increase;
|
•
|
demand for our products and services may decline;
|
•
|
low cost or noninterest bearing deposits may decrease;
|
•
|
collateral for loans may decline in value, in turn reducing customers’ borrowing power, and reducing the value of assets and collateral as sources of repayment of existing loans;
|
•
|
foreclosed assets may not be able to be sold;
|
•
|
volatile securities market conditions could adversely affect valuations of investment portfolio assets; and
|
•
|
reputational risk may increase due to public sentiment regarding the banking industry.
|
•
|
inflation;
|
•
|
recession;
|
•
|
a rise in unemployment;
|
•
|
tightening money supply;
|
•
|
international disorder; and
|
•
|
instability in domestic and foreign financial markets.
|
•
|
actual or anticipated quarterly fluctuations in our operating results and financial condition;
|
•
|
changes in financial estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our common stock or those of other financial institutions;
|
•
|
failure to meet analysts’ revenue or earnings estimates;
|
•
|
speculation in the press or investment community generally or relating to our reputation, our market area, our competitors or the financial services industry in general;
|
•
|
strategic actions by us or our competitors, such as acquisitions, restructurings, dispositions or financings;
|
•
|
actions by our current shareholders, including sales of common stock by existing shareholders and/or directors and executive officers;
|
•
|
fluctuations in the stock price and operating results of our competitors;
|
•
|
future sales of our equity, equity-related or debt securities;
|
•
|
changes in the frequency or amount of dividends or share repurchases;
|
•
|
proposed or adopted regulatory changes or developments;
|
•
|
anticipated or pending investigations, proceedings, or litigation that involves or affects us;
|
•
|
trading activities in our common stock, including short-selling;
|
•
|
domestic and international economic factors unrelated to our performance; and
|
•
|
general market conditions and, in particular, developments related to market conditions for the financial services industry.
|
ITEM 2 -
|
DESCRIPTION OF PROPERTY.
|
ITEM 3 -
|
LEGAL PROCEEDINGS.
|
ITEM 4 -
|
MINE SAFETY DISCLOSURES
|
ITEM 5 -
|
MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
|
Qtr 1
2010
|
|
Qtr 2
2010
|
|
Qtr 3
2010
|
|
Qtr 4
2010
|
|
Qtr 1
2011
|
|
Qtr 2
2011
|
|
Qtr 3
2011
|
|
Qtr 4
2011
|
||||||||||||||||
High
|
$
|
6.10
|
|
|
$
|
8.25
|
|
|
$
|
6.44
|
|
|
$
|
5.25
|
|
|
$
|
6.19
|
|
|
$
|
6.95
|
|
|
$
|
6.90
|
|
|
$
|
6.25
|
|
Low
|
$
|
5.34
|
|
|
$
|
5.13
|
|
|
$
|
5.40
|
|
|
$
|
6.00
|
|
|
$
|
5.61
|
|
|
$
|
6.19
|
|
|
$
|
5.20
|
|
|
$
|
5.25
|
|
|
|
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
|
|
Weighted-
average exercise
price of
outstanding
options, warrants
and rights
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))
|
||||
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders
|
|
511,019
|
|
|
$
|
8.56
|
|
|
368,100
|
|
Equity compensation plans not approved by security holders
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Total
|
|
511,019
|
|
|
$
|
8.56
|
|
|
368,100
|
|
ITEM 6 -
|
SELECTED CONSOLIDATED FINANCIAL DATA
|
|
Years Ended December 31,
|
||||||||||||||||||
(In Thousands, except per share amounts)
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total interest income
|
$
|
34,299
|
|
|
$
|
36,013
|
|
|
$
|
40,734
|
|
|
$
|
31,845
|
|
|
$
|
32,566
|
|
Total interest expense
|
2,942
|
|
|
4,283
|
|
|
6,627
|
|
|
7,278
|
|
|
8,058
|
|
|||||
Net interest income before provision for credit losses
|
31,357
|
|
|
31,730
|
|
|
34,107
|
|
|
24,567
|
|
|
24,508
|
|
|||||
Provision for credit losses
|
1,050
|
|
|
3,800
|
|
|
10,514
|
|
|
1,290
|
|
|
480
|
|
|||||
Net interest income after provision for credit losses
|
30,307
|
|
|
27,930
|
|
|
23,593
|
|
|
23,277
|
|
|
24,028
|
|
|||||
Non-interest income
|
6,276
|
|
|
3,721
|
|
|
5,850
|
|
|
5,190
|
|
|
4,518
|
|
|||||
|
36,583
|
|
|
31,651
|
|
|
29,443
|
|
|
28,467
|
|
|
28,546
|
|
|||||
Non-interest expenses
|
28,245
|
|
|
28,741
|
|
|
27,531
|
|
|
20,976
|
|
|
19,099
|
|
|||||
Income before (benefit from) provision for income taxes
|
8,338
|
|
|
2,910
|
|
|
1,912
|
|
|
7,491
|
|
|
9,447
|
|
|||||
(Benefit from) provision for income taxes
|
1,861
|
|
|
(369
|
)
|
|
(676
|
)
|
|
2,352
|
|
|
3,167
|
|
|||||
Net income
|
6,477
|
|
|
3,279
|
|
|
2,588
|
|
|
5,139
|
|
|
6,280
|
|
|||||
Preferred stock dividends and accretion of discount
|
486
|
|
|
395
|
|
|
365
|
|
|
—
|
|
|
—
|
|
|||||
Net income available to common shareholders
|
$
|
5,991
|
|
|
$
|
2,884
|
|
|
$
|
2,223
|
|
|
$
|
5,139
|
|
|
$
|
6,280
|
|
Basic earnings per share
|
$
|
0.63
|
|
|
$
|
0.31
|
|
|
$
|
0.29
|
|
|
$
|
0.83
|
|
|
$
|
1.05
|
|
Diluted earnings per share
|
$
|
0.63
|
|
|
$
|
0.31
|
|
|
$
|
0.28
|
|
|
$
|
0.79
|
|
|
$
|
0.99
|
|
Cash dividends declared per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
December 31,
|
||||||||||||||||||
(In Thousands)
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Balances at end of year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment securities, Federal funds sold and deposits in other banks
|
$
|
353,808
|
|
|
$
|
280,967
|
|
|
$
|
232,142
|
|
|
$
|
194,215
|
|
|
$
|
98,909
|
|
Net loans
|
415,999
|
|
|
420,583
|
|
|
449,007
|
|
|
477,015
|
|
|
337,241
|
|
|||||
Total deposits
|
712,986
|
|
|
650,495
|
|
|
640,167
|
|
|
635,058
|
|
|
402,562
|
|
|||||
Total assets
|
849,023
|
|
|
777,594
|
|
|
765,488
|
|
|
752,713
|
|
|
483,685
|
|
|||||
Shareholders’ equity
|
107,482
|
|
|
97,391
|
|
|
91,223
|
|
|
75,375
|
|
|
54,194
|
|
|||||
Earning assets
|
777,088
|
|
|
713,971
|
|
|
696,914
|
|
|
681,280
|
|
|
441,825
|
|
|||||
Average balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment securities, Federal funds sold and deposits in other banks
|
$
|
299,935
|
|
|
$
|
231,761
|
|
|
$
|
199,425
|
|
|
$
|
125,932
|
|
|
$
|
103,253
|
|
Net loans
|
417,273
|
|
|
444,418
|
|
|
473,850
|
|
|
362,333
|
|
|
327,665
|
|
|||||
Total deposits
|
677,789
|
|
|
636,166
|
|
|
632,263
|
|
|
445,285
|
|
|
417,691
|
|
|||||
Total assets
|
800,178
|
|
|
758,852
|
|
|
752,509
|
|
|
541,789
|
|
|
477,321
|
|
|||||
Shareholders’ equity
|
103,386
|
|
|
96,174
|
|
|
83,400
|
|
|
58,251
|
|
|
51,754
|
|
|||||
Earning assets
|
715,862
|
|
|
672,804
|
|
|
671,906
|
|
|
492,414
|
|
|
436,564
|
|
ITEM 7 -
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
|
|
Year Ended December 31, 2011
|
|
Year Ended December 31, 2010
|
|
Year Ended December 31, 2009
|
|||||||||||||||||||||||||||
(Dollars in thousands)
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Interest
Rate
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Interest
Rate
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Interest
Rate
|
|||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest-earning deposits in other banks
|
$
|
73,016
|
|
|
$
|
187
|
|
|
0.26
|
%
|
|
$
|
42,047
|
|
|
$
|
110
|
|
|
0.26
|
%
|
|
$
|
3,008
|
|
|
$
|
8
|
|
|
0.27
|
%
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Taxable securities
|
150,559
|
|
|
4,548
|
|
|
3.02
|
%
|
|
124,163
|
|
|
5,472
|
|
|
4.41
|
%
|
|
114,465
|
|
|
7,701
|
|
|
6.73
|
%
|
||||||
Non-taxable securities (1)
|
75,665
|
|
|
5,248
|
|
|
6.94
|
%
|
|
64,838
|
|
|
4,605
|
|
|
7.10
|
%
|
|
64,325
|
|
|
4,632
|
|
|
7.20
|
%
|
||||||
Total investment securities
|
226,224
|
|
|
9,796
|
|
|
4.33
|
%
|
|
189,001
|
|
|
10,077
|
|
|
5.33
|
%
|
|
178,790
|
|
|
12,333
|
|
|
6.90
|
%
|
||||||
Federal funds sold
|
695
|
|
|
2
|
|
|
0.29
|
%
|
|
713
|
|
|
2
|
|
|
0.28
|
%
|
|
17,627
|
|
|
48
|
|
|
0.27
|
%
|
||||||
Total securities
|
299,935
|
|
|
9,985
|
|
|
3.33
|
%
|
|
231,761
|
|
|
10,189
|
|
|
4.40
|
%
|
|
199,425
|
|
|
12,389
|
|
|
6.21
|
%
|
||||||
Loans (2) (3)
|
412,969
|
|
|
26,098
|
|
|
6.32
|
%
|
|
437,959
|
|
|
27,390
|
|
|
6.25
|
%
|
|
469,341
|
|
|
29,920
|
|
|
6.37
|
%
|
||||||
Federal Home Loan Bank stock
|
2,958
|
|
|
9
|
|
|
0.30
|
%
|
|
3,084
|
|
|
11
|
|
|
0.36
|
%
|
|
3,140
|
|
|
7
|
|
|
0.22
|
%
|
||||||
Total interest-earning assets
|
715,862
|
|
|
$
|
36,092
|
|
|
5.04
|
%
|
|
672,804
|
|
|
$
|
37,590
|
|
|
5.59
|
%
|
|
671,906
|
|
|
$
|
42,316
|
|
|
6.30
|
%
|
|||
Allowance for credit losses
|
(11,018
|
)
|
|
|
|
|
|
|
|
(10,922
|
)
|
|
|
|
|
|
|
|
(8,608
|
)
|
|
|
|
|
||||||||
Nonaccrual loans
|
15,322
|
|
|
|
|
|
|
|
|
17,381
|
|
|
|
|
|
|
|
|
13,117
|
|
|
|
|
|
||||||||
Other real estate owned
|
217
|
|
|
|
|
|
|
|
|
2,972
|
|
|
|
|
|
|
|
|
2,553
|
|
|
|
|
|
||||||||
Cash and due from banks
|
17,977
|
|
|
|
|
|
|
|
|
16,479
|
|
|
|
|
|
|
|
|
17,401
|
|
|
|
|
|
||||||||
Bank premises and equipment
|
5,788
|
|
|
|
|
|
|
|
|
6,089
|
|
|
|
|
|
|
|
|
6,629
|
|
|
|
|
|
||||||||
Other non-earning assets
|
56,030
|
|
|
|
|
|
|
|
|
54,049
|
|
|
|
|
|
|
|
|
49,511
|
|
|
|
|
|
||||||||
Total average assets
|
$
|
800,178
|
|
|
|
|
|
|
|
|
$
|
758,852
|
|
|
|
|
|
|
|
|
$
|
752,509
|
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Savings and NOW accounts
|
$
|
154,765
|
|
|
$
|
368
|
|
|
0.24
|
%
|
|
$
|
142,350
|
|
|
$
|
498
|
|
|
0.35
|
%
|
|
$
|
131,818
|
|
|
$
|
771
|
|
|
0.58
|
%
|
Money market accounts
|
174,049
|
|
|
692
|
|
|
0.40
|
%
|
|
157,761
|
|
|
1,036
|
|
|
0.66
|
%
|
|
136,104
|
|
|
1,262
|
|
|
0.93
|
%
|
||||||
Time certificates of deposit, under $100,000
|
70,111
|
|
|
688
|
|
|
0.98
|
%
|
|
69,066
|
|
|
866
|
|
|
1.25
|
%
|
|
90,614
|
|
|
1,922
|
|
|
2.12
|
%
|
||||||
Time certificates of deposit, $100,000 and over
|
96,620
|
|
|
914
|
|
|
0.95
|
%
|
|
114,043
|
|
|
1,313
|
|
|
1.15
|
%
|
|
120,579
|
|
|
1,912
|
|
|
1.59
|
%
|
||||||
Total interest-bearing deposits
|
495,545
|
|
|
2,662
|
|
|
0.54
|
%
|
|
483,220
|
|
|
3,713
|
|
|
0.77
|
%
|
|
479,115
|
|
|
5,867
|
|
|
1.22
|
%
|
||||||
Other borrowed funds
|
10,265
|
|
|
280
|
|
|
2.73
|
%
|
|
19,634
|
|
|
570
|
|
|
2.90
|
%
|
|
29,987
|
|
|
760
|
|
|
2.53
|
%
|
||||||
Total interest-bearing liabilities
|
505,810
|
|
|
$
|
2,942
|
|
|
0.58
|
%
|
|
502,854
|
|
|
$
|
4,283
|
|
|
0.85
|
%
|
|
509,102
|
|
|
$
|
6,627
|
|
|
1.30
|
%
|
|||
Non-interest bearing demand deposits
|
182,244
|
|
|
|
|
|
|
|
|
152,946
|
|
|
|
|
|
|
|
|
153,148
|
|
|
|
|
|
||||||||
Other liabilities
|
8,738
|
|
|
|
|
|
|
|
|
6,878
|
|
|
|
|
|
|
|
|
6,859
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
103,386
|
|
|
|
|
|
|
|
|
96,174
|
|
|
|
|
|
|
|
|
83,400
|
|
|
|
|
|
||||||||
Total average liabilities and shareholders’ equity
|
$
|
800,178
|
|
|
|
|
|
|
|
|
$
|
758,852
|
|
|
|
|
|
|
|
|
$
|
752,509
|
|
|
|
|
|
|||||
Interest income and rate earned on average earning assets
|
|
|
|
$
|
36,092
|
|
|
5.04
|
%
|
|
|
|
|
$
|
37,590
|
|
|
5.59
|
%
|
|
|
|
$
|
42,316
|
|
|
6.30
|
%
|
||||
Interest expense and interest cost related to average interest-bearing liabilities
|
|
|
|
2,942
|
|
|
0.58
|
%
|
|
|
|
|
4,283
|
|
|
0.85
|
%
|
|
|
|
6,627
|
|
|
1.30
|
%
|
|||||||
Net interest income and net interest margin (4)
|
|
|
|
$
|
33,150
|
|
|
4.63
|
%
|
|
|
|
|
$
|
33,307
|
|
|
4.95
|
%
|
|
|
|
$
|
35,689
|
|
|
5.31
|
%
|
|
|
(1)
|
Calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling
$1,784
,
$1,566
, and
$1,575
in
2011
,
2010
, and
2009
, respectively.
|
(2)
|
Loan interest income includes loan fees of
$399
in
2011
,
$460
in
2010
, and
$544
in
2009
.
|
(3)
|
Average loans do not include nonaccrual loans.
|
(4)
|
Net interest margin is computed by dividing net interest income by total average interest-earning assets.
