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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 21, 2014
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[Common Stock, No par value per share]
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10,925,085
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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 21, 2014 (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 5:30 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 8:30 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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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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Exeter
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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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None
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Caldwell
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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 1:00 p.m.
Drive Up 9:00 a.m. to 1:00 p.m.
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Floral
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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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Mission Oaks
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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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None
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Mary’s Vineyard Shopping Center
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Walk-up and Drive-up ATMs only
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Walk-up and Drive-up ATMs only
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Walk-up and Drive-up ATMs only
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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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2013
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2012
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2011
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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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46,672
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$
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164
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0.35
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%
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$
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36,836
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$
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108
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0.29
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%
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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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Securities:
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Taxable securities
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235,487
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2,375
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1.01
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%
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218,325
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3,289
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1.51
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%
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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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Non-taxable securities (1)
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163,494
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8,755
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5.35
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%
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113,039
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6,830
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6.04
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%
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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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Total investment securities
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398,981
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11,130
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2.79
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%
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331,364
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10,119
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3.05
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%
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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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Federal funds sold
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206
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1
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0.25
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%
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618
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2
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0.30
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%
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695
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2
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0.29
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%
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Total securities and interest-earning deposits
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445,859
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11,295
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2.53
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%
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368,818
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10,229
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2.77
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%
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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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Loans (2)(3)
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445,300
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26,519
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5.96
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%
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394,575
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23,913
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6.06
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%
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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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Federal Home Loan Bank stock
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4,171
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177
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4.24
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%
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3,544
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36
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1.02
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%
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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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Total interest-earning assets (1)
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895,330
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$
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37,991
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4.24
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%
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766,937
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$
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34,178
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4.46
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%
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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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Allowance for credit losses
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(9,713
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)
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(10,365
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)
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(11,018
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)
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Nonaccrual loans
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9,183
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10,465
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15,322
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Other real estate owned
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50
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919
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217
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Cash and due from banks
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21,296
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19,525
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17,977
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Bank premises and equipment
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7,816
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6,217
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5,788
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Other non-earning assets
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62,962
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59,380
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56,030
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Total average assets
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$
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986,924
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$
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853,078
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$
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800,178
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2013
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2012
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2011
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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
|
|
Average
Interest
Rate
|
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Average
Balance
|
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Interest
Income/
Expense
|
|
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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215,668
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$
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291
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0.13
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%
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$
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177,205
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$
|
302
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0.17
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%
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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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Money market accounts (MMA)
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193,833
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229
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0.12
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%
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178,734
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|
392
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0.22
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%
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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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||||||
Time certificates of deposit, under $100,000
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48,729
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219
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0.45
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%
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59,838
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|
466
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0.78
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%
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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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Time certificates of deposit, $100,000 and over
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106,307
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531
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0.50
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%
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86,295
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|
470
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0.54
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%
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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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||||||
Total interest-bearing deposits
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564,537
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1,270
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0.22
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%
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502,072
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|
1,630
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0.32
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%
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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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||||||
Other borrowed funds
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5,645
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|
116
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2.05
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%
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9,156
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|
253
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2.76
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%
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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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||||||
Total interest-bearing liabilities
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570,182
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$
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1,386
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0.24
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%
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511,228
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$
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1,883
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0.37
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%
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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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|||
Non-interest bearing demand deposits
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283,956
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217,529
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182,244
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||||||
Other liabilities
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13,040
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9,760
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8,738
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||||||
Shareholders’ equity
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119,746
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114,561
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103,386
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|
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||||||
Total average liabilities and shareholders’ equity
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$
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986,924
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$
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853,078
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|
|
|
|
|
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|
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$
|
800,178
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|
|
|
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|
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|
|||
Interest income and rate earned on average earning assets (1)
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|
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|
$
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37,991
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|
|
4.24
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%
|
|
|
|
|
$
|
34,178
|
|
|
4.46
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%
|
|
|
|
|
$
|
36,092
|
|
|
5.04
|
%
|
|||
Interest expense and interest cost related to average interest-bearing liabilities
|
|
|
|
|
1,386
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|
|
0.24
|
%
|
|
|
|
|
1,883
|
|
|
0.37
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%
|
|
|
|
|
2,942
|
|
|
0.58
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%
|
||||||
Net interest income and net interest margin (4)
|
|
|
|
|
$
|
36,605
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|
|
4.09
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%
|
|
|
|
|
$
|
32,295
|
|
|
4.21
|
%
|
|
|
|
|
$
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33,150
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|
|
4.63
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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
$2,977
,
$2,322
and
$1,784
in
2013
,
2012
and
2011
, respectively.
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(2)
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Loan interest income includes loan fees of
$320
in
2013
,
$646
in
2012
, and
$399
in
2011
.
|
(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.
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
|
2013 Compared to 2012
|
|
2012 Compared to 2011
|
||||||||||||||||||||
(In thousands)
|
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
Increase (decrease) due to changes in:
|
|
|
|
|
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|
||||||
Interest income:
|
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|
||||||
Interest-earning deposits in other banks
|
|
$
|
32
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|
|
$
|
24
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|
|
$
|
56
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|
|
$
|
(111
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)
|
|
$
|
32
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|
|
$
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(79
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)
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
|
285
|
|
|
(1,199
|
)
|
|
(914
|
)
|
|
11,056
|
|
|
(12,315
|
)
|
|
(1,259
|
)
|
||||||
Non-taxable (1)
|
|
2,583
|
|
|
(658
|
)
|
|
1,925
|
|
|
2,141
|
|
|
(559
|
)
|
|
1,582
|
|
||||||
Total investment securities
|
|
2,868
|
|
|
(1,857
|
)
|
|
1,011
|
|
|
13,197
|
|
|
(12,874
|
)
|
|
323
|
|
||||||
Loans
|
|
3,012
|
|
|
(406
|
)
|
|
2,606
|
|
|
(1,389
|
)
|
|
(796
|
)
|
|
(2,185
|
)
|
||||||
FHLB Stock
|
|
7
|
|
|
134
|
|
|
141
|
|
|
2
|
|
|
25
|
|
|
27
|
|
||||||
Total earning assets (1)
|
|
5,918
|
|
|
(2,105
|
)
|
|
3,813
|
|
|
11,699
|
|
|
(13,613
|
)
|
|
(1,914
|
)
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Savings, NOW and MMA
|
|
132
|
|
|
(306
|
)
|
|
(174
|
)
|
|
97
|
|
|
(463
|
)
|
|
(366
|
)
|
||||||
Certificates of deposit under $100,000
|
|
(75
|
)
|
|
(172
|
)
|
|
(247
|
)
|
|
(92
|
)
|
|
(130
|
)
|
|
(222
|
)
|
||||||
Certificates of deposit $100,000 and over
|
|
95
|
|
|
(34
|
)
|
|
61
|
|
|
(89
|
)
|
|
(355
|
)
|
|
(444
|
)
|
||||||
Total interest-bearing deposits
|
|
152
|
|
|
(512
|
)
|
|
(360
|
)
|
|
(84
|
)
|
|
(948
|
)
|
|
(1,032
|
)
|
||||||
Other borrowed funds
|
|
(132
|
)
|
|
(5
|
)
|
|
(137
|
)
|
|
(31
|
)
|
|
4
|
|
|
(27
|
)
|
||||||
Total interest bearing liabilities
|
|
20
|
|
|
(517
|
)
|
|
(497
|
)
|
|
(115
|
)
|
|
(944
|
)
|
|
(1,059
|
)
|
||||||
Net interest income (1)
|
|
$
|
5,898
|
|
|
$
|
(1,588
|
)
|
|
$
|
4,310
|
|
|
$
|
11,814
|
|
|
$
|
(12,669
|
)
|
|
$
|
(855
|
)
|
|
|
(1)
|
Computed on a tax equivalent basis for securities exempt from federal income taxes.
|
Available-for-Sale
|
|
Amortized Cost at December 31,
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
U.S. Government agencies
|
|
$
|
18,172
|
|
|
$
|
9,443
|
|
|
149
|
|
|
Obligations of states and political subdivisions
|
|
162,018
|
|
|
151,312
|
|
|
101,030
|
|
|||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
254,978
|
|
|
206,465
|
|
|
204,222
|
|
|||
Private label residential mortgage backed securities
|
|
4,344
|
|
|
6,258
|
|
|
8,408
|
|
|||
Corporate debt securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other equity securities
|
|
7,596
|
|
|
7,596
|
|
|
7,596
|
|
|||
Total Available-for-Sale Securities
|
|
$
|
447,108
|
|
|
$
|
381,074
|
|
|
$
|
321,405
|
|
(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 agencies
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,344
|
|
|
2.45
|
%
|
|
$
|
15,828
|
|
|
4.07
|
%
|
|
$
|
18,172
|
|
|
3.86
|
%
|
Obligations of states and political subdivisions
|
|
—
|
|
|
—
|
|
|
1,769
|
|
|
2.28
|
%
|
|
22,100
|
|
|
4.39
|
%
|
|
138,149
|
|
|
4.41
|
%
|
|
162,018
|
|
|
4.39
|
%
|
|||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
—
|
|
|
—
|
|
|
4,184
|
|
|
2.83
|
%
|
|
17,025
|
|
|
3.79
|
%
|
|
233,769
|
|
|
4.32
|
%
|
|
254,978
|
|
|
4.26
|
%
|
|||||
Private label residential mortgage backed securities
|
|
—
|
|
|
—
|
|
|
129
|
|
|
4.78
|
|
|
520
|
|
|
4.76
|
%
|
|
3,695
|
|
|
5.75
|
%
|
|
4,344
|
|
|
5.60
|
%
|
|||||
Other equity securities
|
|
7,596
|
|
|
2.34
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,596
|
|
|
2.34
|
%
|
|||||
|
|
$
|
7,596
|
|
|
2.34
|
%
|
|
$
|
6,082
|
|
|
3.44
|
%
|
|
$
|
41,989
|
|
|
4.04
|
%
|
|
$
|
391,441
|
|
|
4.36
|
%
|
|
$
|
447,108
|
|
|
4.27
|
%
|
|
|
(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)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
|
$
|
87,082
|
|
|
$
|
77,956
|
|
|
$
|
78,089
|
|
|
$
|
81,318
|
|
|
$
|
93,282
|
|
Agricultural land and production
|
|
31,649
|
|
|
26,599
|
|
|
29,958
|
|
|
20,604
|
|
|
13,903
|
|
|||||
Total commercial
|
|
118,731
|
|
|
104,555
|
|
|
108,047
|
|
|
101,922
|
|
|
107,185
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied
|
|
156,781
|
|
|
114,444
|
|
|
113,183
|
|
|
111,888
|
|
|
106,606
|
|
|||||
Real estate construction and other land loans
|
|
42,329
|
|
|
33,199
|
|
|
33,047
|
|
|
32,038
|
|
|
51,633
|
|
|||||
Commercial real estate
|
|
86,117
|
|
|
53,797
|
|
|
62,523
|
|
|
63,627
|
|
|
71,420
|
|
|||||
Agricultural real estate
|
|
44,164
|
|
|
28,400
|
|
|
42,596
|
|
|
44,397
|
|
|
38,759
|
|
|||||
Other real estate
|
|
4,548
|
|
|
8,098
|
|
|
7,892
|
|
|
8,103
|
|
|
4,610
|
|
|||||
Total real estate
|
|
333,939
|
|
|
237,938
|
|
|
259,241
|
|
|
260,053
|
|
|
273,028
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity loans and lines of credit
|
|
48,594
|
|
|
42,932
|
|
|
51,106
|
|
|
58,860
|
|
|
65,353
|
|
|||||
Consumer and installment
|
|
11,252
|
|
|
10,346
|
|
|
9,765
|
|
|
11,261
|
|
|
14,033
|
|
|||||
Total consumer
|
|
59,846
|
|
|
53,278
|
|
|
60,871
|
|
|
70,121
|
|
|
79,386
|
|
|||||
Deferred loan fees, net
|
|
(159
|
)
|
|
(453
|
)
|
|
(764
|
)
|
|
(499
|
)
|
|
(392
|
)
|
|||||
Total gross loans
|
|
512,357
|
|
|
395,318
|
|
|
427,395
|
|
|
431,597
|
|
|
459,207
|
|
|||||
Allowance for credit losses
|
|
(9,208
|
)
|
|
(10,133
|
)
|
|
(11,396
|
)
|
|
(11,014
|
)
|
|
(10,200
|
)
|
|||||
Total (1)
|
|
$
|
503,149
|
|
|
$
|
385,185
|
|
|
$
|
415,999
|
|
|
$
|
420,583
|
|
|
$
|
449,007
|
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
(1) Includes nonaccrual loans of:
|
|
$
|
7,586
|
|
|
$
|
9,695
|
|
|
$
|
14,434
|
|
|
$
|
18,561
|
|
|
$
|
18,959
|
|
(In thousands)
|
|
One Year or
Less
|
|
After One
Through Five
Years
|
|
After Five
Years
|
|
Total
|
||||||||
Loan Maturities:
|
|
|
|
|
|
|
|
|
||||||||
Commercial and agricultural
|
|
$
|
84,300
|
|
|
$
|
26,967
|
|
|
$
|
7,464
|
|
|
$
|
118,731
|
|
Real estate construction and other land loans
|
|
37,595
|
|
|
1,670
|
|
|
3,064
|
|
|
42,329
|
|
||||
Other real estate
|
|
22,400
|
|
|
34,164
|
|
|
235,046
|
|
|
291,610
|
|
||||
Consumer and installment
|
|
15,465
|
|
|
13,137
|
|
|
31,244
|
|
|
59,846
|
|
||||
|
|
$
|
159,760
|
|
|
$
|
75,938
|
|
|
$
|
276,818
|
|
|
$
|
512,516
|
|
Sensitivity to Changes in Interest Rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans with fixed interest rates
|
|
$
|
42,516
|
|
|
$
|
37,776
|
|
|
$
|
32,886
|
|
|
$
|
113,178
|
|
Loans with floating interest rates
|
|
117,243
|
|
|
37,490
|
|
|
244,605
|
|
|
399,338
|
|
||||
|
|
$
|
159,759
|
|
|
$
|
75,266
|
|
|
$
|
277,491
|
|
|
$
|
512,516
|
|
|
|
December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Nonaccrual
|
|
$
|
2,991
|
|
|
$
|
450
|
|
|
$
|
3,833
|
|
|
$
|
7,906
|
|
|
$
|
14,391
|
|
Restructured nonaccrual loans
|
|
4,595
|
|
|
9,245
|
|
|
10,601
|
|
|
10,655
|
|
|
4,568
|
|
|||||
|
|
$
|
7,586
|
|
|
$
|
9,695
|
|
|
$
|
14,434
|
|
|
$
|
18,561
|
|
|
$
|
18,959
|
|
Accruing loans past due 90 days or more
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Accruing troubled debt restructurings
|
|
$
|
5,771
|
|
|
$
|
7,410
|
|
|
$
|
9,210
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Nonaccrual loans to total loans
|
|
1.48
|
%
|
|
2.45
|
%
|
|
3.38
|
%
|
|
4.30
|
%
|
|
4.13
|
%
|
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Loans outstanding at December 31,
|
|
$
|
512,516
|
|
|
$
|
395,771
|
|
|
$
|
428,159
|
|
|
$
|
432,096
|
|
|
$
|
459,599
|
|
Average loans outstanding during the year
|
|
$
|
454,483
|
|
|
$
|
405,040
|
|
|
$
|
428,291
|
|
|
$
|
455,340
|
|
|
$
|
482,458
|
|
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
$
|
10,133
|
|
|
$
|
11,396
|
|
|
$
|
11,014
|
|
|
$
|
10,200
|
|
|
$
|
7,223
|
|
Deduct loans charged-off:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
(713
|
)
|
|
(123
|
)
|
|
(280
|
)
|
|
(1,938
|
)
|
|
(1,383
|
)
|
|||||
Owner occupied
|
|
(281
|
)
|
|
(217
|
)
|
|
—
|
|
|
(218
|
)
|
|
(1,160
|
)
|
|||||
Real estate construction and other land loans
|
|
—
|
|
|
(319
|
)
|
|
(286
|
)
|
|
(823
|
)
|
|
(569
|
)
|
|||||
Commercial real estate
|
|
(4
|
)
|
|
(1,430
|
)
|
|
(26
|
)
|
|
(11
|
)
|
|
(1,588
|
)
|
|||||
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(453
|
)
|
|
(2,450
|
)
|
|||||
Consumer loans
|
|
(448
|
)
|
|
(761
|
)
|
|
(940
|
)
|
|
(679
|
)
|
|
(776
|
)
|
|||||
Total loans charged-off
|
|
(1,446
|
)
|
|
(2,850
|
)
|
|
(1,532
|
)
|
|
(4,122
|
)
|
|
(7,926
|
)
|
|||||
Add recoveries of loans previously charged off:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
|
315
|
|
|
515
|
|
|
286
|
|
|
429
|
|
|
45
|
|
|||||
Owner occupied
|
|
—
|
|
|
45
|
|
|
—
|
|
|
258
|
|
|
20
|
|
|||||
Real estate construction and other land loans
|
|
16
|
|
|
—
|
|
|
52
|
|
|
42
|
|
|
55
|
|
|||||
Commercial real estate
|
|
—
|
|
|
—
|
|
|
176
|
|
|
—
|
|
|
5
|
|
|||||
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|
201
|
|
|||||
Consumer loans
|
|
190
|
|
|
327
|
|
|
350
|
|
|
326
|
|
|
63
|
|
|||||
Total recoveries
|
|
521
|
|
|
887
|
|
|
864
|
|
|
1,136
|
|
|
389
|
|
|||||
Net charge-offs
|
|
(925
|
)
|
|
(1,963
|
)
|
|
(668
|
)
|
|
(2,986
|
)
|
|
(7,537
|
)
|
|||||
Add provision charged to operating expense
|
|
—
|
|
|
700
|
|
|
1,050
|
|
|
3,800
|
|
|
10,514
|
|
|||||
Balance at end of year
|
|
$
|
9,208
|
|
|
$
|
10,133
|
|
|
$
|
11,396
|
|
|
$
|
11,014
|
|
|
$
|
10,200
|
|
Allowance for credit losses as a percentage of outstanding loan balance
|
|
1.80
|
%
|
|
2.56
|
%
|
|
2.66
|
%
|
|
2.55
|
%
|
|
2.22
|
%
|
|||||
Net charge-offs to average loans outstanding
|
|
(0.20
|
)%
|
|
(0.48
|
)%
|
|
(0.16
|
)%
|
|
(0.66
|
)%
|
|
(1.56
|
)%
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||||||||||||
(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
|
|
$
|
1,872
|
|
|
16.4
|
%
|
|
$
|
1,955
|
|
|
18.4
|
%
|
|
$
|
1,853
|
|
|
16.8
|
%
|
|
$
|
2,149
|
|
|
17.4
|
%
|
|
$
|
2,861
|
|
|
22.2
|
%
|
Real estate construction, land development and other land loans
|
|
1,289
|
|
|
8.3
|
%
|
|
1,035
|
|
|
8.4
|
%
|
|
2,954
|
|
|
7.7
|
%
|
|
1,791
|
|
|
7.4
|
%
|
|
836
|
|
|
10.3
|
%
|
|||||
Real estate - other
|
|
3,213
|
|
|
48.3
|
%
|
|
4,196
|
|
|
44.5
|
%
|
|
3,712
|
|
|
42.8
|
%
|
|
3,579
|
|
|
42.5
|
%
|
|
3,813
|
|
|
48.2
|
%
|
|||||
Equity loans and lines of credit
|
|
874
|
|
|
9.5
|
%
|
|
1,158
|
|
|
10.9
|
%
|
|
1,419
|
|
|
12.0
|
%
|
|
1,975
|
|
|
13.6
|
%
|
|
334
|
|
|
7.8
|
%
|
|||||
Loans to finance agricultural and other loans to farmers
|
|
1,189
|
|
|
14.7
|
%
|
|
1,251
|
|
|
13.9
|
%
|
|
831
|
|
|
16.9
|
%
|
|
674
|
|
|
15.1
|
%
|
|
708
|
|
|
7.8
|
%
|
|||||
Loans to individuals for household, family and other personal expenditures and other loans
|
|
295
|
|
|
2.2
|
%
|
|
383
|
|
|
2.6
|
%
|
|
417
|
|
|
2.3
|
%
|
|
528
|
|
|
2.6
|
%
|
|
423
|
|
|
2.4
|
%
|
|||||
Other
|
|
54
|
|
|
0.6
|
%
|
|
116
|
|
|
1.3
|
%
|
|
71
|
|
|
1.5
|
%
|
|
80
|
|
|
1.4
|
%
|
|
48
|
|
|
1.3
|
%
|
|||||
Unallocated reserve
|
|
422
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
139
|
|
|
—
|
|
|
238
|
|
|
—
|
|
|
1,177
|
|
|
—
|
|
|||||
|
|
$
|
9,208
|
|
|
100.0
|
%
|
|
$
|
10,133
|
|
|
100.0
|
%
|
|
$
|
11,396
|
|
|
100.0
|
%
|
|
$
|
11,014
|
|
|
100.0
|
%
|
|
$
|
10,200
|
|
|
100.0
|
%
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
(Dollars in thousands)
|
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|||||||||
NOW accounts
|
|
$
|
163,034
|
|
|
0.15
|
%
|
|
$
|
142,231
|
|
|
0.19
|
%
|
|
$
|
124,899
|
|
|
0.26
|
%
|
Money market accounts
|
|
$
|
193,833
|
|
|
0.12
|
%
|
|
$
|
178,734
|
|
|
0.22
|
%
|
|
$
|
174,049
|
|
|
0.40
|
%
|
Time certificates of deposit
|
|
$
|
155,036
|
|
|
0.48
|
%
|
|
$
|
146,133
|
|
|
0.64
|
%
|
|
$
|
166,731
|
|
|
0.96
|
%
|
Non-interest bearing demand
|
|
$
|
283,956
|
|
|
—
|
|
|
$
|
217,529
|
|
|
—
|
|
|
$
|
182,244
|
|
|
—
|
|
Total deposits
|
|
$
|
848,493
|
|
|
0.15
|
%
|
|
$
|
719,601
|
|
|
0.23
|
%
|
|
$
|
677,789
|
|
|
0.39
|
%
|
(In thousands)
|
|
||
Three months or less
|
$
|
39,490
|
|
Over 3 months through 6 months
|
28,504
|
|
|
Over 6 through 12 months
|
25,476
|
|
|
Over 12 months
|
22,546
|
|
|
|
$
|
116,016
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Net income:
|
|
|
|
|
|
|
|
|
To average assets
|
0.84
|
%
|
|
0.88
|
%
|
|
0.81
|
%
|
To average shareholders’ equity
|
6.89
|
%
|
|
6.56
|
%
|
|
6.26
|
%
|
Dividends declared per share to net income per share
|
26.32
|
%
|
|
6.33
|
%
|
|
—
|
|
Average shareholders’ equity to average assets
|
12.13
|
%
|
|
13.43
|
%
|
|
12.92
|
%
|
|
Requirement
|
|
Actual
|
||||||||
|
Adequately Capitalized
|
|
For the Bank to be Well Capitalized
|
|
Bank
|
|
Company
|
||||
Total risk-based capital ratio
|
8.00
|
%
|
|
10.00
|
%
|
|
15.04
|
%
|
|
15.13
|
%
|
Tier 1 risk-based capital ratio
|
4.00
|
%
|
|
6.00
|
%
|
|
13.79
|
%
|
|
13.88
|
%
|
Tier 1 leverage capital ratio
|
4.00
|
%
|
|
5.00
|
%
|
|
8.09
|
%
|
|
8.14
|
%
|
•
|
introduces as a new capital measure, Common Equity Tier 1 (“CET1”), more commonly known in the United States as “Tier 1 Common,” and defines CET1 narrowly by requiring that most adjustments to regulatory capital measures be made to CET1 and not to the other components of capital, and expands the scope of the adjustments as compared to existing regulations;
|
•
|
when fully phased in, requires banks to maintain: (i) a newly adopted international standard, a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% CET1 ratio as that buffer is phased in, effectively resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7%); (ii) an additional “SIFI buffer” for those large institutions deemed to be systemically important, ranging from 1.0% to 2.5%, and up to 3.5% under certain conditions; (iii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio as that buffer is
|
•
|
an additional “countercyclical capital buffer,” generally to be imposed when national regulators determine that excess aggregate credit growth becomes associated with a buildup of systemic risk, that would be a CET1 add-on to the capital conservation buffer in the range of 0% to 2.5% when fully implemented.
