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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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Title of Each Class
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Name of Each Exchange on which Registered
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Common Stock, no par value
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NASDAQ Capital Market
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[EXCHANGE]
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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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 13, 2017
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||
[Common Stock, No par value]
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12,195,460
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shares
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ITEM 1 -
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DESCRIPTION OF BUSINESS
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Loans Outstanding
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Loan Commitments
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||||||||||||
(Dollars in thousands)
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Secured
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Unsecured
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Total
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|||||||||
Loans
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$
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197,716
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$
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170,085
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$
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58,020
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$
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228,105
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Number of loans
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60
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26
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86
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•
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the loans must be made on substantially the same terms, including interest rates and collateral, as prevailing at the time for comparable transactions with persons not affiliated with the Bank;
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•
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the Bank must follow credit underwriting procedures at least as stringent as those applicable to comparable transactions with persons who are not affiliated with the Bank; and
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•
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the loans must not involve a greater than normal risk of non-payment or include other features not favorable to the Bank.
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*
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4.5% Common equity Tier 1 to risk-weighted assets, plus the capital conversation buffer, or a minimum ratio of common equity Tier 1 to risk weighted assets of at least 7%;
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*
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6.0% Tier 1 capital to risk-weighted assets, plus the capital conservation buffer, or a minimum Tier 1 capital ratio of at least 8.5%;
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*
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8.0% Total capital to risk-weighted assets, plus the capital conservation buffer, or a minimum total capital ratio of at least 10.5%; and
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Requirement
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Actual
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||||||||
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Adequately Capitalized
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For the Bank to be Well Capitalized
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Bank
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Company
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||||
Total risk-based capital ratio
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8.00
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%
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10.00
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%
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13.57
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%
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13.72
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%
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Tier 1 risk-based capital ratio
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6.00
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%
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8.00
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%
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12.59
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%
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12.74
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%
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Common equity Tier 1 ratio
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4.50
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%
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6.50
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%
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12.59
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%
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12.48
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%
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Tier 1 leverage capital ratio
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4.00
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%
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5.00
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%
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8.64
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%
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8.75
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%
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ITEM 1A -
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RISK FACTORS
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•
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loan delinquencies and defaults may increase;
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•
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problem assets and foreclosures may increase;
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•
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demand for our products and services may decline;
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•
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low cost or noninterest bearing deposits may decrease;
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•
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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;
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•
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foreclosed assets may not be able to be sold;
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•
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volatile securities market conditions could adversely affect valuations of investment portfolio assets; and
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•
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reputational risk may increase due to public sentiment regarding the banking industry.
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•
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inflation;
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•
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recession;
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•
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competition;
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•
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a rise in unemployment;
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•
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tightening money supply;
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•
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international disorder; and
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•
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instability in domestic and foreign financial markets.
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•
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actual or anticipated quarterly fluctuations in our operating results and financial condition;
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•
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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;
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•
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failure to meet analysts’ revenue or earnings estimates;
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•
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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;