|
Loan Type (Dollars in thousands)
|
|
December 31, 2011
|
|
% of
Total
Loans
|
|
December 31, 2010
|
|
% of
Total
Loans
|
||||||
Commercial:
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
|
$
|
1,924
|
|
|
18.3
|
%
|
|
$
|
2,229
|
|
|
18.8
|
%
|
Agricultural land and production
|
|
342
|
|
|
7.0
|
%
|
|
208
|
|
|
4.8
|
%
|
||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Owner occupied
|
|
1,578
|
|
|
26.4
|
%
|
|
1,978
|
|
|
25.9
|
%
|
||
Real estate construction and other land loans
|
|
2,954
|
|
|
7.7
|
%
|
|
1,791
|
|
|
7.4
|
%
|
||
Commercial real estate
|
|
2,043
|
|
|
14.6
|
%
|
|
1,387
|
|
|
14.7
|
%
|
||
Agricultural real estate
|
|
489
|
|
|
9.9
|
%
|
|
466
|
|
|
10.3
|
%
|
||
Other real estate
|
|
91
|
|
|
1.8
|
%
|
|
214
|
|
|
1.9
|
%
|
||
Total real estate
|
|
7,155
|
|
|
60.4
|
%
|
|
5,836
|
|
|
60.2
|
%
|
||
Consumer:
|
|
|
|
|
|
|
|
|
||||||
Equity loans and lines of credit
|
|
1,419
|
|
|
12.0
|
%
|
|
1,975
|
|
|
13.6
|
%
|
||
Consumer and installment
|
|
417
|
|
|
2.3
|
%
|
|
528
|
|
|
2.6
|
%
|
||
Unallocated reserves
|
|
139
|
|
|
|
|
|
238
|
|
|
|
|
||
Total allowance for credit losses
|
|
$
|
11,396
|
|
|
|
|
|
$
|
11,014
|
|
|
|
|
For the years ended December 31,
(Dollars in thousands)
|
|
Other
Expense
2011
|
|
%
Average
Assets
|
|
Other
Expense
2010
|
|
%
Average
Assets
|
|
Other
Expense
2009
|
|
%
Average
Assets
|
|||||||||
ATM/debit card expenses
|
|
$
|
369
|
|
|
0.05
|
%
|
|
$
|
354
|
|
|
0.05
|
%
|
|
$
|
419
|
|
|
0.06
|
%
|
Consulting
|
|
340
|
|
|
0.04
|
%
|
|
212
|
|
|
0.03
|
%
|
|
454
|
|
|
0.06
|
%
|
|||
License and maintenance contracts
|
|
324
|
|
|
0.04
|
%
|
|
275
|
|
|
0.04
|
%
|
|
251
|
|
|
0.03
|
%
|
|||
Stationery/supplies
|
|
245
|
|
|
0.03
|
%
|
|
271
|
|
|
0.04
|
%
|
|
271
|
|
|
0.04
|
%
|
|||
Telephone
|
|
236
|
|
|
0.03
|
%
|
|
305
|
|
|
0.04
|
%
|
|
272
|
|
|
0.04
|
%
|
|||
Amortization of software
|
|
232
|
|
|
0.03
|
%
|
|
195
|
|
|
0.03
|
%
|
|
194
|
|
|
0.03
|
%
|
|||
Director fees and related expenses
|
|
219
|
|
|
0.03
|
%
|
|
209
|
|
|
0.03
|
%
|
|
205
|
|
|
0.03
|
%
|
|||
Postage
|
|
198
|
|
|
0.02
|
%
|
|
218
|
|
|
0.03
|
%
|
|
233
|
|
|
0.03
|
%
|
|||
Donations
|
|
154
|
|
|
0.02
|
%
|
|
148
|
|
|
0.02
|
%
|
|
99
|
|
|
0.01
|
%
|
|||
Education/training
|
|
160
|
|
|
0.02
|
%
|
|
139
|
|
|
0.02
|
%
|
|
85
|
|
|
0.01
|
%
|
|||
Operating losses
|
|
125
|
|
|
0.02
|
%
|
|
44
|
|
|
0.01
|
%
|
|
47
|
|
|
0.01
|
%
|
|||
General insurance
|
|
125
|
|
|
0.02
|
%
|
|
130
|
|
|
0.02
|
%
|
|
144
|
|
|
0.02
|
%
|
|||
Appraisal fees
|
|
112
|
|
|
0.01
|
%
|
|
165
|
|
|
0.02
|
%
|
|
125
|
|
|
0.02
|
%
|
|||
Other
|
|
1,831
|
|
|
0.23
|
%
|
|
1,795
|
|
|
0.24
|
%
|
|
1,571
|
|
|
0.21
|
%
|
|||
Total other non-interest expense
|
|
$
|
4,670
|
|
|
0.58
|
%
|
|
$
|
4,460
|
|
|
0.59
|
%
|
|
$
|
4,370
|
|
|
0.58
|
%
|
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|||||||||||||||||||||||||
Loan Type
|
|
Amount
|
|
% of Total Loans
|
|
Amount
|
|
% of Total Loans
|
|
Amount
|
|
% of Total Loans
|
|
Amount
|
|
% of Total Loans
|
|
Amount
|
|
% of Total Loans
|
|||||||||||||||
|
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Commercial and industrial
|
|
$
|
78,089
|
|
|
18.3
|
%
|
|
$
|
81,318
|
|
|
18.8
|
%
|
|
$
|
93,282
|
|
|
20.3
|
%
|
|
$
|
109,664
|
|
|
22.6
|
%
|
|
$
|
71,416
|
|
|
20.9
|
%
|
Agricultural land and production
|
|
29,958
|
|
|
7.0
|
%
|
|
20,604
|
|
|
4.8
|
%
|
|
13,903
|
|
|
3.0
|
%
|
|
20,406
|
|
|
4.2
|
%
|
|
17,584
|
|
|
5.2
|
%
|
|||||
Total commercial
|
|
108,047
|
|
|
25.3
|
%
|
|
101,922
|
|
|
23.6
|
%
|
|
107,185
|
|
|
23.3
|
%
|
|
130,070
|
|
|
26.8
|
%
|
|
89,000
|
|
|
26.1
|
%
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Owner occupied
|
|
113,183
|
|
|
26.4
|
%
|
|
111,888
|
|
|
25.9
|
%
|
|
106,606
|
|
|
23.2
|
%
|
|
113,414
|
|
|
23.4
|
%
|
|
76,808
|
|
|
22.5
|
%
|
|||||
Real estate-construction and other land loans
|
|
33,047
|
|
|
7.7
|
%
|
|
32,038
|
|
|
7.4
|
%
|
|
51,633
|
|
|
11.2
|
%
|
|
57,923
|
|
|
12.0
|
%
|
|
48,593
|
|
|
14.2
|
%
|
|||||
Agricultural real estate
|
|
62,523
|
|
|
14.6
|
%
|
|
63,627
|
|
|
14.7
|
%
|
|
71,420
|
|
|
15.6
|
%
|
|
64,358
|
|
|
13.3
|
%
|
|
43,334
|
|
|
12.7
|
%
|
|||||
Commercial real estate
|
|
42,596
|
|
|
9.9
|
%
|
|
44,397
|
|
|
10.3
|
%
|
|
38,759
|
|
|
8.4
|
%
|
|
32,136
|
|
|
6.6
|
%
|
|
26,796
|
|
|
7.9
|
%
|
|||||
Other real estate
|
|
7,892
|
|
|
1.8
|
%
|
|
8,103
|
|
|
1.9
|
%
|
|
4,610
|
|
|
1.0
|
%
|
|
2,926
|
|
|
0.6
|
%
|
|
1,772
|
|
|
0.5
|
%
|
|||||
Total real estate
|
|
259,241
|
|
|
60.4
|
%
|
|
260,053
|
|
|
60.2
|
%
|
|
273,028
|
|
|
59.4
|
%
|
|
270,757
|
|
|
55.9
|
%
|
|
197,303
|
|
|
57.8
|
%
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity loans and lines of credit
|
|
51,106
|
|
|
12.0
|
%
|
|
58,860
|
|
|
13.6
|
%
|
|
65,353
|
|
|
14.2
|
%
|
|
63,828
|
|
|
13.2
|
%
|
|
46,575
|
|
|
13.7
|
%
|
|||||
Consumer and installment
|
|
9,765
|
|
|
2.3
|
%
|
|
11,261
|
|
|
2.6
|
%
|
|
14,033
|
|
|
3.1
|
%
|
|
19,801
|
|
|
4.1
|
%
|
|
8,838
|
|
|
2.4
|
%
|
|||||
Total consumer
|
|
60,871
|
|
|
14.3
|
%
|
|
70,121
|
|
|
16.2
|
%
|
|
79,386
|
|
|
17.3
|
%
|
|
83,629
|
|
|
17.3
|
%
|
|
55,413
|
|
|
16.1
|
%
|
|||||
Deferred loan fees, net
|
|
(764
|
)
|
|
|
|
|
(499
|
)
|
|
|
|
|
(392
|
)
|
|
|
|
(218
|
)
|
|
|
|
(588
|
)
|
|
|
||||||||
Total gross loans
|
|
427,395
|
|
|
100.0
|
%
|
|
431,597
|
|
|
100.0
|
%
|
|
459,207
|
|
|
100.0
|
%
|
|
484,238
|
|
|
100.0
|
%
|
|
341,128
|
|
|
100.0
|
%
|
|||||
Allowance for credit losses
|
|
(11,396
|
)
|
|
|
|
|
(11,014
|
)
|
|
|
|
|
(10,200
|
)
|
|
|
|
(7,223
|
)
|
|
|
|
(3,887
|
)
|
|
|
||||||||
Total loans
|
|
$
|
415,999
|
|
|
|
|
|
$
|
420,583
|
|
|
|
|
|
$
|
449,007
|
|
|
|
|
$
|
477,015
|
|
|
|
|
$
|
337,241
|
|
|
|
(Dollars in thousands)
|
December 31,
2011 |
|
December 31,
2010 |
|
December 31,
2009 |
|
December 31,
2008 |
|
December 31,
2007 |
||||||||||
Nonaccrual Loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
$
|
267
|
|
|
$
|
377
|
|
|
$
|
2,868
|
|
|
$
|
907
|
|
|
$
|
27
|
|
Owner occupied
|
353
|
|
|
1,407
|
|
|
2,218
|
|
|
1,644
|
|
|
—
|
|
|||||
Real estate construction and other land loans
|
—
|
|
|
5,634
|
|
|
7,691
|
|
|
4,839
|
|
|
—
|
|
|||||
Commercial real estate
|
2,434
|
|
|
—
|
|
|
965
|
|
|
6,296
|
|
|
—
|
|
|||||
Equity loans and line of credit
|
705
|
|
|
488
|
|
|
301
|
|
|
280
|
|
|
—
|
|
|||||
Consumer and installment
|
74
|
|
|
—
|
|
|
348
|
|
|
81
|
|
|
152
|
|
|||||
Restructured loans (non-accruing)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
—
|
|
|
1,978
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|||||
Owner occupied
|
1,019
|
|
|
2,370
|
|
|
2,282
|
|
|
1,108
|
|
|
—
|
|
|||||
Real estate construction and other land loans
|
6,823
|
|
|
2,193
|
|
|
2,214
|
|
|
595
|
|
|
—
|
|
|||||
Commercial real estate
|
1,110
|
|
|
1,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other real estate
|
—
|
|
|
2,286
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity loans and line of credit
|
1,649
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|||||
Total nonaccrual
|
14,434
|
|
|
18,561
|
|
|
18,959
|
|
|
15,750
|
|
|
179
|
|
|||||
Accruing loans past due 90 days or more
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total nonperforming loans
|
$
|
14,434
|
|
|
$
|
18,561
|
|
|
$
|
18,959
|
|
|
$
|
15,750
|
|
|
$
|
179
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonperforming loans to total loans
|
3.38
|
%
|
|
4.30
|
%
|
|
4.13
|
%
|
|
3.25
|
%
|
|
0.05
|
%
|
|||||
Ratio of nonperforming loans to allowance for credit losses
|
126.66
|
%
|
|
168.52
|
%
|
|
185.87
|
%
|
|
218.05
|
%
|
|
4.61
|
%
|
|||||
Loans considered to be impaired
|
$
|
23,644
|
|
|
$
|
18,561
|
|
|
$
|
18,959
|
|
|
$
|
15,750
|
|
|
$
|
179
|
|
Related allowance for credit losses on impaired loans
|
$
|
4,368
|
|
|
$
|
2,124
|
|
|
$
|
752
|
|
|
$
|
125
|
|
|
$
|
—
|
|
(Dollars in thousands)
|
|
Balances December 31, 2010
|
|
Additions to Nonaccrual Loans
|
|
Net Pay Downs
|
|
Transfer to Foreclosed Collateral - OREO
|
|
Returns to Accrual Status
|
|
Charge Offs
|
|
Balances December 31, 2011
|
||||||||||||||
Non-accrual loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
$
|
196
|
|
|
$
|
370
|
|
|
$
|
(113
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(186
|
)
|
|
$
|
267
|
|
Real estate
|
|
1,407
|
|
|
3,293
|
|
|
(958
|
)
|
|
—
|
|
|
(929
|
)
|
|
(26
|
)
|
|
2,787
|
|
|||||||
Equity loans and lines of credit
|
|
669
|
|
|
758
|
|
|
(249
|
)
|
|
(244
|
)
|
|
—
|
|
|
(229
|
)
|
|
705
|
|
|||||||
Consumer
|
|
—
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|||||||
Restructured loans (non-accruing):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
1,279
|
|
|
—
|
|
|
(430
|
)
|
|
—
|
|
|
(849
|
)
|
|
—
|
|
|
—
|
|
|||||||
Real estate
|
|
4,198
|
|
|
1,211
|
|
|
(3,280
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,129
|
|
|||||||
Real estate construction and land development
|
|
7,827
|
|
|
—
|
|
|
(718
|
)
|
|
—
|
|
|
—
|
|
|
(286
|
)
|
|
6,823
|
|
|||||||
Equity loans and lines of credit
|
|
2,985
|
|
|
—
|
|
|
(1,336
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,649
|
|
|||||||
Consumer
|
|
—
|
|
|
82
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|||||||
Total non-accrual
|
|
$
|
18,561
|
|
|
$
|
5,788
|
|
|
$
|
(7,085
|
)
|
|
$
|
(244
|
)
|
|
$
|
(1,778
|
)
|
|
$
|
(808
|
)
|
|
$
|
14,434
|
|
|
|
Years Ended December 31,
|
||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
||||
Balance, Beginning of year
|
|
$
|
1,325
|
|
|
$
|
2,832
|
|
Additions
|
|
532
|
|
|
3,467
|
|
||
Dispositions
|
|
(2,472
|
)
|
|
(4,449
|
)
|
||
Write-downs
|
|
—
|
|
|
(591
|
)
|
||
Net gain on disposition
|
|
615
|
|
|
66
|
|
||
Balance, End of year
|
|
$
|
—
|
|
|
$
|
1,325
|
|
|
|
Years Ended December 31,
|
||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
||||
Balance, beginning of year
|
|
$
|
11,014
|
|
|
$
|
10,200
|
|
Provision charged to operations
|
|
1,050
|
|
|
3,800
|
|
||
Losses charged to allowance
|
|
(1,532
|
)
|
|
(4,122
|
)
|
||
Recoveries
|
|
864
|
|
|
1,136
|
|
||
Balance, end of year
|
|
$
|
11,396
|
|
|
$
|
11,014
|
|
Allowance for credit losses to total loans
|
|
2.67
|
%
|
|
2.55
|
%
|
(Dollars in thousands)
|
|
December 31,
2011 |
|
% of Total
Deposits
|
|
Effective
Rate
|
|
December 31,
2010 |
|
% of Total
Deposits
|
|
Effective
Rate
|
||||||||
NOW accounts
|
|
$
|
140,268
|
|
|
19.6
|
%
|
|
0.26
|
%
|
|
$
|
114,473
|
|
|
17.6
|
%
|
|
0.38
|
%
|
MMA accounts
|
|
181,731
|
|
|
25.5
|
%
|
|
0.40
|
%
|
|
157,345
|
|
|
24.2
|
%
|
|
0.66
|
%
|
||
Time deposits
|
|
151,695
|
|
|
21.3
|
%
|
|
0.96
|
%
|
|
177,132
|
|
|
27.2
|
%
|
|
1.19
|
%
|
||
Savings deposits
|
|
31,267
|
|
|
4.4
|
%
|
|
0.16
|
%
|
|
27,678
|
|
|
4.3
|
%
|
|
0.20
|
%
|
||
Total interest-bearing
|
|
504,961
|
|
|
70.8
|
%
|
|
0.54
|
%
|
|
476,628
|
|
|
73.3
|
%
|
|
0.77
|
%
|
||
Non-interest bearing
|
|
208,025
|
|
|
29.2
|
%
|
|
|
|
|
173,867
|
|
|
26.7
|
%
|
|
|
|
||
Total deposits
|
|
$
|
712,986
|
|
|
100.0
|
%
|
|
|
|
|
$
|
650,495
|
|
|
100.0
|
%
|
|
|
|
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||
Tier 1 Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
82,571
|
|
|
10.13
|
%
|
|
$
|
70,669
|
|
|
9.48
|
%
|
Minimum regulatory requirement
|
|
$
|
32,612
|
|
|
4.00
|
%
|
|
$
|
29,832
|
|
|
4.00
|
%
|
Central Valley Community Bank
|
|
$
|
81,599
|
|
|
10.01
|
%
|
|
$
|
69,457
|
|
|
9.32
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
40,743
|
|
|
5.00
|
%
|
|
$
|
37,264
|
|
|
5.00
|
%
|
Minimum regulatory requirement
|
|
$
|
32,594
|
|
|
4.00
|
%
|
|
$
|
29,811
|
|
|
4.00
|
%
|
Tier 1 Risk-Based Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
82,571
|
|
|
16.20
|
%
|
|
$
|
70,669
|
|
|
14.16
|
%
|
Minimum regulatory requirement
|
|
$
|
20,383
|
|
|
4.00
|
%
|
|
$
|
19,965
|
|
|
4.00
|
%
|
Central Valley Community Bank
|
|
$
|
81,599
|
|
|
16.02
|
%
|
|
$
|
69,457
|
|
|
13.92
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
30,554
|
|
|
6.00
|
%
|
|
$
|
29,929
|
|
|
6.00
|
%
|
Minimum regulatory requirement
|
|
$
|
20,369
|
|
|
4.00
|
%
|
|
$
|
19,953
|
|
|
4.00
|
%
|
Total Risk-Based Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
89,136
|
|
|
17.49
|
%
|
|
$
|
76,982
|
|
|
15.42
|
%
|
Minimum regulatory requirement
|
|
$
|
40,767
|
|
|
8.00
|
%
|
|
$
|
39,931
|
|
|
8.00
|
%
|
Central Valley Community Bank
|
|
$
|
88,159
|
|
|
17.31
|
%
|
|
$
|
75,766
|
|
|
15.19
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
50,923
|
|
|
10.00
|
%
|
|
$
|
49,881
|
|
|
10.00
|
%
|
Minimum regulatory requirement
|
|
$
|
40,738
|
|
|
8.00
|
%
|
|
$
|
39,905
|
|
|
8.00
|
%
|
Credit Lines (In thousands)
|
|
December 31, 2011
|
|
December 31, 2010
|
||||
Unsecured Credit Lines (interest rate varies with market):
|
|
|
|
|
|
|
||
Credit limit
|
|
$
|
44,000
|
|
|
$
|
39,000
|
|
Balance outstanding
|
|
$
|
—
|
|
|
$
|
—
|
|
Federal Home Loan Bank (interest rate at prevailing interest rate):
|
|
|
|
|
|
|
||
Credit limit
|
|
$
|
125,122
|
|
|
$
|
114,659
|
|
Balance outstanding
|
|
$
|
4,000
|
|
|
$
|
14,000
|
|
Collateral pledged
|
|
$
|
112,926
|
|
|
$
|
123,717
|
|
Fair value of collateral
|
|
$
|
114,214
|
|
|
$
|
126,326
|
|
Federal Reserve Bank (interest rate at prevailing discount interest rate):
|
|
|
|
|
|
|
||
Credit limit
|
|
$
|
551
|
|
|
$
|
1,321
|
|
Balance outstanding
|
|
$
|
—
|
|
|
$
|
—
|
|
Collateral pledged
|
|
$
|
542
|
|
|
$
|
1,322
|
|
Fair value of collateral
|
|
$
|
562
|
|
|
$
|
1,354
|
|
Hypothetical Change in Rates
|
|
Projected Net Interest Income
|
|
$ Change from Rates at December 31, 2012
|
|
% Change from Rates at December 31, 2012
|
|||||
(Dollars in thousands)
|
|
|
|
|
|
|
|||||
Up 300 bps
|
|
$
|
32,979
|
|
|
$
|
1,495
|
|
|
4.75
|
%
|
Up 200 bps
|
|
32,405
|
|
|
921
|
|
|
2.93
|
%
|
||
Up 100 bps
|
|
31,839
|
|
|
355
|
|
|
1.13
|
%
|
||
Unchanged
|
|
31,484
|
|
|
—
|
|
|
—
|
|
||
Down 25 bps
|
|
31,460
|
|
|
(24
|
)
|
|
(0.08
|
)%
|
ITEM 8 -
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
/s/ Crowe Horwath LLP
|
|
|
|
|
Sacramento, California
|
|
March 21, 2012
|
|
|
/s/ Perry-Smith LLP
|
|
|
|
|
Sacramento, California
|
|
March 16, 2011
|
|
|
2011
|
|
2010
|
||||
ASSETS
|
|
|
|
|
|
||
Cash and due from banks
|
$
|
19,409
|
|
|
$
|
11,357
|
|
Interest-earning deposits in other banks
|
24,467
|
|
|
89,042
|
|
||
Federal funds sold
|
928
|
|
|
600
|
|
||
Total cash and cash equivalents
|
44,804
|
|
|
100,999
|
|
||
Available-for-sale investment securities (Amortized cost of $321,405 at December 31, 2011 and $189,682 at December 31, 2010)
|
328,413
|
|
|
191,325
|
|
||
Loans, less allowance for credit losses of $11,396 at December 31, 2011 and $11,014 at December 31, 2010
|
415,999
|
|
|
420,583
|
|
||
Bank premises and equipment, net
|
5,872
|
|
|
5,843
|
|
||
Other real estate owned
|
—
|
|
|
1,325
|
|
||
Bank owned life insurance
|
11,655
|
|
|
11,390
|
|
||
Federal Home Loan Bank stock
|
2,893
|
|
|
3,050
|
|
||
Goodwill
|
23,577
|
|
|
23,577
|
|
||
Core deposit intangibles
|
783
|
|
|
1,198
|
|
||
Accrued interest receivable and other assets
|
15,027
|
|
|
18,304
|
|
||
Total assets
|
$
|
849,023
|
|
|
$
|
777,594
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Deposits:
|
|
|
|
|
|
||
Non-interest bearing
|
$
|
208,025
|
|
|
$
|
173,867
|
|
Interest bearing
|
504,961
|
|
|
476,628
|
|
||
Total deposits
|
712,986
|
|
|
650,495
|
|
||
Short-term borrowings
|
—
|
|
|
10,000
|
|
||
Long-term debt
|
4,000
|
|
|
4,000
|
|
||
Junior subordinated deferrable interest debentures
|
5,155
|
|
|
5,155
|
|
||
Accrued interest payable and other liabilities
|
19,400
|
|
|
10,553
|
|
||
Total liabilities
|
741,541
|
|
|
680,203
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Shareholders’ equity
:
|
|
|
|
|
|
||
Preferred stock, no par value, $1,000 per share liquidation preference; 10,000,000 shares authorized, Series A, no par value, issued and outstanding: none at December 31, 2011 and 7,000 shares at December 31, 2010
|
—
|
|
|
6,864
|
|
||
Preferred stock, no par value, $1,000 per share liquidation preference; 10,000,000 shares authorized, Series C, no par value, issued and outstanding: 7,000 shares at December 31, 2011 and none at December 31, 2010
|
7,000
|
|
|
—
|
|
||
Common stock, no par value; 80,000,000 shares authorized; issued and outstanding: 9,547,816 at December 31, 2011 and 9,109,154 at December 31, 2010
|
40,552
|
|
|
38,428
|
|
||
Non-voting common stock, 1,000,000 shares authorized; issued and outstanding: none at December 31, 2011 and 258,862 at December 31, 2010
|
—
|
|
|
1,317
|
|
||
Retained earnings
|
55,806
|
|
|
49,815
|
|
||
Accumulated other comprehensive income, net of tax
|
4,124
|
|
|
967
|
|
||
Total shareholders’ equity
|
107,482
|
|
|
97,391
|
|
||
Total liabilities and shareholders’ equity
|
$
|
849,023
|
|
|
$
|
777,594
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Interest income:
|
|
|
|
|
|
|
|
|
|||
Interest and fees on loans
|
$
|
26,098
|
|
|
$
|
27,390
|
|
|
$
|
29,920
|
|
Interest on deposits in other banks
|
187
|
|
|
110
|
|
|
8
|
|
|||
Interest on Federal funds sold
|
2
|
|
|
2
|
|
|
48
|
|
|||
Interest and dividends on investment securities:
|
|
|
|
|
|
|
|
|
|||
Taxable
|
4,548
|
|
|
5,472
|
|
|
7,701
|
|
|||
Exempt from Federal income taxes
|
3,464
|
|
|
3,039
|
|
|
3,057
|
|
|||
Total interest income
|
34,299
|
|
|
36,013
|
|
|
40,734
|
|
|||
Interest expense:
|
|
|
|
|
|
|
|
|
|||
Interest on deposits
|
2,662
|
|
|
3,713
|
|
|
5,867
|
|
|||
Interest on junior subordinated deferrable interest debentures
|
100
|
|
|
102
|
|
|
129
|
|
|||
Other
|
180
|
|
|
468
|
|
|
631
|
|
|||
Total interest expense
|
2,942
|
|
|
4,283
|
|
|
6,627
|
|
|||
Net interest income before provision for credit losses
|
31,357
|
|
|
31,730
|
|
|
34,107
|
|
|||
Provision for credit losses
|
1,050
|
|
|
3,800
|
|
|
10,514
|
|
|||
Net interest income after provision for credit losses
|
30,307
|
|
|
27,930
|
|
|
23,593
|
|
|||
Non-interest income:
|
|
|
|
|
|
|
|
|
|||
Service charges
|
2,903
|
|
|
3,225
|
|
|
3,509
|
|
|||
Appreciation in cash surrender value of bank owned life insurance
|
382
|
|
|
392
|
|
|
391
|
|
|||
Loan placement fees
|
274
|
|
|
300
|
|
|
231
|
|
|||
Gain on disposal of other real estate owned
|
615
|
|
|
176
|
|
|
—
|
|
|||
Net realized gains (losses) on sales and calls of investment securities
|
298
|
|
|
(191
|
)
|
|
766
|
|
|||
Other-than-temporary impairment loss:
|
|
|
|
|
|
||||||
Total impairment loss
|
(31
|
)
|
|
(1,587
|
)
|
|
(300
|
)
|
|||
Loss recognized in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net impairment loss recognized in earnings
|
(31
|
)
|
|
(1,587
|
)
|
|
(300
|
)
|
|||
Federal Home Loan Bank dividends
|
9
|
|
|
11
|
|
|
7
|
|
|||
Other income
|
1,826
|
|
|
1,395
|
|
|
1,246
|
|
|||
Total non-interest income
|
6,276
|
|
|
3,721
|
|
|
5,850
|
|
|||
Non-interest expenses:
|
|
|
|
|
|
|
|
|
|||
Salaries and employee benefits
|
15,762
|
|
|
14,871
|
|
|
13,926
|
|
|||
Occupancy and equipment