|
•
|
|
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.
|
|
Quarter 1
2012 |
|
Quarter 2
2012 |
|
Quarter 3
2012 |
|
Quarter 4
2012 |
|
Quarter 1
2013 |
|
Quarter 2
2013 |
|
Quarter 3
2013 |
|
Quarter 4
2013 |
||||||||||||
High
|
$
|
7.25
|
|
|
$
|
7.75
|
|
|
$
|
8.50
|
|
|
$
|
9.25
|
|
|
9.00
|
|
|
10.14
|
|
|
10.50
|
|
|
12.82
|
|
Low
|
$
|
5.25
|
|
|
$
|
6.77
|
|
|
$
|
6.90
|
|
|
$
|
7.74
|
|
|
7.69
|
|
|
8.00
|
|
|
9.09
|
|
|
9.50
|
|
|
|
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
|
|
380,430
|
|
|
$
|
8.83
|
|
|
296,540
|
|
Equity compensation plans not approved by security holders
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Total
|
|
380,430
|
|
|
$
|
8.83
|
|
|
296,540
|
|
ITEM 6 -
|
SELECTED CONSOLIDATED FINANCIAL DATA
|
|
|
Years Ended December 31,
|
||||||||||||||||||
(In thousands, except per share amounts)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total interest income
|
|
$
|
34,836
|
|
|
$
|
31,820
|
|
|
$
|
34,299
|
|
|
$
|
36,013
|
|
|
36,013
|
|
|
Total interest expense
|
|
1,385
|
|
|
1,883
|
|
|
2,942
|
|
|
4,283
|
|
|
6,627
|
|
|||||
Net interest income before provision for credit losses
|
|
33,451
|
|
|
29,937
|
|
|
31,357
|
|
|
31,730
|
|
|
34,107
|
|
|||||
Provision for credit losses
|
|
—
|
|
|
700
|
|
|
1,050
|
|
|
3,800
|
|
|
10,514
|
|
|||||
Net interest income after provision for credit losses
|
|
33,451
|
|
|
29,237
|
|
|
30,307
|
|
|
27,930
|
|
|
23,593
|
|
|||||
Non-interest income
|
|
7,832
|
|
|
7,242
|
|
|
6,271
|
|
|
3,711
|
|
|
5,850
|
|
|||||
Non-interest expenses
|
|
31,686
|
|
|
27,274
|
|
|
28,240
|
|
|
28,731
|
|
|
27,531
|
|
|||||
Income before provision for (benefit from) income taxes
|
|
9,597
|
|
|
9,205
|
|
|
8,338
|
|
|
2,910
|
|
|
1,912
|
|
|||||
Provision for (benefit from) income taxes
|
|
1,347
|
|
|
1,685
|
|
|
1,861
|
|
|
(369
|
)
|
|
(676
|
)
|
|||||
Net income
|
|
8,250
|
|
|
7,520
|
|
|
6,477
|
|
|
3,279
|
|
|
2,588
|
|
|||||
Preferred stock dividends and accretion of discount
|
|
350
|
|
|
350
|
|
|
486
|
|
|
395
|
|
|
365
|
|
|||||
Net income available to common shareholders
|
|
$
|
7,900
|
|
|
$
|
7,170
|
|
|
$
|
5,991
|
|
|
$
|
2,884
|
|
|
$
|
2,223
|
|
Basic earnings per share
|
|
$
|
0.77
|
|
|
$
|
0.75
|
|
|
$
|
0.63
|
|
|
$
|
0.31
|
|
|
$
|
0.29
|
|
Diluted earnings per share
|
|
$
|
0.77
|
|
|
$
|
0.75
|
|
|
$
|
0.63
|
|
|
$
|
0.31
|
|
|
$
|
0.28
|
|
Cash dividends declared per common share
|
|
$
|
0.20
|
|
|
$
|
0.05
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
December 31,
|
||||||||||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Balances at end of year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment securities, Federal funds sold and deposits in other banks
|
|
$
|
529,398
|
|
|
$
|
424,516
|
|
|
$
|
353,808
|
|
|
$
|
280,967
|
|
|
$
|
232,142
|
|
Net loans
|
|
503,149
|
|
|
385,185
|
|
|
415,999
|
|
|
420,583
|
|
|
449,007
|
|
|||||
Total deposits
|
|
1,004,143
|
|
|
751,432
|
|
|
712,986
|
|
|
650,495
|
|
|
640,167
|
|
|||||
Total assets
|
|
1,145,635
|
|
|
890,228
|
|
|
849,023
|
|
|
777,594
|
|
|
765,488
|
|
|||||
Shareholders’ equity
|
|
120,043
|
|
|
117,665
|
|
|
107,482
|
|
|
97,391
|
|
|
91,223
|
|
|||||
Earning assets
|
|
1,042,552
|
|
|
801,098
|
|
|
762,654
|
|
|
695,410
|
|
|
677,955
|
|
|||||
Average balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment securities, Federal funds sold and deposits in other banks
|
|
$
|
445,859
|
|
|
$
|
368,818
|
|
|
$
|
299,935
|
|
|
$
|
231,761
|
|
|
$
|
199,425
|
|
Net loans
|
|
444,770
|
|
|
394,675
|
|
|
417,273
|
|
|
444,418
|
|
|
473,850
|
|
|||||
Total deposits
|
|
848,493
|
|
|
719,601
|
|
|
677,789
|
|
|
636,166
|
|
|
632,263
|
|
|||||
Total assets
|
|
986,924
|
|
|
853,078
|
|
|
800,178
|
|
|
758,852
|
|
|
752,509
|
|
|||||
Shareholders’ equity
|
|
119,746
|
|
|
114,561
|
|
|
103,386
|
|
|
96,174
|
|
|
83,400
|
|
|||||
Earning assets
|
|
895,330
|
|
|
766,937
|
|
|
715,862
|
|
|
672,804
|
|
|
671,906
|
|
ITEM 7 -
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
|||||||||||||||||||||||||||
(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
|
|
$
|
46,672
|
|
|
$
|
164
|
|
|
0.35
|
%
|
|
$
|
36,836
|
|
|
$
|
108
|
|
|
0.29
|
%
|
|
$
|
73,016
|
|
|
$
|
187
|
|
|
0.26
|
%
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable securities
|
|
235,487
|
|
|
2,375
|
|
|
1.01
|
%
|
|
218,325
|
|
|
3,289
|
|
|
1.51
|
%
|
|
150,559
|
|
|
4,548
|
|
|
3.02
|
%
|
||||||
Non-taxable securities (1)
|
|
163,494
|
|
|
8,755
|
|
|
5.35
|
%
|
|
113,039
|
|
|
6,830
|
|
|
6.04
|
%
|
|
75,665
|
|
|
5,248
|
|
|
6.94
|
%
|
||||||
Total investment securities
|
|
398,981
|
|
|
11,130
|
|
|
2.79
|
%
|
|
331,364
|
|
|
10,119
|
|
|
3.05
|
%
|
|
226,224
|
|
|
9,796
|
|
|
4.33
|
%
|
||||||
Federal funds sold
|
|
206
|
|
|
1
|
|
|
0.25
|
%
|
|
618
|
|
|
2
|
|
|
0.30
|
%
|
|
695
|
|
|
2
|
|
|
0.29
|
%
|
||||||
Total securities and interest-earning deposits
|
|
445,859
|
|
|
11,295
|
|
|
2.53
|
%
|
|
368,818
|
|
|
10,229
|
|
|
2.77
|
%
|
|
299,935
|
|
|
9,985
|
|
|
3.33
|
%
|
||||||
Loans (2) (3)
|
|
445,300
|
|
|
26,519
|
|
|
5.96
|
%
|
|
394,575
|
|
|
23,913
|
|
|
6.06
|
%
|
|
412,969
|
|
|
26,098
|
|
|
6.32
|
%
|
||||||
Federal Home Loan Bank stock
|
|
4,171
|
|
|
177
|
|
|
4.24
|
%
|
|
3,544
|
|
|
36
|
|
|
1.02
|
%
|
|
2,958
|
|
|
9
|
|
|
0.30
|
%
|
||||||
Total interest-earning assets
|
|
895,330
|
|
|
$
|
37,991
|
|
|
4.24
|
%
|
|
766,937
|
|
|
$
|
34,178
|
|
|
4.46
|
%
|
|
715,862
|
|
|
$
|
36,092
|
|
|
5.04
|
%
|
|||
Allowance for credit losses
|
|
(9,713
|
)
|
|
|
|
|
|
|
|
(10,365
|
)
|
|
|
|
|
|
|
|
(11,018
|
)
|
|
|
|
|
||||||||
Nonaccrual loans
|
|
9,183
|
|
|
|
|
|
|
|
|
10,465
|
|
|
|
|
|
|
|
|
15,322
|
|
|
|
|
|
||||||||
Other real estate owned
|
|
50
|
|
|
|
|
|
|
|
|
919
|
|
|
|
|
|
|
|
|
217
|
|
|
|
|
|
||||||||
Cash and due from banks
|
|
21,296
|
|
|
|
|
|
|
|
|
19,525
|
|
|
|
|
|
|
|
|
17,977
|
|
|
|
|
|
||||||||
Bank premises and equipment
|
|
7,816
|
|
|
|
|
|
|
|
|
6,217
|
|
|
|
|
|
|
|
|
5,788
|
|
|
|
|
|
||||||||
Other non-earning assets
|
|
62,962
|
|
|
|
|
|
|
|
|
59,380
|
|
|
|
|
|
|
|
|
56,030
|
|
|
|
|
|
||||||||
Total average assets
|
|
$
|
986,924
|
|
|
|
|
|
|
|
|
$
|
853,078
|
|
|
|
|
|
|
|
|
$
|
800,178
|
|
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Savings and NOW accounts
|
|
$
|
215,668
|
|
|
$
|
291
|
|
|
0.13
|
%
|
|
$
|
177,205
|
|
|
$
|
302
|
|
|
0.17
|
%
|
|
$
|
154,765
|
|
|
$
|
368
|
|
|
0.24
|
%
|
Money market accounts
|
|
193,833
|
|
|
229
|
|
|
0.12
|
%
|
|
178,734
|
|
|
392
|
|
|
0.22
|
%
|
|
174,049
|
|
|
692
|
|
|
0.40
|
%
|
||||||
Time certificates of deposit, under $100,000
|
|
48,729
|
|
|
219
|
|
|
0.45
|
%
|
|
59,838
|
|
|
466
|
|
|
0.78
|
%
|
|
70,111
|
|
|
688
|
|
|
0.98
|
%
|
||||||
Time certificates of deposit, $100,000 and over
|
|
106,307
|
|
|
531
|
|
|
0.50
|
%
|
|
86,295
|
|
|
470
|
|
|
0.54
|
%
|
|
96,620
|
|
|
914
|
|
|
0.95
|
%
|
||||||
Total interest-bearing deposits
|
|
564,537
|
|
|
1,270
|
|
|
0.22
|
%
|
|
502,072
|
|
|
1,630
|
|
|
0.32
|
%
|
|
495,545
|
|
|
2,662
|
|
|
0.54
|
%
|
||||||
Other borrowed funds
|
|
5,645
|
|
|
116
|
|
|
2.05
|
%
|
|
9,156
|
|
|
253
|
|
|
2.76
|
%
|
|
10,265
|
|
|
280
|
|
|
2.73
|
%
|
||||||
Total interest-bearing liabilities
|
|
570,182
|
|
|
$
|
1,386
|
|
|
0.24
|
%
|
|
511,228
|
|
|
$
|
1,883
|
|
|
0.37
|
%
|
|
505,810
|
|
|
$
|
2,942
|
|
|
0.58
|
%
|
|||
Non-interest bearing demand deposits
|
|
283,956
|
|
|
|
|
|
|
|
|
217,529
|
|
|
|
|
|
|
|
|
182,244
|
|
|
|
|
|
||||||||
Other liabilities
|
|
13,040
|
|
|
|
|
|
|
|
|
9,760
|
|
|
|
|
|
|
|
|
8,738
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
|
119,746
|
|
|
|
|
|
|
|
|
114,561
|
|
|
|
|
|
|
|
|
103,386
|
|
|
|
|
|
||||||||
Total average liabilities and shareholders’ equity
|
|
$
|
986,924
|
|
|
|
|
|
|
|
|
$
|
853,078
|
|
|
|
|
|
|
|
|
$
|
800,178
|
|
|
|
|
|
|||||
Interest income and rate earned on average earning assets
|
|
|
|
|
$
|
37,991
|
|
|
4.24
|
%
|
|
|
|
|
$
|
34,178
|
|
|
4.46
|
%
|
|
|
|
$
|
36,092
|
|
|
5.04
|
%
|
||||
Interest expense and interest cost related to average interest-bearing liabilities
|
|
|
|
|
1,386
|
|
|
0.24
|
%
|
|
|
|
|
1,883
|
|
|
0.37
|
%
|
|
|
|
2,942
|
|
|
0.58
|
%
|
|||||||
Net interest income and net interest margin (4)
|
|
|
|
|
$
|
36,605
|
|
|
4.09
|
%
|
|
|
|
|
$
|
32,295
|
|
|
4.21
|
%
|
|
|
|
$
|
33,150
|
|
|
4.63
|
%
|
|
|
(1)
|
Calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling
$2,977
,
$2,322
, and
$1,784
in
2013
,
2012
, and
2011
, respectively.
|
(2)
|
Loan interest income includes loan fees of
$320
in
2013
,
$646
in
2012
, and
$399
in
2011
.