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•
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strategic actions by us or our competitors, such as acquisitions, restructurings, dispositions or financings;
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•
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actions by our current shareholders, including sales of common stock by existing shareholders and/or directors and executive officers;
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•
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fluctuations in the stock price and operating results of our competitors;
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•
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future sales of our equity, equity-related or debt securities;
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•
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changes in the frequency or amount of dividends or share repurchases;
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•
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proposed or adopted regulatory changes or developments;
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•
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anticipated or pending investigations, proceedings, or litigation that involves or affects us;
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•
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trading activities in our common stock, including short-selling;
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•
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domestic and international economic factors unrelated to our performance; and
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•
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general market conditions and, in particular, developments related to market conditions for the financial services industry.
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ITEM 1B -
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UNRESOLVED STAFF COMMENTS
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ITEM 2 -
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DESCRIPTION OF PROPERTY.
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ITEM 3 -
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LEGAL PROCEEDINGS.
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ITEM 4 -
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MINE SAFETY DISCLOSURES
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ITEM 5 -
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MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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Quarter 1
2015 |
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Quarter 2
2015 |
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Quarter 3
2015 |
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Quarter 4
2015 |
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Quarter 1
2016 |
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Quarter 2
2016 |
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Quarter 3
2016 |
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Quarter 4
2016 |
||||||||||||||||
High
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$
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12.16
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$
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12.35
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$
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12.50
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$
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12.50
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$
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12.49
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$
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14.64
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$
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16.42
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$
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20.00
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Low
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$
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9.55
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$
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10.25
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$
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10.66
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$
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10.51
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9.45
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10.78
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13.30
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13.75
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Dividends per share
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$
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—
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$
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0.06
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$
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0.06
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$
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0.06
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$
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0.06
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$
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0.06
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$
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0.06
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$
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0.06
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Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
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Weighted-
average exercise
price of
outstanding
options, warrants
and rights
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Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))
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||||
Plan Category
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(a)
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(b)
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(c)
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Equity compensation plans approved by security holders
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202,215
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(1)
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$
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6.87
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829,200
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(2)
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Equity compensation plans not approved by security holders
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N/A
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N/A
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N/A
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Total
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202,215
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$
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6.87
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829,200
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ITEM 6 -
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SELECTED CONSOLIDATED FINANCIAL DATA
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Years Ended December 31,
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||||||||||||||||||
(In thousands, except per share amounts)
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2016
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2015
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2014
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2013
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2012
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||||||||||
Statements of Income
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Total interest income
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$
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46,676
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$
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41,822
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$
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41,039
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$
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34,836
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$
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31,820
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Total interest expense
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1,096
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1,047
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1,156
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1,385
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1,883
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Net interest income before provision for credit losses
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45,580
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40,775