|
3,795
|
|
|
3,867
|
|
|
3,812
|
|
|||
Regulatory assessments
|
845
|
|
|
1,191
|
|
|
1,604
|
|
|||
Data processing expense
|
1,178
|
|
|
1,197
|
|
|
1,316
|
|
|||
Advertising
|
735
|
|
|
669
|
|
|
722
|
|
|||
Audit and accounting fees
|
491
|
|
|
496
|
|
|
503
|
|
|||
Legal fees
|
335
|
|
|
495
|
|
|
330
|
|
|||
Other real estate owned
|
15
|
|
|
1,071
|
|
|
479
|
|
|||
Amortization of core deposit intangibles
|
414
|
|
|
414
|
|
|
414
|
|
|||
Loss on sale of assets
|
5
|
|
|
10
|
|
|
55
|
|
|||
Other expense
|
4,670
|
|
|
4,460
|
|
|
4,370
|
|
|||
Total non-interest expenses
|
28,245
|
|
|
28,741
|
|
|
27,531
|
|
|||
Income before provision for (benefit from) income taxes
|
8,338
|
|
|
2,910
|
|
|
1,912
|
|
|||
Provision for (benefit from) income taxes
|
1,861
|
|
|
(369
|
)
|
|
(676
|
)
|
|||
Net income
|
$
|
6,477
|
|
|
$
|
3,279
|
|
|
$
|
2,588
|
|
Net income
|
$
|
6,477
|
|
|
$
|
3,279
|
|
|
$
|
2,588
|
|
Preferred stock dividends and accretion
|
486
|
|
|
395
|
|
|
365
|
|
|||
Net income available to common shareholders
|
$
|
5,991
|
|
|
$
|
2,884
|
|
|
$
|
2,223
|
|
Basic earnings per common share
|
$
|
0.63
|
|
|
$
|
0.31
|
|
|
$
|
0.29
|
|
Diluted earnings per common share
|
$
|
0.63
|
|
|
$
|
0.31
|
|
|
$
|
0.28
|
|
|
Preferred Stock
|
|
Common Stock
|
|
|
|
Accumulated
Other
Compre-hensive
|
|
Total
|
|
Total
|
||||||||||||||||||||||||||||||||
|
Series A
|
|
Series B
|
|
Series C
|
|
|
|
|
|
Retained
|
|
Income (Loss)
|
|
Share-holders’
|
|
Compre-hensive
|
||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Earnings
|
|
(Net of
Taxes)
|
|
Equity
|
|
Income
|
||||||||||||||||||||
Balance, January 1, 2009
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
7,642,280
|
|
|
$
|
30,479
|
|
|
$
|
44,708
|
|
|
$
|
188
|
|
|
$
|
75,375
|
|
|
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,588
|
|
|
—
|
|
|
2,588
|
|
|
$
|
2,588
|
|
|||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in unrealized gain (loss) on available-for-sale investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,643
|
)
|
|
(1,643
|
)
|
|
(1,643
|
)
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
945
|
|
||||||||||||||||||
Issuance of preferred stock Series A, net of discount
|
7,000
|
|
|
6,775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,775
|
|
|
|
|
||||||||
Issuance of preferred stock Series B, net of issuance cost
|
—
|
|
|
—
|
|
|
1,359
|
|
|
1,317
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,317
|
|
|
|
|||||||||
Issuance of common stock , net of issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,264,952
|
|
|
6,441
|
|
|
—
|
|
|
—
|
|
|
6,441
|
|
|
|
|||||||||
Issuance of common stock warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
|
—
|
|
|
—
|
|
|
225
|
|
|
|
|||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
284
|
|
|
—
|
|
|
—
|
|
|
284
|
|
|
|
|||||||||
Stock options exercised and related tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,522
|
|
|
182
|
|
|
—
|
|
|
—
|
|
|
182
|
|
|
|
|
||||||||
Preferred stock dividends and accretion
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(365
|
)
|
|
—
|
|
|
(321
|
)
|
|
|
|
||||||||
Balance, December 31, 2009
|
7,000
|
|
|
6,819
|
|
|
1,359
|
|
|
1,317
|
|
|
—
|
|
|
—
|
|
|
8,949,754
|
|
|
37,611
|
|
|
46,931
|
|
|
(1,455
|
)
|
|
91,223
|
|
|
|
|
|
Preferred Stock
|
|
Common Stock
|
|
|
|
Accumulated
Other
Compre-hensive
|
|
Total
|
|
Total
|
||||||||||||||||||||||||||||||||
|
Series A
|
|
Series B
|
|
Series C
|
|
|
|
|
|
Retained
|
|
Income (Loss)
|
|
Share-holders’
|
|
Compre-hensive
|
||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Earnings
|
|
(Net of
Taxes)
|
|
Equity
|
|
Income
|
||||||||||||||||||||
Balance, December 31, 2009
|
7,000
|
|
|
$
|
6,819
|
|
|
1,359
|
|
|
$
|
1,317
|
|
|
—
|
|
|
$
|
—
|
|
|
8,949,754
|
|
|
$
|
37,611
|
|
|
$
|
46,931
|
|
|
$
|
(1,455
|
)
|
|
$
|
91,223
|
|
|
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,279
|
|
|
—
|
|
|
3,279
|
|
|
$
|
3,279
|
|
|||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in unrealized gain (loss) on available-for-sale investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,422
|
|
|
2,422
|
|
|
2,422
|
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,701
|
|
|||||||
Conversion of preferred stock Series, B to common stock - non-voting
|
—
|
|
|
—
|
|
|
(1,359
|
)
|
|
(1,317
|
)
|
|
—
|
|
|
—
|
|
|
258,862
|
|
|
1,317
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
239
|
|
|
—
|
|
|
—
|
|
|
239
|
|
|
|
|||||||||
Stock options exercised and related tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159,400
|
|
|
578
|
|
|
—
|
|
|
—
|
|
|
578
|
|
|
|
|
||||||||
Preferred stock dividends and accretion
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(395
|
)
|
|
—
|
|
|
(350
|
)
|
|
|
|
||||||||
Balance, December 31, 2010
|
7,000
|
|
|
6,864
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,368,016
|
|
|
39,745
|
|
|
49,815
|
|
|
967
|
|
|
97,391
|
|
|
|
|
|
Preferred Stock
|
|
Common Stock
|
|
|
|
Accumulated
Other
Compre-hensive
|
|
Total
|
|
Total
|
||||||||||||||||||||||||||||||||
|
Series A
|
|
Series B
|
|
Series C
|
|
|
|
|
|
Retained
|
|
Income (Loss)
|
|
Share-holders’
|
|
Compre-hensive
|
||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Earnings
|
|
(Net of
Taxes)
|
|
Equity
|
|
Income
|
||||||||||||||||||||
Balance, December 31, 2010
|
7,000
|
|
|
$
|
6,864
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
9,368,016
|
|
|
$
|
39,745
|
|
|
$
|
49,815
|
|
|
$
|
967
|
|
|
$
|
97,391
|
|
|
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,477
|
|
|
—
|
|
|
6,477
|
|
|
$
|
6,477
|
|
|||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in unrealized gain (loss) on available-for-sale investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,157
|
|
|
3,157
|
|
|
3,157
|
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9,634
|
|
|||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
|
|
||||||||
Issuance of preferred stock Series C
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,000
|
|
|
7,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,000
|
|
|
|
|||||||||
Redemption of preferred stock Series A
|
(7,000
|
)
|
|
(7,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,000
|
)
|
|
|
|
||||||||
Repurchase and retirement of common stock warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(185
|
)
|
|
—
|
|
|
—
|
|
|
(185
|
)
|
|
|
|||||||||
Stock options exercised and related tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179,800
|
|
|
796
|
|
|
—
|
|
|
—
|
|
|
796
|
|
|
|
|
||||||||
Preferred stock dividends and accretion
|
—
|
|
|
136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(486
|
)
|
|
—
|
|
|
(350
|
)
|
|
|
|
||||||||
Balance, December 31, 2011
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
7,000
|
|
|
$
|
7,000
|
|
|
9,547,816
|
|
|
$
|
40,552
|
|
|
$
|
55,806
|
|
|
$
|
4,124
|
|
|
$
|
107,482
|
|
|
|
|
CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2011, 2010, and 2009
(In thousands)
|
|||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
6,477
|
|
|
$
|
3,279
|
|
|
$
|
2,588
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Net increase in deferred loan fees
|
266
|
|
|
107
|
|
|
174
|
|
|||
Depreciation
|
1,212
|
|
|
1,262
|
|
|
1,367
|
|
|||
Accretion
|
(715
|
)
|
|
(983
|
)
|
|
(1,796
|
)
|
|||
Amortization
|
3,590
|
|
|
2,014
|
|
|
414
|
|
|||
Stock-based compensation
|
196
|
|
|
239
|
|
|
284
|
|
|||
Tax benefit from exercise of stock options
|
(116
|
)
|
|
(28
|
)
|
|
(7
|
)
|
|||
Provision for credit losses
|
1,050
|
|
|
3,800
|
|
|
10,514
|
|
|||
Net other than temporary impairment losses on investment securities
|
31
|
|
|
1,587
|
|
|
300
|
|
|||
Net realized (gains) losses on sales and calls of available-for-sale investment securities
|
(298
|
)
|
|
191
|
|
|
(942
|
)
|
|||
Net realized losses on sales of held-to-maturity investment securities
|
—
|
|
|
—
|
|
|
176
|
|
|||
Net loss on sale and disposal of equipment
|
5
|
|
|
10
|
|
|
55
|
|
|||
Net gain on sale of other real estate owned
|
(615
|
)
|
|
(66
|
)
|
|
—
|
|
|||
Write down of other real estate owned and other property
|
—
|
|
|
638
|
|
|
356
|
|
|||
Increase in bank owned life insurance, net of expenses
|
(204
|
)
|
|
(392
|
)
|
|
(190
|
)
|
|||
Net gain on bank owned life insurance
|
(85
|
)
|
|
—
|
|
|
—
|
|
|||
Net (increase) decrease in accrued interest receivable and other assets
|
(700
|
)
|
|
3,281
|
|
|
(1,106
|
)
|
|||
Net decrease (increase) in prepaid FDIC Assessments
|
705
|
|
|
981
|
|
|
(3,740
|
)
|
|||
Net increase (decrease) in accrued interest payable and other liabilities
|
8,515
|
|
|
594
|
|
|
(2,259
|
)
|
|||
Provision (benefit) for deferred income taxes
|
1,270
|
|
|
(2,337
|
)
|
|
788
|
|
|||
Net cash provided by operating activities
|
20,584
|
|
|
14,177
|
|
|
6,976
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of available-for-sale investment securities
|
(214,569
|
)
|
|
(39,985
|
)
|
|
(82,178
|
)
|
|||
Purchases of held-to-maturity investment securities
|
—
|
|
|
—
|
|
|
(410
|
)
|
|||
Proceeds from sales or calls of available-for-sale investment securities
|
44,700
|
|
|
19,594
|
|
|
40,407
|
|
|||
Proceeds from calls of held-to-maturity investment securities
|
—
|
|
|
—
|
|
|
1,474
|
|
|||
Proceeds from maturity and principal repayment of available-for-sale investment securities
|
35,951
|
|
|
28,058
|
|
|
32,877
|
|
|||
Proceeds from principal repayments of held-to-maturity investment securities
|
—
|
|
|
—
|
|
|
2,793
|
|
|||
Net decrease in loans
|
2,815
|
|
|
21,214
|
|
|
14,379
|
|
|||
Proceeds from sale of other real estate owned
|
2,472
|
|
|
4,203
|
|
|
—
|
|
|||
Purchases of premises and equipment
|
(1,246
|
)
|
|
(595
|
)
|
|
(991
|
)
|
|||
FHLB stock redeemed
|
157
|
|
|
90
|
|
|
—
|
|
|||
Proceeds from bank owned life insurance
|
146
|
|
|
—
|
|
|
430
|
|
|||
Proceeds from sale of premises and equipment
|
—
|
|
|
5
|
|
|
—
|
|
|||
Net cash (used in) provided by investing activities
|
(129,574
|
)
|
|
32,584
|
|
|
8,781
|
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Net increase in demand, interest-bearing and savings deposits
|
87,928
|
|
|
33,877
|
|
|
16,415
|
|
|||
Net decrease in time deposits
|
(25,437
|
)
|
|
(23,548
|
)
|
|
(11,306
|
)
|
|||
Proceeds from issuance of Series A preferred stock and warrants
|
—
|
|
|
—
|
|
|
7,000
|
|
|||
Net proceeds from issuance of Series B preferred stock
|
—
|
|
|
—
|
|
|
1,317
|
|
|||
Net proceeds from issuance of common stock
|
—
|
|
|
—
|
|
|
6,441
|
|
|||
Proceeds from long-term borrowings from Federal Home Loan Bank
|
—
|
|
|
—
|
|
|
10,000
|
|
|||
Repayments of long-term borrowings to Federal Home Loan Bank
|
(10,000
|
)
|
|
(5,000
|
)
|
|
(10,000
|
)
|
|||
Repayments of borrowings from other financial institutions
|
—
|
|
|
—
|
|
|
(6,367
|
)
|
|||
Proceeds from exercise of stock options
|
680
|
|
|
550
|
|
|
175
|
|
|||
Repurchase of common stock warrant
|
(185
|
)
|
|
—
|
|
|
—
|
|
|||
Tax benefit from exercise of stock options
|
116
|
|
|
28
|
|
|
7
|
|
|||
Cash dividend payments on preferred stock
|
(307
|
)
|
|
(349
|
)
|
|
(277
|
)
|
CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
For the Years Ended December 31, 2011, 2010, and 2009
(In thousands)
|
|||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net cash provided by financing activities
|
52,795
|
|
|
5,558
|
|
|
13,405
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(56,195
|
)
|
|
52,319
|
|
|
29,162
|
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
100,999
|
|
|
48,680
|
|
|
19,518
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
44,804
|
|
|
$
|
100,999
|
|
|
$
|
48,680
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|||
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|||
Interest
|
$
|
3,186
|
|
|
$
|
4,485
|
|
|
$
|
6,983
|
|
Income taxes
|
$
|
826
|
|
|
$
|
301
|
|
|
$
|
690
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|||
Redemption of preferred stock Series A and issuance of preferred stock Series C
|
$
|
7,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Transfer of loans to other real estate owned
|
$
|
244
|
|
|
$
|
3,467
|
|
|
$
|
3,921
|
|
Assumption of other real estate owned liabilities
|
$
|
288
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Transfer of loans to other assets
|
$
|
209
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued preferred stock dividends
|
$
|
88
|
|
|
$
|
45
|
|
|
$
|
44
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
•
|
Available-for-sale securities, reported at fair value, with unrealized gains and losses excluded from earnings and reported, net of taxes, as accumulated other comprehensive income (loss) within shareholders’ equity.
|
•
|
Held-to-maturity securities, which management has the positive intent and ability to hold to maturity, reported at amortized cost, adjusted for the accretion of discounts and amortization of premiums.
|
2.
|
FAIR VALUE MEASUREMENTS
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and due from banks
|
$
|
19,409
|
|
|
$
|
19,409
|
|
|
$
|
11,357
|
|
|
$
|
11,357
|
|
Interest-earning deposits in other banks
|
24,467
|
|
|
24,467
|
|
|
89,042
|
|
|
89,042
|
|
||||
Federal funds sold
|
928
|
|
|
928
|
|
|
600
|
|
|
600
|
|
||||
Available-for-sale investment securities
|
328,413
|
|
|
328,413
|
|
|
191,325
|
|
|
191,325
|
|
||||
Loans, net
|
415,999
|
|
|
418,084
|
|
|
420,583
|
|
|
405,876
|
|
||||
Federal Home Loan Bank stock
|
2,893
|
|
|
N/A
|
|
|
3,050
|
|
|
N/A
|
|
||||
Accrued interest receivable
|
3,953
|
|
|
3,953
|
|
|
3,467
|
|
|
3,467
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deposits
|
$
|
712,986
|
|
|
$
|
719,673
|
|
|
$
|
650,495
|
|
|
$
|
651,668
|
|
Short-term borrowings
|
—
|
|
|
—
|
|
|
10,000
|
|
|
10,000
|
|
||||
Long-term debt
|
4,000
|
|
|
4,146
|
|
|
4,000
|
|
|
4,256
|
|
||||
Junior subordinated deferrable interest debentures
|
5,155
|
|
|
2,706
|
|
|
5,155
|
|
|
2,320
|
|
||||
Accrued interest payable
|
230
|
|
|
230
|
|
|
475
|
|
|
475
|
|
Description
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Available-for-sale investment securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government sponsored entities and agencies
|
|
$
|
149
|
|
|
$
|
—
|
|
|
$
|
149
|
|
|
$
|
—
|
|
Obligations of states and political subdivisions
|
|
108,431
|
|
|
—
|
|
|
108,431
|
|
|
—
|
|
||||
U.S. Government agencies collateralized by mortgage obligations
|
|
200,839
|
|
|
—
|
|
|
200,839
|
|
|
—
|
|
||||
Other collateralized mortgage obligations
|
|
11,103
|
|
|
—
|
|
|
11,103
|
|
|
—
|
|
||||
Other equity securities
|
|
7,891
|
|
|
7,891
|
|
|
—
|
|
|
—
|
|
||||
Total assets and liabilities measured at fair value
|
|
$
|
328,413
|
|
|
$
|
7,891
|
|
|
$
|
320,522
|
|
|
$
|
—
|
|
Description
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Gains (Losses) in the Year
|
||||||||||
Impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
2,312
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,312
|
|
|
$
|
(271
|
)
|
Total commercial
|
|
2,312
|
|
|
—
|
|
|
—
|
|
|
2,312
|
|
|
(271
|
)
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Owner
occupied
|
|
873
|
|
|
—
|
|
|
—
|
|
|
873
|
|
|
(65
|
)
|
|||||
Real estate-construction and other land loans
|
|
8,782
|
|
|
—
|
|
|
—
|
|
|
8,782
|
|
|
(996
|
)
|
|||||
Commercial real estate
|
|
1,487
|
|
|
—
|
|
|
—
|
|
|
1,487
|
|
|
(1,366
|
)
|
|||||
Total real estate
|
|
11,142
|
|
|
—
|
|
|
—
|
|
|
11,142
|
|
|
(2,427
|
)
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity loans and lines of credit
|
|
2,003
|
|
|
—
|
|
|
—
|
|
|
2,003
|
|
|
4
|
|
|||||
Consumer and installment
|
|
51
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
(23
|
)
|
|||||
Total consumer
|
|
2,054
|
|
|
—
|
|
|
—
|
|
|
2,054
|
|
|
(19
|
)
|
|||||
Total impaired loans
|
|
15,508
|
|
|
—
|
|
|
—
|
|
|
15,508
|
|
|
(2,717
|
)
|
|||||
Total assets and liabilities measured at fair value on a non-recurring basis
|
|
$
|
15,508
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,508
|
|
|
$
|
(2,717
|
)
|
Description
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government sponsored entities and agencies
|
|
$
|
195
|
|
|
$
|
—
|
|
|
$
|
195
|
|
|
$
|
—
|
|
Obligations of states and political subdivisions
|
|
75,090
|
|
|
—
|
|
|
75,090
|
|
|
—
|
|
||||
U.S. Government agencies collateralized by mortgage obligations
|
|
90,077
|
|
|
—
|
|
|
90,077
|
|
|
—
|
|
||||
Other collateralized mortgage obligations
|
|
17,838
|
|
|
—
|
|
|
17,838
|
|
|
—
|
|
||||
Corporate debt securities
|
|
504
|
|
|
—
|
|
|
504
|
|
|
—
|
|
||||
Other equity securities
|
|
7,661
|
|
|
7,661
|
|
|
—
|
|
|
—
|
|
||||
Total assets and liabilities measured at fair value
|
|
$
|
191,365
|
|
|
$
|
7,661
|
|
|
$
|
183,704
|
|
|
$
|
—
|
|
|
Balance,
beginning
of year
|
|
Net
income
|
|
Other
comprehensive
income
|
|
Purchases,
sales, and
principal
payments
|
|
Transfers
into
Level 3
|
|
Transfers
out of
Level 3
|
|
Balance,
end of year
|
||||||||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other collateralized mortgage obligations
|
$
|
5,724
|
|
|
$
|
13
|
|
|
$
|
93
|
|
|
$
|
(2,752
|
)
|
|
$
|
—
|
|
|
$
|
(3,078
|
)
|
|
$
|
—
|
|
Corporate debt securities
|
785
|
|
|
235
|
|
|
—
|
|
|
(1,020
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other equity securities
|
7,588
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,588
|
)
|
|
—
|
|
|||||||
Total assets and liabilities measured at fair value
|
$
|
14,097
|
|
|
$
|
248
|
|
|
$
|
93
|
|
|
$
|
(3,772
|
)
|
|
$
|
—
|
|
|
$
|
(10,666
|
)
|
|
$
|
—
|
|
Description
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Losses in
the Year
|
||||||||||
Impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial and industrial
|
|
$
|
838
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
838
|
|
|
$
|
(208
|
)
|
Total commercial
|
|
838
|
|
|
|
|
|
|
838
|
|
|
(208
|
)
|
|||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Owner occupied
|
|
1,016
|
|
|
—
|
|
|
—
|
|
|
1,016
|
|
|
(261
|
)
|
|||||
Real estate-construction and other land loans
|
|
4,773
|
|
|
—
|
|
|
—
|
|
|
4,773
|
|
|
(1,170
|
)
|
|||||
Commercial real estate
|
|
679
|
|
|
—
|
|
|
—
|
|
|
679
|
|
|
(47
|
)
|
|||||
Total real estate
|
|
6,468
|
|
|
—
|
|
|
—
|
|
|
6,468
|
|
|
(1,478
|
)
|
|||||
Consumer
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity loans and lines of credit
|
|
2,007
|
|
|
—
|
|
|
—
|
|
|
2,007
|
|
|
(460
|
)
|
|||||
Total consumer
|
|
2,007
|
|
|
—
|
|
|
—
|
|
|
2,007
|
|
|
(460
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Impaired
|
|
9,313
|
|
|
|
|
|
|
9,313
|
|
|
(2,146
|
)
|
|||||||
Other real estate owned
|
|
1,325
|
|
|
—
|
|
|
—
|
|
|
1,325
|
|
|
(309
|
)
|
|||||
Other repossessed assets
|
|
98
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|||||
Total assets and liabilities measured at fair value on a non-recurring basis
|
|
$
|
10,736
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,736
|
|
|
$
|
(2,455
|
)
|
3.