|
(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, 2013
|
|
% of
Total
Loans
|
|
December 31, 2012
|
|
% of
Total
Loans
|
||||||
Commercial:
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
|
$
|
1,928
|
|
|
17.0
|
%
|
|
$
|
2,071
|
|
|
19.7
|
%
|
Agricultural land and production
|
|
516
|
|
|
6.1
|
%
|
|
605
|
|
|
6.7
|
%
|
||
Real estate:
|
|
|
|
|
|
|
|
|
||||||
Owner occupied
|
|
1,697
|
|
|
30.6
|
%
|
|
2,153
|
|
|
28.9
|
%
|
||
Real estate construction and other land loans
|
|
1,289
|
|
|
8.3
|
%
|
|
1,035
|
|
|
8.4
|
%
|
||
Commercial real estate
|
|
1,406
|
|
|
16.8
|
%
|
|
1,886
|
|
|
13.6
|
%
|
||
Agricultural real estate
|
|
672
|
|
|
8.6
|
%
|
|
646
|
|
|
7.2
|
%
|
||
Other real estate
|
|
110
|
|
|
0.9
|
%
|
|
157
|
|
|
2.0
|
%
|
||
Total real estate
|
|
5,174
|
|
|
65.2
|
%
|
|
5,877
|
|
|
60.1
|
%
|
||
Consumer:
|
|
|
|
|
|
|
|
|
||||||
Equity loans and lines of credit
|
|
874
|
|
|
9.5
|
%
|
|
1,158
|
|
|
10.9
|
%
|
||
Consumer and installment
|
|
294
|
|
|
2.2
|
%
|
|
383
|
|
|
2.6
|
%
|
||
Unallocated reserves
|
|
422
|
|
|
|
|
|
39
|
|
|
|
|
||
Total allowance for credit losses
|
|
$
|
9,208
|
|
|
|
|
|
$
|
10,133
|
|
|
|
|
For the years ended December 31,
(Dollars in thousands)
|
|
Other
Expense
2013
|
|
%
Average
Assets
|
|
Other
Expense
2012
|
|
%
Average
Assets
|
|
Other
Expense
2011
|
|
%
Average
Assets
|
|||||||||
Internet banking expense
|
|
397
|
|
|
0.04
|
%
|
|
270
|
|
|
0.03
|
%
|
|
247
|
|
|
0.03
|
%
|
|||
Stationery/supplies
|
|
257
|
|
|
0.03
|
%
|
|
221
|
|
|
0.03
|
%
|
|
245
|
|
|
0.03
|
%
|
|||
Amortization of software
|
|
243
|
|
|
0.02
|
%
|
|
196
|
|
|
0.02
|
%
|
|
232
|
|
|
0.03
|
%
|
|||
Director fees and related expenses
|
|
233
|
|
|
0.02
|
%
|
|
215
|
|
|
0.03
|
%
|
|
219
|
|
|
0.03
|
%
|
|||
Telephone
|
|
219
|
|
|
0.02
|
%
|
|
169
|
|
|
0.02
|
%
|
|
236
|
|
|
0.03
|
%
|
|||
Postage
|
|
202
|
|
|
0.02
|
%
|
|
183
|
|
|
0.02
|
%
|
|
198
|
|
|
0.02
|
%
|
|||
Donations
|
|
160
|
|
|
0.02
|
%
|
|
148
|
|
|
0.02
|
%
|
|
154
|
|
|
0.02
|
%
|
|||
Education/training
|
|
135
|
|
|
0.01
|
%
|
|
155
|
|
|
0.02
|
%
|
|
160
|
|
|
0.02
|
%
|
|||
General insurance
|
|
126
|
|
|
0.01
|
%
|
|
120
|
|
|
0.01
|
%
|
|
125
|
|
|
0.01
|
%
|
|||
Appraisal fees
|
|
89
|
|
|
0.01
|
%
|
|
77
|
|
|
0.01
|
%
|
|
112
|
|
|
0.01
|
%
|
|||
Operating losses
|
|
67
|
|
|
0.01
|
%
|
|
85
|
|
|
0.01
|
%
|
|
125
|
|
|
0.01
|
%
|
|||
Other
|
|
2,136
|
|
|
0.22
|
%
|
|
1,849
|
|
|
0.22
|
%
|
|
1,599
|
|
|
0.19
|
%
|
|||
Total other non-interest expense
|
|
$
|
4,264
|
|
|
0.43
|
%
|
|
$
|
3,688
|
|
|
0.43
|
%
|
|
$
|
3,652
|
|
|
0.43
|
%
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||||||||||||
Loan Type (Dollars in thousands)
|
|
Amount
|
|
% of Total Loans
|
|
Amount
|
|
% of Total Loans
|
|
Amount
|
|
% of Total Loans
|
|
Amount
|
|
% of Total Loans
|
|
Amount
|
|
% of Total Loans
|
|||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Commercial and industrial
|
|
$
|
87,082
|
|
|
17.0
|
%
|
|
$
|
77,956
|
|
|
19.7
|
%
|
|
$
|
78,089
|
|
|
18.3
|
%
|
|
$
|
81,318
|
|
|
18.8
|
%
|
|
$
|
93,282
|
|
|
20.3
|
%
|
Agricultural land and production
|
|
31,649
|
|
|
6.1
|
%
|
|
26,599
|
|
|
6.7
|
%
|
|
29,958
|
|
|
7.0
|
%
|
|
20,604
|
|
|
4.8
|
%
|
|
13,903
|
|
|
3.0
|
%
|
|||||
Total commercial
|
|
118,731
|
|
|
23.1
|
%
|
|
104,555
|
|
|
26.4
|
%
|
|
108,047
|
|
|
25.3
|
%
|
|
101,922
|
|
|
23.6
|
%
|
|
107,185
|
|
|
23.3
|
%
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Owner occupied
|
|
156,781
|
|
|
30.6
|
%
|
|
114,444
|
|
|
28.9
|
%
|
|
113,183
|
|
|
26.4
|
%
|
|
111,888
|
|
|
25.9
|
%
|
|
106,606
|
|
|
23.2
|
%
|
|||||
Real estate-construction and other land loans
|
|
42,329
|
|
|
8.3
|
%
|
|
33,199
|
|
|
8.4
|
%
|
|
33,047
|
|
|
7.7
|
%
|
|
32,038
|
|
|
7.4
|
%
|
|
51,633
|
|
|
11.2
|
%
|
|||||
Commercial real estate
|
|
86,117
|
|
|
16.8
|
%
|
|
53,797
|
|
|
13.6
|
%
|
|
62,523
|
|
|
14.6
|
%
|
|
63,627
|
|
|
14.7
|
%
|
|
71,420
|
|
|
15.6
|
%
|
|||||
Agricultural real estate
|
|
44,164
|
|
|
8.6
|
%
|
|
28,400
|
|
|
7.2
|
%
|
|
42,596
|
|
|
9.9
|
%
|
|
44,397
|
|
|
10.3
|
%
|
|
38,759
|
|
|
8.4
|
%
|
|||||
Other real estate
|
|
4,548
|
|
|
0.9
|
%
|
|
8,098
|
|
|
2.0
|
%
|
|
7,892
|
|
|
1.8
|
%
|
|
8,103
|
|
|
1.9
|
%
|
|
4,610
|
|
|
1.0
|
%
|
|||||
Total real estate
|
|
333,939
|
|
|
65.2
|
%
|
|
237,938
|
|
|
60.1
|
%
|
|
259,241
|
|
|
60.4
|
%
|
|
260,053
|
|
|
60.2
|
%
|
|
273,028
|
|
|
59.4
|
%
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity loans and lines of credit
|
|
48,594
|
|
|
9.5
|
%
|
|
42,932
|
|
|
10.9
|
%
|
|
51,106
|
|
|
12.0
|
%
|
|
58,860
|
|
|
13.6
|
%
|
|
65,353
|
|
|
14.2
|
%
|
|||||
Consumer and installment
|
|
11,252
|
|
|
2.2
|
%
|
|
10,346
|
|
|
2.6
|
%
|
|
9,765
|
|
|
2.3
|
%
|
|
11,261
|
|
|
2.6
|
%
|
|
14,033
|
|
|
3.1
|
%
|
|||||
Total consumer
|
|
59,846
|
|
|
11.7
|
%
|
|
53,278
|
|
|
13.5
|
%
|
|
60,871
|
|
|
14.3
|
%
|
|
70,121
|
|
|
16.2
|
%
|
|
79,386
|
|
|
17.3
|
%
|
|||||
Deferred loan fees, net
|
|
(159
|
)
|
|
|
|
|
(453
|
)
|
|
|
|
|
(764
|
)
|
|
|
|
(499
|
)
|
|
|
|
(392
|
)
|
|
|
||||||||
Total gross loans
|
|
512,357
|
|
|
100.0
|
%
|
|
395,318
|
|
|
100.0
|
%
|
|
427,395
|
|
|
100.0
|
%
|
|
431,597
|
|
|
100.0
|
%
|
|
459,207
|
|
|
100.0
|
%
|
|||||
Allowance for credit losses
|
|
(9,208
|
)
|
|
|
|
|
(10,133
|
)
|
|
|
|
|
(11,396
|
)
|
|
|
|
(11,014
|
)
|
|
|
|
(10,200
|
)
|
|
|
||||||||
Total loans
|
|
$
|
503,149
|
|
|
|
|
|
$
|
385,185
|
|
|
|
|
|
$
|
415,999
|
|
|
|
|
$
|
420,583
|
|
|
|
|
$
|
449,007
|
|
|
|
(Dollars in thousands)
|
December 31,
2013 |
|
December 31,
2012 |
|
December 31, 2011
|
|
December 31,
2010 |
|
December 31,
2009 |
||||||||||
Nonaccrual Loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
$
|
335
|
|
|
$
|
—
|
|
|
$
|
267
|
|
|
$
|
377
|
|
|
$
|
2,868
|
|
Owner occupied
|
1,777
|
|
|
213
|
|
|
353
|
|
|
1,407
|
|
|
2,218
|
|
|||||
Real estate construction and other land loans
|
—
|
|
|
—
|
|
|
—
|
|
|
5,634
|
|
|
7,691
|
|
|||||
Commercial real estate
|
158
|
|
|
—
|
|
|
2,434
|
|
|
—
|
|
|
965
|
|
|||||
Equity loans and line of credit
|
721
|
|
|
237
|
|
|
705
|
|
|
488
|
|
|
301
|
|
|||||
Consumer and installment
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
348
|
|
|||||
Restructured loans (non-accruing)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
1,192
|
|
|
—
|
|
|
—
|
|
|
1,978
|
|
|
28
|
|
|||||
Owner occupied
|
384
|
|
|
1,362
|
|
|
1,019
|
|
|
2,370
|
|
|
2,282
|
|
|||||
Real estate construction and other land loans
|
1,450
|
|
|
6,288
|
|
|
6,823
|
|
|
2,193
|
|
|
2,214
|
|
|||||
Commercial real estate
|
—
|
|
|
—
|
|
|
1,110
|
|
|
1,828
|
|
|
—
|
|
|||||
Other real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
2,286
|
|
|
—
|
|
|||||
Equity loans and line of credit
|
1,565
|
|
|
1,595
|
|
|
1,649
|
|
|
—
|
|
|
44
|
|
|||||
Consumer and Installment
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total nonaccrual
|
7,586
|
|
|
9,695
|
|
|
14,434
|
|
|
18,561
|
|
|
18,959
|
|
|||||
Accruing loans past due 90 days or more
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Total nonperforming loans
|
$
|
7,586
|
|
|
$
|
9,695
|
|
|
$
|
14,434
|
|
|
$
|
18,561
|
|
|
$
|
18,959
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonperforming loans to total loans
|
1.48
|
%
|
|
2.45
|
%
|
|
3.38
|
%
|
|
4.30
|
%
|
|
4.13
|
%
|
|||||
Ratio of nonperforming loans to allowance for credit losses
|
82.38
|
%
|
|
95.68
|
%
|
|
126.66
|
%
|
|
168.52
|
%
|
|
185.87
|
%
|
|||||
Loans considered to be impaired
|
$
|
13,357
|
|
|
$
|
17,105
|
|
|
$
|
23,644
|
|
|
$
|
18,561
|
|
|
$
|
18,959
|
|
Related allowance for credit losses on impaired loans
|
$
|
1,007
|
|
|
$
|
510
|
|
|
$
|
4,368
|
|
|
$
|
2,124
|
|
|
$
|
752
|
|
(Dollars in thousands)
|
|
Balances December 31, 2012
|
|
Additions to Nonaccrual Loans
|
|
Net Pay Downs
|
|
Transfer to Foreclosed Collateral - OREO
|
|
Returns to Accrual Status
|
|
Charge Offs
|
|
Balances December 31, 2013
|
||||||||||||||
Non-accrual loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
389
|
|
|
$
|
(54
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
335
|
|
Real estate
|
|
213
|
|
|
1,847
|
|
|
(125
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,935
|
|
|||||||
Equity loans and lines of credit
|
|
237
|
|
|
1,013
|
|
|
(66
|
)
|
|
(190
|
)
|
|
—
|
|
|
(273
|
)
|
|
721
|
|
|||||||
Consumer
|
|
—
|
|
|
9
|
|
|
(2
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|||||||
Restructured loans (non-accruing):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
—
|
|
|
2,100
|
|
|
(211
|
)
|
|
—
|
|
|
—
|
|
|
(697
|
)
|
|
1,192
|
|
|||||||
Real estate
|
|
1,362
|
|
|
7
|
|
|
(65
|
)
|
|
—
|
|
|
(920
|
)
|
|
—
|
|
|
384
|
|
|||||||
Real estate construction and land development
|
|
6,288
|
|
|
285
|
|
|
(5,123
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,450
|
|
|||||||
Equity loans and lines of credit
|
|
1,595
|
|
|
111
|
|
|
(141
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,565
|
|
|||||||
Consumer
|
|
—
|
|
|
5
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||||
Total non-accrual
|
|
$
|
9,695
|
|
|
$
|
5,766
|
|
|
$
|
(5,788
|
)
|
|
$
|
(190
|
)
|
|
$
|
(927
|
)
|
|
$
|
(970
|
)
|
|
$
|
7,586
|
|
|
|
Years Ended December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Balance, Beginning of year
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions
|
|
453
|
|
|
2,337
|
|
||
Dispositions
|
|
(263
|
)
|
|
(2,349
|
)
|
||
Write-downs
|
|
—
|
|
|
—
|
|
||
Net gain on disposition
|
|
—
|
|
|
12
|
|
||
Balance, End of year
|
|
$
|
190
|
|
|
$
|
—
|
|
|
|
Years Ended December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Balance, beginning of year
|
|
$
|
10,133
|
|
|
$
|
11,396
|
|
Provision charged to operations
|
|
—
|
|
|
700
|
|
||
Losses charged to allowance
|
|
(1,446
|
)
|
|
(2,850
|
)
|
||
Recoveries
|
|
521
|
|
|
887
|
|
||
Balance, end of year
|
|
$
|
9,208
|
|
|
$
|
10,133
|
|
Allowance for credit losses to total loans
|
|
1.80
|
%
|
|
2.56
|
%
|
(Dollars in thousands)
|
|
December 31,
2013 |
|
% of Total
Deposits
|
|
Effective
Rate
|
|
December 31,
2012 |
|
% of Total
Deposits
|
|
Effective
Rate
|
||||||||
NOW accounts
|
|
$
|
182,364
|
|
|
18.2
|
%
|
|
0.15
|
%
|
|
$
|
161,328
|
|
|
21.4
|
%
|
|
0.19
|
%
|
MMA accounts
|
|
234,515
|
|
|
23.3
|
%
|
|
0.12
|
%
|
|
173,486
|
|
|
23.1
|
%
|
|
0.22
|
%
|
||
Time deposits
|
|
168,954
|
|
|
16.8
|
%
|
|
0.48
|
%
|
|
136,876
|
|
|
18.2
|
%
|
|
0.64
|
%
|
||
Savings deposits
|
|
61,918
|
|
|
6.2
|
%
|
|
0.08
|
%
|
|
39,573
|
|
|
5.3
|
%
|
|
0.09
|
%
|
||
Total interest-bearing
|
|
647,751
|
|
|
64.5
|
%
|
|
0.22
|
%
|
|
511,263
|
|
|
68.0
|
%
|
|
0.32
|
%
|
||
Non-interest bearing
|
|
356,392
|
|
|
35.5
|
%
|
|
|
|
|
240,169
|
|
|
32.0
|
%
|
|
|
|
||
Total deposits
|
|
$
|
1,004,143
|
|
|
100.0
|
%
|
|
|
|
|
$
|
751,432
|
|
|
100.0
|
%
|
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||
Tier 1 Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
88,320
|
|
|
8.14
|
%
|
|
$
|
90,866
|
|
|
10.56
|
%
|
Minimum regulatory requirement
|
|
$
|
43,394
|
|
|
4.00
|
%
|
|
$
|
34,418
|
|
|
4.00
|
%
|
Central Valley Community Bank
|
|
$
|
87,674
|
|
|
8.09
|
%
|
|
$
|
87,911
|
|
|
10.22
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
54,218
|
|
|
5.00
|
%
|
|
$
|
42,994
|
|
|
5.00
|
%
|
Minimum regulatory requirement
|
|
$
|
43,375
|
|
|
4.00
|
%
|
|
$
|
34,395
|
|
|
4.00
|
%
|
Tier 1 Risk-Based Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
88,320
|
|
|
13.88
|
%
|
|
$
|
90,866
|
|
|
18.24
|
%
|
Minimum regulatory requirement
|
|
$
|
25,454
|
|
|
4.00
|
%
|
|
$
|
19,926
|
|
|
4.00
|
%
|
Central Valley Community Bank
|
|
$
|
87,674
|
|
|
13.79
|
%
|
|
$
|
87,911
|
|
|
17.67
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
38,151
|
|
|
6.00
|
%
|
|
$
|
29,848
|
|
|
6.00
|
%
|
Minimum regulatory requirement
|
|
$
|
25,434
|
|
|
4.00
|
%
|
|
$
|
19,899
|
|
|
4.00
|
%
|
Total Risk-Based Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
96,292
|
|
|
15.13
|
%
|
|
$
|
97,299
|
|
|
19.53
|
%
|
Minimum regulatory requirement
|
|
$
|
50,908
|
|
|
8.00
|
%
|
|
$
|
39,853
|
|
|
8.00
|
%
|
Central Valley Community Bank
|
|
$
|
95,639
|
|
|
15.04
|
%
|
|
$
|
94,336
|
|
|
18.96
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
63,585
|
|
|
10.00
|
%
|
|
$
|
49,747
|
|
|
10.00
|
%
|
Minimum regulatory requirement
|
|
$
|
50,868
|
|
|
8.00
|
%
|
|
$
|
39,798
|
|
|
8.00
|
%
|
Credit Lines (In thousands)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Unsecured Credit Lines (interest rate varies with market):
|
|
|
|
|
|
|
||
Credit limit
|
|
$
|
40,000
|
|
|
$
|
40,000
|
|
Balance outstanding
|
|
$
|
—
|
|
|
$
|
—
|
|
Federal Home Loan Bank (interest rate at prevailing interest rate):
|
|
|
|
|
|
|
||
Credit limit
|
|
$
|
272,797
|
|
|
$
|
133,034
|
|
Balance outstanding
|
|
$
|
—
|
|
|
$
|
4,000
|
|
Collateral pledged
|
|
$
|
119,539
|
|
|
$
|
94,368
|
|
Fair value of collateral
|
|
$
|
119,902
|
|
|
$
|
94,809
|
|
Federal Reserve Bank (interest rate at prevailing discount interest rate):
|
|
|
|
|
|
|
||
Credit limit
|
|
$
|
51
|
|
|
$
|
127
|
|
Balance outstanding
|
|
$
|
—
|
|
|
$
|
—
|
|
Collateral pledged
|
|
$
|
48
|
|
|
$
|
115
|
|
Fair value of collateral
|
|
$
|
52
|
|
|
$
|
129
|
|
Hypothetical Change in Rates
|
|
Projected Net Interest Income
|
|
$ Change from Rates at December 31, 2013
|
|
% Change from Rates at December 31, 2013
|
|||||
(Dollars in thousands)
|
|
|
|
|
|
|
|||||
Up 300 bps
|
|
$
|
38,766
|
|
|
$
|
4,032
|
|
|
11.61
|
%
|
Up 200 bps
|
|
37,332
|
|
|
2,598
|
|
|
7.48
|
%
|
||
Up 100 bps
|
|
35,863
|
|
|
1,129
|
|
|
3.25
|
%
|
||
Unchanged
|
|
34,734
|
|
|
—
|
|
|
—
|
|
||
Down 25 bps
|
|
34,121
|
|
|
(613
|
)
|
|
(1.76
|
)%
|
ITEM 8 -
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
/s/ Crowe Horwath LLP
|
|
|
|
|
Sacramento, California
|
|
March 19, 2014
|
|
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
|
|
||
Cash and due from banks
|
$
|
25,878
|
|
|
$
|
22,405
|
|
Interest-earning deposits in other banks
|
85,956
|
|
|
30,123
|
|
||
Federal funds sold
|
218
|
|
|
428
|
|
||
Total cash and cash equivalents
|
112,052
|
|
|
52,956
|
|
||