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39,883
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33,451
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29,937
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|||||
(Reversal of) Provision for credit losses
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(5,850
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)
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600
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7,985
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—
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700
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|||||
Net interest income after provision for credit losses
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51,430
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40,175
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31,898
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33,451
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29,237
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|||||
Non-interest income
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9,591
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9,387
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8,164
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7,831
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7,242
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|||||
Non-interest expenses
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38,922
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36,016
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35,338
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31,685
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27,274
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Income before provision for (benefit from) income taxes
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22,099
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13,546
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4,724
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9,597
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9,205
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Provision for (benefit from) income taxes
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6,917
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2,582
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(570
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)
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1,347
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1,685
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Net income
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15,182
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10,964
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5,294
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8,250
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7,520
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Preferred stock dividends and accretion of discount
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—
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—
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—
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350
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350
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|||||
Net income available to common shareholders
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$
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15,182
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$
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10,964
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$
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5,294
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$
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7,900
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$
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7,170
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Basic earnings per share
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$
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1.34
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$
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1.00
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$
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0.48
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$
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0.77
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$
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0.75
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Diluted earnings per share
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$
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1.33
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$
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1.00
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$
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0.48
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$
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0.77
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$
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0.75
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Cash dividends declared per common share
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$
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0.24
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$
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0.18
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$
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0.20
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$
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0.20
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$
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0.05
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|
|
|
December 31,
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||||||||||||||||||
(In thousands)
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2016
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2015
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2014
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2013
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2012
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||||||||||
Balances at end of year:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment securities, Federal funds sold and deposits in other banks
|
|
$
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558,132
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|
|
$
|
580,544
|
|
|
$
|
520,511
|
|
|
$
|
529,398
|
|
|
$
|
424,516
|
|
Net loans
|
|
747,302
|
|
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588,501
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|
|
564,280
|
|
|
503,149
|
|
|
385,185
|
|
|||||
Total deposits
|
|
1,255,979
|
|
|
1,116,267
|
|
|
1,039,152
|
|
|
1,004,143
|
|
|
751,432
|
|
|||||
Total assets
|
|
1,443,323
|
|
|
1,276,736
|
|
|
1,192,183
|
|
|
1,145,635
|
|
|
890,228
|
|
|||||
Shareholders’ equity
|
|
164,033
|
|
|
139,323
|
|
|
131,045
|
|
|
120,043
|
|
|
117,665
|
|
|||||
Earning assets
|
|
1,319,065
|
|
|
1,173,591
|
|
|
1,074,942
|
|
|
1,042,552
|
|
|
801,098
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|
|||||
Average balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment securities, Federal funds sold and deposits in other banks
|
|
$
|
560,860
|
|
|
$
|
529,046
|
|
|
$
|
513,866
|
|
|
$
|
445,859
|
|
|
$
|
368,818
|
|
Net loans
|
|
636,475
|
|
|
577,784
|
|
|
531,382
|
|
|
444,770
|
|
|
394,675
|
|
|||||
Total deposits
|
|
1,144,231
|
|
|
1,065,798
|
|
|
1,006,560
|
|
|
848,493
|
|
|
719,601
|
|
|||||
Total assets
|
|
1,321,007
|
|
|
1,222,526
|
|
|
1,157,483
|
|
|
986,924
|
|
|
853,078
|
|
|||||
Shareholders’ equity
|
|
154,325
|
|
|
135,062
|
|
|
130,414
|
|
|
119,746
|
|
|
114,561
|
|
|||||
Earning assets
|
|
1,210,082
|
|
|
1,112,758
|
|
|
1,052,097
|
|
|
895,330
|
|
|
766,937
|
|
ITEM 7 -
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|||||||||||||||||||||||||||
(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
|
|
$
|
53,514
|
|
|
$
|
289
|
|
|
0.54
|
%
|
|
$
|
64,963
|
|
|
$
|
209
|
|
|
0.32
|
%
|
|
$
|
53,781
|
|
|
$
|
175
|
|
|
0.32
|
%
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable securities
|
|
313,006
|
|
|
5,876
|
|
|
1.88
|
%
|
|
285,585
|
|
|
4,793
|
|
|
1.68
|
%
|
|
296,014
|
|
|
5,538
|
|
|
1.87
|
%
|
||||||
Non-taxable securities (1)
|
|
194,224
|
|
|
9,787
|
|
|
5.04
|
%
|
|
178,247
|
|
|
9,569
|
|
|
5.37
|
%
|
|
163,778
|
|
|
8,837
|
|
|
5.40
|
%
|
||||||
Total investment securities
|
|
507,230
|
|
|
15,663
|
|
|
3.09
|
%
|
|
463,832
|
|
|
14,362
|
|
|
3.10
|
%
|
|
459,792
|
|
|
14,375
|
|
|
3.13
|
%
|
||||||
Federal funds sold
|
|
116
|
|
|
—
|
|
|
0.51
|
%
|
|
251
|
|
|
1
|
|
|
0.25
|
%
|
|
293
|
|
|
1
|
|
|
0.25
|
%
|
||||||
Total securities and interest-earning deposits
|
|
560,860
|
|
|
15,952
|
|
|
2.84
|
%
|
|
529,046
|
|
|
14,572
|
|
|
2.75
|
%
|
|
513,866
|
|
|
14,551
|
|
|
2.83
|
%
|
||||||
Loans (2) (3)
|
|
644,282
|
|
|
34,051
|
|
|
5.29
|
%
|
|
578,899
|
|
|
30,504
|
|
|
5.27
|
%
|
|
533,531
|
|
|
29,493
|
|
|
5.53
|
%
|
||||||
Federal Home Loan Bank stock
|
|
4,940
|
|
|
630
|
|
|
12.75
|
%
|
|
4,813