|
INVESTMENT SECURITIES
|
|
December 31, 2011
|
||||||||||||||
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
||||||||
Debt Securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Government sponsored entities and agencies
|
$
|
149
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
149
|
|
Obligations of states and political subdivisions
|
101,030
|
|
|
7,732
|
|
|
(331
|
)
|
|
108,431
|
|
||||
U.S. Government agencies collateralized by mortgage obligations
|
204,222
|
|
|
1,402
|
|
|
(1,080
|
)
|
|
204,544
|
|
||||
Other collateralized mortgage obligations
|
8,408
|
|
|
245
|
|
|
(1,255
|
)
|
|
7,398
|
|
||||
Other equity securities
|
7,596
|
|
|
295
|
|
|
—
|
|
|
7,891
|
|
||||
|
$
|
321,405
|
|
|
$
|
9,674
|
|
|
$
|
(2,666
|
)
|
|
$
|
328,413
|
|
|
December 31, 2010
|
||||||||||||||
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
||||||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government sponsored entities and agencies
|
$
|
190
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
195
|
|
Obligations of states and political subdivisions
|
74,598
|
|
|
1,884
|
|
|
(1,432
|
)
|
|
75,050
|
|
||||
U.S. Government agencies collateralized by mortgage obligations
|
88,105
|
|
|
2,092
|
|
|
(120
|
)
|
|
90,077
|
|
||||
Other collateralized mortgage obligations
|
18,661
|
|
|
506
|
|
|
(1,329
|
)
|
|
17,838
|
|
||||
Corporate debt securities
|
500
|
|
|
4
|
|
|
—
|
|
|
504
|
|
||||
Other equity securities
|
7,628
|
|
|
33
|
|
|
—
|
|
|
7,661
|
|
||||
|
$
|
189,682
|
|
|
$
|
4,524
|
|
|
$
|
(2,881
|
)
|
|
$
|
191,325
|
|
|
December 31, 2011
|
||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Obligations of states and political subdivisions
|
$
|
1,194
|
|
|
$
|
(20
|
)
|
|
$
|
2,598
|
|
|
$
|
(311
|
)
|
|
$
|
3,792
|
|
|
$
|
(331
|
)
|
U.S. Government agencies collateralized by mortgage obligations
|
105,902
|
|
|
(1,080
|
)
|
|
—
|
|
|
—
|
|
|
105,902
|
|
|
(1,080
|
)
|
||||||
Other collateralized mortgage obligations
|
32
|
|
|
(1
|
)
|
|
4,917
|
|
|
(1,254
|
)
|
|
4,949
|
|
|
(1,255
|
)
|
||||||
|
$
|
107,128
|
|
|
$
|
(1,101
|
)
|
|
$
|
7,515
|
|
|
$
|
(1,565
|
)
|
|
$
|
114,643
|
|
|
$
|
(2,666
|
)
|
|
December 31, 2010
|
||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Obligations of states and political subdivisions
|
$
|
24,782
|
|
|
$
|
(904
|
)
|
|
$
|
3,168
|
|
|
$
|
(528
|
)
|
|
$
|
27,950
|
|
|
$
|
(1,432
|
)
|
U.S. Government agencies collateralized by mortgage obligations
|
9,131
|
|
|
(120
|
)
|
|
—
|
|
|
—
|
|
|
9,131
|
|
|
(120
|
)
|
||||||
Other collateralized mortgage obligations
|
286
|
|
|
(2
|
)
|
|
10,136
|
|
|
(1,327
|
)
|
|
10,422
|
|
|
(1,329
|
)
|
||||||
|
$
|
34,199
|
|
|
$
|
(1,026
|
)
|
|
$
|
13,304
|
|
|
$
|
(1,855
|
)
|
|
$
|
47,503
|
|
|
$
|
(2,881
|
)
|
Description
|
|
Book
Value
|
|
Market
Value
|
|
Unrealized
Loss
|
|
Rating
|
|
Agency
|
|
12 Month
Historical
Prepayment
Rates %
|
|
Projected
CDR
Rates %
|
|
Projected
Severity
Rates %
|
|
Original
Purchase
Price %
|
|
Current
Credit
Enhancement
%
|
|||||||||||
PHHAM
|
|
$
|
2,400
|
|
|
$
|
1,931
|
|
|
$
|
(469
|
)
|
|
D
|
|
Fitch
|
|
11.06
|
|
|
8.64
|
|
|
51
|
|
|
97.25
|
|
|
—
|
|
CWALT 1
|
|
781
|
|
|
583
|
|
|
(198
|
)
|
|
C
|
|
Fitch
|
|
10.11
|
|
|
6.40
|
|
|
63
|
|
|
100.73
|
|
|
3.02
|
|
|||
CWALT 2
|
|
367
|
|
|
217
|
|
|
(150
|
)
|
|
C
|
|
Fitch
|
|
9.07
|
|
|
7.30
|
|
|
66
|
|
|
101.38
|
|
|
0.98
|
|
|||
FHAMS
|
|
2,179
|
|
|
1,831
|
|
|
(348
|
)
|
|
D
|
|
Fitch
|
|
10.7
|
|
|
10.36
|
|
|
48
|
|
|
95
|
|
|
—
|
|
|||
BAALT
|
|
141
|
|
|
123
|
|
|
(18
|
)
|
|
CCC
|
|
Fitch
|
|
7.66
|
|
|
4.79
|
|
|
56
|
|
|
97.24
|
|
|
4.7
|
|
|||
ABFS
|
|
302
|
|
|
231
|
|
|
(71
|
)
|
|
D
|
|
S&P
|
|
4.7
|
|
|
13.00
|
|
|
80
|
|
|
97.46
|
|
|
—
|
|
|||
CONHE
|
|
54
|
|
|
72
|
|
|
18
|
|
|
B3
|
|
Moody's
|
|
—
|
|
|
1.00
|
|
|
60
|
|
|
86.39
|
|
|
—
|
|
|||
|
|
$
|
6,224
|
|
|
$
|
4,988
|
|
|
$
|
(1,236
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
|
|||
Proceeds from sales or calls
|
$
|
44,700
|
|
|
$
|
19,594
|
|
|
$
|
40,407
|
|
Gross realized gains from sales or calls
|
$
|
1,119
|
|
|
$
|
296
|
|
|
$
|
1,438
|
|
Gross realized losses from sales or calls
|
$
|
(821
|
)
|
|
$
|
(487
|
)
|
|
$
|
(496
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Held-to-Maturity
|
|
|
|
|
|
|
|
|
|||
Proceeds from sales or calls
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,474
|
|
Gross realized losses from sales or calls
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(176
|
)
|
|
|
For the years ended
|
||||||
(In thousands)
|
|
December 31,
2011 |
|
December 31,
2010 |
||||
Beginning balance
|
|
$
|
1,387
|
|
|
$
|
300
|
|
Amounts related to credit loss for which an OTTI charge was not previously recognized
|
|
31
|
|
|
1,587
|
|
||
Increases to the amount related to credit loss for which OTTI was previously recognized
|
|
—
|
|
|
—
|
|
||
Realized losses for securities sold
|
|
(635
|
)
|
|
(500
|
)
|
||
Ending balance
|
|
$
|
783
|
|
|
$
|
1,387
|
|
December 31, 2011
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Within one year
|
|
$
|
569
|
|
|
$
|
574
|
|
After one year through five years
|
|
8,705
|
|
|
9,480
|
|
||
After five years through ten years
|
|
20,553
|
|
|
22,179
|
|
||
After ten years
|
|
71,352
|
|
|
76,347
|
|
||
|
|
101,179
|
|
|
108,580
|
|
||
Investment securities not due at a single maturity date:
|
|
|
|
|
|
|
||
U.S. Government agencies collateralized by mortgage obligations
|
|
204,222
|
|
|
200,839
|
|
||
Other collateralized mortgage obligations
|
|
8,408
|
|
|
11,103
|
|
||
Other equity securities
|
|
7,596
|
|
|
7,891
|
|
||
|
|
$
|
321,405
|
|
|
$
|
328,413
|
|
December 31, 2010
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Within one year
|
|
$
|
500
|
|
|
$
|
504
|
|
After one year through five years
|
|
6,350
|
|
|
6,819
|
|
||
After five years through ten years
|
|
18,274
|
|
|
18,664
|
|
||
After ten years
|
|
50,164
|
|
|
49,762
|
|
||
|
|
75,288
|
|
|
75,749
|
|
||
Investment securities not due at a single maturity date:
|
|
|
|
|
|
|
||
U.S. Government agencies collateralized by mortgage obligations
|
|
88,105
|
|
|
90,077
|
|
||
Other collateralized mortgage obligations
|
|
18,661
|
|
|
17,838
|
|
||
Other equity securities
|
|
7,628
|
|
|
7,661
|
|
||
Total
|
|
$
|
189,682
|
|
|
$
|
191,325
|
|
4.
|
LOANS
|
Loan Type
|
|
December 31,
2011 |
|
% of Total
loans
|
|
December 31,
2010 |
|
% of Total
loans
|
||||||
|
|
(Dollars in thousands)
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Commercial and industrial
|
|
$
|
78,089
|
|
|
18.3
|
%
|
|
$
|
81,318
|
|
|
18.8
|
%
|
Agricultural land and production
|
|
29,958
|
|
|
7.0
|
%
|
|
20,604
|
|
|
4.8
|
%
|
||
Total commercial
|
|
108,047
|
|
|
25.3
|
%
|
|
101,922
|
|
|
23.6
|
%
|
||
Real estate:
|
|
|
|
|
|
|
|
|
||||||
Owner occupied
|
|
113,183
|
|
|
26.4
|
%
|
|
111,888
|
|
|
25.9
|
%
|
||
Real estate construction and other land loans
|
|
33,047
|
|
|
7.7
|
%
|
|
32,038
|
|
|
7.4
|
%
|
||
Commercial real estate
|
|
62,523
|
|
|
14.6
|
%
|
|
63,627
|
|
|
14.7
|
%
|
||
Agricultural real estate
|
|
42,596
|
|
|
9.9
|
%
|
|
44,397
|
|
|
10.3
|
%
|
||
Other real estate
|
|
7,892
|
|
|
1.8
|
%
|
|
8,103
|
|
|
1.9
|
%
|
||
Total real estate
|
|
259,241
|
|
|
60.4
|
%
|
|
260,053
|
|
|
60.2
|
%
|
||
Consumer:
|
|
|
|
|
|
|
|
|
||||||
Equity loans and lines of credit
|
|
51,106
|
|
|
12.0
|
%
|
|
58,860
|
|
|
13.6
|
%
|
||
Consumer and installment
|
|
9,765
|
|
|
2.3
|
%
|
|
11,261
|
|
|
2.6
|
%
|
||
Total consumer
|
|
60,871
|
|
|
14.3
|
%
|
|
70,121
|
|
|
16.2
|
%
|
||
Deferred loan fees, net
|
|
(764
|
)
|
|
|
|
(499
|
)
|
|
|
||||
Total gross loans
|
|
427,395
|
|
|
100.0
|
%
|
|
431,597
|
|
|
100.0
|
%
|
||
Allowance for credit losses
|
|
(11,396
|
)
|
|
|
|
|
(11,014
|
)
|
|
|
|
||
Total loans
|
|
$
|
415,999
|
|
|
|
|
|
$
|
420,583
|
|
|
|
|
5.
|
ALLOWANCE FOR CREDIT LOSSES
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Balance, beginning of year
|
$
|
11,014
|
|
|
$
|
10,200
|
|
|
$
|
7,223
|
|
Provision charged to operations
|
1,050
|
|
|
3,800
|
|
|
10,514
|
|
|||
Losses charged to allowance
|
(1,532
|
)
|
|
(4,122
|
)
|
|
(7,926
|
)
|
|||
Recoveries
|
864
|
|
|
1,136
|
|
|
389
|
|
|||
Balance, end of year
|
$
|
11,396
|
|
|
$
|
11,014
|
|
|
$
|
10,200
|
|
|
Commercial
|
|
Real Estate
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning balance
|
$
|
2,437
|
|
|
$
|
5,836
|
|
|
$
|
2,503
|
|
|
$
|
238
|
|
|
$
|
11,014
|
|
Provision charged to operations
|
(177
|
)
|
|
1,403
|
|
|
(77
|
)
|
|
(99
|
)
|
|
1,050
|
|
|||||
Losses charged to allowance
|
(280
|
)
|
|
(312
|
)
|
|
(940
|
)
|
|
—
|
|
|
(1,532
|
)
|
|||||
Recoveries
|
286
|
|
|
228
|
|
|
350
|
|
|
—
|
|
|
864
|
|
|||||
Balance, end of year
|
$
|
2,266
|
|
|
$
|
7,155
|
|
|
$
|
1,836
|
|
|
$
|
139
|
|
|
$
|
11,396
|
|
Ending balance: individually evaluated for impairment
|
$
|
231
|
|
|
$
|
3,764
|
|
|
$
|
373
|
|
|
$
|
—
|
|
|
$
|
4,368
|
|
Ending balance: collectively evaluated for impairment
|
$
|
2,035
|
|
|
$
|
3,391
|
|
|
$
|
1,463
|
|
|
$
|
139
|
|
|
$
|
7,028
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, end of year
|
$
|
108,047
|
|
|
$
|
259,241
|
|
|
$
|
60,871
|
|
|
$
|
—
|
|
|
$
|
428,159
|
|
Ending balance: individually evaluated for impairment
|
$
|
3,857
|
|
|
$
|
17,359
|
|
|
$
|
2,428
|
|
|
$
|
—
|
|
|
$
|
23,644
|
|
Ending balance: collectively evaluated for impairment
|
$
|
104,190
|
|
|
$
|
241,882
|
|
|
$
|
58,443
|
|
|
$
|
—
|
|
|
$
|
404,515
|
|
|
Commercial
|
|
Real Estate
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, end of year
|
$
|
2,437
|
|
|
$
|
5,836
|
|
|
$
|
2,503
|
|
|
$
|
238
|
|
|
$
|
11,014
|
|
Ending balance: individually evaluated for impairment
|
$
|
227
|
|
|
$
|
1,477
|
|
|
$
|
420
|
|
|
$
|
—
|
|
|
$
|
2,124
|
|
Ending balance: collectively evaluated for impairment
|
$
|
2,210
|
|
|
$
|
4,359
|
|
|
$
|
2,083
|
|
|
$
|
238
|
|
|
$
|
8,890
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, end of year
|
$
|
101,922
|
|
|
$
|
260,053
|
|
|
$
|
70,121
|
|
|
$
|
—
|
|
|
$
|
432,096
|
|
Ending balance: individually evaluated for impairment
|
$
|
1,475
|
|
|
$
|
13,432
|
|
|
$
|
3,654
|
|
|
$
|
—
|
|
|
$
|
18,561
|
|
Ending balance: collectively evaluated for impairment
|
$
|
100,447
|
|
|
$
|
246,621
|
|
|
$
|
66,467
|
|
|
$
|
—
|
|
|
$
|
413,535
|
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
70,093
|
|
|
$
|
2,595
|
|
|
$
|
5,401
|
|
|
$
|
—
|
|
|
$
|
78,089
|
|
Agricultural land and production
|
29,958
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,958
|
|
|||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied
|
105,308
|
|
|
3,125
|
|
|
4,750
|
|
|
—
|
|
|
113,183
|
|
|||||
Real estate construction and other land loans
|
15,717
|
|
|
4,056
|
|
|
13,274
|
|
|
—
|
|
|
33,047
|
|
|||||
Commercial real estate
|
47,323
|
|
|
5,035
|
|
|
10,165
|
|
|
—
|
|
|
62,523
|
|
|||||
Agricultural real estate
|
40,808
|
|
|
1,788
|
|
|
—
|
|
|
—
|
|
|
42,596
|
|
|||||
Other real estate
|
7,672
|
|
|
220
|
|
|
—
|
|
|
—
|
|
|
7,892
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity loans and lines of credit
|
46,939
|
|
|
1,047
|
|
|
3,120
|
|
|
—
|
|
|
51,106
|
|
|||||
Consumer and installment
|
9,570
|
|
|
105
|
|
|
90
|
|
|
—
|
|
|
9,765
|
|
|||||
|
$
|
373,388
|
|
|
$
|
17,971
|
|
|
$
|
36,800
|
|
|
$
|
—
|
|
|
$
|
428,159
|
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
70,877
|
|
|
$
|
3,827
|
|
|
$
|
6,614
|
|
|
$
|
—
|
|
|
$
|
81,318
|
|
Agricultural land and production
|
19,511
|
|
|
—
|
|
|
1,093
|
|
|
—
|
|
|
20,604
|
|
|||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied
|
100,278
|
|
|
6,336
|
|
|
5,274
|
|
|
—
|
|
|
111,888
|
|
|||||
Real estate construction and other land loans
|
10,286
|
|
|
6,330
|
|
|
15,422
|
|
|
—
|
|
|
32,038
|
|
|||||
Commercial real estate
|
49,294
|
|
|
3,118
|
|
|
11,215
|
|
|
—
|
|
|
63,627
|
|
|||||
Agricultural real estate
|
39,791
|
|
|
1,903
|
|
|
2,703
|
|
|
—
|
|
|
44,397
|
|
|||||
Other real estate
|
8,103
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,103
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity loans and lines of credit
|
52,004
|
|
|
1,900
|
|
|
4,956
|
|
|
—
|
|
|
58,860
|
|
|||||
Consumer and installment
|
11,126
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|
11,261
|
|
|||||
|
$
|
361,270
|
|
|
$
|
23,414
|
|
|
$
|
47,412
|
|
|
$
|
—
|
|
|
$
|
432,096
|
|
|
30-59 Days
Past Due
|
|
60-89
Days Past
Due
|
|
Greater
Than
90 Days
(nonaccrual)
|
|
Total Past
Due
|
|
Current
|
|
Total
Loans
|
|
Recorded
Investment
> 90 Days
Accruing
|
|
Non-accrual
|
||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial and industrial
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
236
|
|
|
$
|
293
|
|
|
$
|
77,796
|
|
|
$
|
78,089
|
|
|
$
|
—
|
|
|
$
|
267
|
|
Agricultural land and production
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,958
|
|
|
29,958
|
|
|
—
|
|
|
—
|
|
||||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Owner occupied
|
—
|
|
|
—
|
|
|
122
|
|
|
122
|
|
|
113,061
|
|
|
113,183
|
|
|
—
|
|
|
1,372
|
|
||||||||
Real estate construction and other land loans
|
1,532
|
|
|
—
|
|
|
—
|
|
|
1,532
|
|
|
31,515
|
|
|
33,047
|
|
|
—
|
|
|
6,823
|
|
||||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
3,544
|
|
|
3,544
|
|
|
58,979
|
|
|
62,523
|
|
|
—
|
|
|
3,544
|
|
||||||||
Agricultural real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,596
|
|
|
42,596
|
|
|
—
|
|
|
—
|
|
||||||||
Other real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,892
|
|
|
7,892
|
|
|
—
|
|
|
—
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||
Equity loans and lines of credit
|
123
|
|
|
—
|
|
|
97
|
|
|
220
|
|
|
50,886
|
|
|
51,106
|
|
|
—
|
|
|
2,354
|
|
||||||||
Consumer and installment
|
29
|
|
|
74
|
|
|
—
|
|
|
103
|
|
|
9,662
|
|
|
9,765
|
|
|
—
|
|
|
74
|
|
||||||||
|
$
|
1,741
|
|
|
$
|
74
|
|
|
$
|
3,999
|
|
|
$
|
5,814
|
|
|
$
|
422,345
|
|
|
$
|
428,159
|
|
|
$
|
—
|
|
|
$
|
14,434
|
|
|
30-59 Days
Past Due
|
|
60-89
Days Past
Due
|
|
Greater
Than
90 Days
(nonaccrual)
|
|
Total Past
Due
|
|
Current
|
|
Total
Loans
|
|
Recorded
Investment
> 90 Days
Accruing
|
|
Non-accrual
|
||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial and industrial
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
164
|
|
|
$
|
81,154
|
|
|
$
|
81,318
|
|
|
$
|
—
|
|
|
$
|
2,355
|
|
Agricultural land and production
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,604
|
|
|
20,604
|
|
|
—
|
|
|
—
|
|
||||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
0
|
|
|
0
|
|
|
0
|
|
||||||||
Owner occupied
|
863
|
|
|
—
|
|
|
—
|
|
|
863
|
|
|
111,025
|
|
|
111,888
|
|
|
—
|
|
|
3,777
|
|
||||||||
Real estate construction and other land loans
|
—
|
|
|
—
|
|
|
5,634
|
|
|
5,634
|
|
|
26,404
|
|
|
32,038
|
|
|
—
|
|
|
7,827
|
|
||||||||
Commercial real estate
|
2,316
|
|
|
—
|
|
|
726
|
|
|
3,042
|
|
|
60,585
|
|
|
63,627
|
|
|
—
|
|
|
1,828
|
|
||||||||
Agricultural real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,397
|
|
|
44,397
|
|
|
—
|
|
|
—
|
|
||||||||
Other real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,103
|
|
|
8,103
|
|
|
—
|
|
|
2,286
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
0
|
|
|
—
|
|
|
0
|
|
||||||||
Equity loans and lines of credit
|
—
|
|
|
—
|
|
|
180
|
|
|
180
|
|
|
58,680
|
|
|
58,860
|
|
|
—
|
|
|
—
|
|
||||||||
Consumer and installment
|
78
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
11,183
|
|
|
11,261
|
|
|
—
|
|
|
488
|
|
||||||||
|
$
|
3,421
|
|
|
$
|
—
|
|
|
$
|
6,540
|
|
|
$
|
9,961
|
|
|
$
|
422,135
|
|
|
$
|
432,096
|
|
|
$
|
—
|
|
|
$
|
18,561
|
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial and industrial
|
$
|
2,140
|
|
|
$
|
2,160
|
|
|
$
|
—
|
|
|
$
|
1,090
|
|
|
$
|
—
|
|
Agricultural land and production
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total commercial
|
2,140
|
|
|
2,160
|
|
|
—
|
|
|
1,090
|
|
|
—
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Owner occupied
|
231
|
|
|
243
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|||||
Real estate construction and other land loans
|
1,532
|
|
|
1,906
|
|
|
—
|
|
|
1,378
|
|
|
—
|
|
|||||
Commercial real estate
|
1,801
|
|
|
1,801
|
|
|
—
|
|
|
251
|
|
|
—
|
|
|||||
Agricultural real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total real estate
|
3,564
|
|
|
3,950
|
|
|
—
|
|
|
1,688
|
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity loans and lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer and installment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total with no related allowance recorded
|
5,704
|
|
|
6,110
|
|
|
—
|
|
|
2,778
|
|
|
—
|
|
|||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial and industrial
|
1,717
|
|
|
1,718
|
|
|
231
|
|
|
669
|
|
|
181
|
|
|||||
Agricultural land and production
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total commercial
|
1,717
|
|
|
1,718
|
|
|
231
|
|
|
669
|
|
|
181
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Owner occupied
|
1,141
|
|
|
1,216
|
|
|
268
|
|
|
1,057
|
|
|
—
|
|
|||||
Real estate construction and other land loans
|
10,911
|
|
|
11,490
|
|
|
2,130
|
|
|
5,985
|
|
|
230
|
|
|||||
Commercial real estate
|
1,743
|
|
|
1,743
|
|
|
1,366
|
|
|
277
|
|
|
—
|
|
|||||
Agricultural real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total real estate
|
13,795
|
|
|
14,449
|
|
|
3,764
|
|
|
7,319
|
|
|
230
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity loans and lines of credit
|
2,354
|
|
|
2,581
|
|
|
350
|
|
|
1,419
|
|
|
—
|
|
|||||
Consumer and installment
|
74
|
|
|
74
|
|
|
23
|
|
|
74
|
|
|
—
|
|
|||||
Total consumer
|
2,428
|
|
|
2,655
|
|
|
373
|
|
|
1,493
|
|
|
—
|
|
|||||
Total with an allowance recorded
|
17,940
|
|
|
18,822
|
|
|
4,368
|
|
|
9,481
|
|
|
411
|
|
|||||
Total
|
$
|
23,644
|
|
|
$
|
24,932
|
|
|
$
|
4,368
|
|
|
$
|
12,259
|
|
|
$
|
411
|
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial and industrial
|
$
|
410
|
|
|
$
|
435
|
|
|
$
|
—
|
|
|
$
|
495
|
|
|
$
|
—
|
|
Agricultural land and production
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total commercial
|
410
|
|
|
435
|
|
|
—
|
|
|
495
|
|
|
—
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Owner occupied
|
1,775
|
|
|
2,147
|
|
|
—
|
|
|
1,115
|
|
|
—
|
|
|||||
Real estate construction and other land loans
|
1,885
|
|
|
2,056
|
|
|
—
|
|
|
2,667
|
|
|
—
|
|
|||||
Commercial real estate
|
1,828
|
|
|
1,834
|
|
|
—
|
|
|
1,521
|
|
|
—
|
|
|||||
Agricultural real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total real estate
|
5,488
|
|
|
6,037
|
|
|
—
|
|
|
5,303
|
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity loans and lines of credit
|
1,228
|
|
|
1,245
|
|
|
—
|
|
|
649
|
|
|
—
|
|
|||||
Consumer and installment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total consumer
|
1,228
|
|
|
1,245
|
|
|
—
|
|
|
649
|
|
|
—
|
|
|||||
Total with no related allowance recorded
|
7,126
|
|
|
7,717
|
|
|
—
|
|
|
6,447
|
|
|
—
|
|
|||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial and industrial
|
1,065
|
|
|
1,140
|
|
|
227
|
|
|
1,575
|
|
|
—
|
|
|||||
Agricultural land and production
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total commercial
|
1,065
|
|
|
1,140
|
|
|
227
|
|
|
1,575
|
|
|
—
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||
Owner occupied
|
1,276
|
|
|
1,284
|
|
|
260
|
|
|
1,672
|
|
|
—
|
|
|||||
Real estate construction and other land loans
|
5,942
|
|
|
6,290
|
|
|
1,170
|
|
|
5,995
|
|
|
—
|
|
|||||
Commercial real estate
|
726
|
|
|
824
|
|
|
47
|
|
|
243
|
|
|
—
|
|
|||||
Agricultural real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total real estate
|
7,944
|
|
|
8,398
|
|
|
1,477
|
|
|
7,910
|
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity loans and lines of credit
|
2,426
|
|
|
2,459
|
|
|
420
|
|
|
1,628
|
|
|
—
|
|
|||||
Consumer and installment
|
—
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|||||
Total consumer
|
2,426
|
|
|
2,459
|
|
|
420
|
|
|
1,719
|
|
|
—
|
|
|||||
Total with an allowance recorded
|
11,435
|
|
|
11,997
|
|
|
2,124
|
|
|
11,204
|
|
|
—
|
|
|||||
Total
|
$
|
18,561
|
|
|
$
|
19,714
|
|
|
$
|
2,124
|
|
|
$
|
17,651
|
|
|
$
|
—
|
|
|
|
Number of
Loans
|
|
Pre-Modification
Outstanding Recorded
Investment (1)
|
|
Principal Modification (2)
|
|
Post-Modification
Outstanding Recorded
Investment (3)
|
|
Outstanding Recorded
Investment
|
|||||||||
Troubled Debt Restructurings:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial and Industrial
|
|
2
|
|
|
$
|
3,089
|
|
|
$
|
—
|
|
|
$
|
3,089
|
|
|
$
|
2,791
|
|
Total commercial
|
|
2
|
|
|
3,089
|
|
|
—
|
|
|
3,089
|
|
|
2,791
|
|
||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Owner occupied
|
|
1
|
|
|
1,074
|
|
|
—
|
|
|
1,074
|
|
|
1,019
|
|
||||
Real estate-construction and other land loans
|
|
3
|
|
|
11,094
|
|
|
—
|
|
|
11,094
|
|
|
10,911
|
|
||||
Commercial real estate
|
|
1
|
|
|
1,110
|
|
|
|
|
1,110
|
|
|
1,110
|
|
|||||
Total real estate
|
|
5
|
|
|
13,278
|
|
|
—
|
|
|
13,278
|
|
|
13,040
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity loans and line of credit
|
|
1
|
|
|
2,271
|
|
|
—
|
|
|
2,271
|
|
|
1,648
|
|
||||
Total Consumer
|
|
1
|
|
|
2,271
|
|
|
—
|
|
|
2,271
|
|
|
1,648
|
|
||||
|
|
8
|
|
|
$
|
18,638
|
|
|
$
|
—
|
|
|
$
|
18,638
|
|
|
$
|
17,479
|
|
|
|
Number of Loans
|
|
Recorded Investment
|
||
Troubled Debt Restructurings That Subsequently Defaulted
|
|
|
|
|
||
Real Estate:
|
|
|
|
|
||
Commercial real estate
|
|
1
|
|
$
|
1,110
|
|
6.