Available-for-sale investment securities (Amortized cost of $447,108 at December 31, 2013 and $381,074 at December 31, 2012)
|
443,224
|
|
|
393,965
|
|
||
Loans, less allowance for credit losses of $9,208 at December 31, 2013 and $10,133 at December 31, 2012
|
503,149
|
|
|
385,185
|
|
||
Bank premises and equipment, net
|
10,541
|
|
|
6,252
|
|
||
Other real estate owned
|
190
|
|
|
—
|
|
||
Bank owned life insurance
|
19,443
|
|
|
12,163
|
|
||
Federal Home Loan Bank stock
|
4,499
|
|
|
3,850
|
|
||
Goodwill
|
29,917
|
|
|
23,577
|
|
||
Core deposit intangibles
|
1,680
|
|
|
583
|
|
||
Accrued interest receivable and other assets
|
20,940
|
|
|
11,697
|
|
||
Total assets
|
$
|
1,145,635
|
|
|
$
|
890,228
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Deposits:
|
|
|
|
|
|
||
Non-interest bearing
|
$
|
356,392
|
|
|
$
|
240,169
|
|
Interest bearing
|
647,751
|
|
|
511,263
|
|
||
Total deposits
|
1,004,143
|
|
|
751,432
|
|
||
Short-term borrowings
|
—
|
|
|
4,000
|
|
||
Junior subordinated deferrable interest debentures
|
5,155
|
|
|
5,155
|
|
||
Accrued interest payable and other liabilities
|
16,294
|
|
|
11,976
|
|
||
Total liabilities
|
1,025,592
|
|
|
772,563
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Shareholders’ equity
:
|
|
|
|
|
|
||
Preferred stock, no par value, $1,000 per share liquidation preference; 10,000,000 shares authorized, Series C, issued and outstanding: none at December 31, 2013 and 7,000 shares at December 31, 2012
|
—
|
|
|
7,000
|
|
||
Common stock, no par value; 80,000,000 shares authorized; issued and outstanding: 10,914,680 at December 31, 2013 and 9,558,746 at December 31, 2012
|
53,981
|
|
|
40,583
|
|
||
Retained earnings
|
68,348
|
|
|
62,496
|
|
||
Accumulated other comprehensive (loss) income, net of tax
|
(2,286
|
)
|
|
7,586
|
|
||
Total shareholders’ equity
|
120,043
|
|
|
117,665
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,145,635
|
|
|
$
|
890,228
|
|
(In thousands, except per share amounts)
|
2013
|
|
2012
|
|
2011
|
||||||
Interest income:
|
|
|
|
|
|
|
|
|
|||
Interest and fees on loans
|
$
|
26,519
|
|
|
$
|
23,913
|
|
|
$
|
26,098
|
|
Interest on deposits in other banks
|
164
|
|
|
108
|
|
|
187
|
|
|||
Interest on Federal funds sold
|
—
|
|
|
2
|
|
|
2
|
|
|||
Interest and dividends on investment securities:
|
|
|
|
|
|
||||||
Taxable
|
2,375
|
|
|
3,289
|
|
|
4,548
|
|
|||
Exempt from Federal income taxes
|
5,778
|
|
|
4,508
|
|
|
3,464
|
|
|||
Total interest income
|
34,836
|
|
|
31,820
|
|
|
34,299
|
|
|||
Interest expense:
|
|
|
|
|
|
|
|
|
|||
Interest on deposits
|
1,270
|
|
|
1,630
|
|
|
2,662
|
|
|||
Interest on junior subordinated deferrable interest debentures
|
98
|
|
|
107
|
|
|
100
|
|
|||
Other
|
17
|
|
|
146
|
|
|
180
|
|
|||
Total interest expense
|
1,385
|
|
|
1,883
|
|
|
2,942
|
|
|||
Net interest income before provision for credit losses
|
33,451
|
|
|
29,937
|
|
|
31,357
|
|
|||
Provision for credit losses
|
—
|
|
|
700
|
|
|
1,050
|
|
|||
Net interest income after provision for credit losses
|
33,451
|
|
|
29,237
|
|
|
30,307
|
|
|||
Non-interest income:
|
|
|
|
|
|
|
|
|
|||
Service charges
|
3,156
|
|
|
2,774
|
|
|
2,903
|
|
|||
Appreciation in cash surrender value of bank owned life insurance
|
495
|
|
|
391
|
|
|
382
|
|
|||
Interchange fees
|
962
|
|
|
767
|
|
|
758
|
|
|||
Loan placement fees
|
677
|
|
|
631
|
|
|
274
|
|
|||
Gain on disposal of other real estate owned
|
—
|
|
|
12
|
|
|
615
|
|
|||
Net realized gains on sales and calls of investment securities
|
1,265
|
|
|
1,639
|
|
|
298
|
|
|||
Other-than-temporary impairment loss:
|
|
|
|
|
|
||||||
Total impairment loss
|
—
|
|
|
—
|
|
|
(31
|
)
|
|||
Loss recognized in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net impairment loss recognized in earnings
|
—
|
|
|
—
|
|
|
(31
|
)
|
|||
Federal Home Loan Bank dividends
|
177
|
|
|
36
|
|
|
9
|
|
|||
Other income
|
1,100
|
|
|
992
|
|
|
1,063
|
|
|||
Total non-interest income
|
7,832
|
|
|
7,242
|
|
|
6,271
|
|
|||
Non-interest expenses:
|
|
|
|
|
|
|
|
|
|||
Salaries and employee benefits
|
17,427
|
|
|
15,597
|
|
|
15,762
|
|
|||
Occupancy and equipment
|
4,109
|
|
|
3,578
|
|
|
3,795
|
|
|||
Regulatory assessments
|
696
|
|
|
652
|
|
|
845
|
|
|||
Data processing expense
|
1,383
|
|
|
1,125
|
|
|
1,178
|
|
|||
ATM/Debit card expenses
|
527
|
|
|
369
|
|
|
369
|
|
|||
License & maintenance contracts
|
472
|
|
|
362
|
|
|
324
|
|
|||
Consulting fees
|
461
|
|
|
162
|
|
|
340
|
|
|||
Advertising
|
476
|
|
|
558
|
|
|
735
|
|
|||
Audit and accounting fees
|
511
|
|
|
514
|
|
|
491
|
|
|||
Legal fees
|
116
|
|
|
185
|
|
|
335
|
|
|||
Acquisition and integration
|
976
|
|
|
284
|
|
|
—
|
|
|||
Amortization of core deposit intangibles
|
268
|
|
|
200
|
|
|
414
|
|
|||
Other expense
|
4,264
|
|
|
3,688
|
|
|
3,652
|
|
|||
Total non-interest expenses
|
31,686
|
|
|
27,274
|
|
|
28,240
|
|
|||
Income before provision for income taxes
|
9,597
|
|
|
9,205
|
|
|
8,338
|
|
|||
Provision for income taxes
|
1,347
|
|
|
1,685
|
|
|
1,861
|
|
|||
Net income
|
$
|
8,250
|
|
|
$
|
7,520
|
|
|
$
|
6,477
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
8,250
|
|
|
$
|
7,520
|
|
|
$
|
6,477
|
|
Preferred stock dividends and accretion
|
350
|
|
|
350
|
|
|
486
|
|
|||
Net income available to common shareholders
|
$
|
7,900
|
|
|
$
|
7,170
|
|
|
$
|
5,991
|
|
Basic earnings per common share
|
$
|
0.77
|
|
|
$
|
0.75
|
|
|
$
|
0.63
|
|
Diluted earnings per common share
|
$
|
0.77
|
|
|
$
|
0.75
|
|
|
$
|
0.63
|
|
Cash dividends per common share
|
$
|
0.20
|
|
|
$
|
0.05
|
|
|
$
|
—
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
|
$
|
8,250
|
|
|
$
|
7,520
|
|
|
6,477
|
|
|
Other Comprehensive (Loss) Income:
|
|
|
|
|
|
|
||||||
Unrealized (losses) gains on securities:
|
|
|
|
|
|
|
||||||
Unrealized holding (losses) gains
|
|
(15,510
|
)
|
|
7,522
|
|
|
5,632
|
|
|||
Less: reclassification for net gains included in net income
|
|
1,265
|
|
|
1,639
|
|
|
267
|
|
|||
Other comprehensive (loss) income, before tax
|
|
(16,775
|
)
|
|
5,883
|
|
|
5,365
|
|
|||
Tax benefit (expense) related to items of other comprehensive income
|
|
6,903
|
|
|
(2,421
|
)
|
|
(2,208
|
)
|
|||
Total other comprehensive (loss) income
|
|
(9,872
|
)
|
|
3,462
|
|
|
3,157
|
|
|||
Comprehensive (loss) income
|
|
$
|
(1,622
|
)
|
|
$
|
10,982
|
|
|
$
|
9,634
|
|
|
Preferred Stock
|
|
Common Stock
|
|
|
|
Accumulated
Other
Compre-hensive Income (Loss)
(Net of Taxes)
|
|
Total Share-holders’ Equity
|
||||||||||||||||||||||||
|
Series A
|
|
|
Series C
|
|
|
|
|
|
Retained Earnings
|
|
|
|||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||||
Balance, January 1, 2011
|
7,000
|
|
|
$
|
6,864
|
|
|
|
—
|
|
|
$
|
—
|
|
|
9,368,016
|
|
|
$
|
39,745
|
|
|
$
|
49,815
|
|
|
$
|
967
|
|
|
$
|
97,391
|
|
Net income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,477
|
|
|
—
|
|
|
6,477
|
|
||||||
Net change in unrealized gain on available-for-sale investment securities
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,157
|
|
|
3,157
|
|
||||||
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-based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
—
|
|
|
—
|
|
|
196
|
|
||||||
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
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,520
|
|
|
—
|
|
|
7,520
|
|
||||||
Net change in unrealized gain on available-for-sale investment securities
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,462
|
|
|
3,462
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
—
|
|
|
108
|
|
||||||
Cash dividend payment ($0.05 per common share)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(480
|
)
|
|
—
|
|
|
(480
|
)
|
||||||
Repurchase and retirement of common stock
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(58,100
|
)
|
|
(488
|
)
|
|
—
|
|
|
—
|
|
|
(488
|
)
|
||||||
Stock options exercised and related tax benefit
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
69,030
|
|
|
411
|
|
|
—
|
|
|
—
|
|
|
411
|
|
||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(350
|
)
|
|
—
|
|
|
(350
|
)
|
||||||
Balance, December 31, 2012
|
—
|
|
|
—
|
|
|
|
7,000
|
|
|
7,000
|
|
|
9,558,746
|
|
|
40,583
|
|
|
62,496
|
|
|
7,586
|
|
|
117,665
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,250
|
|
|
—
|
|
|
8,250
|
|
||||||
Net change in unrealized gain (loss) on available-for-sale investment securities
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,872
|
)
|
|
(9,872
|
)
|
||||||
Stock issued for acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,262,605
|
|
|
12,494
|
|
|
|
|
|
|
|
|
12,494
|
|
||||||
Redemption of preferred stock Series C
|
—
|
|
|
—
|
|
|
|
(7,000
|
)
|
|
(7,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,000
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
98
|
|
||||||
Cash dividend payment ($0.20 per common share)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,048
|
)
|
|
—
|
|
|
(2,048
|
)
|
||||||
Stock options exercised and related tax benefit
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
93,329
|
|
|
806
|
|
|
—
|
|
|
—
|
|
|
806
|
|
||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(350
|
)
|
|
—
|
|
|
(350
|
)
|
||||||
Balance, December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
10,914,680
|
|
|
$
|
53,981
|
|
|
$
|
68,348
|
|
|
$
|
(2,286
|
)
|
|
$
|
120,043
|
|
CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2013, 2012, and 2011
(In thousands)
|
|||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
8,250
|
|
|
$
|
7,520
|
|
|
$
|
6,477
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|||||
Net (decrease) increase in deferred loan fees
|
(294
|
)
|
|
(311
|
)
|
|
266
|
|
|||
Depreciation
|
1,133
|
|
|
972
|
|
|
1,212
|
|
|||
Accretion
|
(852
|
)
|
|
(713
|
)
|
|
(715
|
)
|
|||
Amortization
|
9,179
|
|
|
7,549
|
|
|
3,590
|
|
|||
Stock-based compensation
|
98
|
|
|
108
|
|
|
196
|
|
|||
Excess tax benefit from exercise of stock options
|
(17
|
)
|
|
(26
|
)
|
|
(116
|
)
|
|||
Provision for credit losses
|
—
|
|
|
700
|
|
|
1,050
|
|
|||
Net other than temporary impairment losses on investment securities
|
—
|
|
|
—
|
|
|
31
|
|
|||
Net realized gains on sales and calls of available-for-sale investment securities
|
(1,265
|
)
|
|
(1,639
|
)
|
|
(298
|
)
|
|||
Net (gain) loss on sale and disposal of equipment
|
(1
|
)
|
|
(4
|
)
|
|
5
|
|
|||
Net gain on sale of other real estate owned
|
—
|
|
|
(12
|
)
|
|
(615
|
)
|
|||
Increase in bank owned life insurance, net of expenses
|
(495
|
)
|
|
(391
|
)
|
|
(204
|
)
|
|||
Net gain on bank owned life insurance
|
—
|
|
|
—
|
|
|
(85
|
)
|
|||
Net decrease (increase) in accrued interest receivable and other assets
|
410
|
|
|
(19
|
)
|
|
(700
|
)
|
|||
Net decrease in prepaid FDIC Assessments
|
1,542
|
|
|
513
|
|
|
705
|
|
|||
Net (decrease) increase in accrued interest payable and other liabilities
|
(1,805
|
)
|
|
(7,425
|
)
|
|
8,515
|
|
|||
(Benefit) provision for deferred income taxes
|
(296
|
)
|
|
440
|
|
|
1,270
|
|
|||
Net cash provided by operating activities
|
15,587
|
|
|
7,262
|
|
|
20,584
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Net cash and cash equivalents acquired in acquisition
|
40,935
|
|
|
—
|
|
|
—
|
|
|||
Purchases of available-for-sale investment securities
|
(222,668
|
)
|
|
(194,583
|
)
|
|
(214,569
|
)
|
|||
Proceeds from sales or calls of available-for-sale investment securities
|
88,146
|
|
|
39,119
|
|
|
44,700
|
|
|||
Proceeds from maturity and principal repayment of available-for-sale investment securities
|
76,512
|
|
|
90,798
|
|
|
35,951
|
|
|||
Net (increase) decrease in loans
|
(4,393
|
)
|
|
28,089
|
|
|
2,815
|
|
|||
Proceeds from sale of other real estate owned
|
263
|
|
|
2,349
|
|
|
2,472
|
|
|||
Purchases of premises and equipment
|
(1,159
|
)
|
|
(1,353
|
)
|
|
(1,246
|
)
|
|||
Purchases of bank owned life insurance
|
—
|
|
|
(116
|
)
|
|
|
|
|||
FHLB stock redeemed (purchased)
|
48
|
|
|
(957
|
)
|
|
157
|
|
|||
Proceeds from bank owned life insurance
|
—
|
|
|
—
|
|
|
146
|
|
|||
Proceeds from sale of premises and equipment
|
1
|
|
|
5
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(22,315
|
)
|
|
(36,649
|
)
|
|
(129,574
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Net increase in demand, interest-bearing and savings deposits
|
75,663
|
|
|
53,265
|
|
|
87,928
|
|
|||
Net increase (decrease) in time deposits
|
2,841
|
|
|
(14,819
|
)
|
|
(25,437
|
)
|
|||
Repayments of short-term borrowings to Federal Home Loan Bank
|
(4,000
|
)
|
|
—
|
|
|
(10,000
|
)
|
|||
Redemption of preferred stock Series C
|
(7,000
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase and retirement of common stock
|
—
|
|
|
(488
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
789
|
|
|
385
|
|
|
680
|
|
|||
Repurchase of common stock warrant
|
—
|
|
|
—
|
|
|
(185
|
)
|
|||
Excess tax benefit from exercise of stock options
|
17
|
|
|
26
|
|
|
116
|
|
|||
Cash dividend payments on common stock
|
(2,048
|
)
|
|
(480
|
)
|
|
—
|
|
|||
Cash dividend payments on preferred stock
|
(438
|
)
|
|
(350
|
)
|
|
(307
|
)
|
|||
Net cash provided by financing activities
|
65,824
|
|
|
37,539
|
|
|
52,795
|
|
|||
Increase (decrease) in cash and cash equivalents
|
59,096
|
|
|
8,152
|
|
|
(56,195
|
)
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
52,956
|
|
|
44,804
|
|
|
100,999
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
112,052
|
|
|
$
|
52,956
|
|
|
$
|
44,804
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
For the Years Ended December 31, 2013, 2012, and 2011
(In thousands)
|
|||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
1,430
|
|
|
$
|
1,939
|
|
|
$
|
3,186
|
|
Income taxes
|
$
|
1,790
|
|
|
$
|
1,193
|
|
|
$
|
826
|
|
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
|
$
|
190
|
|
|
$
|
2,337
|
|
|
$
|
244
|
|
Assumption of other real estate owned liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
288
|
|
Transfer of loans to other assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
209
|
|
Common stock issued in Visalia Community Bank acquisition
|
$
|
12,494
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued preferred stock dividends
|
$
|
—
|
|
|
$
|
88
|
|
|
$
|
88
|
|
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.