|
|
|
580
|
|
|
12.05
|
%
|
|
4,700
|
|
|
327
|
|
|
6.96
|
%
|
||||||
Total interest-earning assets
|
|
1,210,082
|
|
|
$
|
50,633
|
|
|
4.18
|
%
|
|
1,112,758
|
|
|
$
|
45,656
|
|
|
4.10
|
%
|
|
1,052,097
|
|
|
$
|
44,371
|
|
|
4.22
|
%
|
|||
Allowance for credit losses
|
|
(10,098
|
)
|
|
|
|
|
|
|
|
(8,978
|
)
|
|
|
|
|
|
|
|
(8,147
|
)
|
|
|
|
|
||||||||
Nonaccrual loans
|
|
2,291
|
|
|
|
|
|
|
|
|
7,863
|
|
|
|
|
|
|
|
|
5,998
|
|
|
|
|
|
||||||||
Cash and due from banks
|
|
23,840
|
|
|
|
|
|
|
|
|
25,019
|
|
|
|
|
|
|
|
|
23,905
|
|
|
|
|
|
||||||||
Bank premises and equipment
|
|
9,053
|
|
|
|
|
|
|
|
|
9,664
|
|
|
|
|
|
|
|
|
10,511
|
|
|
|
|
|
||||||||
Other non-earning assets
|
|
85,839
|
|
|
|
|
|
|
|
|
76,200
|
|
|
|
|
|
|
|
|
73,119
|
|
|
|
|
|
||||||||
Total average assets
|
|
$
|
1,321,007
|
|
|
|
|
|
|
|
|
$
|
1,222,526
|
|
|
|
|
|
|
|
|
$
|
1,157,483
|
|
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Savings and NOW accounts
|
|
$
|
337,804
|
|
|
$
|
317
|
|
|
0.09
|
%
|
|
$
|
300,741
|
|
|
$
|
261
|
|
|
0.09
|
%
|
|
$
|
265,751
|
|
|
$
|
241
|
|
|
0.09
|
%
|
Money market accounts
|
|
249,620
|
|
|
133
|
|
|
0.05
|
%
|
|
227,743
|
|
|
141
|
|
|
0.06
|
%
|
|
229,769
|
|
|
174
|
|
|
0.08
|
%
|
||||||
Time certificates of deposit
|
|
139,656
|
|
|
525
|
|
|
0.38
|
%
|
|
149,383
|
|
|
546
|
|
|
0.37
|
%
|
|
162,218
|
|
|
645
|
|
|
0.40
|
%
|
||||||
Total interest-bearing deposits
|
|
727,080
|
|
|
975
|
|
|
0.13
|
%
|
|
677,867
|
|
|
948
|
|
|
0.14
|
%
|
|
657,738
|
|
|
1,060
|
|
|
0.16
|
%
|
||||||
Other borrowed funds
|
|
5,157
|
|
|
121
|
|
|
2.35
|
%
|
|
5,156
|
|
|
99
|
|
|
1.89
|
%
|
|
5,155
|
|
|
96
|
|
|
1.83
|
%
|
||||||
Total interest-bearing liabilities
|
|
732,237
|
|
|
$
|
1,096
|
|
|
0.15
|
%
|
|
683,023
|
|
|
$
|
1,047
|
|
|
0.15
|
%
|
|
662,893
|
|
|
$
|
1,156
|
|
|
0.17
|
%
|
|||
Non-interest bearing demand deposits
|
|
417,151
|
|
|
|
|
|
|
|
|
387,931
|
|
|
|
|
|
|
|
|
348,822
|
|
|
|
|
|
||||||||
Other liabilities
|
|
17,294
|
|
|
|
|
|
|
|
|
16,510
|
|
|
|
|
|
|
|
|
15,354
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
|
154,325
|
|
|
|
|
|
|
|
|
135,062
|
|
|
|
|
|
|
|
|
130,414
|
|
|
|
|
|
||||||||
Total average liabilities and shareholders’ equity
|
|
$
|
1,321,007
|
|
|
|
|
|
|
|
|
$
|
1,222,526
|
|
|
|
|
|
|
|
|
$
|
1,157,483
|
|
|
|
|
|
|||||
Interest income and rate earned on average earning assets
|
|
|
|
|
$
|
50,633
|
|
|
4.18
|
%
|
|
|
|
|
$
|
45,656
|
|
|
4.10
|
%
|
|
|
|
$
|
44,371
|
|
|
4.22
|
%
|
||||
Interest expense and interest cost related to average interest-bearing liabilities
|
|
|
|
|
1,096
|
|
|
0.15
|
%
|
|
|
|
|
1,047
|
|
|
0.15
|
%
|
|
|
|
1,156
|
|
|
0.17
|
%
|
|||||||
Net interest income and net interest margin (4)
|
|
|
|
|
$
|
49,537
|
|
|
4.09
|
%
|
|
|
|
|
$
|
44,609
|
|
|
4.01
|
%
|
|
|
|
$
|
43,215
|
|
|
4.11
|
%
|
(1)
|
Interest income is calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling
$3,327
,
$3,254
, and
$3,005
in
2016
,
2015
, and
2014
, respectively.
|
(2)
|
Loan interest income includes loan fees of
$134
in
2016
,
$255
in
2015
, and
$272
in
2014
.
|
(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.
|
Changes in Volume/Rate
|
|
For the Years Ended December 31, 2016 Compared to 2015
|
|
For the Years Ended December 31, 2015 Compared to 2014
|
||||||||||||||||||||
(In thousands)
|
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
Increase (decrease) due to changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest-earning deposits in other banks
|
|
$
|
(36
|
)
|
|
$
|
116
|
|
|
$
|
80
|
|
|
$
|
36
|
|
|
$
|
(2
|
)
|
|
$
|
34
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
|
460
|
|
|
623
|
|
|
1,083
|
|
|
(195
|
)
|
|
(550
|
)
|
|
(745
|
)
|
||||||
Non-taxable (1)
|
|
857
|
|
|
(639
|
)
|
|
218
|
|
|
780
|
|
|
(48
|
)
|
|
732
|
|
||||||
Total investment securities
|
|
1,317
|
|
|
(16
|
)
|
|
1,301
|
|
|
585
|
|
|
(598
|
)
|
|
(13
|
)
|
||||||
Federal funds sold
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Loans
|
|
3,446
|
|
|
101
|
|
|
3,547
|
|
|
2,507
|
|
|
(1,496
|
)
|
|
1,011
|
|
||||||
FHLB Stock
|
|
16
|
|
|
34
|
|
|
50
|
|
|
7
|
|
|
246
|
|
|
253
|
|
||||||
Total earning assets (1)
|
|
4,742
|
|
|
235
|
|
|
4,977
|
|
|
3,135
|
|
|
(1,850
|
)
|
|
1,285
|
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Savings, NOW and MMA
|
|
46
|
|
|
2
|
|
|
48
|
|
|
30
|
|
|
(43
|
)
|
|
(13
|
)
|
||||||
Time certificate of deposits
|
|
(36
|
)
|
|
14
|
|
|
(22
|
)
|
|
(53
|
)
|
|
(46
|
)
|
|
(99
|
)
|
||||||
Total interest-bearing deposits
|
|
10
|
|
|
16
|
|
|
26
|
|
|
(23
|
)
|
|
(89
|
)
|
|
(112
|
)
|
||||||
Other borrowed funds
|
|
—
|
|
|
22
|
|
|
22
|
|
|
1
|
|
|
2
|
|
|
3
|
|
||||||
Total interest bearing liabilities
|
|
10
|
|
|
38
|
|
|
48
|
|
|
(22
|
)
|
|
(87
|
)
|
|
(109
|
)
|
||||||
Net interest income (1)
|
|
$
|
4,732
|
|
|
$
|
197
|
|
|
$
|
4,929
|
|
|
$
|
3,157
|
|
|
$
|
(1,763
|
)
|
|
$
|
1,394
|
|
Loan Type
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Commercial:
|
|
|
|
|
||||
Commercial and industrial
|
|
$
|
1,884
|
|
|
$
|
3,143
|
|
Agricultural land and production
|
|
296
|
|
|
419
|
|
||
Real estate:
|
|
|
|
|
||||
Owner occupied
|
|
1,408
|
|
|
1,556
|
|
||
Real estate construction and other land loans
|
|
698
|
|
|
694
|
|
||
Commercial real estate
|
|
1,969
|
|
|
1,686
|
|
||
Agricultural real estate
|
|
1,969
|
|
|
1,149
|
|
||
Other real estate
|
|
156
|
|
|
119
|
|
||
Consumer:
|
|
|
|
|
||||
Equity loans and lines of credit
|
|
483
|
|
|
500
|
|
||
Consumer and installment
|
|
369
|
|
|
234
|
|
||
Unallocated reserves
|
|
94
|
|
|
110
|
|
||
Total allowance for credit losses
|
|
$
|
9,326
|
|
|
$
|
9,610
|
|
For the years ended December 31,
(Dollars in thousands)
|
|
Other
Expense
2016
|
|
%
Average
Assets
|
|
Other
Expense
2015
|
|
%
Average
Assets
|
|
Other
Expense
2014
|
|
%
Average
Assets
|
|||||||||
Stationery/supplies
|
|
$
|
247
|
|
|
0.02
|
%
|
|
$
|
269
|
|
|
0.02
|
%
|
|
$
|
266
|
|
|
0.02
|
%
|
Amortization of software
|
|
257
|
|
|
0.02
|
%
|
|
240
|
|
|
0.02
|
%
|
|
224
|
|
|
0.02
|
%
|
|||
Director fees and related expenses
|
|
333
|
|
|
0.03
|
%
|
|
306
|
|
|
0.03
|
%
|
|
262
|
|
|
0.02
|
%
|
|||
Telephone
|
|
357
|
|
|
0.03
|
%
|
|
292
|
|
|
0.02
|
%
|
|
230
|
|
|
0.02
|
%
|
|||
Postage
|
|
200
|
|
|
0.02
|
%
|
|
212
|
|
|
0.02
|
%
|
|
238
|
|
|
0.02
|
%
|
|||
Armored courier fees
|
|
227
|
|
|
0.02
|
%
|
|
218
|
|
|
0.02
|
%
|
|
221
|
|
|
0.01
|
%
|
|||
Risk management expense
|
|
150
|
|
|
0.01
|
%
|
|
163
|
|
|
0.01
|
%
|
|
207
|
|
|
0.01
|
%
|
|||
Loss on sale or write-down of assets
|
|
4
|
|
|
—
|
%
|
|
6
|
|
|
—
|
%
|
|
201
|
|
|
—
|
%
|
|||
Donations
|
|
171
|
|
|
0.01
|
%
|
|
185
|
|
|
0.02
|
%
|
|
179
|
|
|
0.01
|
%
|
|||
Personnel other
|
|
161
|
|
|
0.01
|
%
|
|
173
|
|
|
0.01
|
%
|
|
154
|
|
|
0.01
|
%
|
|||
Credit card expense
|
|
196
|
|
|
0.01
|
%
|
|
124
|
|
|
0.01
|
%
|
|
95
|
|
|
0.01
|
%
|
|||
Education/training
|
|
154
|
|
|
0.01
|
%
|
|
148
|
|
|
0.01
|
%
|
|
135
|
|
|
0.01
|
%
|
|||
General insurance
|
|
159
|
|
|
0.01
|
%
|
|
150
|
|
|
0.01
|
%
|
|
141
|
|
|
0.01
|
%
|
|||
Appraisal fees
|
|
86
|
|
|
0.01
|
%
|
|
66
|
|
|
0.01
|
%
|
|
130
|
|
|
0.01
|
%
|
|||
Operating losses
|
|
175
|
|
|
0.01
|
%
|
|
56
|
|
|
—
|
%
|
|
53
|
|
|
0.01
|
%
|
|||
Other
|
|
924
|
|
|
0.07
|
%
|
|
1,057
|
|
|
0.09
|
%
|
|
1,229
|
|
|
0.14
|
%
|
|||
Total other non-interest expense
|
|
$
|
3,801
|
|
|
0.29
|
%
|
|
$
|
3,665
|
|
|
0.30
|
%
|
|
$
|
3,965
|
|
|
0.32
|
%
|
Available-for-Sale Securities
|
|
Amortized Cost at December 31,
|
||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
U.S. Government agencies
|
|
$
|
69,005
|
|
|
$
|
52,803
|
|
|
$
|
33,088
|
|
Obligations of states and political subdivisions
|
|
288,543
|
|
|
181,785
|
|
|
143,343
|
|
|||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
181,785
|
|
|
225,636
|
|
|
236,629
|
|
|||
Private label residential mortgage backed securities
|
|
1,807
|
|
|
2,356
|
|
|
3,079
|
|
|||
Other equity securities
|
|
7,500
|
|
|
7,500
|
|
|
7,500
|
|
|||
Total Available-for-Sale Securities
|
|
$
|
548,640
|
|
|
$
|
470,080
|
|
|
$
|
423,639
|
|
|
|
|
|
|
|
|
||||||
Held-to-Maturity Securities
|
|
|
|
|
|
|
||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Obligations of states and political subdivisions
|
|
$
|
—
|
|
|
$
|
31,712
|
|
|
$
|
31,964
|
|
(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(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. Government agencies
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
10,745
|
|
|
4.40
|
%
|
|
$
|
58,260
|
|
|
4.30
|
%
|
|
$
|
69,005
|
|
|
4.31
|
%
|
Obligations of states and political subdivisions (2)
|
|
—
|
|
|
—
|
|
|
15,145
|
|
|
3.49
|
%
|
|
35,667
|
|
|
3.97
|
%
|
|
237,731
|
|
|
4.78
|
%
|
|
288,543
|
|
|
4.61
|
%
|
|||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
—
|
|
|
—
|
|
|
2,709
|
|
|
4.54
|
%
|
|
3,190
|
|
|
3.48
|
%
|
|
175,886
|
|
|
3.81
|
%
|
|
181,785
|
|
|
3.81
|
%
|
|||||
Private label residential mortgage backed securities
|
|
—
|
|
|
—
|
|
|
142
|
|
|
4.74
|
%
|
|
4
|
|
|
5.00
|
%
|
|
1,661
|
|
|
5.91
|
%
|
|
1,807
|
|
|
5.81
|
%
|
|||||
Other equity securities
|
|
7,500
|
|
|
2.27
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,500
|
|
|
2.27
|
%
|
|||||
|
|
$
|
7,500
|
|
|
2.27
|
%
|
|
$
|
17,996
|
|
|
3.66
|
%
|
|
$
|
49,606
|
|
|
4.03
|
%
|
|
$
|
473,538
|
|
|
4.36
|
%
|
|
$
|
548,640
|
|
|
4.31
|
%
|
(1)
|
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.