|
BANK PREMISES AND EQUIPMENT
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(In thousands)
|
||||||
Land
|
$
|
838
|
|
|
$
|
580
|
|
Buildings and improvements
|
3,354
|
|
|
3,091
|
|
||
Furniture, fixtures and equipment
|
7,813
|
|
|
7,263
|
|
||
Leasehold improvements
|
3,599
|
|
|
3,569
|
|
||
|
15,604
|
|
|
14,503
|
|
||
Less accumulated depreciation and amortization
|
(9,732
|
)
|
|
(8,660
|
)
|
||
|
$
|
5,872
|
|
|
$
|
5,843
|
|
7.
|
OTHER REAL ESTATE OWNED
|
|
|
Year Ended
December 31,
2011
|
|
Year Ended
December 31,
2010
|
||||
|
|
(In thousands)
|
||||||
Balance, Beginning of year
|
|
$
|
1,325
|
|
|
$
|
2,832
|
|
Additions
|
|
532
|
|
|
3,467
|
|
||
Dispositions
|
|
(2,472
|
)
|
|
(4,449
|
)
|
||
Write-downs
|
|
—
|
|
|
(591
|
)
|
||
Net gain on disposition
|
|
615
|
|
|
66
|
|
||
Balance, End of year
|
|
$
|
—
|
|
|
$
|
1,325
|
|
8.
|
DEPOSITS
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(In thousands)
|
||||||
Savings
|
$
|
31,267
|
|
|
$
|
27,678
|
|
Money market
|
181,731
|
|
|
157,345
|
|
||
NOW accounts
|
140,268
|
|
|
114,473
|
|
||
Time, $100,000 or more
|
102,577
|
|
|
119,503
|
|
||
Time, under $100,000
|
49,118
|
|
|
57,629
|
|
||
|
$
|
504,961
|
|
|
$
|
476,628
|
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Savings
|
$
|
47
|
|
|
$
|
52
|
|
|
$
|
49
|
|
Money market
|
692
|
|
|
1,035
|
|
|
1,262
|
|
|||
NOW accounts
|
321
|
|
|
447
|
|
|
722
|
|
|||
Time certificates of deposit
|
1,602
|
|
|
2,179
|
|
|
3,834
|
|
|||
|
$
|
2,662
|
|
|
$
|
3,713
|
|
|
$
|
5,867
|
|
9.
|
BORROWING ARRANGEMENTS
|
December 31, 2011
|
|
December 31, 2010
|
|
|
|
|
|||||
Amount
|
|
Amount
|
|
Rate
|
|
Maturity Date
|
|||||
$
|
—
|
|
|
$
|
5,000
|
|
|
3.00
|
%
|
|
February 7, 2011
|
—
|
|
|
5,000
|
|
|
3.10
|
%
|
|
February 14, 2011
|
||
4,000
|
|
|
4,000
|
|
|
3.59
|
%
|
|
February 12, 2013
|
||
4,000
|
|
|
14,000
|
|
|
|
|
|
|||
—
|
|
|
(10,000
|
)
|
|
Less short-term portion
|
|
|
|||
$
|
4,000
|
|
|
$
|
4,000
|
|
|
Long-term debt
|
|
|
10.
|
JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES
|
11.
|
INCOME TAXES
|
|
Federal
|
|
State
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
2011
|
|
|
|
|
|
||||||
Current
|
$
|
686
|
|
|
$
|
(95
|
)
|
|
$
|
591
|
|
Deferred
|
893
|
|
|
377
|
|
|
1,270
|
|
|||
Provision for income taxes
|
$
|
1,579
|
|
|
$
|
282
|
|
|
$
|
1,861
|
|
2010
|
|
|
|
|
|
||||||
Current
|
$
|
1,472
|
|
|
$
|
496
|
|
|
$
|
1,968
|
|
Deferred
|
(1,677
|
)
|
|
(660
|
)
|
|
(2,337
|
)
|
|||
Benefit from income taxes
|
$
|
(205
|
)
|
|
$
|
(164
|
)
|
|
$
|
(369
|
)
|
2009
|
|
|
|
|
|
||||||
Current
|
$
|
(1,374
|
)
|
|
$
|
(90
|
)
|
|
$
|
(1,464
|
)
|
Deferred
|
804
|
|
|
(16
|
)
|
|
788
|
|
|||
Benefit from income taxes
|
$
|
(570
|
)
|
|
$
|
(106
|
)
|
|
$
|
(676
|
)
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Allowance for credit losses
|
$
|
4,690
|
|
|
$
|
4,370
|
|
Deferred compensation
|
3,660
|
|
|
3,445
|
|
||
Net operating loss carryover from acquisition
|
1,188
|
|
|
1,959
|
|
||
Bank premises and equipment
|
909
|
|
|
907
|
|
||
Mark to market adjustment
|
416
|
|
|
551
|
|
||
Other deferred taxes
|
231
|
|
|
682
|
|
||
Other then temporary impairment
|
282
|
|
|
653
|
|
||
Other real estate
|
—
|
|
|
566
|
|
||
Loan and investment impairment
|
352
|
|
|
383
|
|
||
State Enterprise Zone credit carry-forward
|
522
|
|
|
343
|
|
||
State capital loss carry-forward
|
114
|
|
|
120
|
|
||
Alternative minimum tax credit
|
530
|
|
|
138
|
|
||
State taxes
|
58
|
|
|
144
|
|
||
Other reserves
|
—
|
|
|
10
|
|
||
Partnership income
|
74
|
|
|
39
|
|
||
Total deferred tax assets
|
13,026
|
|
|
14,310
|
|
||
Valuation allowance
|
(114
|
)
|
|
—
|
|
||
Net deferred tax asset after valuation allowance
|
12,912
|
|
|
14,310
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Finance leases
|
(2,650
|
)
|
|
(2,581
|
)
|
||
Unrealized gain on available-for-sale investment securities
|
(2,884
|
)
|
|
(676
|
)
|
||
Core deposit intangible
|
(322
|
)
|
|
(493
|
)
|
||
FHLB stock
|
(241
|
)
|
|
(254
|
)
|
||
Loan origination costs
|
(176
|
)
|
|
(189
|
)
|
||
Total deferred tax liabilities
|
(6,273
|
)
|
|
(4,193
|
)
|
||
Net deferred tax assets
|
$
|
6,639
|
|
|
$
|
10,117
|
|
Balance at January 1, 2011
|
$
|
211
|
|
Additions based on tax positions related to the current year
|
57
|
|
|
Reductions for tax positions of prior years
|
(13
|
)
|
|
Balance at December 31, 2011
|
$
|
255
|
|
12.
|
COMMITMENTS AND CONTINGENCIES
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(In thousands)
|
||||||
Commitments to extend credit
|
$
|
128,585
|
|
|
$
|
123,311
|
|
Standby letters of credit
|
$
|
420
|
|
|
$
|
369
|
|
13.
|
SHAREHOLDERS’ EQUITY
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Tier 1 Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
$
|
82,571
|
|
|
10.13
|
%
|
|
$
|
70,669
|
|
|
9.48
|
%
|
Minimum regulatory requirement
|
$
|
32,612
|
|
|
4.00
|
%
|
|
$
|
29,832
|
|
|
4.00
|
%
|
Central Valley Community Bank
|
$
|
81,599
|
|
|
10.01
|
%
|
|
$
|
69,457
|
|
|
9.32
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
$
|
40,743
|
|
|
5.00
|
%
|
|
$
|
37,264
|
|
|
5.00
|
%
|
Minimum regulatory requirement
|
$
|
32,594
|
|
|
4.00
|
%
|
|
$
|
29,811
|
|
|
4.00
|
%
|
Tier 1 Risk-Based Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
$
|
82,571
|
|
|
16.20
|
%
|
|
$
|
70,669
|
|
|
14.16
|
%
|
Minimum regulatory requirement
|
$
|
20,383
|
|
|
4.00
|
%
|
|
$
|
19,965
|
|
|
4.00
|
%
|
Central Valley Community Bank
|
$
|
81,599
|
|
|
16.02
|
%
|
|
$
|
69,457
|
|
|
13.92
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
$
|
30,554
|
|
|
6.00
|
%
|
|
$
|
29,929
|
|
|
6.00
|
%
|
Minimum regulatory requirement
|
$
|
20,369
|
|
|
4.00
|
%
|
|
$
|
19,953
|
|
|
4.00
|
%
|
Total Risk-Based Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
$
|
89,136
|
|
|
17.49
|
%
|
|
$
|
76,982
|
|
|
15.42
|
%
|
Minimum regulatory requirement
|
$
|
40,767
|
|
|
8.00
|
%
|
|
$
|
39,931
|
|
|
8.00
|
%
|
Central Valley Community Bank
|
$
|
88,159
|
|
|
17.31
|
%
|
|
$
|
75,766
|
|
|
15.19
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
$
|
50,923
|
|
|
10.00
|
%
|
|
$
|
49,881
|
|
|
10.00
|
%
|
Minimum regulatory requirement
|
$
|
40,738
|
|
|
8.00
|
%
|
|
$
|
39,905
|
|
|
8.00
|
%
|
|
For the Years Ended December 31,
|
||||||||
|
2011
|
2010
|
2009
|
||||||
|
(In thousands, except share and per share amounts)
|
||||||||
Basic Earnings Per Common Share:
|
|
|
|
|
|
|
|||
Net income
|
$
|
6,477
|
|
$
|
3,279
|
|
$
|
2,588
|
|
Less: Preferred stock dividends and accretion
|
(486
|
)
|
(395
|
)
|
(365
|
)
|
|||
Income available to common shareholders
|
$
|
5,991
|
|
$
|
2,884
|
|
$
|
2,223
|
|
Weighted average shares outstanding
|
9,522,066
|
|
9,209,858
|
|
7,685,789
|
|
|||
Net income per common share
|
$
|
0.63
|
|
$
|
0.31
|
|
$
|
0.29
|
|
Diluted Earnings Per Common Share:
|
|
|
|
|
|
|
|||
Net income
|
$
|
6,477
|
|
$
|
3,279
|
|
$
|
2,588
|
|
Less: Preferred stock dividends and accretion
|
(486
|
)
|
(395
|
)
|
(365
|
)
|
|||
Income available to common shareholders
|
$
|
5,991
|
|
$
|
2,884
|
|
$
|
2,223
|
|
Weighted average shares outstanding
|
9,522,066
|
|
9,209,858
|
|
7,685,789
|
|
|||
Effect of dilutive stock options and warrants
|
16,596
|
|
80,813
|
|
117,975
|
|
|||
Weighted average shares of common stock and common stock equivalents
|
9,538,662
|
|
9,290,671
|
|
7,803,764
|
|
|||
Net income per diluted common share
|
$
|
0.63
|
|
$
|
0.31
|
|
$
|
0.28
|
|
14.
|
SHARED-BASED COMPENSATION
|
|
Number of Stock
Options Outstanding |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term (Years) |
|
Aggregate
Intrinsic Value |
||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||||
Options outstanding at January 1, 2009
|
823,881
|
|
|
|
|
|
|
|
|
|
|
||
Options granted
|
13,500
|
|
|
$
|
5.21
|
|
|
|
|
|
|
|
|
Options exercised
|
(42,522
|
)
|
|
$
|
4.11
|
|
|
|
|
|
|
|
|
Options canceled
|
(4,925
|
)
|
|
$
|
8.10
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2009
|
789,934
|
|
|
$
|
6.70
|
|
|
3.29
|
|
|
$
|
668
|
|
|
|
|
|
|
|
|
|
||||||
Options vested or expected to vest at December 31, 2009
|
757,726
|
|
|
$
|
6.60
|
|
|
4.46
|
|
|
$
|
668
|
|
|
|
|
|
|
|
|
|
||||||
Options exercisable at December 31, 2009
|
679,507
|
|
|
$
|
6.46
|
|
|
2.65
|
|
|
$
|
668
|
|
|
|
|
|
|
|
|
|
||||||
Options outstanding at January 1, 2010
|
789,934
|
|
|
|
|
|
|
|
|
|
|
||
Options granted
|
83,000
|
|
|
$
|
5.75
|
|
|
|
|
|
|
|
|
Options exercised
|
(159,400
|
)
|
|
$
|
3.45
|
|
|
|
|
|
|
|
|
Options canceled
|
(6,405
|
)
|
|
$
|
8.59
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2010
|
707,129
|
|
|
$
|
7.31
|
|
|
3.78
|
|
|
$
|
350
|
|
|
|
|
|
|
|
|
|
||||||
Options vested or expected to vest at December 31, 2010
|
687,832
|
|
|
$
|
7.34
|
|
|
6.04
|
|
|
$
|
350
|
|
|
|
|
|
|
|
|
|
||||||
Options exercisable at December 31, 2010
|
568,891
|
|
|
$
|
7.62
|
|
|
4.34
|
|
|
$
|
350
|
|
|
|
|
|
|
|
|
|
||||||
Options outstanding at January 1, 2011
|
707,129
|
|
|
|
|
|
|
|
|
|
|
||
Options exercised
|
(179,800
|
)
|
|
$
|
3.78
|
|
|
|
|
|
|
|
|
Options canceled
|
(16,310
|
)
|
|
$
|
6.93
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2011
|
511,019
|
|
|
$
|
8.56
|
|
|
3.92
|
|
|
$
|
12
|
|
|
|
|
|
|
|
|
|
||||||
Options vested or expected to vest at December 31, 2011
|
494,692
|
|
|
$
|
8.64
|
|
|
5.44
|
|
|
$
|
12
|
|
|
|
|
|
|
|
|
|
||||||
Options exercisable at December 31, 2011
|
422,375
|
|
|
$
|
9.11
|
|
|
3.08
|
|
|
$
|
10
|
|
15.
|
EMPLOYEE BENEFITS
|
16.
|
LOANS TO RELATED PARTIES
|
Balance, January 1, 2011
|
$
|
809
|
|
Disbursements
|
410
|
|
|
Amounts repaid
|
(300
|
)
|
|
Balance, December 31, 2011
|
$
|
919
|
|
Undisbursed commitments to related parties, December 31, 2011
|
$
|
1,391
|
|
17.
|
COMPREHENSIVE INCOME
|
|
Before
Tax
|
|
Tax
(Expense)
Benefit
|
|
After
Tax
|
||||||
|
(In thousands)
|
||||||||||
For the Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|||
Unrealized holding gains
|
$
|
5,632
|
|
|
$
|
(2,318
|
)
|
|
$
|
3,314
|
|
Less reclassification adjustment for net gains included in net income
|
267
|
|
|
(110
|
)
|
|
157
|
|
|||
Total other comprehensive income
|
$
|
5,365
|
|
|
$
|
(2,208
|
)
|
|
$
|
3,157
|
|
For the Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|||
Unrealized holding gains
|
$
|
2,290
|
|
|
$
|
(927
|
)
|
|
$
|
1,363
|
|
Less reclassification adjustment for net losses included in net income
|
(1,778
|
)
|
|
719
|
|
|
(1,059
|
)
|
|||
Total other comprehensive income
|
$
|
4,068
|
|
|
$
|
(1,646
|
)
|
|
$
|
2,422
|
|
For the Year Ended December 31, 2009
|
|
|
|
|
|
|
|
|
|||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|||
Unrealized holding losses
|
$
|
(1,971
|
)
|
|
$
|
788
|
|
|
$
|
(1,183
|
)
|
Less reclassification adjustment for net gains included in net income
|
767
|
|
|
(307
|
)
|
|
460
|
|
|||
Total other comprehensive loss
|
$
|
(2,738
|
)
|
|
$
|
1,095
|
|
|
$
|
(1,643
|
)
|
18.