|
Merger consideration:
|
|
||
Cash
|
$
|
11,050
|
|
Common stock issued
|
12,727
|
|
|
Fair Value of Total Consideration Transferred
|
$
|
23,777
|
|
|
|
||
Recognized amounts of identifiable assets acquired and liabilities assumed:
|
|
||
Cash and cash equivalents
|
$
|
51,985
|
|
Loans, net
|
113,467
|
|
|
Investments
|
14,818
|
|
|
Core deposit intangible
|
1,365
|
|
|
Premises and equipment
|
4,263
|
|
|
Federal Home Loan Bank stock
|
698
|
|
|
Other real estate owned
|
263
|
|
|
Deferred taxes and taxes receivable
|
3,179
|
|
|
Bank owned life insurance
|
6,786
|
|
|
Other assets
|
797
|
|
|
Total assets acquired
|
197,621
|
|
|
Deposits
|
174,206
|
|
|
Other liabilities
|
5,978
|
|
|
Total liabilities assumed
|
180,184
|
|
|
Total identifiable net assets
|
17,437
|
|
|
Goodwill
|
$
|
6,340
|
|
|
|
For the Years Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Net interest income
|
|
$
|
36,773
|
|
|
36,964
|
|
|
Provision for credit losses
|
|
298
|
|
|
1,534
|
|
||
Non-interest income
|
|
8,576
|
|
|
9,394
|
|
||
Non-interest expense
|
|
36,917
|
|
|
35,531
|
|
||
Income before provision for income taxes
|
|
8,134
|
|
|
9,293
|
|
||
Provision for income taxes
|
|
783
|
|
|
1,625
|
|
||
Net income
|
|
$
|
7,351
|
|
|
$
|
7,668
|
|
Preferred stock dividends and accretion
|
|
350
|
|
|
350
|
|
||
Net income available to common shareholders
|
|
$
|
7,001
|
|
|
$
|
7,318
|
|
Basic earnings per common share
|
|
$
|
0.68
|
|
|
$
|
0.67
|
|
Diluted earnings per common share
|
|
$
|
0.68
|
|
|
$
|
0.68
|
|
3.
|
FAIR VALUE MEASUREMENTS
|
|
|
December 31, 2013
|
||||||||||||||||||
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and due from banks
|
|
$
|
25,878
|
|
|
$
|
25,878
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,878
|
|
Interest-earning deposits in other banks
|
|
85,956
|
|
|
85,956
|
|
|
—
|
|
|
—
|
|
|
85,956
|
|
|||||
Federal funds sold
|
|
218
|
|
|
218
|
|
|
—
|
|
|
—
|
|
|
218
|
|
|||||
Available-for-sale investment securities
|
|
443,224
|
|
|
7,514
|
|
|
435,710
|
|
|
—
|
|
|
443,224
|
|
|||||
Loans, net
|
|
503,149
|
|
|
—
|
|
|
—
|
|
|
507,361
|
|
|
507,361
|
|
|||||
Federal Home Loan Bank stock
|
|
4,499
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Accrued interest receivable
|
|
5,026
|
|
|
21
|
|
|
2,976
|
|
|
2,029
|
|
|
5,026
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deposits
|
|
1,004,143
|
|
|
834,864
|
|
|
169,065
|
|
|
—
|
|
|
1,003,929
|
|
|||||
Short-term borrowings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Junior subordinated deferrable interest debentures
|
|
5,155
|
|
|
—
|
|
|
—
|
|
|
2,750
|
|
|
2,750
|
|
|||||
Accrued interest payable
|
|
129
|
|
|
—
|
|
|
105
|
|
|
24
|
|
|
129
|
|
|
|
December 31, 2012
|
||||||||||||||||||
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
|
$
|
22,405
|
|
|
$
|
22,405
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,405
|
|
Interest-earning deposits in other banks
|
|
30,123
|
|
|
30,123
|
|
|
—
|
|
|
—
|
|
|
30,123
|
|
|||||
Federal funds sold
|
|
428
|
|
|
428
|
|
|
—
|
|
|
—
|
|
|
428
|
|
|||||
Available-for-sale investment securities
|
|
393,965
|
|
|
7,948
|
|
|
386,017
|
|
|
—
|
|
|
393,965
|
|
|||||
Loans, net
|
|
385,185
|
|
|
—
|
|
|
—
|
|
|
388,834
|
|
|
388,834
|
|
|||||
Federal Home Loan Bank stock
|
|
3,850
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Accrued interest receivable
|
|
4,267
|
|
|
22
|
|
|
2,395
|
|
|
1,850
|
|
|
4,267
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Deposits
|
|
751,432
|
|
|
614,556
|
|
|
137,401
|
|
|
—
|
|
|
751,957
|
|
|||||
Short-term borrowings
|
|
4,000
|
|
|
—
|
|
|
4,016
|
|
|
—
|
|
|
4,016
|
|
|||||
Junior subordinated deferrable interest debentures
|
|
5,155
|
|
|
—
|
|
|
—
|
|
|
2,990
|
|
|
2,990
|
|
|||||
Accrued interest payable
|
|
174
|
|
|
—
|
|
|
149
|
|
|
25
|
|
|
174
|
|
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Available-for-sale investment securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government agencies
|
|
$
|
18,203
|
|
|
$
|
—
|
|
|
$
|
18,203
|
|
|
$
|
—
|
|
Obligations of states and political subdivisions
|
|
158,407
|
|
|
—
|
|
|
158,407
|
|
|
—
|
|
||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
253,709
|
|
|
—
|
|
|
253,709
|
|
|
—
|
|
||||
Private label residential mortgage backed securities
|
|
5,391
|
|
|
—
|
|
|
5,391
|
|
|
—
|
|
||||
Other equity securities
|
|
7,514
|
|
|
7,514
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value on a recurring basis
|
|
$
|
443,224
|
|
|
$
|
7,514
|
|
|
$
|
435,710
|
|
|
$
|
—
|
|
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Impaired loans:
|
|
|
|
|
|
|
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
|
||||||||
Equity loans and lines of credit
|
|
$
|
133
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133
|
|
Total consumer
|
|
133
|
|
|
—
|
|
|
—
|
|
|
133
|
|
||||
Total impaired loans
|
|
$
|
133
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133
|
|
Total assets measured at fair value on a non-recurring basis
|
|
$
|
133
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133
|
|
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government agencies
|
|
$
|
9,454
|
|
|
$
|
—
|
|
|
$
|
9,454
|
|
|
$
|
—
|
|
Obligations of states and political subdivisions
|
|
161,678
|
|
|
—
|
|
|
161,678
|
|
|
—
|
|
||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
208,510
|
|
|
—
|
|
|
208,510
|
|
|
—
|
|
||||
Private label residential mortgage backed securities
|
|
6,375
|
|
|
—
|
|
|
6,375
|
|
|
—
|
|
||||
Other equity securities
|
|
7,948
|
|
|
7,948
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value on a recurring basis
|
|
$
|
393,965
|
|
|
$
|
7,948
|
|
|
$
|
386,017
|
|
|
$
|
—
|
|
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Owner
occupied
|
|
194
|
|
|
—
|
|
|
—
|
|
|
194
|
|
||||
Real estate-construction and other land loans
|
|
4,863
|
|
|
—
|
|
|
—
|
|
|
4,863
|
|
||||
Total real estate
|
|
5,057
|
|
|
—
|
|
|
—
|
|
|
5,057
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
|
||||||||
Equity loans and lines of credit
|
|
233
|
|
|
—
|
|
|
—
|
|
|
233
|
|
||||
Total consumer
|
|
233
|
|
|
—
|
|
|
—
|
|
|
233
|
|
||||
Total impaired loans
|
|
5,290
|
|
|
—
|
|
|
—
|
|
|
5,290
|
|
||||
Total assets measured at fair value on a non-recurring basis
|
|
$
|
5,290
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,290
|
|
4.
|
INVESTMENT SECURITIES
|
|
December 31, 2013
|
||||||||||||||
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
||||||||
Debt Securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Government agencies
|
$
|
18,172
|
|
|
$
|
115
|
|
|
$
|
(84
|
)
|
|
$
|
18,203
|
|
Obligations of states and political subdivisions
|
162,018
|
|
|
2,906
|
|
|
(6,517
|
)
|
|
158,407
|
|
||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
254,978
|
|
|
1,075
|
|
|
(2,344
|
)
|
|
253,709
|
|
||||
Private label residential mortgage backed securities
|
4,344
|
|
|
1,047
|
|
|
—
|
|
|
5,391
|
|
||||
Other equity securities
|
7,596
|
|
|
2
|
|
|
(84
|
)
|
|
7,514
|
|
||||
|
$
|
447,108
|
|
|
$
|
5,145
|
|
|
$
|
(9,029
|
)
|
|
$
|
443,224
|
|
|
December 31, 2012
|
||||||||||||||
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
||||||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government agencies
|
$
|
9,443
|
|
|
$
|
34
|
|
|
$
|
(23
|
)
|
|
$
|
9,454
|
|
Obligations of states and political subdivisions
|
151,312
|
|
|
10,751
|
|
|
(385
|
)
|
|
161,678
|
|
||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
206,465
|
|
|
3,152
|
|
|
(1,107
|
)
|
|
208,510
|
|
||||
Private label residential mortgage backed securities
|
6,258
|
|
|
323
|
|
|
(206
|
)
|
|
6,375
|
|
||||
Other equity securities
|
7,596
|
|
|
352
|
|
|
—
|
|
|
7,948
|
|
||||
`
|
$
|
381,074
|
|
|
$
|
14,612
|
|
|
$
|
(1,721
|
)
|
|
$
|
393,965
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from sales or calls
|
|
$
|
88,146
|
|
|
$
|
39,119
|
|
|
$
|
44,700
|
|
Gross realized gains from sales or calls
|
|
$
|
2,728
|
|
|
$
|
2,121
|
|
|
$
|
1,119
|
|
Gross realized losses from sales or calls
|
|
$
|
(1,463
|
)
|
|
$
|
(482
|
)
|
|
$
|
(821
|
)
|
|
December 31, 2013
|
||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Government agencies
|
$
|
4,132
|
|
|
$
|
(75
|
)
|
|
$
|
968
|
|
|
$
|
(9
|
)
|
|
$
|
5,100
|
|
|
$
|
(84
|
)
|
Obligations of states and political subdivisions
|
89,556
|
|
|
(5,007
|
)
|
|
15,015
|
|
|
(1,510
|
)
|
|
104,571
|
|
|
(6,517
|
)
|
||||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
148,853
|
|
|
(2,070
|
)
|
|
19,199
|
|
|
(274
|
)
|
|
168,052
|
|
|
(2,344
|
)
|
||||||
Other equity securities
|
7,416
|
|
|
(84
|
)
|
|
—
|
|
|
—
|
|
|
7,416
|
|
|
(84
|
)
|
||||||
|
$
|
249,957
|
|
|
$
|
(7,236
|
)
|
|
$
|
35,182
|
|
|
$
|
(1,793
|
)
|
|
$
|
285,139
|
|
|
$
|
(9,029
|
)
|
|
December 31, 2012
|
||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Government agencies
|
$
|
3,590
|
|
|
$
|
(23
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,590
|
|
|
$
|
(23
|
)
|
Obligations of states and political subdivisions
|
$
|
30,572
|
|
|
$
|
(385
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,572
|
|
|
$
|
(385
|
)
|
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
76,764
|
|
|
(809
|
)
|
|
18,024
|
|
|
(298
|
)
|
|
94,788
|
|
|
(1,107
|
)
|
||||||
Private label residential mortgage backed securities
|
—
|
|
|
—
|
|
|
2,886
|
|
|
(206
|
)
|
|
2,886
|
|
|
(206
|
)
|
||||||
|
$
|
110,926
|
|
|
$
|
(1,217
|
)
|
|
$
|
20,910
|
|
|
$
|
(504
|
)
|
|
$
|
131,836
|
|
|
$
|
(1,721
|
)
|
|
|
Years ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Beginning balance
|
|
$
|
783
|
|
|
783
|
|
|
Amounts related to credit loss for which an OTTI charge was not previously recognized
|
|
17
|
|
|
—
|
|
||
Increases to the amount related to credit loss for which OTTI was previously recognized
|
|
—
|
|
|
—
|
|
||
Realized losses for securities sold
|
|
—
|
|
|
—
|
|
||
Ending balance
|
|
$
|
800
|
|
|
$
|
783
|
|
December 31, 2013
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Within one year
|
|
$
|
—
|
|
|
$
|
—
|
|
After one year through five years
|
|
1,769
|
|
|
1,939
|
|
||
After five years through ten years
|
|
22,099
|
|
|
22,687
|
|
||
After ten years
|
|
138,150
|
|
|
133,781
|
|
||
|
|
162,018
|
|
|
158,407
|
|
||
Investment securities not due at a single maturity date:
|
|
|
|
|
|
|
||
U.S. Government agencies
|
|
18,172
|
|
|
18,203
|
|
||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
254,978
|
|
|
253,709
|
|
||
Private label residential mortgage backed securities
|
|
4,344
|
|
|
5,391
|
|
||
Other equity securities
|
|
7,596
|
|
|
7,514
|
|
||
|
|
$
|
447,108
|
|
|
$
|
443,224
|
|
December 31, 2012
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Within one year
|
|
$
|
150
|
|
|
$
|
151
|
|
After one year through five years
|
|
10,355
|
|
|
11,250
|
|
||
After five years through ten years
|
|
20,256
|
|
|
22,176
|
|
||
After ten years
|
|
120,551
|
|
|
128,101
|
|
||
|
|
151,312
|
|
|
161,678
|
|
||
Investment securities not due at a single maturity date:
|
|
|
|
|
|
|
||
U.S. Government agencies
|
|
9,443
|
|
|
9,454
|
|
||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
206,465
|
|
|
208,510
|
|
||
Private label residential mortgage backed securities
|
|
6,258
|
|
|
6,375
|
|
||
Other equity securities
|
|
7,596
|
|
|
7,948
|
|
||
Total
|
|
$
|
381,074
|
|
|
$
|
393,965
|
|
Loan Type
|
|
December 31,
2013 |
|
% of Total
loans
|
|
December 31,
2012 |
|
% of Total
loans
|
||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Commercial and industrial
|
|
$
|
87,082
|
|
|
17.0
|
%
|
|
$
|
77,956
|
|
|
19.7
|
%
|
Agricultural land and production
|
|
31,649
|
|
|
6.1
|
%
|
|
26,599
|
|
|
6.7
|
%
|
||
Total commercial
|
|
118,731
|
|
|
23.1
|
%
|
|
104,555
|
|
|
26.4
|
%
|
||
Real estate:
|
|
|
|
|
|
|
|
|
||||||
Owner occupied
|
|
156,781
|
|
|
30.6
|
%
|
|
114,444
|
|
|
28.9
|
%
|
||
Real estate construction and other land loans
|
|
42,329
|
|
|
8.3
|
%
|
|
33,199
|
|
|
8.4
|
%
|
||
Commercial real estate
|
|
86,117
|
|
|
16.8
|
%
|
|
53,797
|
|
|
13.6
|
%
|
||
Agricultural real estate
|
|
44,164
|
|
|
8.6
|
%
|
|
28,400
|
|
|
7.2
|
%
|
||
Other real estate
|
|
4,548
|
|
|
0.9
|
%
|
|
8,098
|
|
|
2.0
|
%
|
||
Total real estate
|
|
333,939
|
|
|
65.2
|
%
|
|
237,938
|
|
|
60.1
|
%
|
||
Consumer:
|
|
|
|
|
|
|
|
|
||||||
Equity loans and lines of credit
|
|
48,594
|
|
|
9.5
|
%
|
|
42,932
|
|
|
10.9
|
%
|
||
Consumer and installment
|
|
11,252
|
|
|
2.2
|
%
|
|
10,346
|
|
|
2.6
|
%
|
||
Total consumer
|
|
59,846
|
|
|
11.7
|
%
|
|
53,278
|
|
|
13.5
|
%
|
||
Deferred loan fees, net
|
|
(159
|
)
|
|
|
|
(453
|
)
|
|
|
||||
Total gross loans
|
|
512,357
|
|
|
100.0
|
%
|
|
395,318
|
|
|
100.0
|
%
|
||
Allowance for credit losses
|
|
(9,208
|
)
|
|
|
|
|
(10,133
|
)
|
|
|
|
||
Total loans
|
|
$
|
503,149
|
|
|
|
|
|
$
|
385,185
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Real estate
|
|
$
|
2,465
|
|
|
$
|
—
|
|
Outstanding balance
|
|
$
|
2,465
|
|
|
$
|
—
|
|
Carrying amount, net of allowance of $0
|
|
$
|
2,465
|
|
|
$
|
—
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
New loans acquired
|
|
105
|
|
|
—
|
|
|
—
|
|
|||
Accretion of income
|
|
(124
|
)
|
|
—
|
|
|
—
|
|
|||
Reclassification from (to) non-accretable difference
|
|
113
|
|
|
—
|
|
|
—
|
|
|||
Disposals
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Contractually required payments receivable on PCI loans at acquisition:
|
|
|
|
|
||||
Real estate
|
|
$
|
6,912
|
|
|
$
|
—
|
|
Total
|
|
$
|
6,912
|
|
|
$
|
—
|
|
Cash flows expected to be collected at acquisition
|
|
$
|
2,681
|
|
|
$
|
—
|
|
Fair value of acquired loans at acquisition
|
|
$
|
2,576
|
|
|
$
|
—
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Loans acquired during the year
|
|
$
|
1,324
|
|
|
$
|
—
|
|
Loans at the end of the year
|
|
$
|
1,324
|
|
|
$
|
—
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance, beginning of year
|
|
$
|
10,133
|
|
|
$
|
11,396
|
|
|
$
|
11,014
|
|
Provision charged to operations
|
|
—
|
|
|
700
|
|
|
1,050
|
|
|||
Losses charged to allowance
|
|
(1,446
|
)
|
|
(2,850
|
)
|
|
(1,532
|
)
|
|||
Recoveries
|
|
521
|
|
|
887
|
|
|
864
|
|
|||
Balance, end of year
|
|
$
|
9,208
|
|
|
$
|
10,133
|
|
|
$
|
11,396
|
|
|
|
Commercial
|
|
Real Estate
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning balance, January 1, 2013
|
|
$
|
2,676
|
|
|
$
|
5,877
|
|
|
$
|
1,541
|
|
|
$
|
39
|
|
|
$
|
10,133
|
|
Provision charged to operations
|
|
166
|
|
|
(434
|
)
|
|
(115
|
)
|
|
383
|
|
|
—
|
|
|||||
Losses charged to allowance
|
|
(713
|
)
|
|
(285
|
)
|
|
(448
|
)
|
|
—
|
|
|
(1,446
|
)
|
|||||
Recoveries
|
|
315
|
|
|
16
|
|
|
190
|
|
|
—
|
|
|
521
|
|
|||||
Ending balance, December 31, 2013
|
|
$
|
2,444
|
|
|
$
|
5,174
|
|
|
$
|
1,168
|
|
|
$
|
422
|
|
|
$
|
9,208
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning balance, January 1, 2012
|
|
$
|
2,266
|
|
|
$
|
7,155
|
|
|
$
|
1,836
|
|
|
$
|
139
|
|
|
$
|
11,396
|
|
Provision charged to operations
|
|
18
|
|
|
643
|
|
|
139
|
|
|
(100
|
)
|
|
700
|
|
|||||
Losses charged to allowance
|
|
(123
|
)
|
|
(1,966
|
)
|
|
(761
|
)
|
|
—
|
|
|
(2,850
|
)
|
|||||
Recoveries
|
|
515
|
|
|
45
|
|
|
327
|
|
|
—
|
|
|
887
|
|
|||||
Ending balance, December 31, 2012
|
|
$
|
2,676
|
|
|
$
|
5,877
|
|
|
$
|
1,541
|
|
|
$
|
39
|
|
|
$
|
10,133
|
|
|
|
Commercial
|
|
Real Estate
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ending balance, December 31, 2013
|
|
$
|
2,444
|
|
|
$
|
5,174
|
|
|
$
|
1,168
|
|
|
$
|
422
|
|
|
$
|
9,208
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
469
|
|
|
$
|
465
|
|
|
$
|
73
|
|
|
$
|
—
|
|
|
$
|
1,007
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
1,975
|
|
|
$
|
4,709
|
|
|
$
|
1,095
|
|
|
$
|
422
|
|
|
$
|
8,201
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ending balance, December 31, 2012
|
|
$
|
2,676
|
|
|
$
|
5,877
|
|
|
$
|
1,541
|
|
|
$
|
39
|
|
|
$
|
10,133
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