|
(2)
|
Not computed on a tax equivalent basis.
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||||||
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
|
|
$
|
88,652
|
|
|
11.7
|
%
|
|
$
|
102,197
|
|
|
17.1
|
%
|
|
$
|
89,007
|
|
|
15.5
|
%
|
|
$
|
87,082
|
|
|
17.0
|
%
|
|
$
|
77,956
|
|
|
19.7
|
%
|
Agricultural land and production
|
|
25,509
|
|
|
3.4
|
%
|
|
30,472
|
|
|
5.1
|
%
|
|
39,140
|
|
|
6.8
|
%
|
|
31,649
|
|
|
6.1
|
%
|
|
26,599
|
|
|
6.7
|
%
|
|||||
Total commercial
|
|
114,161
|
|
|
15.1
|
%
|
|
132,669
|
|
|
22.2
|
%
|
|
128,147
|
|
|
22.3
|
%
|
|
118,731
|
|
|
23.1
|
%
|
|
104,555
|
|
|
26.4
|
%
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Owner occupied
|
|
191,665
|
|
|
25.3
|
%
|
|
168,910
|
|
|
28.2
|
%
|
|
176,804
|
|
|
30.9
|
%
|
|
156,781
|
|
|
30.6
|
%
|
|
114,444
|
|
|
28.9
|
%
|
|||||
Real estate-construction and other land loans
|
|
69,200
|
|
|
9.1
|
%
|
|
38,685
|
|
|
6.5
|
%
|
|
38,923
|
|
|
6.8
|
%
|
|
42,329
|
|
|
8.3
|
%
|
|
33,199
|
|
|
8.4
|
%
|
|||||
Commercial real estate
|
|
184,225
|
|
|
24.3
|
%
|
|
117,244
|
|
|
19.6
|
%
|
|
106,788
|
|
|
18.7
|
%
|
|
86,117
|
|
|
16.8
|
%
|
|
53,797
|
|
|
13.6
|
%
|
|||||
Agricultural real estate
|
|
86,761
|
|
|
11.5
|
%
|
|
74,867
|
|
|
12.5
|
%
|
|
57,501
|
|
|
10.0
|
%
|
|
44,164
|
|
|
8.6
|
%
|
|
28,400
|
|
|
7.2
|
%
|
|||||
Other real estate
|
|
18,945
|
|
|
2.7
|
%
|
|
10,520
|
|
|
1.8
|
%
|
|
6,611
|
|
|
1.2
|
%
|
|
4,548
|
|
|
0.9
|
%
|
|
8,098
|
|
|
2.0
|
%
|
|||||
Total real estate
|
|
550,796
|
|
|
72.9
|
%
|
|
410,226
|
|
|
68.6
|
%
|
|
386,627
|
|
|
67.6
|
%
|
|
333,939
|
|
|
65.2
|
%
|
|
237,938
|
|
|
60.1
|
%
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity loans and lines of credit
|
|
64,494
|
|
|
8.5
|
%
|
|
42,296
|
|
|
7.1
|
%
|
|
47,575
|
|
|
8.3
|
%
|
|
48,594
|
|
|
9.5
|
%
|
|
42,932
|
|
|
10.9
|
%
|
|||||
Consumer and installment
|
|
25,910
|
|
|
3.5
|
%
|
|
12,503
|
|
|
2.1
|
%
|
|
10,093
|
|
|
1.8
|
%
|
|
11,252
|
|
|
2.2
|
%
|
|
10,346
|
|
|
2.6
|
%
|
|||||
Total consumer
|
|
90,404
|
|
|
12.0
|
%
|
|
54,799
|
|
|
9.2
|
%
|
|
57,668
|
|
|
10.1
|
%
|
|
59,846
|
|
|
11.7
|
%
|
|
53,278
|
|
|
13.5
|
%
|
|||||
Deferred loan fees, net
|
|
1,267
|
|
|
|
|
|
417
|
|
|
|
|
|
146
|
|
|
|
|
(159
|
)
|
|
|
|
(453
|
)
|
|
|
||||||||
Total gross loans (1)
|
|
756,628
|
|
|
100.0
|
%
|
|
598,111
|
|
|
100.0
|
%
|
|
572,588
|
|
|
100.0
|
%
|
|
512,357
|
|
|
100.0
|
%
|
|
395,318
|
|
|
100.0
|
%
|
|||||
Allowance for credit losses
|
|
(9,326
|
)
|
|
|
|
|
(9,610
|
)
|
|
|
|
|
(8,308
|
)
|
|
|
|
(9,208
|
)
|
|
|
|
(10,133
|
)
|
|
|
||||||||
Total loans (1)
|
|
$
|
747,302
|
|
|
|
|
|
$
|
588,501
|
|
|
|
|
|
$
|
564,280
|
|
|
|
|
$
|
503,149
|
|
|
|
|
$
|
385,185
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(1) Includes nonaccrual loans of:
|
|
$
|
2,180
|
|
|
|
|
$
|
2,413
|
|
|
|
|
$
|
14,052
|
|
|
|
|
$
|
7,586
|
|
|
|
|
$
|
9,695
|
|
|
|
(In thousands)
|
|
One Year or
Less |
|
After One
Through Five Years |
|
After Five
Years |
|
Total
|
||||||||
Loan Maturities:
|
|
|
|
|
|
|
|
|
||||||||
Commercial and agricultural
|
|
$
|
73,243
|
|
|
$
|
21,694
|
|
|
$
|
19,224
|
|
|
$
|
114,161
|
|
Real estate construction and other land loans
|
|
55,809
|
|
|
4,162
|
|
|
9,229
|
|
|
69,200
|
|
||||
Other real estate
|
|
47,152
|
|
|
69,067
|
|
|
365,377
|
|
|
481,596
|
|
||||
Consumer and installment
|
|
9,994
|
|
|
8,464
|
|
|
71,946
|
|
|
90,404
|
|
||||
|
|
$
|
186,198
|
|
|
$
|
103,387
|
|
|
$
|
465,776
|
|
|
$
|
755,361
|
|
Sensitivity to Changes in Interest Rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans with fixed interest rates
|
|
$
|
56,936
|
|
|
$
|
67,120
|
|
|
$
|
59,980
|
|
|
$
|
184,036
|
|
Loans with floating interest rates (1)
|
|
129,262
|
|
|
36,268
|
|
|
405,795
|
|
|
571,325
|
|
||||
|
|
$
|
186,198
|
|
|
$
|
103,388
|
|
|
$
|
465,775
|
|
|
$
|
755,361
|
|
|
|
|
|
|