|
PARENT ONLY CONDENSED FINANCIAL STATEMENTS
|
|
2011
|
|
2010
|
||||
ASSETS
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
969
|
|
|
$
|
1,071
|
|
Investment in Bank subsidiary
|
111,357
|
|
|
101,346
|
|
||
Other assets
|
508
|
|
|
305
|
|
||
Total assets
|
$
|
112,834
|
|
|
$
|
102,722
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
||
Junior subordinated debentures due to subsidiary grantor trust
|
$
|
5,155
|
|
|
$
|
5,155
|
|
Other liabilities
|
197
|
|
|
176
|
|
||
Total liabilities
|
5,352
|
|
|
5,331
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
||
Preferred stock, Series A
|
—
|
|
|
6,864
|
|
||
Preferred stock, Series B
|
—
|
|
|
1,317
|
|
||
Preferred stock, Series C
|
7,000
|
|
|
—
|
|
||
Common stock
|
40,552
|
|
|
38,428
|
|
||
Retained earnings
|
55,806
|
|
|
49,815
|
|
||
Accumulated other comprehensive income, net of taxes
|
4,124
|
|
|
967
|
|
||
Total shareholders’ equity
|
107,482
|
|
|
97,391
|
|
||
Total liabilities and shareholders’ equity
|
$
|
112,834
|
|
|
$
|
102,722
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Income:
|
|
|
|
|
|
|
|
|
|||
Other income
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
13
|
|
Total income
|
3
|
|
|
3
|
|
|
13
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Interest on junior subordinated deferrable interest debentures
|
100
|
|
|
102
|
|
|
129
|
|
|||
Professional fees
|
148
|
|
|
147
|
|
|
30
|
|
|||
Other expenses
|
352
|
|
|
329
|
|
|
295
|
|
|||
Total expenses
|
600
|
|
|
578
|
|
|
454
|
|
|||
Loss before equity in undistributed net income of Subsidiary
|
(597
|
)
|
|
(575
|
)
|
|
(441
|
)
|
|||
Equity in undistributed net income of Subsidiary, net of distributions
|
6,854
|
|
|
3,657
|
|
|
2,871
|
|
|||
Income before income tax benefit
|
6,257
|
|
|
3,082
|
|
|
2,430
|
|
|||
Benefit from income taxes
|
220
|
|
|
197
|
|
|
158
|
|
|||
Net income
|
6,477
|
|
|
3,279
|
|
|
2,588
|
|
|||
Preferred stock dividend and accretion of discount
|
486
|
|
|
395
|
|
|
365
|
|
|||
Income available to common shareholders
|
$
|
5,991
|
|
|
$
|
2,884
|
|
|
$
|
2,223
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
6,477
|
|
|
$
|
3,279
|
|
|
$
|
2,588
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
||||
Undistributed net income of subsidiary, net of distributions
|
(6,854
|
)
|
|
(3,657
|
)
|
|
(2,871
|
)
|
|||
Stock-based compensation
|
196
|
|
|
239
|
|
|
284
|
|
|||
Tax benefit from exercise of stock options
|
(116
|
)
|
|
(28
|
)
|
|
(7
|
)
|
|||
Net (increase) decrease in other assets
|
(50
|
)
|
|
170
|
|
|
1,765
|
|
|||
Net (decrease) increase in other liabilities
|
(23
|
)
|
|
23
|
|
|
(140
|
)
|
|||
Provision for deferred income taxes
|
(36
|
)
|
|
(43
|
)
|
|
68
|
|
|||
Net cash (used in) provided by operating activities
|
(406
|
)
|
|
(17
|
)
|
|
1,687
|
|
|||
Cash flows used in investing activities:
|
|
|
|
|
|
|
|
|
|||
Investment in subsidiary
|
—
|
|
|
—
|
|
|
(16,578
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Net proceeds from issuance of common stock
|
—
|
|
|
—
|
|
|
6,441
|
|
|||
Proceeds from issuance of Series A preferred stock and warrants
|
—
|
|
|
—
|
|
|
7,000
|
|
|||
Proceeds from issuance of Series B preferred stock
|
—
|
|
|
—
|
|
|
1,317
|
|
|||
Cash dividend payments
|
(307
|
)
|
|
(349
|
)
|
|
(277
|
)
|
|||
Proceeds from exercise of stock options
|
680
|
|
|
550
|
|
|
175
|
|
|||
Warrant purchase
|
(185
|
)
|
|
—
|
|
|
—
|
|
|||
Tax benefit from exercise of stock options
|
116
|
|
|
28
|
|
|
7
|
|
|||
Net cash provided in financing activities
|
304
|
|
|
229
|
|
|
14,663
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(102
|
)
|
|
212
|
|
|
(228
|
)
|
|||
Cash and cash equivalents at beginning of year
|
1,071
|
|
|
859
|
|
|
1,087
|
|
|||
Cash and cash equivalents at end of year
|
$
|
969
|
|
|
$
|
1,071
|
|
|
$
|
859
|
|
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
98
|
|
|
$
|
101
|
|
|
$
|
182
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
||||
Redemption of preferred stock Series A and issuance of preferred stock Series C
|
$
|
7,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued Preferred Stock Dividend
|
$
|
88
|
|
|
$
|
45
|
|
|
$
|
44
|
|
|
Q4 2011
|
|
Q3 2011
|
|
Q2 2011
|
|
Q1 2011
|
|
Q4 2010
|
|
Q3 2010
|
|
Q2 2010
|
|
Q1 2010
|
||||||||||||||||
Net interest income
|
$
|
8,016
|
|
|
$
|
7,949
|
|
|
$
|
7,794
|
|
|
$
|
7,598
|
|
|
$
|
7,641
|
|
|
$
|
8,173
|
|
|
$
|
7,930
|
|
|
$
|
7,986
|
|
Provision for credit losses
|
300
|
|
|
400
|
|
|
250
|
|
|
100
|
|
|
900
|
|
|
1,300
|
|
|
1,000
|
|
|
600
|
|
||||||||
Net interest income after provision for credit losses
|
7,716
|
|
|
7,549
|
|
|
7,544
|
|
|
7,498
|
|
|
6,741
|
|
|
6,873
|
|
|
6,930
|
|
|
7,386
|
|
||||||||
Total non-interest income
|
1,336
|
|
|
1,595
|
|
|
1,597
|
|
|
1,748
|
|
|
347
|
|
|
1,293
|
|
|
747
|
|
|
1,334
|
|
||||||||
Total non-interest expense
|
6,803
|
|
|
7,222
|
|
|
7,067
|
|
|
7,153
|
|
|
6,986
|
|
|
7,409
|
|
|
7,142
|
|
|
7,204
|
|
||||||||
(Benefit from) Provision for income taxes
|
541
|
|
|
514
|
|
|
301
|
|
|
505
|
|
|
(517
|
)
|
|
(107
|
)
|
|
31
|
|
|
224
|
|
||||||||
Net income
|
$
|
1,708
|
|
|
$
|
1,408
|
|
|
$
|
1,773
|
|
|
$
|
1,588
|
|
|
$
|
619
|
|
|
$
|
864
|
|
|
$
|
504
|
|
|
$
|
1,292
|
|
Net income available to common shareholders
|
$
|
1,622
|
|
|
$
|
1,206
|
|
|
$
|
1,674
|
|
|
$
|
1,489
|
|
|
$
|
520
|
|
|
$
|
766
|
|
|
$
|
405
|
|
|
$
|
1,193
|
|
Basic earnings per share
|
$
|
0.17
|
|
|
$
|
0.13
|
|
|
$
|
0.18
|
|
|
$
|
0.16
|
|
|
$
|
0.06
|
|
|
$
|
0.08
|
|
|
$
|
0.04
|
|
|
$
|
0.13
|
|
Diluted earnings per share
|
$
|
0.17
|
|
|
$
|
0.13
|
|
|
$
|
0.18
|
|
|
$
|
0.16
|
|
|
$
|
0.06
|
|
|
$
|
0.08
|
|
|
$
|
0.04
|
|
|
$
|
0.13
|
|
ITEM 9 -
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A -
|
CONTROLS AND PROCEDURES
|
ITEM 9B -
|
OTHER INFORMATION
|
ITEM 10 -
|
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
|
ITEM 11 -
|
EXECUTIVE COMPENSATION.
|
ITEM 12 -
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
ITEM 13 -
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
|
ITEM 14 -
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15 -
|
EXHIBITS
|
|
|
CENTRAL VALLEY COMMUNITY BANCORP
|
||
|
|
|
||
|
|
|
||
Date:
|
March 21, 2012
|
|
By:
|
/s/ Daniel J. Doyle
|
|
|
Daniel J. Doyle
|
||
|
|
President and Chief Executive Officer
|
||
|
|
(principal executive officer)
|
||
|
|
|
||
Date:
|
March 21, 2012
|
|
By:
|
/s/ David A. Kinross
|
|
|
David A. Kinross
|
||
|
|
Senior Vice President and Chief Financial Officer
|
||
|
|
(principal accounting officer and principal financial officer)
|
/s/ Daniel J. Doyle
|
|
Date: March 21, 2012
|
|
Daniel J. Doyle,
|
|
|
|
President and Chief Executive Officer and Director (principal executive officer)
|
|
|
|
|
|
|
|
/s/ David A. Kinross
|
|
Date: March 21, 2012
|
|
David A. Kinross,
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(principal accounting officer and principal financial officer)
|
|
|
|
|
|
|
|
Daniel N. Cunningham *
|
|
Date: March 21, 2012
|
|
Daniel N. Cunningham,
|
|
|
|
Chairman of the Board and Director
|
|
|
|
|
|
|
|
Sidney B. Cox *
|
|
Date: March 21, 2012
|
|
Sidney B. Cox, Director
|
|
|
|
|
|
|
|
Edwin S. Darden *
|
|
Date: March 21, 2012
|
|
Edwin S. Darden, Director
|
|
|
|
|
|
|
|
Steven D. McDonald *
|
|
Date: March 21, 2012
|
|
Steven D. McDonald, Director
|
|
|
|
|
|
|
|
Louis McMurray *
|
|
Date: March 21, 2012
|
|
Louis McMurray, Director
|
|
|
|
|
|
|
|
William S. Smittcamp *
|
|
Date: March 21, 2012
|
|
William S. Smittcamp, Director
|
|
|
|
|
|
|
|
Joseph B. Weirick *
|
|
Date: March 21, 2012
|
|
Joseph B. Weirick, Director
|
|
|
|
|
|
|
|
* By
|
/s/ Daniel J. Doyle
|
|
Date: March 21, 2012
|
Daniel J. Doyle, as
Attorney-in-fact
|
|
|
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Exhibit
|
|
|
|
2.1
|
|
Agreement and Plan of Reorganization by and between Central Valley Community Bancorp and Bank of Madera County dated as of July 19, 2004 as amended to reflect amendments at Section 2.5 dated September 29, 2004, incorporated by reference to Appendix A to the proxy statement-prospectus contained in the Registration Statement on Form S-4, Registration Statement No. 333-118534, effective as of November 4, 2004.
|
|
|
|
2.2
|
|
Reorganization Agreement and Plan of Merger by and among Central Valley Community Bancorp, Central Valley Community Bank, Service 1
st
Bancorp, and Service 1
st
Bank dated as of May 28, 2008 as amended as of August 21, 2008, incorporated by reference to Appendix A to the proxy statement-prospectus contained in the Registration Statement on Form S-4, Registration Statement No. 333-152151, effective date September 9, 2008.
|
|
|
|
3.1
|
|
Certificate of Determination for Preferred Stock (20).
|
|
|
|
3.1.1
|
|
Articles of Incorporation of the Company. (1)
|
|
|
|
3.1.2
|
|
Certificate of Amendment of Articles of Incorporation, dated July 6, 2000. (2)
|
|
|
|
3.1.3
|
|
Certificate of Amendment of Articles of Incorporation, dated January 6, 2003 (incorporated herein by reference to Exhibit 3.1.3 to Registrant’s Annual report on Form 10-KSB for the year ended December 31, 2003, filed March 26, 2004.
|
|
|
|
3.1.4
|
|
Certificate of Amendment of Articles of Incorporation, dated October 31, 2005 (incorporated herein by reference to Exhibit 3.(I) to Registrant’s Quarterly report on Form 10-Q for the quarter ended September 30, 2005, filed November 14, 2005.
|
|
|
|
3.1.5
|
|
Certificate of Determination of Series A Fixed Rate Cumulative Perpetual Preferred Stock, dated January 16, 2009 (incorporated herein by reference to Exhibit 3.1 to Registrant’s Report on Form 8-K dated January 30, 2009).
|
|
|
|
3.1.6
|
|
Certificate of Determination of Series B Adjustable Rate Non-cumulative Perpetual Preferred Stock dated December 22, 2009 (incorporated herein by reference to Exhibit 3.2 to Registrant’s Report on Form 8-K dated December 22, 2009).
|
|
|
|
3.2
|
|
Bylaws of the Company as amended to date. (20)
|
|
|
|
4.1
|
|
Form of Stock Purchase Agreement dated as of December 22, 2009 (incorporated herein by reference to Exhibit 4.1 to Registrant’s Report on Form 8-K dated December 22, 2009).
|
|
|
|
4.2
|
|
Form of Stock Purchase Agreement dated as of December 22, 2009 (incorporated herein by reference to Exhibit 4.2 to Registrant’s Report on Form 8-K dated December 22, 2009).
|
|
|
|
9
|
|
N/A
|
|
|
|
10.1
|
|
Central Valley Community Bancorp 2000 Stock Option Plan. (3) *
|
|
|
|
10.2
|
|
Central Valley Community Bancorp Incentive Stock Option Agreement. (2) *
|
|
|
|
10.3
|
|
Central Valley Community Bancorp Non-Statutory Stock Option Agreement. (2) *
|
|
|
|
10.4
|
|
Clovis Community Bank 1992 Stock Option Plan. (2) *
|
|
|
|
10.5
|
|
Clovis Community Bank Incentive Stock Option Agreement. (2) *
|
|
|
|
10.6
|
|
Clovis Community Bank Non-Statutory Stock Option Agreement. (2) *
|
|
|
|
10.7
|
|
Clovis Community Bank Amended and Restated Salary Deferral Plan, effective January 1, 1997. (2) *
|
|
|
|
10.8
|
|
Amendment Number One to the Clovis Community Bank Amended and Restated Salary Deferral Plan, effective January 1, 1997. (2) *
|
|
|
|
10.9
|
|
Amendment Number Two to the Clovis Community Bank Amended and Restated Salary Deferral Plan, effective January 1, 1997. (2) *
|
|
|
|
10.10
|
|
Deferred Fee Agreement by and between Clovest Corporation and Daniel N. Cunningham. (2) *
|
|
|
|
10.11
|
|
Deferred Fee Agreement by and between Clovest Corporation and Steven McDonald. (2) *
|
|
|
|
10.12
|
|
Deferred Fee Agreement by and between Clovest Corporation and Louis McMurray. (2) *
|
|
|
|
10.13
|
|
Deferred Fee Agreement by and between Clovest Corporation and Wanda Lee Rogers. (16) *
|
|
|
|
10.14
|
|
Deferred Fee Agreement by and between Clovest Corporation and William S. Smittcamp. (2) *
|
|
|
|
10.15
|
|
Clovis Community Bank 1999 Senior Management Incentive Plan. (2) *
|
|
|
|
10.16
|
|
Employment Agreement by and between Clovis Community Bank and Daniel J. Doyle dated May 11, 1998. (2) *
|
|
|
|
10.17
|
|
[reserved]
|
|
|
|
10.18
|
|
[reserved]
|
|
|
|
10.19
|
|
Salary Continuation Agreement by and between Clovis Community Bank and Daniel J. Doyle, dated June 7, 2000. (2)*
|
|
|
|
10.20
|
|
Salary Continuation Agreement by and between Clovis Community Bank and Gayle Graham, dated June 7, 2000. (2) *
|
|
|
|
10.21
|
|
Salary Continuation Agreement by and between Clovis Community Bank and Gary Quisenberry, dated June 7, 2000. (2) *
|
|
|
|
10.22
|
|
Salary Continuation Agreement by and between Clovis Community Bank and Tom Sommer, dated June 7, 2000. (2) *
|
|
|
|
10.23
|
|
Clovis Community Bank Amended and Restated Deferred Fee Agreement for Daniel N. Cunningham. (2)*
|
|
|
|
10.24
|
|
Clovis Community Bank Amended and Restated Deferred Fee Agreement for Steven McDonald. (2) *
|
|
|
|
10.25
|
|
Clovis Community Bank Amended and Restated Deferred Fee Agreement for Louis McMurray. (2) *
|
|
|
|
10.26
|
|
Clovis Community Bank Amended and Restated Deferred Fee Agreement for Wanda Lee Rogers. (2) *
|
|
|
|
10.27
|
|
Clovis Community Bank Amended and Restated Deferred Fee Agreement for William S. Smittcamp. (2) *
|
|
|
|
10.28
|
|
Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Clovis Community Bank and Daniel J. Doyle, dated June 21, 2000. (2) *
|
|
|
|
10.29
|
|
Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Clovis Community Bank and Dorothy Graham, dated June 21, 2000. (3) *
|
|
|
|
10.30
|
|
Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Clovis Community Bank and Gary Quisenberry, dated June 21, 2000. (3) *
|
|
|
|
10.31
|
|
Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Clovis Community Bank and Tom Sommer, dated June 21, 2000. (3) *
|
|
|
|
10.32
|
|
Salary Continuation Agreement by and between Clovis Community Bank and Shirley Wilburn, dated April 1, 2001. (5) *
|
|
|
|
10.33
|
|
Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Clovis Community Bank and Shirley Wilburn, dated April 1, 2001. (5) *
|
|
|
|
10.34
|
|
Director Deferred Fee Agreement by and between Clovis Community Bank and Edwin S. Darden. Jr., effective August 1, 2001. (6) *
|
|
|
|
10.35
|
|
Addendum A, Clovis Community Bank Split Dollar Agreement and Endorsement by and between Clovis Community Bank and Edwin S. Darden Jr., effective November 29, 2001. (6) *
|
|
|
|
10.36
|
|
Form of Second Amended and Restated Director Deferred Fee Agreement by and between Clovis Community Bank and Daniel N. Cunningham, Steven McDonald, Louis McMurray, Wanda Lee Rogers and William S. Smittcamp, effective February 13, 2002. (7) *
|
|
|
|
10.37
|
|
Schedule A, Participants’ Normal Retirement Age and Form of Benefit Elected to Second Amended and Restated Director Deferred Fee Agreement by and between Clovis Community Bank and Daniel N. Cunningham, Steven McDonald, Louis McMurray, Wanda Lee Rogers and William S. Smittcamp, effective February 13, 2002 . (7) *
|
|
|
|
10.38
|
|
Addendum A, Clovis Community Bank Split Dollar Agreement and Endorsement by and between Clovis Community Bank and Daniel N. Cunningham, Steven McDonald, Louis McMurray, Wanda Lee Rogers and William S. Smittcamp, effective February 13, 2002. (7) *
|
|
|
|
10.39
|
|
Schedule B, Participants and Their Executive Interest in Clovis Community Bank Split Dollar Agreement and Endorsement, by and between Clovis Community Bank and Daniel N. Cunningham, Steven McDonald, Louis McMurray, Wanda Lee Rogers and William S. Smittcamp, effective February 13, 2002. (7) *
|
|
|
|
10.40
|
|
Central Valley Community Bank Employee and Director Preferred Interest Bonus Plan. (7) *
|
|
|
|
10.41
|
|
Amendment No. 1 to Employment Agreement by and between Central Valley Community Bank and Daniel J. Doyle effective July 17, 2002. (8) *
|
|
|
|
10.42
|
|
Amendment No. 1 to Salary Continuation Agreement by and between Central Valley Community Bank and Daniel J. Doyle effective October 16, 2002. (9)*
|
|
|
|
10.43
|
|
Form of Amendment to the Split Dollar Agreement and Policy Endorsement with Central Valley Community Bank by and between Central Valley Community Bank f/k/a Clovis Community Bank and Daniel N. Cunningham, Steven McDonald, Louis McMurray, Wanda Lee Rogers and William S. Smittcamp, effective January 1, 2003. (10)*
|
|
|
|
10.44
|
|
Schedule C, Participants and life insurance policies in Central Valley Community Bank Amended Split Dollar Agreement and Policy Endorsement by and between Central Valley Community Bank f/k/a Clovis Community Bank and Daniel N. Cunningham, Steven McDonald, Louis McMurray, Wanda Lee Rogers and William S. Smittcamp, effective January 1, 2003. (10)*
|
|
|
|
10.45
|
|
Amendment No. 2 to Executive Salary Continuation Agreement by and between Central Valley Community Bank, f/k/a Clovis Community Bank, and Daniel J. Doyle. (11)*
|
|
|
|
10.46
|
|
Amendment No. 1 to Endorsement Split Dollar Plan Agreement by and between Central Valley Community Bank, f/k/a Clovis Community Bank, and Daniel J. Doyle. (11)*
|
|
|
|
10.47
|
|
Second Amendment to the Clovest Corporation Director Deferred Compensation Plan Agreement Dated November 14, 1996 by and between Clovest Corporation and Daniel N. Cunningham effective October 31, 2003. (12)*
|
|
|
|
10.48
|
|
Second Amendment to the Clovest Corporation Director Deferred Compensation Plan Agreement Dated November 14, 1996 by and between Clovest Corporation and William S. Smittcamp effective October 31, 2003. (12)*
|
|
|
|
10.49
|
|
Second Amendment to the Clovest Corporation Director Deferred Compensation Plan Agreement Dated November 14, 1996 by and between Clovest Corporation and Louis McMurray effective October 31, 2003. (12)*
|
|
|
|
10.50
|
|
Second Amendment to the Clovest Corporation Director Deferred Compensation Plan Agreement Dated November 14, 1996 by and between Clovest Corporation and Wanda Lee Rogers effective October 31, 2003. (12)*
|
|
|
|
10.51
|
|
Business Loan Agreement and Pledge Agreement dated as of December 17, 2004, between Central Valley Community Bancorp and Bank of the West. (13)
|
|
|
|
10.52
|
|
Form of Amendment No. 1 To Salary Continuation Agreement dated June 7, 2000 by and between Central Valley Community Bank and Gayle Graham, Gary Quisenberry, Tom Sommer and Shirley Wilburn effective February 1, 2005. (14)*
|
|
|
|
10.53
|
|
Exhibit 1 to Amendment No. 1 to Salary Continuation Agreement by and between Central Valley Community Bank and Gayle Graham effective February 1, 2005. (14)*
|
|
|
|
10.54
|
|
Exhibit 1 to Amendment No. 1 to Salary Continuation Agreement by and between Central Valley Community Bank and Gary Quisenberry effective February 1, 2005. (14)*
|
|
|
|
10.56
|
|
Exhibit 1 to Amendment No. 1 to Salary Continuation Agreement by and between Central Valley Community Bank and Tom Sommer effective February 1, 2005. (14)*
|
|
|
|
10.57
|
|
Exhibit 1 to Amendment No. 1 to Salary Continuation Agreement by and between Central Valley Community Bank and Shirley Wilburn effective February 1, 2005. (14)*
|
|
|
|
10.58
|
|
Form of Amendment No. 1 To Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Central Valley Community Bank and Gayle Graham, Gary Quisenberry and Tom Sommer effective February 1, 2005. (14)*
|
|
|
|
10.59
|
|
Exhibit B to Amendment No. 1 To Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Central Valley Community Bank and Gayle Graham effective February 1, 2005. (14)*
|
|
|
|
10.60
|
|
Exhibit B to Amendment No. 1 To Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Central Valley Community Bank and Gary Quisenberry effective February 1, 2005. (14)*
|
|
|
|
10.61
|
|
Exhibit B to Amendment No. 1 To Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Central Valley Community Bank and Tom Sommer effective February 1, 2005. (14)*
|
|
|
|
10.62
|
|
Amendment No. 1 To Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Central Valley Community Bank and Shirley Wilburn effective February 1, 2005. (14)*
|
|
|
|
10.63
|
|
Amendment No. 3 To Salary Continuation Agreement by and between Central Valley Community Bank and Daniel Doyle effective February 1, 2005. (14)*
|
|
|
|
10.64
|
|
Central Valley Community Bancorp 2005 Omnibus Incentive Plan (incorporated by reference from Appendix A to the registrant’s proxy statement filed April 5, 2005. (14)*
|
|
|
|
10.65
|
|
Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Central Valley Community Bank and David Kinross, dated July 1, 2006.(15)*
|
|
|
|
10.66
|
|
Executive Salary Continuation Agreement by and between Central Valley Community Bank and David Kinross, dated July 1, 2006. (15)*
|
|
|
|
10.67
|
|
Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Central Valley Community Bank and Daniel J. Doyle, dated December 31, 2006. (16)*
|
|
|
|
10.68
|
|
Amended and Restated Executive Salary Continuation Agreement by and between Central Valley Community Bank and Daniel J. Doyle, dated December 31, 2006. (16)*
|
|
|
|
10.69
|
|
Amended Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Central Valley Community Bank and Shirley Wilburn, dated December 31, 2006. (16)*
|
|
|
|
10.70
|
|
Amended Executive Salary Continuation Agreement by and between Central Valley Community Bank and Shirley Wilburn, dated December 31, 2006. (16)*
|
|
|
|
10.71
|
|
Amendment No. 2 To Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Central Valley Community Bank and Gayle Graham, dated December 20, 2006. (16)*
|
|
|
|
10.72
|
|
Amendment No. 2 To Salary Continuation Agreement by and between Central Valley Community Bank and Gayle Graham, dated December 20, 2006. (16)*
|
|
|
|
10.73
|
|
Amended Life Insurance Endorsement Method Split Dollar Agreement by and between Central Valley Community Bank and David Kinross, dated March 1, 2007. (16)*
|
|
|
|
10.74
|
|
Amended Executive Salary Continuation Agreement by and between Central Valley Community Bank and David Kinross, dated March 1, 2007. (16)*
|
|
|
|
10.75
|
|
Amended Life Insurance Endorsement Method Split Dollar Agreement by and between Central Valley Community Bank and Tom Sommer, dated March 1, 2007. (16)*
|
|
|
|
10.76
|
|
Amended Executive Salary Continuation Agreement by and between Central Valley Community Bank and Tom Sommer, dated March 1, 2007. (16)*
|
|
|
|
10.77
|
|
Amended Life Insurance Endorsement Method Split Dollar Agreement by and between Central Valley Community Bank and Gary Quisenberry, dated March 1, 2007. (16)*
|
|
|
|
10.78
|
|
Amended Executive Salary Continuation Agreement by and between Central Valley Community Bank and Gary Quisenberry, dated March 1, 2007. (16)*
|
|
|
|
10.79
|
|
Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Central Valley Community Bank and Lydia E. Shaw, dated January 2, 2008.(17)*
|
|
|
|
10.80
|
|
Executive Salary Continuation Agreement by and between Central Valley Community Bank and Lydia E. Shaw, dated January 2, 2008. (17)*
|
|
|
|
10.81
|
|
Form of Salary Continuation Agreement Amendment dated March 1, 2008 by and between Central Valley Community Bank and David Kinross, Tom Sommer, Lydia Shaw and Gary Quisenberry. (17)*
|
|
|
|
10.82
|
|
Salary Continuation Agreement Amendment dated March 1, 2008 by and between Central Valley Community Bank and Daniel J. Doyle. (17)*
|
|
|
|
10.83
|
|
Form of Second Amendment to the Director Deferred Compensation Agreement effective January 1, 2009 by and between Central Valley Community Bank and Daniel N. Cunningham, Edwin S. Darden, Jr., Steven D. McDonald, Louis C. McMurray, William S. Smittcamp and Wanda L. Rogers. (Filed as Exhibits to Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and incorporated herein by reference).