40
|
|
|
$
|
465
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
510
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
2,636
|
|
|
$
|
5,412
|
|
|
$
|
1,536
|
|
|
$
|
39
|
|
|
$
|
9,623
|
|
|
|
Commercial
|
|
Real Estate
|
|
Consumer
|
|
Total
|
||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ending balance, December 31, 2013
|
|
$
|
118,731
|
|
|
$
|
333,939
|
|
|
$
|
59,846
|
|
|
$
|
512,516
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
1,527
|
|
|
$
|
9,540
|
|
|
$
|
2,290
|
|
|
$
|
13,357
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
117,204
|
|
|
$
|
324,399
|
|
|
$
|
57,556
|
|
|
$
|
499,159
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ending balance, December 31, 2012
|
|
$
|
104,555
|
|
|
$
|
237,938
|
|
|
$
|
53,278
|
|
|
$
|
395,771
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
2,405
|
|
|
$
|
12,868
|
|
|
$
|
1,832
|
|
|
$
|
17,105
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
102,150
|
|
|
$
|
225,070
|
|
|
$
|
51,446
|
|
|
$
|
378,666
|
|
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
81,732
|
|
|
$
|
2,244
|
|
|
$
|
3,106
|
|
|
$
|
—
|
|
|
$
|
87,082
|
|
Agricultural land and production
|
|
31,649
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,649
|
|
|||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied
|
|
144,082
|
|
|
5,229
|
|
|
7,470
|
|
|
—
|
|
|
156,781
|
|
|||||
Real estate construction and other land loans
|
|
31,776
|
|
|
3,959
|
|
|
6,594
|
|
|
—
|
|
|
42,329
|
|
|||||
Commercial real estate
|
|
77,589
|
|
|
3,718
|
|
|
4,810
|
|
|
—
|
|
|
86,117
|
|
|||||
Agricultural real estate
|
|
42,151
|
|
|
2,013
|
|
|
—
|
|
|
—
|
|
|
44,164
|
|
|||||
Other real estate
|
|
4,548
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,548
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity loans and lines of credit
|
|
41,999
|
|
|
2,400
|
|
|
4,195
|
|
|
—
|
|
|
48,594
|
|
|||||
Consumer and installment
|
|
10,946
|
|
|
46
|
|
|
260
|
|
|
—
|
|
|
11,252
|
|
|||||
Total
|
|
$
|
466,472
|
|
|
$
|
19,609
|
|
|
$
|
26,435
|
|
|
$
|
—
|
|
|
$
|
512,516
|
|
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
71,125
|
|
|
$
|
824
|
|
|
$
|
6,007
|
|
|
$
|
—
|
|
|
$
|
77,956
|
|
Agricultural land and production
|
|
26,599
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,599
|
|
|||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied
|
|
107,281
|
|
|
1,831
|
|
|
5,332
|
|
|
—
|
|
|
114,444
|
|
|||||
Real estate construction and other land loans
|
|
18,517
|
|
|
3,377
|
|
|
11,305
|
|
|
—
|
|
|
33,199
|
|
|||||
Commercial real estate
|
|
44,880
|
|
|
3,952
|
|
|
4,965
|
|
|
—
|
|
|
53,797
|
|
|||||
Agricultural real estate
|
|
26,883
|
|
|
1,517
|
|
|
—
|
|
|
—
|
|
|
28,400
|
|
|||||
Other real estate
|
|
8,098
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,098
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity loans and lines of credit
|
|
40,527
|
|
|
258
|
|
|
2,147
|
|
|
—
|
|
|
42,932
|
|
|||||
Consumer and installment
|
|
10,259
|
|
|
77
|
|
|
10
|
|
|
—
|
|
|
10,346
|
|
|||||
Total
|
|
$
|
354,169
|
|
|
$
|
11,836
|
|
|
$
|
29,766
|
|
|
$
|
—
|
|
|
$
|
395,771
|
|
|
|
30-59 Days
Past Due
|
|
60-89
Days Past
Due
|
|
Greater
Than
90 Days
Past Due
|
|
Total Past
Due
|
|
Current
|
|
Total
Loans
|
|
Recorded
Investment
> 90 Days
Accruing
|
|
Non-accrual
|
||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
|
$
|
274
|
|
|
$
|
236
|
|
|
$
|
—
|
|
|
$
|
510
|
|
|
$
|
86,572
|
|
|
$
|
87,082
|
|
|
$
|
—
|
|
|
$
|
1,527
|
|
Agricultural land and production
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,649
|
|
|
31,649
|
|
|
—
|
|
|
—
|
|
||||||||
Real estate:
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|||||||||
Owner occupied
|
|
1,272
|
|
|
134
|
|
|
418
|
|
|
1,824
|
|
|
154,957
|
|
|
156,781
|
|
|
—
|
|
|
2,161
|
|
||||||||
Real estate construction and other land loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,329
|
|
|
42,329
|
|
|
—
|
|
|
1,450
|
|
||||||||
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,117
|
|
|
86,117
|
|
|
—
|
|
|
158
|
|
||||||||
Agricultural real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,164
|
|
|
44,164
|
|
|
—
|
|
|
—
|
|
||||||||
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,548
|
|
|
4,548
|
|
|
—
|
|
|
—
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||||||||||
Equity loans and lines of credit
|
|
10
|
|
|
147
|
|
|
252
|
|
|
409
|
|
|
48,185
|
|
|
48,594
|
|
|
—
|
|
|
2,286
|
|
||||||||
Consumer and installment
|
|
86
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
11,166
|
|
|
11,252
|
|
|
—
|
|
|
4
|
|
||||||||
Total
|
|
$
|
1,642
|
|
|
$
|
517
|
|
|
$
|
670
|
|
|
$
|
2,829
|
|
|
$
|
509,687
|
|
|
$
|
512,516
|
|
|
$
|
—
|
|
|
$
|
7,586
|
|
|
|
30-59 Days
Past Due
|
|
60-89
Days Past
Due
|
|
Greater
Than
90 Days
Past Due
|
|
Total Past
Due
|
|
Current
|
|
Total
Loans
|
|
Recorded
Investment
> 90 Days
Accruing
|
|
Non-
accrual
|
||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77,956
|
|
|
$
|
77,956
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Agricultural land and production
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,599
|
|
|
26,599
|
|
|
—
|
|
|
—
|
|
||||||||
Real estate:
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
||||||||||
Owner occupied
|
|
—
|
|
|
213
|
|
|
—
|
|
|
213
|
|
|
114,231
|
|
|
114,444
|
|
|
—
|
|
|
1,575
|
|
||||||||
Real estate construction and other land loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,199
|
|
|
33,199
|
|
|
—
|
|
|
6,288
|
|
||||||||
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,797
|
|
|
53,797
|
|
|
—
|
|
|
—
|
|
||||||||
Agricultural real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,400
|
|
|
28,400
|
|
|
—
|
|
|
—
|
|
||||||||
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,098
|
|
|
8,098
|
|
|
—
|
|
|
—
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
||||||||||
Equity loans and lines of credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,932
|
|
|
42,932
|
|
|
—
|
|
|
1,832
|
|
||||||||
Consumer and installment
|
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
10,319
|
|
|
10,346
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
|
$
|
27
|
|
|
$
|
213
|
|
|
$
|
—
|
|
|
$
|
240
|
|
|
$
|
395,531
|
|
|
$
|
395,771
|
|
|
$
|
—
|
|
|
$
|
9,695
|
|
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and industrial
|
|
$
|
350
|
|
|
$
|
385
|
|
|
$
|
—
|
|
Agricultural land and production
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total commercial
|
|
350
|
|
|
385
|
|
|
—
|
|
|||
Real estate:
|
|
|
|
|
|
|
|
|
|
|||
Owner occupied
|
|
3,160
|
|
|
4,159
|
|
|
—
|
|
|||
Real estate construction and other land loans
|
|
1,449
|
|
|
2,136
|
|
|
—
|
|
|||
Commercial real estate
|
|
502
|
|
|
891
|
|
|
—
|
|
|||
Agricultural real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total real estate
|
|
5,111
|
|
|
7,186
|
|
|
—
|
|
|||
Consumer:
|
|
|
|
|
|
|
|
|
|
|||
Equity loans and lines of credit
|
|
2,029
|
|
|
2,826
|
|
|
—
|
|
|||
Consumer and installment
|
|
4
|
|
|
5
|
|
|
—
|
|
|||
Total consumer
|
|
2,033
|
|
|
2,831
|
|
|
—
|
|
|||
Total with no related allowance recorded
|
|
7,494
|
|
|
10,402
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and industrial
|
|
1,177
|
|
|
1,222
|
|
|
469
|
|
|||
Agricultural land and production
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total commercial
|
|
1,177
|
|
|
1,222
|
|
|
469
|
|
|||
Real estate:
|
|
|
|
|
|
|
|
|
|
|||
Owner occupied
|
|
385
|
|
|
425
|
|
|
3
|
|
|||
Real estate construction and other land loans
|
|
4,044
|
|
|
4,044
|
|
|
462
|
|
|||
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Agricultural real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total real estate
|
|
4,429
|
|
|
4,469
|
|
|
465
|
|
|||
Consumer:
|
|
|
|
|
|
|
|
|
|
|||
Equity loans and lines of credit
|
|
257
|
|
|
264
|
|
|
73
|
|
|||
Consumer and installment
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total consumer
|
|
257
|
|
|
264
|
|
|
73
|
|
|||
Total with an allowance recorded
|
|
5,863
|
|
|
5,955
|
|
|
1,007
|
|
|||
Total
|
|
$
|
13,357
|
|
|
$
|
16,357
|
|
|
$
|
1,007
|
|
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Agricultural land and production
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total commercial
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Real estate:
|
|
|
|
|
|
|
|
|
|
|||
Owner occupied
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Real estate construction and other land loans
|
|
1,352
|
|
|
1,888
|
|
|
—
|
|
|||
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Agricultural real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total real estate
|
|
1,352
|
|
|
1,888
|
|
|
—
|
|
|||
Consumer:
|
|
|
|
|
|
|
|
|
|
|||
Equity loans and lines of credit
|
|
1,523
|
|
|
1,834
|
|
|
—
|
|
|||
Consumer and installment
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total consumer
|
|
1,523
|
|
|
1,834
|
|
|
—
|
|
|||
Total with no related allowance recorded
|
|
2,875
|
|
|
3,722
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and industrial
|
|
2,405
|
|
|
2,405
|
|
|
40
|
|
|||
Agricultural land and production
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total commercial
|
|
2,405
|
|
|
2,405
|
|
|
40
|
|
|||
Real estate:
|
|
|
|
|
|
|
|
|
|
|||
Owner occupied
|
|
1,575
|
|
|
1,733
|
|
|
165
|
|
|||
Real estate construction and other land loans
|
|
9,941
|
|
|
10,875
|
|
|
300
|
|
|||
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Agricultural real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total real estate
|
|
11,516
|
|
|
12,608
|
|
|
465
|
|
|||
Consumer:
|
|
|
|
|
|
|
|
|
|
|||
Equity loans and lines of credit
|
|
309
|
|
|
323
|
|
|
5
|
|
|||
Consumer and installment
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total consumer
|
|
309
|
|
|
323
|
|
|
5
|
|
|||
Total with an allowance recorded
|
|
14,230
|
|
|
15,336
|
|
|
510
|
|
|||
Total
|
|
$
|
17,105
|
|
|
$
|
19,058
|
|
|
$
|
510
|
|
|
|
Year Ended
December 31, 2013
|
|
Year Ended
December 31, 2012
|
|
Year Ended
December 31, 2011
|
||||||||||||||||||
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
|
$
|
329
|
|
|
$
|
—
|
|
|
$
|
952
|
|
|
$
|
—
|
|
|
$
|
544
|
|
|
$
|
—
|
|
Agricultural land and production
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial
|
|
329
|
|
|
—
|
|
|
952
|
|
|
—
|
|
|
544
|
|
|
—
|
|
||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Owner occupied
|
|
2,321
|
|
|
—
|
|
|
1,053
|
|
|
—
|
|
|
1,100
|
|
|
—
|
|
||||||
Real estate construction and other land loans
|
|
2,342
|
|
|
—
|
|
|
4,933
|
|
|
—
|
|
|
1,690
|
|
|
—
|
|
||||||
Commercial real estate
|
|
279
|
|
|
—
|
|
|
301
|
|
|
—
|
|
|
1,591
|
|
|
—
|
|
||||||
Agricultural real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total real estate
|
|
4,942
|
|
|
—
|
|
|
6,287
|
|
|
—
|
|
|
4,381
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity loans and lines of credit
|
|
1,998
|
|
|
—
|
|
|
1,561
|
|
|
—
|
|
|
357
|
|
|
—
|
|
||||||
Consumer and installment
|
|
9
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total consumer
|
|
2,007
|
|
|
—
|
|
|
1,567
|
|
|
—
|
|
|
357
|
|
|
—
|
|
||||||
Total with no related allowance recorded
|
|
7,278
|
|
|
—
|
|
|
8,806
|
|
|
—
|
|
|
5,282
|
|
|
—
|
|
||||||
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
With an allowance recorded:
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial:
|
|
1,624,000
|
|
|
178,000
|
|
|
721,000
|
|
|
—
|
|
|
721,000
|
|
|
—
|
|
||||||
Commercial and industrial
|
|
1,309
|
|
|
111
|
|
|
1,581
|
|
|
226
|
|
|
505
|
|
|
181
|
|
||||||
Agricultural land and production
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial
|
|
1,309
|
|
|
111
|
|
|
1,581
|
|
|
226
|
|
|
505
|
|
|
181
|
|
||||||
Real estate:
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Owner occupied
|
|
997
|
|
|
86
|
|
|
633
|
|
|
—
|
|
|
1,193
|
|
|
—
|
|
||||||
Real estate construction and other land loans
|
|
4,295
|
|
|
329
|
|
|
6,490
|
|
|
375
|
|
|
6,544
|
|
|
230
|
|
||||||
Commercial real estate
|
|
—
|
|
|
47
|
|
|
145
|
|
|
—
|
|
|
849
|
|
|
—
|
|
||||||
Agricultural real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total real estate
|
|
5,292
|
|
|
462
|
|
|
7,268
|
|
|
375
|
|
|
8,586
|
|
|
230
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity loans and lines of credit
|
|
489
|
|
|
—
|
|
|
600
|
|
|
—
|
|
|
1,640
|
|
|
—
|
|
||||||
Consumer and installment
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
101
|
|
|
—
|
|
||||||
Total consumer
|
|
489
|
|
|
—
|
|
|
637
|
|
|
—
|
|
|
1,741
|
|
|
—
|
|
||||||
Total with an allowance recorded
|
|
7,090
|
|
|
573
|
|
|
9,486
|
|
|
601
|
|
|
10,832
|
|
|
411
|
|
||||||
Total
|
|
$
|
14,368
|
|
|
$
|
573
|
|
|
$
|
18,292
|
|
|
$
|
601
|
|
|
$
|
16,114
|
|
|
$
|
411
|
|
Troubled Debt Restructurings:
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment (1)
|
|
Principal Modification
|
|
Post Modification Outstanding Recorded Investment (2)
|
|
Outstanding Recorded Investment
|
|||||||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Real Estate - Commercial
|
|
1
|
|
|
$
|
620
|
|
|
$
|
—
|
|
|
$
|
620
|
|
|
$
|
344
|
|
(1)
|
Amounts represent the recorded investment in loans before recognizing effects of the TDR, if any.
|
(2)
|
Balance outstanding after principal modification, if any borrower reduction to recorded investment.
|
Troubled Debt Restructurings:
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment (1)
|
|
Principal Modification
|
|
Post Modification Outstanding Recorded Investment (2)
|
|
Outstanding Recorded Investment
|
|||||||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Owner occupied
|
|
1
|
|
|
425
|
|
|
—
|
|
|
425
|
|
|
415
|
|
||||
Consumer
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity loans and line of credit
|
|
1
|
|
|
75
|
|
|
—
|
|
|
75
|
|
|
72
|
|
||||
Total
|
|
2
|
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
500
|
|
|
$
|
487
|
|
(1)
|
Amounts represent the recorded investment in loans before recognizing effects of the TDR, if any.
|
(2)
|
Balance outstanding after principal modification, if any borrower reduction to recorded investment.
|
6.
|
BANK PREMISES AND EQUIPMENT
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Land
|
|
$
|
1,131
|
|
|
$
|
838
|
|
Buildings and improvements
|
|
6,982
|
|
|
3,362
|
|
||
Furniture, fixtures and equipment
|
|
8,875
|
|
|
8,351
|
|
||
Leasehold improvements
|
|
4,091
|
|
|
3,804
|
|
||
|
|
21,079
|
|
|
16,355
|
|
||
Less accumulated depreciation and amortization
|
|
(10,538
|
)
|
|
(10,103
|
)
|
||
|
|
$
|
10,541
|
|
|
$
|
6,252
|
|
7.
|
OTHER REAL ESTATE OWNED
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Balance, beginning of year
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions
|
|
453
|
|
|
2,337
|
|
||
Dispositions
|
|
(263
|
)
|
|
(2,349
|
)
|
||
Write-downs
|
|
—
|
|
|
—
|
|
||
Net gain on disposition
|
|
—
|
|
|
12
|
|
||
Balance, end of year
|
|
$
|
190
|
|
|
$
|
—
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Beginning of year
|
$
|
23,577
|
|
|
$
|
23,577
|
|
|
$
|
23,577
|
|
Acquired goodwill
|
6,340
|
|
|
—
|
|
|
—
|
|
|||
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|||
End of year
|
$
|
29,917
|
|
|
$
|
23,577
|
|
|
$
|
23,577
|
|
9.
|
DEPOSITS
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Savings
|
|
$
|
61,918
|
|
|
$
|
39,573
|
|
Money market
|
|
234,515
|
|
|
173,486
|
|
||
NOW accounts
|
|
182,364
|
|
|
161,328
|
|
||
Time, $100,000 or more
|
|
116,016
|
|
|
91,880
|
|
||
Time, under $100,000
|
|
52,938
|
|
|
44,996
|
|
||
|
|
$
|
647,751
|
|
|
$
|
511,263
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Savings
|
|
$
|
40
|
|
|
$
|
32
|
|
|
$
|
47
|
|
Money market
|
|
229
|
|
|
392
|
|
|
692
|
|
|||
NOW accounts
|
|
251
|
|
|
270
|
|
|
321
|
|
|||
Time certificates of deposit
|
|
750
|
|
|
936
|
|
|
1,602
|
|
|||
|
|
$
|
1,270
|
|
|
$
|
1,630
|
|
|
$
|
2,662
|
|
10.