|
|
|
|
||||||||
(1) Includes floating rate loans which are currently at their floor rate in accordance with their respective loan agreement
|
|
$
|
26,084
|
|
|
$
|
32,228
|
|
|
$
|
284,506
|
|
|
$
|
342,818
|
|
(As of December 31, Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Nonaccrual Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
|
$
|
447
|
|
|
$
|
—
|
|
|
$
|
7,265
|
|
|
$
|
335
|
|
|
$
|
—
|
|
Owner occupied real estate
|
|
87
|
|
|
324
|
|
|
1,363
|
|
|
1,777
|
|
|
213
|
|
|||||
Agricultural real estate
|
|
—
|
|
|
—
|
|
|
360
|
|
|
—
|
|
|
—
|
|
|||||
Commercial real estate
|
|
1,082
|
|
|
567
|
|
|
1,468
|
|
|
158
|
|
|
—
|
|
|||||
Equity loans and line of credit
|
|
526
|
|
|
172
|
|
|
1,751
|
|
|
721
|
|
|
237
|
|
|||||
Consumer and installment
|
|
18
|
|
|
13
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|||||
Restructured loans (non-accruing):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
|
—
|
|
|
29
|
|
|
—
|
|
|
1,192
|
|
|
—
|
|
|||||
Owner occupied
|
|
20
|
|
|
23
|
|
|
—
|
|
|
384
|
|
|
1,362
|
|
|||||
Real estate construction and other land loans
|
|
—
|
|
|
—
|
|
|
547
|
|
|
1,450
|
|
|
6,288
|
|
|||||
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity loans and line of credit
|
|
—
|
|
|
1,285
|
|
|
1,279
|
|
|
1,565
|
|
|
1,595
|
|
|||||
Consumer and Installment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|||||
Total nonaccrual
|
|
2,180
|
|
|
2,413
|
|
|
14,052
|
|
|
7,586
|
|
|
9,695
|
|
|||||
Accruing loans past due 90 days or more
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total nonperforming loans
|
|
$
|
2,180
|
|
|
$
|
2,413
|
|
|
$
|
14,052
|
|
|
$
|
7,586
|
|
|
$
|
9,695
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest foregone
|
|
$
|
245
|
|
|
$
|
340
|
|
|
$
|
716
|
|
|
$
|
661
|
|
|
$
|
693
|
|
Nonperforming loans to total loans
|
|
0.29
|
%
|
|
0.40
|
%
|
|
2.45
|
%
|
|
1.48
|
%
|
|
2.45
|
%
|
|||||
Accruing loans past due 90 days or more
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accruing troubled debt restructurings
|
|
$
|
3,089
|
|
|
$
|
4,286
|
|
|
$
|
4,774
|
|
|
$
|
5,771
|
|
|
$
|
7,410
|
|
Ratio of nonperforming loans to allowance for credit losses
|
|
23.38
|
%
|
|
25.11
|
%
|
|
169.14
|
%
|
|
82.38
|
%
|
|
95.68
|
%
|
|||||
Loans considered to be impaired
|
|
$
|
5,269
|
|
|
$
|
6,699
|
|
|
$
|
18,826
|
|
|
$
|
13,357
|
|
|
$
|
17,105
|
|
Related allowance for credit losses on impaired loans
|
|
$
|
307
|
|
|
$
|
164
|
|
|
$
|
612
|
|
|
$
|
1,007
|
|
|
$
|
510
|
|
(In thousands)
|
|
Balances December 31, 2015
|
|
Additions to Nonaccrual Loans
|
|
Net Pay Downs
|
|
Transfer to Foreclosed Collateral
|
|
Returns to Accrual Status
|
|
Charge Offs
|
|
Balances December 31, 2016
|
||||||||||||||
Non-accrual loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
1,741
|
|
|
$
|
(405
|
)
|
|
$
|
(321
|
)
|
|
$
|
—
|
|
|
$
|
(568
|
)
|
|
$
|
447
|
|
Real estate
|
|
891
|
|
|
832
|
|
|
(387
|
)
|
|
—
|
|
|
(167
|
)
|
|
—
|
|
|
1,169
|
|
|||||||
Real estate construction and land development
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Agricultural real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Equity loans and lines of credit
|
|
172
|
|
|
608
|
|
|
(128
|
)
|
|
—
|
|
|
(30
|
)
|
|
(96
|
)
|
|
526
|
|
|||||||
Consumer
|
|
13
|
|
|
72
|
|
|
(8
|
)
|
|
(41
|
)
|
|
—
|
|
|
(18
|
)
|
|
18
|
|
|||||||
Restructured loans (non-accruing):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
29
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Real estate
|
|
23
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||
Real estate construction and land development
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Equity loans and lines of credit
|
|
1,285
|
|
|
—
|
|
|
(1,285
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total non-accrual
|
|
$
|
2,413
|
|
|
$
|
3,253
|
|
|
$
|
(2,245
|