|
|
|
|
10.84
|
|
Second Executive Salary Continuation Agreement effective April 1, 2010 by and between Central Valley Community Bank and Thomas Sommer. (19)*
|
|
|
|
10.85
|
|
Second Executive Salary Continuation Agreement effective April 1, 2010 by and between Central Valley Community Bank and Gary Quisenberry. (19)*
|
|
|
|
10.86
|
|
Securities Purchase Agreement, dated August 18, 2011, between the Company and the United States Department of Treasury. (20)
|
|
|
|
10.87
|
|
Letter Agreement, dated August 18, 2011, between the Company and the United States Department of Treasury. (20)
|
|
|
|
10.88
|
|
Share Exchange Agreement, dated August 23, 2011, among the Company and Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (20)
|
|
|
|
10.89
|
|
Second Amended and Restated Executive Salary Continuation Agreement effective July 1, 2011, by and between Central Valley Community Bank and Daniel J. Doyle. (20)*
|
|
|
|
10.90
|
|
Second Amended and Restated Life Insurance Method Split Dollar Plan Agreement effective July 1, 2011, by and between Central Valley Community Bank and Daniel J. Doyle. (20)*
|
10.91
|
|
Amended Executive Salary Continuation Agreement effective January 1, 2012, by and between Central Valley Community Bank and Lydia Shaw. (21)*
|
|
|
|
10.92
|
|
Amended Life Insurance Endorsement Method Split Dollar Agreement effective January 1, 2012, by and between Central Valley Community Bank and Lydia Shaw. (21)*
|
|
|
|
10.93
|
|
Second Amended Executive Salary Continuation Agreement effective January 1, 2012, by and between Central Valley Community Bank and David Kinross. (21)*
|
|
|
|
10.94
|
|
Second Amended Life Insurance Endorsement Method Split Dollar Agreement effective January 1, 2012, by and between Central Valley Community Bank and David Kinross. (21)*
|
|
|
|
10.95
|
|
Amended Second Executive Salary Continuation Agreement effective January 1, 2012, by and between Central Valley Community Bank and Gary Quisenberry. (21)*
|
|
|
|
10.96
|
|
Second Amended Life Insurance Endorsement Method Split Dollar Agreement effective January 1, 2012, by and between Central Valley Community Bank and Gary Quisenberry. (21)*
|
|
|
|
10.97
|
|
Amended Second Executive Salary Continuation Agreement effective January 1, 2012, by and between Central Valley Community Bank and Tom Sommer. (21)*
|
|
|
|
10.98
|
|
Second Amended Life Insurance Endorsement Method Split Dollar Agreement effective January 1, 2012, by and between Central Valley Community Bank and Tom Sommer. (21)*
|
|
|
|
11
|
|
N/A
|
|
|
|
12
|
|
N/A
|
|
|
|
13
|
|
N/A
|
|
|
|
16
|
|
N/A
|
|
|
|
18
|
|
N/A
|
|
|
|
21
|
|
Subsidiaries.
|
|
|
|
22
|
|
N/A
|
|
|
|
23.1
|
|
Consent of Crowe Horwath LLP.
|
|
|
|
23.2
|
|
Consent of Perry-Smith LLP.
|
|
|
|
24
|
|
Power of Attorney
|
|
|
|
31.1
|
|
Rule 13a-14(a) [Section 302] Certification Of Principal Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a) [Section 302] Certification Of Principal Financial Officer.
|
|
|
|
32.1
|
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350. As Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
|
|
|
99.1
|
|
Certification of Principal Executive Officer Pursuant to the Emergency Economic Stabilization Act of 2008 (EESA)
|
|
|
|
99.2
|
|
Certification of Principal Financial Officer Pursuant to the Emergency Economic Stabilization Act of 2008 (EESA)
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Link Document
|
|
|
|
|
|
|
|
|
(1)
|
Filed as Exhibit 3.1.1 to the Annual Report on Form 10-KSB for the year ended December 31, 2000 (the 2000 Form 10-KSB) and incorporated herein by reference.
|
(2)
|
Filed as Exhibits to the 2000 Form 10-KSB and incorporated herein by reference.
|
(3)
|
Attached as Exhibit 99.1 to Registration Statement No. 333-52384 on Form S-8 filed by the Registrant (the 2000 Plan S-8 Registration Statement) and incorporated herein by reference.
|
(4)
|
Attached as Exhibit 99.1 to Registration Statement No. 333-50276 on Form S-8 filed by the Registrant (the 1992 Plan S-8 Registration Statement) and incorporated herein by reference.
|
(5)
|
Filed as Exhibits to the Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001 and incorporated herein by reference.
|
(6)
|
Filed as Exhibits to the Annual Report on Form 10-KSB for the year ended December 31, 2001 and incorporated herein by reference.
|
(7)
|
Filed as Exhibits to the Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002 and incorporated herein by reference.
|
(8)
|
Filed as Exhibit 10.41 to the Quarterly Report on Form 10-QSB for the quarter ended September 30, 2002 and incorporated herein by reference.
|
(9)
|
Filed as Exhibit 10.42 to the Annual Report on Form 10-KSB for the year ended December 31, 2002 and incorporated herein by reference.
|
(10)
|
Filed as Exhibits to the Quarterly Report on Form 10-QSB for the quarter ended March 31, 2003 and incorporated herein by reference.
|
(11)
|
Filed as Exhibits to the Quarterly Report on Form 10-QSB for the quarter ended September, 30 2003 and incorporated herein by reference.
|
(12)
|
Filed as Exhibits to the Annual Report on Form 10-KSB for the year ended December 31, 2003, filed March 26, 2004 and incorporated herein by reference.
|
(13)
|
Filed as Exhibits to the Annual Report on Form 10-KSB for the year ended December 31, 2004, filed March 24, 2005 and incorporated herein by reference.
|
(14)
|
Filed as Exhibits to the Quarterly Report on Form 10-Q for the quarter ended June, 30 2005 and incorporated herein by reference.
|
(15)
|
Filed as Exhibits to the Quarterly Report on Form 10-Q for the quarter ended June, 30 2006 and incorporated herein by reference.
|
(16)
|
Filed as Exhibits to the Annual Report on Form 10-K for the year ended December 31, 2006, filed March 28, 2007 and incorporated herein by reference
|
(17)
|
Filed as Exhibits to Annual Report on Form 10-K for the year ended December 31, 2007, filed March 5, 2008 and incorporated herein by reference
|
(18)
|
Filed as Exhibits to Annual Report on Form 10-K for the year ended December 31, 2008, filed March 19, 2009 and incorporated herein by reference
|
(19)
|
Filed as Exhibits to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and incorporate herein by reference.
|
(20)
|
Filed as Exhibits to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 and incorporate herein by reference.
|
(21)
|
Filed as Exhibit to Annual Report on Form 10K for the year ended December 31, 2011, filed
March 21, 2012
filing herein.
|
A.
|
The Executive is a valued Executive of the Bank, and currently serves as the Bank’s Senior Vice President of Consumer and Retail Banking.
|
B.
|
The Bank’s Board of Directors (the “
Board
”) has determined that the Executive’s services to the Bank are valuable. The Bank and the Executive desire to enter into this Agreement under which the Bank has agreed to make certain payments to the Executive at retirement.
|
C.
|
The Parties intend that this Agreement shall constitute an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive under the Employee Retirement Income Security Act of 1974, as amended (“
ERISA
”). The parties further intend that this Agreement shall constitute a nonqualified deferred compensation arrangement under the Internal Revenue Code (“
Code
”). The Executive is fully advised of the Bank’s financial status and has had substantial input in the design of and benefits provided under this Agreement.
|
D.
|
The parties originally entered into the Executive Salary Continuation Agreement, effective January 2, 2008. The prior agreement was amended effective March 1, 2008. This Amended Executive Salary Continuation Agreement amends and supersedes the prior agreement and incorporates all prior amendments.
|
Retirement
Month
|
Annual
Amount
|
|
Retirement
Month
|
Annual
Amount
|
|
Retirement
Month
|
Annual
Amount
|
||||||
|
|
|
September 2017
|
$
|
40,500
|
|
|
May 2019
|
$
|
50,500
|
|
||
March 2016
|
$
|
31,500
|
|
|
October 2017
|
$
|
41,000
|
|
|
June 2019
|
$
|
51,000
|
|
April 2016
|
$
|
32,000
|
|
|
November 2017
|
$
|
41,500
|
|
|
July 2019
|
$
|
51,500
|
|
May 2016
|
$
|
32,500
|
|
|
December 2017
|
$
|
42,000
|
|
|
August 2019
|
$
|
52,000
|
|
June 2016
|
$
|
33,000
|
|
|
January 2018
|
$
|
42,500
|
|
|
September 2019
|
$
|
52,500
|
|
July 2016
|
$
|
33,500
|
|
|
February 2018
|
$
|
43,000
|
|
|
October 2019
|
$
|
53,000
|
|
August 2016
|
$
|
34,000
|
|
|
March 2018
|
$
|
43,500
|
|
|
November 2019
|
$
|
53,500
|
|
September 2016
|
$
|
34,500
|
|
|
April 2018
|
$
|
44,000
|
|
|
December 2019
|
$
|
54,000
|
|
October 2016
|
$
|
35,000
|
|
|
May 2018
|
$
|
44,500
|
|
|
January 2020
|
$
|
54,500
|
|
November 2016
|
$
|
35,500
|
|
|
June 2018
|
$
|
45,000
|
|
|
February 2020
|
$
|
55,000
|
|
December 2016
|
$
|
36,000
|
|
|
July 2018
|
$
|
45,500
|
|
|
March 2020
|
$
|
55,500
|
|
January 2017
|
$
|
36,500
|
|
|
August 2018
|
$
|
46,000
|
|
|
April 2020
|
$
|
56,000
|
|
February 2017
|
$
|
37,000
|
|
|
September 2018
|
$
|
46,500
|
|
|
May 2020
|
$
|
56,500
|
|
March 2017
|
$
|
37,500
|
|
|
October 2018
|
$
|
47,000
|
|
|
June 2020
|
$
|
57,000
|
|
April 2017
|
$
|
38,000
|
|
|
November 2018
|
$
|
47,500
|
|
|
July 2020
|
$
|
57,500
|
|
May 2017
|
$
|
38,500
|
|
|
December 2018
|
$
|
48,000
|
|
|
August 2020
|
$
|
58,000
|
|
June 2017
|
$
|
39,000
|
|
|
January 2019
|
$
|
48,500
|
|
|
September 2020
|
$
|
58,500
|
|
July 2017
|
$
|
39,500
|
|
|
February 2019
|
$
|
49,000
|
|
|
October 2020
|
$
|
59,000
|
|
August 2017
|
$
|
40,000
|
|
|
March 2019
|
$
|
49,500
|
|
|
November 2020
|
$
|
59,500
|
|
|
|
|
April 2019
|
$
|
50,000
|
|
|
December 2020
|
$
|
60,000
|
|
BANK:
|
EXECUTIVE:
|
|
|
CENTRAL VALLEY COMMUNITY BANK
|
LYDIA SHAW
|
|
|
|
|
By: /s/Daniel Doyle
|
/s/Lydia Shaw
|
Name Daniel Doyle
|
Name: Lydia Shaw
|
Title: President and Chief Executive Officer
|
|
I.
|
DEFINITIONS
|
II.
|
POLICY TITLE AND OWNERSHIP
|
III.
|
BENEFICIARY DESIGNATION RIGHTS
|
IV.
|
PREMIUM PAYMENT METHOD
|
V.
|
TAXABLE BENEFIT
|
VI.
|
DIVISION OF DEATH PROCEEDS
|
A.
|
Should the Insured be employed by the Bank at the time of death, the Insured’s beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to a lump sum payment equal to the present value of the retirement benefit provided in Section III(A) of that certain Amended Executive Salary Continuation Agreement between the Bank and Insured, dated concurrently herewith (the "Salary Continuation Agreement"), assuming that the payments would begin on the date of death and continue for one hundred and eighty (180) months following retirement, or one hundred percent (100%) of the total Policy proceeds, whichever amount is less. Present value calculations shall be made using the assumptions set forth in Section IX(L) of the Salary Continuation Agreement.
|
B.
|
Should the Insured be retired from the Bank at the time of death, the Insured’s beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to a lump sum payment equal to the present value of the sum of all remaining payments that would have been made under the Salary Continuation Agreement (if any), but for the Insured's death, or one hundred percent (100%) of the total Policy proceeds, whichever amount is less. Present value calculations shall be made using the assumptions set forth in Section IX(L) of the Salary Continuation Agreement.
|
C.
|
The Bank shall be entitled to the remainder of the insurance Policy proceeds payable on the death of the Insured.
|
D.
|
The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds in the proportion that the proceeds due to each respectively bears to the total proceeds, excluding any such interest.
|
VII.
|
DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
|
VIII.
|
RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
|
IX.
|
TERMINATION OF AGREEMENT
|
1.
|
The Insured shall leave the employment of the Bank voluntarily at any time; or
|
2.
|
The Insured shall attain the age of 79; or
|
3.
|
The Insured shall be discharged from employment with the Bank for cause. The term for “cause” shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit; or
|
4.
|
Surrender, lapse, or other termination of the Policy by the Bank. Upon surrender, lapse or termination of the Policy, the Insured (or assignee) shall have a fifteen (15) day option to receive from the Bank an absolute assignment of the Policy in consideration of a cash payment to the Bank in an amount equal to the greater of:
|
(a)
|
The Bank’s share of the Policy's cash value on the date of assignment; or
|
(b)
|
The sum of the premiums paid by the Bank prior to the date of assignment,
|
X.
|
NO ASSIGNMENT
|
XI.
|
AGREEMENT BINDING UPON THE PARTIES
|
XII.
|
ERISA PROVISIONS
|
A.
|
Named Fiduciary and Plan Administrator
.
|
B.
|
Funding Policy
.
|
C.
|
Basis of Payment of Benefits
.
|
D.
|
Claim Procedures
.
|
XIII.
|
GENDER
|
XIV.
|
INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
|
XV.
|
AMENDMENT OR REVOCATION
|
XVI.
|
EFFECTIVE DATE
|
XVII.
|
SEVERABILITY AND INTERPRETATION
|
XVIII.
|
APPLICABLE LAW
|
XIX.
|
COMPETITION AFTER TERMINATION OF EMPLOYMENT
|
BANK:
CENTRAL VALLEY COMMUNITY BANK
By:
_/s/Daniel Doyle_____________________
Name: Daniel Doyle
Title: President and Chief Executive Officer
|
EXECUTIVE:
LYDIA SHAW
_/s/Lydia Shaw_____________________
Lydia Shaw
|
A.
|
The Executive is a valued Executive of the Bank, and currently serves as the Bank’s Chief Financial Officer of Administration.
|
B.
|
The Bank’s Board of Directors (the “
Board
”) has determined that the Executive’s services to the Bank are valuable. The Bank and the Executive desire to enter into this Agreement under which the Bank has agreed to make certain payments to the Executive at retirement.
|
C.
|
The Parties intend that this Agreement shall constitute an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive under the Employee Retirement Security Act of 1974, as amended (“
ERISA
”). The parties further intend that this Agreement shall constitute a nonqualified deferred compensation arrangement under the Internal Revenue Code (“
Code
”). The Executive is fully advised of the Bank’s financial status and has had substantial input in the design of and benefits provided under this Agreement.
|
D.
|
The parties originally entered into the Executive Salary Continuation Agreement, dated July 1, 2006. The original agreement was amended and restated effective March 1, 2007. The agreement was further amended effective March 1, 2008. This Second Amended Executive Salary Continuation Agreement amends and supersedes the prior agreements and incorporates all prior amendments.
|
Retirement
Month
|
Annual
Amount
|
|
Retirement
Month
|
Annual
Amount
|
|
Retirement
Month
|
Annual
Amount
|
||||||
May 2024
|
$
|
44,500
|
|
|
April 2025
|
$
|
50,000
|
|
|
March 2026
|
$
|
55,500
|
|
June 2024
|
$
|
45,000
|
|
|
May 2025
|
$
|
50,500
|
|
|
April 2026
|
$
|
56,000
|
|
July 2024
|
$
|
45,500
|
|
|
June 2025
|
$
|
51,000
|
|
|
May 2026
|
$
|
56,500
|
|
August 2024
|
$
|
46,000
|
|
|
July 2025
|
$
|
51,500
|
|
|
June 2026
|
$
|
57,000
|
|
September 2024
|
$
|
46,500
|
|
|
August 2025
|
$
|
52,000
|
|
|
July 2026
|
$
|
57,500
|
|
October 2024
|
$
|
47,000
|
|
|
September 2025
|
$
|
52,500
|
|
|
August 2026
|
$
|
58,000
|
|
November 2024
|
$
|
47,500
|
|
|
October 2025
|
$
|
53,000
|
|
|
September 2026
|
$
|
58,500
|
|
December 2024
|
$
|
48,000
|
|
|
November 2025
|
$
|
53,500
|
|
|
October 2026
|
$
|
59,000
|
|
January 2025
|
$
|
48,500
|
|
|
December 2025
|
$
|
54,000
|
|
|
November 2026
|
$
|
59,500
|
|
February 2025
|
$
|
49,000
|
|
|
January 2026
|
$
|
54,500
|
|
|
December 2026
|
$
|
60,000
|
|
March 2025
|
$
|
49,500
|
|
|
February 2026
|
$
|
55,000
|
|
|
|
|
BANK:
CENTRAL VALLEY COMMUNITY BANK
By:
/s/Daniel Doyle_______
Name: Daniel Doyle
Title: President and Chief Executive Officer
|
EXECUTIVE:
DAVID KINROSS
/s/David Kinross _______
David Kinross
|
I.
|
DEFINITIONS
|
II.
|
POLICY TITLE AND OWNERSHIP
|
III.
|
BENEFICIARY DESIGNATION RIGHTS
|
IV.
|
PREMIUM PAYMENT METHOD
|
V.
|
TAXABLE BENEFIT
|
VI.
|
DIVISION OF DEATH PROCEEDS
|
A.