|
BORROWING ARRANGEMENTS
|
December 31, 2013
|
|
December 31, 2012
|
|
|
|
|
||||
Amount
|
|
Amount
|
|
Rate
|
|
Maturity Date
|
||||
$
|
—
|
|
|
$
|
4,000
|
|
|
3.59%
|
|
February 12, 2013
|
|
|
|
|
|
|
|
|
|
||
—
|
|
|
4,000
|
|
|
|
|
|
||
—
|
|
|
4,000
|
|
|
Less short-term portion
|
|
|
||
$
|
—
|
|
|
$
|
—
|
|
|
Long-term debt
|
|
|
11.
|
JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES
|
12.
|
INCOME TAXES
|
|
|
Federal
|
|
State
|
|
Total
|
||||||
2013
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
2,217
|
|
|
$
|
(445
|
)
|
|
$
|
1,772
|
|
Deferred
|
|
(645
|
)
|
|
220
|
|
|
(425
|
)
|
|||
Provision for income taxes
|
|
$
|
1,572
|
|
|
$
|
(225
|
)
|
|
$
|
1,347
|
|
2012
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
1,196
|
|
|
$
|
49
|
|
|
$
|
1,245
|
|
Deferred
|
|
249
|
|
|
191
|
|
|
440
|
|
|||
Provision for income taxes
|
|
$
|
1,445
|
|
|
$
|
240
|
|
|
$
|
1,685
|
|
2011
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
686
|
|
|
$
|
(95
|
)
|
|
$
|
591
|
|
Deferred
|
|
893
|
|
|
377
|
|
|
1,270
|
|
|||
Benefit from income taxes
|
|
$
|
1,579
|
|
|
$
|
282
|
|
|
$
|
1,861
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
||
Allowance for credit losses
|
|
$
|
3,492
|
|
|
$
|
4,170
|
|
Deferred compensation
|
|
5,102
|
|
|
3,832
|
|
||
Unrealized loss on available-for-sale investment securities
|
|
1,598
|
|
|
—
|
|
||
Net operating loss carryover from acquisition
|
|
206
|
|
|
521
|
|
||
Bank premises and equipment
|
|
264
|
|
|
862
|
|
||
Mark to market adjustment
|
|
154
|
|
|
184
|
|
||
Other deferred taxes
|
|
594
|
|
|
253
|
|
||
Other than temporary impairment
|
|
289
|
|
|
282
|
|
||
Loan and investment impairment
|
|
1,914
|
|
|
352
|
|
||
State Enterprise Zone credit carry-forward
|
|
981
|
|
|
783
|
|
||
State capital loss carry-forward
|
|
108
|
|
|
110
|
|
||
Alternative minimum tax credit
|
|
2,238
|
|
|
1,025
|
|
||
State taxes
|
|
32
|
|
|
20
|
|
||
Other
|
|
7
|
|
|
7
|
|
||
Partnership income
|
|
70
|
|
|
77
|
|
||
Total deferred tax assets
|
|
17,049
|
|
|
12,478
|
|
||
Valuation allowance
|
|
(108
|
)
|
|
(110
|
)
|
||
Net deferred tax asset after valuation allowance
|
|
16,941
|
|
|
12,368
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Finance leases
|
|
(1,963
|
)
|
|
(2,548
|
)
|
||
Unrealized gain on available-for-sale investment securities
|
|
—
|
|
|
(5,305
|
)
|
||
Core deposit intangible
|
|
(692
|
)
|
|
(240
|
)
|
||
FHLB stock
|
|
(319
|
)
|
|
(241
|
)
|
||
Loan origination costs
|
|
(406
|
)
|
|
(256
|
)
|
||
Total deferred tax liabilities
|
|
(3,380
|
)
|
|
(8,590
|
)
|
||
Net deferred tax assets
|
|
$
|
13,561
|
|
|
$
|
3,778
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Federal income tax, at statutory rate
|
34.0
|
%
|
|
34.0
|
%
|
|
34.0
|
%
|
State taxes, net of Federal tax benefit
|
0.4
|
%
|
|
2.8
|
%
|
|
3.6
|
%
|
Tax exempt investment security income, net
|
(20.5
|
)%
|
|
(16.7
|
)%
|
|
(14.0
|
)%
|
Bank owned life insurance, net
|
(1.8
|
)%
|
|
(1.4
|
)%
|
|
(1.6
|
)%
|
Solar credits
|
(1.4
|
)%
|
|
(1.4
|
)%
|
|
(1.6
|
)%
|
Change in uncertain tax positions
|
(1.4
|
)%
|
|
0.5
|
%
|
|
0.5
|
%
|
Change in prior year estimates
|
1.4
|
%
|
|
—
|
%
|
|
—
|
%
|
Other
|
3.4
|
%
|
|
0.5
|
%
|
|
1.4
|
%
|
Effective tax rate
|
14.1
|
%
|
|
18.3
|
%
|
|
22.3
|
%
|
Balance at January 1, 2013
|
$
|
316
|
|
Additions based on tax positions related to the current year
|
55
|
|
|
Reductions for tax positions of prior years
|
(191
|
)
|
|
Balance at December 31, 2013
|
$
|
180
|
|
13.
|
COMMITMENTS AND CONTINGENCIES
|
Years Ending December 31,
|
|
||
2014
|
$
|
2,267
|
|
2015
|
2,191
|
|
|
2016
|
1,639
|
|
|
2017
|
1,240
|
|
|
2018
|
1,227
|
|
|
Thereafter
|
3,138
|
|
|
|
$
|
11,702
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Commitments to extend credit
|
|
$
|
191,072
|
|
|
$
|
162,261
|
|
Standby letters of credit
|
|
$
|
1,595
|
|
|
$
|
590
|
|
14.
|
SHAREHOLDERS’ EQUITY
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||
Tier 1 Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
88,320
|
|
|
8.14
|
%
|
|
$
|
90,866
|
|
|
10.56
|
%
|
Minimum regulatory requirement
|
|
$
|
43,394
|
|
|
4.00
|
%
|
|
$
|
34,418
|
|
|
4.00
|
%
|
Central Valley Community Bank
|
|
$
|
87,674
|
|
|
8.09
|
%
|
|
$
|
87,911
|
|
|
10.22
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
54,218
|
|
|
5.00
|
%
|
|
$
|
42,994
|
|
|
5.00
|
%
|
Minimum regulatory requirement
|
|
$
|
43,375
|
|
|
4.00
|
%
|
|
$
|
34,395
|
|
|
4.00
|
%
|
Tier 1 Risk-Based Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
88,320
|
|
|
13.88
|
%
|
|
$
|
90,866
|
|
|
18.24
|
%
|
Minimum regulatory requirement
|
|
$
|
25,454
|
|
|
4.00
|
%
|
|
$
|
19,926
|
|
|
4.00
|
%
|
Central Valley Community Bank
|
|
$
|
87,674
|
|
|
13.79
|
%
|
|
$
|
87,911
|
|
|
17.67
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
38,151
|
|
|
6.00
|
%
|
|
$
|
29,848
|
|
|
6.00
|
%
|
Minimum regulatory requirement
|
|
$
|
25,434
|
|
|
4.00
|
%
|
|
$
|
19,899
|
|
|
4.00
|
%
|
Total Risk-Based Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
96,292
|
|
|
15.13
|
%
|
|
$
|
97,299
|
|
|
19.53
|
%
|
Minimum regulatory requirement
|
|
$
|
50,908
|
|
|
8.00
|
%
|
|
$
|
39,853
|
|
|
8.00
|
%
|
Central Valley Community Bank
|
|
$
|
95,639
|
|
|
15.04
|
%
|
|
$
|
94,336
|
|
|
18.96
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
63,585
|
|
|
10.00
|
%
|
|
$
|
49,747
|
|
|
10.00
|
%
|
Minimum regulatory requirement
|
|
$
|
50,868
|
|
|
8.00
|
%
|
|
$
|
39,798
|
|
|
8.00
|
%
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Basic Earnings Per Common Share:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
8,250
|
|
|
$
|
7,520
|
|
|
$
|
6,477
|
|
Less: Preferred stock dividends and accretion
|
|
(350
|
)
|
|
(350
|
)
|
|
(486
|
)
|
|||
Income available to common shareholders
|
|
$
|
7,900
|
|
|
$
|
7,170
|
|
|
$
|
5,991
|
|
Weighted average shares outstanding
|
|
10,245,448
|
|
|
9,587,784
|
|
|
9,522,066
|
|
|||
Net income per common share
|
|
$
|
0.77
|
|
|
$
|
0.75
|
|
|
$
|
0.63
|
|
Diluted Earnings Per Common Share:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
8,250
|
|
|
$
|
7,520
|
|
|
$
|
6,477
|
|
Less: Preferred stock dividends and accretion
|
|
(350
|
)
|
|
(350
|
)
|
|
(486
|
)
|
|||
Income available to common shareholders
|
|
$
|
7,900
|
|
|
$
|
7,170
|
|
|
$
|
5,991
|
|
Weighted average shares outstanding
|
|
10,245,448
|
|
|
9,587,784
|
|
|
9,522,066
|
|
|||
Effect of dilutive stock options and warrants
|
|
62,592
|
|
|
28,629
|
|
|
16,596
|
|
|||
Weighted average shares of common stock and common stock equivalents
|
|
10,308,040
|
|
|
9,616,413
|
|
|
9,538,662
|
|
|||
Net income per diluted common share
|
|
$
|
0.77
|
|
|
$
|
0.75
|
|
|
$
|
0.63
|
|
15.
|
SHARED-BASED COMPENSATION
|
|
2012
|
Dividend yield
|
0.00%
|
Expected volatility
|
42%
|
Risk-free interest rate
|
0.71%
|
Expected option term
|
6.5 years
|
|
|
Shares
|
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term (Years) |
|
Aggregate
Intrinsic Value |
|||||
Options outstanding at January 1, 2013
|
|
499,289
|
|
|
$
|
8.78
|
|
|
|
|
|
|
|
Options exercised
|
|
(93,329
|
)
|
|
$
|
8.45
|
|
|
|
|
|
|
|
Options forfeited
|
|
(25,530
|
)
|
|
$
|
9.15
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2013
|
|
380,430
|
|
|
$
|
8.83
|
|
|
4.71
|
|
$
|
1,176
|
|
Options vested or expected to vest at December 31, 2013
|
|
375,055
|
|
|
$
|
8.85
|
|
|
4.66
|
|
$
|
2,928
|
|
Options exercisable at December 31, 2013
|
|
278,890
|
|
|
$
|
9.38
|
|
|
3.49
|
|
$
|
776
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Weighted-average per share grant-date fair value of options granted
|
|
$
|
—
|
|
|
$
|
3.40
|
|
|
$
|
—
|
|
Intrinsic value of options exercised
|
|
$
|
82
|
|
|
$
|
93
|
|
|
$
|
417
|
|
Cash received from options exercised
|
|
$
|
789
|
|
|
$
|
385
|
|
|
$
|
680
|
|
Excess tax benefit realized for option exercises
|
|
$
|
17
|
|
|
$
|
26
|
|
|
$
|
116
|
|
16.
|
EMPLOYEE BENEFITS
|
17.
|
LOANS TO RELATED PARTIES
|
Balance, January 1, 2013
|
$
|
716
|
|
Disbursements
|
162
|
|
|
Amounts repaid
|
(71
|
)
|
|
Balance, December 31, 2013
|
$
|
807
|
|
|
|
||
Undisbursed commitments to related parties, December 31, 2013
|
$
|
1,426
|
|
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
385
|
|
|
$
|
2,807
|
|
Investment in Bank subsidiary
|
124,378
|
|
|
119,812
|
|
||
Other assets
|
523
|
|
|
576
|
|
||
Total assets
|
$
|
125,286
|
|
|
$
|
123,195
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
||
Junior subordinated debentures due to subsidiary grantor trust
|
$
|
5,155
|
|
|
$
|
5,155
|
|
Other liabilities
|
88
|
|
|
375
|
|
||
Total liabilities
|
5,243
|
|
|
5,530
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
||
Preferred stock, Series C
|
—
|
|
|
7,000
|
|
||
Common stock
|
53,981
|
|
|
40,583
|
|
||
Retained earnings
|
68,348
|
|
|
62,496
|
|
||
Accumulated other comprehensive (loss) income, net of tax
|
(2,286
|
)
|
|
7,586
|
|
||
Total shareholders’ equity
|
120,043
|
|
|
117,665
|
|
||
Total liabilities and shareholders’ equity
|
$
|
125,286
|
|
|
$
|
123,195
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Income:
|
|
|
|
|
|
|
|
|
|||
Dividends declared by Subsidiary - eliminated in consolidation
|
$
|
18,000
|
|
|
$
|
3,000
|
|
|
$
|
—
|
|
Other income
|
5
|
|
|
3
|
|
|
3
|
|
|||
Total income
|
18,005
|
|
|
3,003
|
|
|
3
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Interest on junior subordinated deferrable interest debentures
|
98
|
|
|
107
|
|
|
100
|
|
|||
Professional fees
|
102
|
|
|
140
|
|
|
148
|
|
|||
Other expenses
|
424
|
|
|
587
|
|
|
352
|
|
|||
Total expenses
|
624
|
|
|
834
|
|
|
600
|
|
|||
Income (loss) before equity in undistributed net income of Subsidiary
|
17,381
|
|
|
2,169
|
|
|
(597
|
)
|
|||
Equity in undistributed net income of Subsidiary, net of distributions
|
(9,414
|
)
|
|
4,993
|
|
|
6,854
|
|
|||
Income before income tax benefit
|
7,967
|
|
|
7,162
|
|
|
6,257
|
|
|||
Benefit from income taxes
|
283
|
|
|
358
|
|
|
220
|
|
|||
Net income
|
8,250
|
|
|
7,520
|
|
|
6,477
|
|
|||
Preferred stock dividend and accretion of discount
|
350
|
|
|
350
|
|
|
486
|
|
|||
Income available to common shareholders
|
$
|
7,900
|
|
|
$
|
7,170
|
|
|
$
|
5,991
|
|
|
|
|
|
|
|
||||||
Comprehensive (loss) income
|
$
|
(1,622
|
)
|
|
$
|
10,982
|
|
|
$
|
9,634
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
8,250
|
|
|
$
|
7,520
|
|
|
$
|
6,477
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|||||
Undistributed net income of subsidiary, net of distributions
|
9,414
|
|
|
(4,993
|
)
|
|
(6,854
|
)
|
|||
Stock-based compensation
|
98
|
|
|
108
|
|
|
196
|
|
|||
Tax benefit from exercise of stock options
|
(17
|
)
|
|
(26
|
)
|
|
(116
|
)
|
|||
Net decrease (increase) in other assets
|
86
|
|
|
(28
|
)
|
|
(50
|
)
|
|||
Net (decrease) increase in other liabilities
|
(198
|
)
|
|
179
|
|
|
(23
|
)
|
|||
Benefit for deferred income taxes
|
(18
|
)
|
|
(15
|
)
|
|
(36
|
)
|
|||
Net cash provided by (used in) operating activities
|
17,615
|
|
|
2,745
|
|
|
(406
|
)
|
|||
Cash flows used in investing activities:
|
|
|
|
|
|
|
|
|
|||
Investment in subsidiary
|
(11,358
|
)
|
|
—
|
|
|
—
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Cash dividend payments on common stock
|
(2,048
|
)
|
|
(480
|
)
|
|
—
|
|
|||
Cash dividend payments on preferred stock
|
(437
|
)
|
|
(350
|
)
|
|
(307
|
)
|
|||
Share repurchase and retirement
|
—
|
|
|
(488
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
789
|
|
|
385
|
|
|
680
|
|
|||
Redemption of preferred stock Series C
|
(7,000
|
)
|
|
—
|
|
|
—
|
|
|||
Warrant purchase
|
—
|
|
|
—
|
|
|
(185
|
)
|
|||
Tax benefit from exercise of stock options
|
17
|
|
|
26
|
|
|
116
|
|
|||
Net cash (used in) provided by financing activities
|
(8,679
|
)
|
|
(907
|
)
|
|
304
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(2,422
|
)
|
|
1,838
|
|
|
(102
|
)
|
|||
Cash and cash equivalents at beginning of year
|
2,807
|
|
|
969
|
|
|
1,071
|
|
|||
Cash and cash equivalents at end of year
|
$
|
385
|
|
|
$
|
2,807
|
|
|
$
|
969
|
|
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
125
|
|
|
$
|
109
|
|
|
$
|
98
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
||||
Redemption of preferred stock Series A and issuance of preferred stock Series C
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,000
|
|
Common stock issued in Visalia Community Bank acquisition
|
12,494
|
|
|
—
|
|
|
—
|
|
|
Q4 2013 (1)
|
|
Q3 2013 (1)
|
|
Q2 2013
|
|
Q1 2013
|
|
Q4 2012
|
|
Q3 2012
|
|
Q2 2012
|
|
Q1 2012
|
||||||||||||||||
Net interest income
|
$
|
9,192
|
|
|
$
|
10,536
|
|
|
$
|
6,878
|
|
|
$
|
6,845
|
|
|
$
|
7,189
|
|
|
$
|
7,572
|
|
|
$
|
7,510
|
|
|
$
|
7,666
|
|
Provision for credit losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
100
|
|
|
400
|
|
||||||||
Net interest income after provision for credit losses
|
9,192
|
|
|
10,536
|
|
|
6,878
|
|
|
6,845
|
|
|
6,989
|
|
|
7,572
|
|
|
7,410
|
|
|
7,266
|
|
||||||||
Total non-interest income
|
1,965
|
|
|
1,813
|
|
|
1,828
|
|
|
2,226
|
|
|
1,829
|
|
|
2,284
|
|
|
1,471
|
|
|
1,658
|
|
||||||||
Total non-interest expense
|
8,538
|
|
|
8,991
|
|
|
7,224
|
|
|
6,933
|
|
|
6,983
|
|
|
6,655
|
|
|
6,718
|
|
|
6,918
|
|
||||||||
Provision for income taxes
|
408
|
|
|
389
|
|
|
195
|
|
|
355
|
|
|
193
|
|
|
745
|
|
|
454
|
|
|
293
|
|
||||||||
Net income
|
$
|
2,211
|
|
|
$
|
2,969
|
|
|
$
|
1,287
|
|
|
$
|
1,783
|
|
|
$
|
1,642
|
|
|
$
|
2,456
|
|
|
$
|
1,709
|
|
|
$
|
1,713
|
|
Net income available to common shareholders
|
$
|
2,123
|
|
|
$
|
2,882
|
|
|
$
|
1,199
|
|
|
$
|
1,696
|
|
|
$
|
1,554
|
|
|
$
|
2,369
|
|
|
$
|
1,622
|
|
|
$
|
1,625
|
|
Basic earnings per share
|
$
|
0.19
|
|
|
$
|
0.26
|
|
|
$
|
0.13
|
|
|
$
|
0.18
|
|
|
$
|
0.16
|
|
|
$
|
0.25
|
|
|
$
|
0.17
|
|
|
$
|
0.17
|
|
Diluted earnings per share
|
$
|
0.19
|
|
|
$
|
0.26
|
|
|
$
|
0.12
|
|
|
$
|
0.18
|
|
|
$
|
0.16
|
|
|
$
|
0.25
|
|
|
$
|
0.17
|
|
|
$
|
0.17
|
|
ITEM 9 -
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A -
|
CONTROLS AND PROCEDURES
|
|
|
CENTRAL VALLEY COMMUNITY BANCORP
|
||
|
|
|
||
|
|
|
||
Date:
|
March 21, 2014
|
|
By:
|
/s/ Daniel J. Doyle
|
|
|
Daniel J. Doyle
|
||
|
|
President and Chief Executive Officer
|
||
|
|
(principal executive officer)
|
||
|
|
|
||
Date:
|
March 21, 2014
|
|
By:
|
/s/ David A. Kinross
|
|
|
David A. Kinross
|
||
|
|
Senior Vice President and Chief Financial Officer
|
||
|
|
(principal accounting officer and principal financial officer)
|
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, 2014
|
|
By:
|
/s/ Daniel J. Doyle
|
|
|
Daniel J. Doyle
|
||
|
|
President and Chief Executive Officer
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||
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(principal executive officer)
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||
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||
Date:
|
March 21, 2014
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By:
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/s/ David A. Kinross
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David A. Kinross
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||
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Senior Vice President and Chief Financial Officer
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||
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(principal accounting officer and principal financial officer)
|
/s/ Daniel J. Doyle
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Date: March 21, 2014
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Daniel J. Doyle,
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President and Chief Executive Officer and Director (principal executive officer)
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/s/ David A. Kinross
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Date: March 21, 2014
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David A. Kinross,
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Senior Vice President and Chief Financial Officer
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(principal accounting officer and principal financial officer)
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Daniel N. Cunningham *
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Date: March 21, 2014
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Daniel N. Cunningham,
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Chairman of the Board and Director
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Sidney B. Cox *
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Date: March 21, 2014
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Sidney B. Cox, Director
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Edwin S. Darden *
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Date: March 21, 2014
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Edwin S. Darden, Director
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F.T. Elliott, IV *
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Date: March 21, 2014
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F.T. Elliott, Director
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Steven D. McDonald *
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Date: March 21, 2014
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Steven D. McDonald, Director
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Louis McMurray *
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Date: March 21, 2014
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Louis McMurray, Director
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William S. Smittcamp *
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Date: March 21, 2014
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William S. Smittcamp, Director
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Joseph B. Weirick *
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Date: March 21, 2014
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Joseph B. Weirick, Director
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* By
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/s/ Daniel J. Doyle
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Date: March 21, 2014
|
Daniel J. Doyle, as
Attorney-in-fact
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Exhibit
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Number
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Exhibit
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2.1
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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.