)
|
|
$
|
(362
|
)
|
|
$
|
(197
|
)
|
|
$
|
(682
|
)
|
|
$
|
2,180
|
|
|
|
Years Ended December 31,
|
||||||
(In thousands)
|
|
2016
|
|
2015
|
||||
Balance, beginning of year
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions
|
|
—
|
|
|
227
|
|
||
1st lien assumed upon foreclosure
|
|
—
|
|
|
121
|
|
||
Dispositions
|
|
—
|
|
|
(359
|
)
|
||
Write-downs
|
|
—
|
|
|
—
|
|
||
Net gain on disposition
|
|
—
|
|
|
11
|
|
||
Balance, end of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||||||
Loan Type
(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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial and industrial
|
|
$
|
1,884
|
|
|
11.7
|
%
|
|
$
|
3,143
|
|
|
17.1
|
%
|
|
$
|
2,753
|
|
|
15.5
|
%
|
|
$
|
1,928
|
|
|
17
|
%
|
|
$
|
2,071
|
|
|
19.7
|
%
|
Agricultural land and production
|
|
296
|
|
|
3.4
|
%
|
|
419
|
|
|
5.1
|
%
|
|
377
|
|
|
6.8
|
%
|
|
516
|
|
|
6.1
|
%
|
|
605
|
|
|
6.7
|
%
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Owner occupied
|
|
1,408
|
|
|
25.3
|
%
|
|
1,556
|
|
|
28.2
|
%
|
|
1,380
|
|
|
30.9
|
%
|
|
1,697
|
|
|
30.6
|
%
|
|
2,153
|
|
|
28.9
|
%
|
|||||
Real estate construction and other land loans
|
|
698
|
|
|
9.1
|
%
|
|
694
|
|
|
6.5
|
%
|
|
837
|
|
|
6.8
|
%
|
|
1,289
|
|
|
8.3
|
%
|
|
1,035
|
|
|
8.4
|
%
|
|||||
Commercial real estate
|
|
1,969
|
|
|
24.3
|
%
|
|
1,686
|
|
|
19.6
|
%
|
|
1,201
|
|
|
18.7
|
%
|
|
1,406
|
|
|
16.8
|
%
|
|
1,886
|
|
|
13.6
|
%
|
|||||
Agricultural real estate
|
|
1,969
|
|
|
11.5
|
%
|
|
1,149
|
|
|
12.5
|
%
|
|
564
|
|
|
10
|
%
|
|
672
|
|
|
8.6
|
%
|
|
646
|
|
|
7.2
|
%
|
|||||
Other real estate
|
|
156
|
|
|
2.7
|
%
|
|
119
|
|
|
1.8
|
%
|
|
76
|
|
|
1.2
|
%
|
|
110
|
|
|
0.9
|
%
|
|
157
|
|
|
2
|
%
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Equity loans and lines of credit
|
|
483
|
|
|
8.5
|
%
|
|
500
|
|
|
7.1
|
%
|
|
811
|
|
|
8.3
|
%
|
|
874
|
|
|
9.5
|
%
|
|
1,158
|
|
|
10.9
|
%
|
|||||
Consumer and installment
|
|
369
|
|
|
3.5
|
%
|
|
234
|
|
|
2.1
|
%
|
|
267
|
|
|
1.8
|
%
|
|
294
|
|
|
2.2
|
%
|
|
383
|
|
|
2.6
|
%
|
|||||
Unallocated reserves
|
|
94
|
|
|
|
|
110
|
|
|
|
|
42
|
|
|
|
|
422
|
|
|
|
|
39
|
|
|
|
||||||||||
Total allowance for credit losses
|
|
$
|
9,326
|
|
|
100
|
%
|
|
$
|
9,610
|
|
|
100
|
%
|
|
$
|
8,308
|
|
|
100
|
%
|
|
$
|
9,208
|
|
|
100
|
%
|
|
$
|
10,133
|
|
|
100
|
%
|
(Dollars in thousands)
|
|
December 31,
2016 |
|
% of Total
Deposits
|
|
Effective
Rate
|
|
December 31,
2015 |
|
% of Total
Deposits
|
|
Effective
Rate
|
||||||||
NOW accounts
|
|
$
|
247,623
|
|
|
19.7
|
%
|
|
0.12
|
%
|
|
$
|
227,167
|
|
|
20.4
|
%
|
|
0.10
|
%
|
MMA accounts
|
|
250,749
|
|
|
19.9
|
%
|
|
0.05
|
%
|
|
239,241
|
|
|
21.4
|
%
|
|
0.06
|
%
|
||
Time deposits
|
|
156,694
|
|
|
12.5
|
%
|
|
0.38
|
%
|
|
139,703
|
|
|
12.5
|
%
|
|
0.37
|
%
|
||
Savings deposits
|
|
105,098
|
|
|
8.4
|
%
|
|
0.03
|
%
|
|
81,383
|
|
|
7.3
|
%
|
|
0.04
|
%
|
||
Total interest-bearing
|
|
760,164
|
|
|
60.5
|
%
|
|
0.13
|
%
|
|
687,494
|
|
|
61.6
|
%
|
|
0.14
|
%
|
||
Non-interest bearing
|
|
495,815
|
|
|
39.5
|
%
|
|
|
|
|
428,773
|
|
|
38.4
|
%
|
|
|
|
||
Total deposits
|
|
$
|
1,255,979
|
|
|
100.0
|
%
|
|
|
|
|
$
|
1,116,267
|
|
|
100.0
|
%
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
(Dollars in thousands)
|
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|||||||||
NOW accounts
|
|
$
|
246,770
|
|
|
0.12
|
%
|
|
$
|
222,839
|
|
|
0.10
|
%
|
|
$
|
197,630
|
|
|
0.11
|
%
|
Money market accounts
|
|
$
|
249,620
|
|
|
0.05
|
%
|
|
$
|
227,743
|
|
|
0.06
|
%
|
|
$
|
229,769
|
|
|
0.08
|
%
|
Time certificates of deposit
|
|
$
|
139,656
|
|
|
0.38
|
%
|
|
$
|
149,383
|
|
|
0.37
|
%
|
|
$
|
162,218
|
|
|
0.40
|
%
|
Non-interest bearing demand
|
|
$
|
417,151
|
|
|
—
|
|
|
$
|
387,931
|
|
|
—
|
|
|
$
|
348,822
|
|
|
—
|
|
Total deposits
|
|
$
|
1,144,231
|
|
|
0.09
|
%
|
|
$
|
1,065,798
|
|
|
0.09