|
Should the Insured be employed by the Bank at the time of death, the Insured’s beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to a lump sum payment equal to the present value of the retirement benefit provided in Section III(A) of that certain Second Amended Executive Salary Continuation Agreement between the Bank and Insured, dated concurrently herewith (the "Salary Continuation Agreement"), assuming that the payments would begin on the date of death and continue for one hundred and eighty (180) months following retirement, or one hundred percent (100%) of the total Policy proceeds, whichever amount is less. Present value calculations shall be made using the assumptions set forth in Section IX(L) of the Salary Continuation Agreement.
|
B.
|
Should the Insured be retired from the Bank at the time of death, the Insured’s beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to a lump sum payment equal to the present value of the sum of all remaining payments that would have been made under the Salary Continuation Agreement (if any), but for the Insured's death, or one hundred percent (100%) of the total Policy proceeds, whichever amount is less. Present value calculations shall be made using the assumptions set forth in Section IX(L) of the Salary Continuation Agreement.
|
C.
|
The Bank shall be entitled to the remainder of the insurance Policy proceeds payable on the death of the Insured.
|
D.
|
The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds in the proportion that the proceeds due to each respectively bears to the total proceeds, excluding any such interest.
|
VII.
|
DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
|
VIII.
|
RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
|
IX.
|
TERMINATION OF AGREEMENT
|
1.
|
The Insured shall leave the employment of the Bank voluntarily at any time; or
|
2.
|
The Insured shall attain the age of seventy-seven (77); or
|
3.
|
The Insured shall be discharged from employment with the Bank for cause. The term for “cause” shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit; or
|
4.
|
Surrender, lapse, or other termination of the Policy by the Bank. Upon surrender, lapse or termination of the Policy, the Insured (or assignee) shall have a fifteen (15) day option to receive from the Bank an absolute assignment of the Policy in consideration of a cash payment to the Bank in an amount equal to the greater of:
|
(a)
|
The Bank’s share of the Policy's cash value on the date of assignment; or
|
(b)
|
The sum of the premiums paid by the Bank prior to the date of assignment,
|
X.
|
NO ASSIGNMENT
|
XI.
|
AGREEMENT BINDING UPON THE PARTIES
|
XII.
|
ERISA PROVISIONS
|
A.
|
Named Fiduciary and Plan Administrator
.
|
B.
|
Funding Policy
.
|
C.
|
Basis of Payment of Benefits
.
|
D.
|
Claim Procedures
.
|
XIII.
|
GENDER
|
XIV.
|
INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
|
XV.
|
AMENDMENT OR REVOCATION
|
XVI.
|
EFFECTIVE DATE
|
XVII.
|
SEVERABILITY AND INTERPRETATION
|
XVIII.
|
APPLICABLE LAW
|
XIX.
|
COMPETITION AFTER TERMINATION OF EMPLOYMENT
|
BANK:
CENTRAL VALLEY COMMUNITY BANK
By:
_/s/Daniel Doyle_____________________
Name: Daniel Doyle
Title: President and Chief Executive Officer
|
EXECUTIVE:
DAVID KINROSS
/s/David Kinross_________________
David Kinross
|
A.
|
The Executive is a valued executive of the Bank, and currently serves as the Bank’s Senior Vice President of Commercial and Business Banking.
|
B.
|
The Bank’s Board of Directors (the “
Board
”) has determined that the Executive’s services to the Bank are valuable. The Bank and the Executive desire to enter into this Agreement under which the Bank has agreed to make certain payments to the Executive at retirement. This Amended Second Executive Salary Continuation Agreement amends and supersedes the Second Executive Salary Continuation Agreement, effective April 1, 2010, in its entirety. Payments under this Agreement shall be in addition to Executive’s right to payments under that certain Executive Salary Continuation Agreement dated March 1, 2007, as amended on March 1, 2008 (the “
First Salary Continuation Agreement
”).
|
C.
|
The Parties intend that this Agreement shall constitute an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive under the Employee Retirement Income Security Act of 1974, as amended (“
ERISA
”). The parties further intend that this Agreement shall constitute a nonqualified deferred compensation arrangement under the Internal Revenue Code (“
Code
”). The Executive is fully advised of the Bank’s financial status and has had substantial input in the design of and benefits provided under this Agreement.
|
Retirement Month
|
Annual Amt.
|
|
Retirement Month
|
Annual Amt.
|
|
Retirement Month
|
Annual Amt.
|
||||||
|
|
||||||||||||
Apr 2013
|
$
|
7,500
|
|
|
Apr 2015
|
$
|
12,500
|
|
|
Apr 2017
|
$
|
17,500
|
|
May 2013
|
$
|
7,708
|
|
|
May 2015
|
$
|
12,708
|
|
|
May 2017
|
$
|
17,708
|
|
Jun 2013
|
$
|
7,917
|
|
|
Jun 2015
|
$
|
12,917
|
|
|
Jun 2017
|
$
|
17,917
|
|
Jul 2013
|
$
|
8,125
|
|
|
Jul 2015
|
$
|
13,125
|
|
|
Jul 2017
|
$
|
18,125
|
|
Aug 2013
|
$
|
8,333
|
|
|
Aug 2015
|
$
|
13,333
|
|
|
Aug 2017
|
$
|
18,333
|
|
Sep 2013
|
$
|
8,542
|
|
|
Sep 2015
|
$
|
13,542
|
|
|
Sep 2017
|
$
|
18,542
|
|
Oct 2013
|
$
|
8,750
|
|
|
Oct 2015
|
$
|
13,750
|
|
|
Oct 2017
|
$
|
18,750
|
|
Nov 2013
|
$
|
8,958
|
|
|
Nov 2015
|
$
|
13,958
|
|
|
Nov 2017
|
$
|
18,958
|
|
Dec 2013
|
$
|
9,167
|
|
|
Dec 2015
|
$
|
14,167
|
|
|
Dec 2017
|
$
|
19,167
|
|
Jan 2014
|
$
|
9,375
|
|
|
Jan 2016
|
$
|
14,375
|
|
|
Jan 2018
|
$
|
19,375
|
|
Feb 2014
|
$
|
9,583
|
|
|
Feb 2016
|
$
|
14,583
|
|
|
Feb 2018
|
$
|
19,583
|
|
Mar 2014
|
$
|
9,792
|
|
|
Mar 2016
|
$
|
14,792
|
|
|
Mar 2018
|
$
|
19,792
|
|
Apr 2014
|
$
|
10,000
|
|
|
Apr 2016
|
$
|
15,000
|
|
|
Apr 2018
|
$
|
20,000
|
|
May 2014
|
$
|
10,208
|
|
|
May 2016
|
$
|
15,208
|
|
|
|
|
||
Jun 2014
|
$
|
10,417
|
|
|
Jun 2016
|
$
|
15,417
|
|
|
|
|
||
Jul 2014
|
$
|
10,625
|
|
|
Jul 2016
|
$
|
15,625
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||||||
Aug 2014
|
$
|
10,833
|
|
|
Aug 2016
|
$
|
15,833
|
|
|
|
|
||
Sep 2014
|
$
|
11,042
|
|
|
Sep 2016
|
$
|
16,042
|
|
|
|
|
||
Oct 2014
|
$
|
11,250
|
|
|
Oct 2016
|
$
|
16,250
|
|
|
|
|
||
Nov 2014
|
$
|
11,458
|
|
|
Nov 2016
|
$
|
16,458
|
|
|
|
|
||
Dec 2014
|
$
|
11,667
|
|
|
Dec 2016
|
$
|
16,667
|
|
|
|
|
||
Jan 2015
|
$
|
11,875
|
|
|
Jan 2017
|
$
|
16,875
|
|
|
|
|
||
Feb 2015
|
$
|
12,083
|
|
|
Feb 2017
|
$
|
17,083
|
|
|
|
|
||
Mar 2015
|
$
|
12,292
|
|
|
Mar 2017
|
$
|
17,292
|
|
|
|
|
BANK:
CENTRAL VALLEY COMMUNITY BANK
By: /
s/Daniel Doyle
Name: Daniel Doyle
Title: President and Chief Executive Officer
|
EXECUTIVE
GARY QUISENBERRY
/s/Gary Quisenberry
Gary Quisenberry
|
Date:
12/22/2011
|
Date:
12/22/2011
|
I.
|
DEFINITIONS
|
II.
|
POLICIES TITLE AND OWNERSHIP
|
III.
|
BENEFICIARY DESIGNATION RIGHTS
|
IV.
|
PREMIUM PAYMENT METHOD
|
V.
|
TAXABLE BENEFIT
|
VI.
|
DIVISION OF DEATH PROCEEDS
|
A.
|
Should the Insured be employed by the Bank at the time of death, the Insured’s beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to a lump sum payment equal to the present value of the sum of the retirement benefits provided in Section III(A) of the Amended Executive Salary Continuation Agreement between the Bank and Insured, effective March 1, 2007, and Section III(A) of the Amended Second Executive Salary Continuation Agreement between the Bank and Insured, effective January 1, 2012 (collectively, the “Salary Continuation Agreements”), assuming that the payments would begin on the date of death and continue for one hundred and eighty (180) months following retirement, or one hundred percent (100%) of the total proceeds of the Policies, whichever amount is less. Present value calculations shall be made using the assumptions set forth in the Salary Continuation Agreements.
|
B.
|
Should the Insured be retired from the Bank at the time of death, the Insured’s beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to a lump sum payment equal to the present value of the sum of all remaining payments that would have been made under the Salary Continuation Agreements (if any), but for the Insured's death, or one hundred percent (100%) of the total proceeds of the Policies, whichever amount is less. Present value calculations shall be made using the assumptions set forth in the Salary Continuation Agreements.
|
C.
|
The Bank shall be entitled to the remainder of the insurance proceeds payable on the death of the Insured.
|
D.
|
The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds in the proportion that the proceeds due to each respectively bears to the total proceeds, excluding any such interest.
|
VII.
|
DIVISION OF THE CASH SURRENDER VALUE OF THE POLICIES
|
VIII.
|
RIGHTS OF PARTIES WHERE POLICIES ENDOWMENT OR ANNUITY ELECTION EXISTS
|
IX.
|
TERMINATION OF AGREEMENT
|
1.
|
The Insured shall leave the employment of the Bank voluntarily at any time; or
|
2.
|
The Insured shall attain the age of eighty-two (82); or
|
3.
|
The Insured shall be discharged from employment with the Bank for cause. The term for “cause” shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit; or
|
4.
|
Surrender, lapse, or other termination of the Policies by the Bank. In the event that one or more of the Policies is surrendered, lapse or is otherwise terminated, this Agreement shall terminate as to the Policy(ies) that have been surrendered, lapsed, or have been otherwise terminated. Upon surrender, lapse or termination of one or more of the Policies, the Insured (or assignee) shall have a fifteen (15) day option to receive from the Bank an absolute assignment of the Policy(ies) that have been surrendered, lapsed, or have been otherwise terminated in consideration of a cash payment to the Bank in an amount equal to the greater of:
|
(a)
|
The Bank’s share of the cash value of the affected Policy(ies) on the date of assignment; or
|
(b)
|
The sum of the premiums paid by the Bank with respect to such Policy(ies) prior to the date of assignment, with interest.
|
X.
|
NO ASSIGNMENT
|
XI.
|
AGREEMENT BINDING UPON THE PARTIES
|
XII.
|
ERISA PROVISIONS
|
A.
|
Named Fiduciary and Plan Administrator
.
|
B.
|
Funding Policy
.
|
C.
|
Basis of Payment of Benefits
.
|
D.
|
Claim Procedures
.
|
XIII.
|
GENDER
|
XIV.
|
INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
|
XV.
|
AMENDMENT OR REVOCATION
|
XVI.
|
EFFECTIVE DATE
|
XVII.
|
SEVERABILITY AND INTERPRETATION
|
XVIII.
|
APPLICABLE LAW
|
XIX.
|
COMPETITION AFTER TERMINATION OF EMPLOYMENT
|
BANK:
CENTRAL VALLEY COMMUNITY BANK
By: /
s/Daniel Doyle
Name: Daniel Doyle
Title: President and Chief Executive Officer
|
EXECUTIVE
GARY QUISENBERRY
/s/Gary Quisenberry
Gary Quisenberry
|
A.
|
The Executive is a valued executive of the Bank, and currently serves as the Bank’s Senior Vice President and Chief Credit Officer.
|
B.
|
The Bank’s Board of Directors (the “
Board
”) has determined that the Executive’s services to the Bank are valuable. The Bank and the Executive desire to enter into this Agreement under which the Bank has agreed to make certain payments to the Executive at retirement. This Amended Second Executive Salary Continuation Agreement amends and supersedes the Second Executive Salary Continuation Agreement, effective April 1, 2010, in its entirety. Payments under this Agreement shall be in addition to Executive’s right to payments under that certain Executive Salary Continuation Agreement dated March 1, 2007, as amended on March 1, 2008 (the “
First Salary Continuation Agreement
”).
|
C.
|
The Parties intend that this Agreement shall constitute an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive under the Employee Retirement Income Security Act of 1974, as amended (“
ERISA
”). The parties further intend that this Agreement shall constitute a nonqualified deferred compensation arrangement under the Internal Revenue Code (“
Code
”). The Executive is fully advised of the Bank’s financial status and has had substantial input in the design of and benefits provided under this Agreement.
|
Retirement
|
Annual
|
|
Retirement
|
Annual
|
|
Retirement
|
Annual
|
||||||
Month
|
Amount
|
Month
|
Amount
|
Month
|
Amount
|
||||||||
Apr 2013
|
$
|
10,000
|
|
|
May 2014
|
$
|
13,611
|
|
|
Jun 2015
|
$
|
17,222
|
|
May 2013
|
$
|
10,278
|
|
|
Jun 2014
|
$
|
13,889
|
|
|
Jul 2015
|
$
|
17,500
|
|
Jun 2013
|
$
|
10,556
|
|
|
Jul 2014
|
$
|
14,167
|
|
|
Aug 2015
|
$
|
17,778
|
|
Jul 2013
|
$
|
10,833
|
|
|
Aug 2014
|
$
|
14,444
|
|
|
Sep 2015
|
$
|
18,056
|
|
Aug 2013
|
$
|
11,111
|
|
|
Sep 2014
|
$
|
14,722
|
|
|
Oct 2015
|
$
|
18,333
|
|
Sep 2013
|
$
|
11,389
|
|
|
Oct 2014
|
$
|
15,000
|
|
|
Nov 2015
|
$
|
18,611
|
|
Oct 2013
|
$
|
11,667
|
|
|
Nov 2014
|
$
|
15,278
|
|
|
Dec 2015
|
$
|
18,889
|
|
Nov 2013
|
$
|
11,944
|
|
|
Dec 2014
|
$
|
15,556
|
|
|
Jan 2016
|
$
|
19,167
|
|
Dec 2013
|
$
|
12,222
|
|
|
Jan 2015
|
$
|
15,833
|
|
|
Feb 2016
|
$
|
19,444
|
|
Jan 2014
|
$
|
12,500
|
|
|
Feb 2015
|
$
|
16,111
|
|
|
Mar 2016
|
$
|
19,722
|
|
Feb 2014
|
$
|
12,778
|
|
|
Mar 2015
|
$
|
16,389
|
|
|
Apr 2016
|
$
|
20,000
|
|
Mar 2014
|
$
|
13,056
|
|
|
Apr 2015
|
$
|
16,667
|
|
|
|
|
||
Apr 2014
|
$
|
13,333
|
|
|
May 2015
|
$
|
16,944
|
|
|
|
|
BANK:
CENTRAL VALLEY COMMUNITY BANK
By:
/s/Daniel Doyle
Name: Daniel Doyle
Title: President and Chief Executive Officer
Date:
1/3/2012
|
EXECUTIVE
TOM SOMMER
/s/Thomas Sommer
Thomas Sommer
Date:
1/3/2012
|
I.
|
DEFINITIONS
|
II.
|
POLICIES TITLE AND OWNERSHIP
|
III.
|
BENEFICIARY DESIGNATION RIGHTS
|
IV.
|
PREMIUM PAYMENT METHOD
|
V.
|
TAXABLE BENEFIT
|
VI.
|
DIVISION OF DEATH PROCEEDS
|
A.
|
Should the Insured be employed by the Bank at the time of death, the Insured’s beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to a lump sum payment equal to the present value of the sum of the retirement benefits provided in Section III(A) of the Amended Executive Salary Continuation Agreement between the Bank and Insured, effective March 1, 2007, and Section III(A) of the Amended Second Executive Salary Continuation Agreement between the Bank and Insured, effective January 1, 2012 (collectively, the “Salary Continuation Agreements”), assuming that the payments would begin on the date of death and continue for one hundred and eighty (180) months following retirement, or one hundred percent (100%) of the total proceeds of the Policies, whichever amount is less. Present value calculations shall be made using the assumptions set forth in the Salary Continuation Agreements.
|
B.
|
Should the Insured be retired from the Bank at the time of death, the Insured’s beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to a lump sum payment equal to the present value of the sum of all remaining payments that would have been made under the Salary Continuation Agreements (if any), but for the Insured's death, or one hundred percent (100%) of the total proceeds of the Policies, whichever amount is less. Present value calculations shall be made using the assumptions set forth in the Salary Continuation Agreements.
|
C.
|
The Bank shall be entitled to the remainder of the insurance proceeds payable on the death of the Insured.
|
D.
|
The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds in the proportion that the proceeds due to each respectively bears to the total proceeds, excluding any such interest.
|
VII.
|
DIVISION OF THE CASH SURRENDER VALUE OF THE POLICIES
|
VIII.
|
RIGHTS OF PARTIES WHERE POLICIES ENDOWMENT OR ANNUITY ELECTION EXISTS
|
IX.
|
TERMINATION OF AGREEMENT
|
1.
|
The Insured shall leave the employment of the Bank voluntarily at any time; or
|
2.
|
The Insured shall attain the age of eighty-three (83); or
|
3.
|
The Insured shall be discharged from employment with the Bank for cause. The term for “cause” shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit; or
|
4.
|
Surrender, lapse, or other termination of the Policies by the Bank. In the event that one or more of the Policies is surrendered, lapse or is otherwise terminated, this Agreement shall terminate as to the Policy(ies) that have been surrendered, lapsed, or have been otherwise terminated. Upon surrender, lapse or termination of one or more of the Policies, the Insured (or assignee) shall have a fifteen (15) day option to receive from the Bank an absolute assignment of the Policy(ies) that have been surrendered, lapsed, or have been otherwise terminated in consideration of a cash payment to the Bank in an amount equal to the greater of:
|
(a)
|
The Bank’s share of the cash value of the affected Policy(ies) on the date of assignment; or
|
(b)
|
The sum of the premiums paid by the Bank with respect to such Policy(ies) prior to the date of assignment, with interest.
|
X.
|
NO ASSIGNMENT
|
XI.
|
AGREEMENT BINDING UPON THE PARTIES
|
XII.
|
ERISA PROVISIONS
|
A.
|
Named Fiduciary and Plan Administrator
.
|
B.
|
Funding Policy
.
|
C.
|
Basis of Payment of Benefits
.
|
D.
|
Claim Procedures
.
|
XIII.
|
GENDER
|
XIV.
|
INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
|
XV.
|
AMENDMENT OR REVOCATION
|
XVI.
|
EFFECTIVE DATE
|
XVII.
|
SEVERABILITY AND INTERPRETATION
|
XVIII.
|
APPLICABLE LAW
|
XIX.
|
COMPETITION AFTER TERMINATION OF EMPLOYMENT
|
BANK:
CENTRAL VALLEY COMMUNITY BANK
By:
_/s/Daniel Doyle____________________
Name: Daniel Doyle
Title: President and Chief Executive Officer
|
EXECUTIVE:
THOMAS SOMMER
_/s/Thomas Sommer________________
Thomas Sommer
|
|
|
Name
|
|
State of Incorporation
|
|
|
|
Central Valley Community Bank
|
|
California
|
Service 1
st
Capital Trust I
|
|
Delaware
|
|
/s/ Crowe Horwath LLP
|
|
|
Sacramento, California
|
|
March 21, 2012
|
|
|
/s/ Perry Smith LLP
|
|
|
Sacramento, California
|
|
March 21, 2012
|
|
|
|
|
/s/Daniel J. Doyle
|
|
Date: March 21, 2012
|
Daniel J. Doyle,
|
|
|
President and Chief Executive Officer and Director (principal executive officer)
|
|
|
|
|
|
|
|
|
/s/David A. Kinross
|
|
Date: March 21, 2012
|
David A. Kinross,
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(principal accounting officer
and principal financial officer)
|
|
|
|
|
|
/s/Daniel N. Cunningham
|
|
Date: March 21, 2012
|
Daniel N. Cunningham,
|
|
|
Chairman of the Board and Director
|
|
|
|
|
|
/s/Sidney B. Cox
|
|
Date: March 21, 2012
|
Sidney B. Cox,
|
|
|
Director
|
|
|
|
|
|
/s/Edwin S. Darden
|
|
Date: March 21, 2012
|
Edwin S. Darden,
|
|
|
Director
|
|
|
|
|
|
/s/Steven D. McDonald
|
|
Date: March 21, 2012
|
Steven D. McDonald,
|
|
|
Director
|
|
|
|
|
|
/s/Louis McMurray
|
|
Date: March 21, 2012
|
Louis McMurray,
|
|
|
Director
|
|
|
|
|
|
/s/William S. Smittcamp
|
|
Date: March 21, 2012
|
William S. Smittcamp,
|
|
|
Director
|
|
|
|
|
|
/s/Joseph B. Weirick
|
|
Date: March 21, 2012
|
Joseph B. Weirick,
|
|
|
Director
|
|
|
/s/ Daniel J. Doyle
|
|
Date: March 21, 2012
|
Daniel J. Doyle,
|
|
|
/s/ David A. Kinross
|
|
Date: March 21, 2012
|
David A. Kinross,
|
|
|
|
/s/ Daniel J. Doyle
|
|
DANIEL J. DOYLE
|
|
President and Chief Executive Officer
|
|
/s/ David A. Kinross
|
|
DAVID A. KINROSS
|
|
Senior Vice President and Chief Financial Officer
|
/s/ Daniel J. Doyle
|
|
Date:
|
March 21, 2012
|
Daniel J. Doyle
|
|
|
|
President and Chief Executive Officer
|
|
|
|
/s/ David A. Kinross
|
|
Date:
|
March 21, 2012
|
David A. Kinross
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|