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2.2
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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.
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3.1
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Certificate of Determination for Preferred Stock (20).
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3.1.1
|
|
Articles of Incorporation of the Company. (1)
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|
|
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3.1.2
|
|
Certificate of Amendment of Articles of Incorporation, dated July 6, 2000. (2)
|
|
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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)*
|
|
|
|
10.99
|
|
Amended Split Dollar Plan Agreement and Endorsement effective March 21, 2012, by and between Central Valley Community Bank and William S. Smittcamp. (22)*
|
|
|
|
10.100
|
|
Amended Split Dollar Plan Agreement and Endorsement effective March 21, 2012, by and between Central Valley Community Bank and Daniel N. Cunningham. (22)*
|
|
|
|
10.101
|
|
Amended Split Dollar Plan Agreement and Endorsement effective March 21, 2012, by and between Central Valley Community Bank and Louis McMurray. (22)*
|
|
|
|
10.102
|
|
Amended Split Dollar Plan Agreement and Endorsement effective March 21, 2012, by and between Central Valley Community Bank and Steven D. McDonald. (22)*
|
|
|
|
10.103
|
|
Amended Split Dollar Plan Agreement and Endorsement effective March 21, 2012, by and between Central Valley Community Bank and Edwin S. Darden. (22)*
|
|
|
|
10.104
|
|
Amended Split Dollar Plan Agreement and Endorsement effective December 18, 2013, by and between Central Valley Community Bank and Daniel N. Cunningham. (23)*
|
|
|
|
10.105
|
|
Amended Split Dollar Plan Agreement and Endorsement effective December 18, 2013, by and between Central Valley Community Bank and Edwin S. Darden. (23)*
|
|
|
|
10.106
|
|
Amended Split Dollar Plan Agreement and Endorsement effective December 18, 2013, by and between Central Valley Community Bank and Louis McMurray. (23)*
|
|
|
|
10.107
|
|
Amended Split Dollar Plan Agreement and Endorsement effective December 18, 2013, by and between Central Valley Community Bank and Steven D. McDonald. (23)*
|
|
|
|
10.108
|
|
Amended Split Dollar Plan Agreement and Endorsement effective December 18, 2013, by and between Central Valley Community Bank and William S. Smittcamp. (23)*
|
|
|
|
10.109
|
|
Employment Agreement by and between Central Valley Community Bank and James M. Ford dated January 23, 2014. (23) *
|
|
|
|
11
|
|
N/A
|
|
|
|
12
|
|
N/A
|
|
|
|
13
|
|
N/A
|
|
|
|
16
|
|
N/A
|
|
|
|
18
|
|
N/A
|
|
|
|
21
|
|
Subsidiaries.
|
|
|
|
22
|
|
N/A
|
|
|
|
23
|
|
Consent of Crowe Horwath 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.
|
|
|
|
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 incorporated herein by reference.
|
(20)
|
Filed as Exhibits to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 and incorporated herein by reference.
|
(21)
|
Filed as Exhibit to Annual Report on Form 10K for the year ended December 31, 2011, filed March 21, 2012 and incorporated herein by reference.
|
(22)
|
Filed as Exhibits to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and incorporated herein by reference.
|
(23)
|
Filed as Exhibits to Annual Report on Form 10K for the year ended December 31, 2013, filed
March 21, 2014
filed here.
|
(a)
|
The Insured is discharged or removed from service as a Director of the Bank for Cause. The term “Cause” shall mean any of the following: (1) gross negligence or gross neglect of duties, (2) the commission of a felony or the commission of a misdemeanor involving moral turpitude, (3) fraud, disloyalty, dishonesty, or willful violation of any law or material policy of the Bank committed in connection with the Director’s service and, in the Bank’s sole judgment, resulting in an adverse effect on the Bank, or
|
(b)
|
Surrender, lapse, or other termination of the Policy by the Bank, or
|
(c)
|
Distribution of the death benefit proceeds in accordance with Section 2.2 above, or
|
(d)
|
Payment in full by the Bank to the Director of the Deferral Account maintained by the Bank pursuant to the Deferred Fee Agreement.
|
(a)
|
interpret the provisions of the Split Dollar Agreement and Endorsement,
|
(b)
|
establish and revise the method of accounting for the Split Dollar Agreement and Endorsement,
|
(c)
|
maintain a record of benefit payments, and
|
(d)
|
establish rules and prescribe forms necessary or desirable to administer the Split Dollar Agreement.
|
(a)
|
If to the Bank, to: Board of Directors
|
(b)
|
If to the Director, to: DANIEL N. CUNNINGHAM
|
DIRECTOR
/s/Daniel N. Cunningham
DANIEL N. CUNNINGHAM
|
CENTRAL VALLEY COMMUNITY BANK
By:
/s/Daniel J. Doyle
Daniel J. Doyle
Its: President & Chief Executive Officer
|
CENTRAL VALLEY COMMUNITY BANK
By:
/s/ Daniel J. Doyle
Daniel J. Doyle
Its: President & Chief Executive Officer
|
|
|
%
|
|
%
|
Contingent
:
|
|
|
%
|
|
%
|
•
|
Please PRINT CLEARLY or TYPE the names of the beneficiaries.
|
•
|
To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.
|
•
|
To name your estate as beneficiary, please write “Estate of [your name]”.
|
•
|
Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.
|
SPOUSAL CONSENT (Required if Spouse not named beneficiary):
I consent to the beneficiary designation above, and acknowledge that if I am named beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.
Spouse Name:
Signature:
Date: _____________
|
(a)
|
The Insured is discharged or removed from service as a Director of the Bank for Cause. The term “Cause” shall mean any of the following: (1) gross negligence or gross neglect of duties, (2) the commission of a felony or the commission of a misdemeanor involving moral turpitude, (3) fraud, disloyalty, dishonesty, or willful violation of any law or material policy of the Bank committed in connection with the Director’s service and, in the Bank’s sole judgment, resulting in an adverse effect on the Bank, or
|
(b)
|
Surrender, lapse, or other termination of the Policy by the Bank, or
|
(c)
|
Distribution of the death benefit proceeds in accordance with Section 2.2 above, or
|
(d)
|
Payment in full by the Bank to the Director of the Deferral Account maintained by the Bank pursuant to the Deferred Fee Agreement.
|
(a)
|
interpret the provisions of the Split Dollar Agreement and Endorsement,
|
(b)
|
establish and revise the method of accounting for the Split Dollar Agreement and Endorsement,
|
(c)
|
maintain a record of benefit payments, and
|
(d)
|
establish rules and prescribe forms necessary or desirable to administer the Split Dollar Agreement.
|
(a)
|
If to the Bank, to: Board of Directors
|
(b)
|
If to the Director, to: EDWIN S. DARDEN, JR.
|
DIRECTOR
/s/Edwin S. Darden, Jr.
EDWIN S. DARDEN, JR.
|
CENTRAL VALLEY COMMUNITY BANK
By:
/s/Daniel J. Doyle
Daniel J. Doyle
Its: President & Chief Executive Officer
|
CENTRAL VALLEY COMMUNITY BANK
By:
/s/ Daniel J. Doyle
Daniel J. Doyle
Its: President & Chief Executive Officer
|
|
|
%
|
|
%
|
Contingent
:
|
|
|
%
|
|
%
|
•
|
Please PRINT CLEARLY or TYPE the names of the beneficiaries.
|
•
|
To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.
|
•
|
To name your estate as beneficiary, please write “Estate of [your name]”.
|
•
|
Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.
|
SPOUSAL CONSENT (Required if Spouse not named beneficiary):
I consent to the beneficiary designation above, and acknowledge that if I am named beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.
Spouse Name:
Signature:
Date: _____________
|
(a)
|
The Insured is discharged or removed from service as a Director of the Bank for Cause. The term “Cause” shall mean any of the following: (1) gross negligence or gross neglect of duties, (2) the commission of a felony or the commission of a misdemeanor involving moral turpitude, (3) fraud, disloyalty, dishonesty, or willful violation of any law or material policy of the Bank committed in connection with the Director’s service and, in the Bank’s sole judgment, resulting in an adverse effect on the Bank, or
|
(b)
|
Surrender, lapse, or other termination of the Policy by the Bank, or
|
(c)
|
Distribution of the death benefit proceeds in accordance with Section 2.2 above, or
|
(d)
|
Payment in full by the Bank to the Director of the Deferral Account maintained by the Bank pursuant to the Deferred Fee Agreement.
|
(a)
|
interpret the provisions of the Split Dollar Agreement and Endorsement,
|
(b)
|
establish and revise the method of accounting for the Split Dollar Agreement and Endorsement,
|
(c)
|
maintain a record of benefit payments, and
|
(d)
|
establish rules and prescribe forms necessary or desirable to administer the Split Dollar Agreement.
|
(a)
|
If to the Bank, to: Board of Directors
|
(b)
|
If to the Director, to: LOUIS McMURRAY
|
DIRECTOR
/s/Louis McMurray
LOUIS McMURRAY
|
CENTRAL VALLEY COMMUNITY BANK
By:
/s/Daniel J. Doyle
Daniel J. Doyle
Its: President & Chief Executive Officer
|
CENTRAL VALLEY COMMUNITY BANK
By:
/s/ Daniel J. Doyle
Daniel J. Doyle
Its: President & Chief Executive Officer
|
|
|
%
|
|
%
|
Contingent
:
|
|
|
%
|
|
%
|
•
|
Please PRINT CLEARLY or TYPE the names of the beneficiaries.
|
•
|
To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.
|
•
|
To name your estate as beneficiary, please write “Estate of [your name]”.
|
•
|
Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.
|
SPOUSAL CONSENT (Required if Spouse not named beneficiary):
I consent to the beneficiary designation above, and acknowledge that if I am named beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.
Spouse Name:
Signature:
Date: _____________
|
(a)
|
The Insured is discharged or removed from service as a Director of the Bank for Cause. The term “Cause” shall mean any of the following: (1) gross negligence or gross neglect of duties, (2) the commission of a felony or the commission of a misdemeanor involving moral turpitude, (3) fraud, disloyalty, dishonesty, or willful violation of any law or material policy of the Bank committed in connection with the Director’s service and, in the Bank’s sole judgment, resulting in an adverse effect on the Bank, or
|
(b)
|
Surrender, lapse, or other termination of the Policy by the Bank, or
|
(c)
|
Distribution of the death benefit proceeds in accordance with Section 2.2 above, or
|
(d)
|
Payment in full by the Bank to the Director of the Deferral Account maintained by the Bank pursuant to the Deferred Fee Agreement.
|
(a)
|
interpret the provisions of the Split Dollar Agreement and Endorsement,
|
(b)
|
establish and revise the method of accounting for the Split Dollar Agreement and Endorsement,
|
(c)
|
maintain a record of benefit payments, and
|
(d)
|
establish rules and prescribe forms necessary or desirable to administer the Split Dollar Agreement.
|
(a)
|
If to the Bank, to: Board of Directors
|
(b)
|
If to the Director, to: STEVEN D. McDONALD
|
DIRECTOR
/s/Steven D. McDonald
STEVEN D. McDONALD
|
CENTRAL VALLEY COMMUNITY BANK
By:
/s/Daniel J. Doyle
Daniel J. Doyle
Its: President & Chief Executive Officer
|
CENTRAL VALLEY COMMUNITY BANK
By:
/s/ Daniel J. Doyle
Daniel J. Doyle
Its: President & Chief Executive Officer
|
|
|
%
|
|
%
|
Contingent
:
|
|
|
%
|
|
%
|
•
|
Please PRINT CLEARLY or TYPE the names of the beneficiaries.
|
•
|
To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.
|
•
|
To name your estate as beneficiary, please write “Estate of [your name]”.
|
•
|
Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.
|
SPOUSAL CONSENT (Required if Spouse not named beneficiary):
I consent to the beneficiary designation above, and acknowledge that if I am named beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.
Spouse Name:
Signature:
Date: _____________
|
(a)
|
The Insured is discharged or removed from service as a Director of the Bank for Cause. The term “Cause” shall mean any of the following: (1) gross negligence or gross neglect of duties, (2) the commission of a felony or the commission of a misdemeanor involving moral turpitude, (3) fraud, disloyalty, dishonesty, or willful violation of any law or material policy of the Bank committed in connection with the Director’s service and, in the Bank’s sole judgment, resulting in an adverse effect on the Bank, or
|
(b)
|
Surrender, lapse, or other termination of the Policy by the Bank, or
|
(c)
|
Distribution of the death benefit proceeds in accordance with Section 2.2 above, or
|
(d)
|
Payment in full by the Bank to the Director of the Deferral Account maintained by the Bank pursuant to the Deferred Fee Agreement.
|
(a)
|
interpret the provisions of the Split Dollar Agreement and Endorsement,
|
(b)
|
establish and revise the method of accounting for the Split Dollar Agreement and Endorsement,
|
(c)
|
maintain a record of benefit payments, and
|
(d)
|
establish rules and prescribe forms necessary or desirable to administer the Split Dollar Agreement.
|
(a)
|
If to the Bank, to: Board of Directors
|
(b)
|
If to the Director, to: WILLIAM S. SMITTCAMP
|
DIRECTOR
/s/William S. Smittcamp
WILLIAM S. SMITTCAMP
|
CENTRAL VALLEY COMMUNITY BANK
By:
/s/Daniel J. Doyle
Daniel J. Doyle
Its: President & Chief Executive Officer
|
CENTRAL VALLEY COMMUNITY BANK
By:
/s/ Daniel J. Doyle
Daniel J. Doyle
Its: President & Chief Executive Officer
|
|
|
%
|
|
%
|
Contingent
:
|
|
|
%
|
|
%
|
•
|
Please PRINT CLEARLY or TYPE the names of the beneficiaries.
|
•
|
To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.
|
•
|
To name your estate as beneficiary, please write “Estate of [your name]”.
|
•
|
Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.
|
SPOUSAL CONSENT (Required if Spouse not named beneficiary):
I consent to the beneficiary designation above, and acknowledge that if I am named beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.
Spouse Name:
Signature:
Date: _____________
|
BANK::
|
CENTRAL VALLEY COMMUNITY BANK
By: /s/DANIEL J. DOYLE
DANIEL J. DOYLE,
Chief Executive Officer
|
EXECUTIVE:
|
/s/JAMES M. FORD
JAMES FORD
|
Name
|
|
State of Incorporation
|
|
|
|
Central Valley Community Bank
|
|
California
|
Service 1
st
Capital Trust I
|
|
Delaware
|
|
/s/ Crowe Horwath LLP
|
|
|
Sacramento, California
|
|
March 21, 2014
|
|
|
|
|
/s/Daniel J. Doyle
|
|
Date: March 21, 2014
|
Daniel J. Doyle,
|
|
|
President and Chief Executive Officer and Director (principal executive officer)
|
|
|
|
|
|
|
|
|
/s/David A. Kinross
|
|
Date: March 21, 2014
|
David A. Kinross,
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(principal accounting officer
and principal financial officer)
|
|
|
|
|
|
/s/Daniel N. Cunningham
|
|
Date: March 21, 2014
|
Daniel N. Cunningham,
|
|
|
Chairman of the Board and Director
|
|
|
|
|
|
/s/Sidney B. Cox
|
|
Date: March 21, 2014
|
Sidney B. Cox,
|
|
|
Director
|
|
|
|
|
|
/s/Edwin S. Darden
|
|
Date: March 21, 2014
|
Edwin S. Darden,
|
|
|
Director
|
|
|
|
|
|
/s/F.T. Elliott, IV
|
|
Date: March 21, 2014
|
F.T. Elliott, IV,
|
|
|
Director
|
|
|
|
|
|
/s/Steven D. McDonald
|
|
Date: March 21, 2014
|
Steven D. McDonald,
|
|
|
Director
|
|
|
|
|
|
/s/Louis McMurray
|
|
Date: March 21, 2014
|
Louis McMurray,
|
|
|
Director
|
|
|
|
|
|
/s/William S. Smittcamp
|
|
Date: March 21, 2014
|
William S. Smittcamp,
|
|
|
Director
|
|
|
|
|
|
/s/Joseph B. Weirick
|
|
Date: March 21, 2014
|
Joseph B. Weirick,
|
|
|
Director
|
|
|
/s/ Daniel J. Doyle
|
|
Date: March 21, 2014
|
Daniel J. Doyle,
|
|
|
/s/ David A. Kinross
|
|
Date: March 21, 2014
|
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
|