|
%
|
|
$
|
1,006,560
|
|
|
0.11
|
%
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||
Tier 1 Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
122,601
|
|
|
8.75
|
%
|
|
$
|
105,825
|
|
|
8.65
|
%
|
Minimum regulatory requirement
|
|
$
|
56,057
|
|
|
4.00
|
%
|
|
$
|
48,950
|
|
|
4.00
|
%
|
Central Valley Community Bank
|
|
$
|
121,079
|
|
|
8.64
|
%
|
|
$
|
104,878
|
|
|
8.58
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
70,080
|
|
|
5.00
|
%
|
|
$
|
61,148
|
|
|
5.00
|
%
|
Minimum regulatory requirement
|
|
$
|
56,064
|
|
|
4.00
|
%
|
|
$
|
48,918
|
|
|
4.00
|
%
|
Common Equity Tier 1 Ratio
|
|
|
|
|
|
|
|
|
||||||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
120,080
|
|
|
12.48
|
%
|
|
$
|
103,152
|
|
|
13.44
|
%
|
Minimum regulatory requirement
|
|
$
|
43,426
|
|
|
4.50
|
%
|
|
$
|
34,650
|
|
|
4.50
|
%
|
Central Valley Community Bank
|
|
$
|
121,079
|
|
|
12.59
|
%
|
|
$
|
104,878
|
|
|
13.67
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
62,665
|
|
|
6.50
|
%
|
|
$
|
50,017
|
|
|
6.50
|
%
|
Minimum regulatory requirement
|
|
$
|
43,383
|
|
|
4.50
|
%
|
|
$
|
34,627
|
|
|
4.50
|
%
|
Tier 1 Risk-Based Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
122,601
|
|
|
12.74
|
%
|
|
$
|
105,825
|
|
|
13.79
|
%
|
Minimum regulatory requirement
|
|
$
|
57,901
|
|
|
6.00
|
%
|
|
$
|
46,200
|
|
|
6.00
|
%
|
Central Valley Community Bank
|
|
$
|
121,079
|
|
|
12.59
|
%
|
|
$
|
104,878
|
|
|
13.67
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
77,126
|
|
|
8.00
|
%
|
|
$
|
61,560
|
|
|
8.00
|
%
|
Minimum regulatory requirement
|
|
$
|
57,845
|
|
|
6.00
|
%
|
|
$
|
46,170
|
|
|
6.00
|
%
|
Total Risk-Based Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
132,052
|
|
|
13.72
|
%
|
|
$
|
115,466
|
|
|
15.04
|
%
|
Minimum regulatory requirement
|
|
$
|
77,202
|
|
|
8.00
|
%
|
|
$
|
61,601
|
|
|
8.00
|
%
|
Central Valley Community Bank
|
|
$
|
130,530
|
|
|
13.57
|
%
|
|
$
|
114,513
|
|
|
14.93
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
96,408
|
|
|
10.00
|
%
|
|
$
|
76,949
|
|
|
10.00
|
%
|
Minimum regulatory requirement
|
|
$
|
77,126
|
|
|
8.00
|
%
|
|
$
|
61,560
|
|
|
8.00
|
%
|
Credit Lines (In thousands)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Unsecured Credit Lines (interest rate varies with market):
|
|
|
|
|
|
|
||
Credit limit
|
|
$
|
40,000
|
|
|
$
|
40,000
|
|
Balance outstanding
|
|
$
|
400
|
|
|
$
|
—
|
|
Federal Home Loan Bank (interest rate at prevailing interest rate):
|
|
|
|
|
|
|
||
Credit limit
|
|
351,713
|
|
|
308,356
|
|
||
Balance outstanding
|
|
$
|
—
|
|
|
$
|
—
|
|
Collateral pledged
|
|
$
|
175,160
|
|
|
$
|
215,223
|
|
Fair value of collateral
|
|
$
|
175,218
|
|
|
$
|
215,307
|
|
Federal Reserve Bank (interest rate at prevailing discount interest rate):
|
|
|
|
|
|
|
||
Credit limit
|
|
$
|
9,102
|
|
|
$
|
2,328
|
|
Balance outstanding
|
|
$
|
—
|
|
|
$
|
—
|
|
Collateral pledged
|
|
$
|
2,407
|
|
|
$
|
2,578
|
|
Fair value of collateral
|
|
$
|
2,436
|
|
|
$
|
2,598
|
|
(In thousands)
|
Less Than One Year
|
|
One to Three Years
|
|
Three to Five Years
|
|
After Five Years
|
|
Total
|
||||||||||
Deposits
|
$
|
1,232,953
|
|
|
$
|
19,089
|
|
|
$
|
3,225
|
|
|
$
|
712
|
|
|
$
|
1,255,979
|
|
Subordinated debentures
|
—
|
|
|
—
|
|
|
—
|
|
|
5,155
|
|
|
5,155
|
|
|||||
Operating leases
|
2,350
|
|
|
3,498
|
|
|
2,267
|
|
|
1,425
|
|
|
9,540
|
|
|||||
Total
|
$
|
1,235,303
|
|
|
$
|
22,587
|
|
|
$
|
5,492
|
|
|
$
|
7,292
|
|
|
$
|
1,270,674
|
|
Hypothetical Change in Rates (Dollars in thousands)
|
|
Projected Net Interest Income
|
|
$ Change from Rates at December 31, 2016
|
|
% Change from Rates at December 31, 2016
|
|||||
Up 400 bps
|
|
$
|
64,907
|
|
|
$
|
10,788
|
|
|
19.93
|
%
|
Up 300 bps
|
|
62,135
|
|
|
8,016
|
|
|
14.81
|
%
|
||
Up 200 bps
|
|
59,381
|
|
|
5,262
|
|
|
9.72
|
%
|
||
Up 100 bps
|
|
56,651
|
|
|
2,532
|
|
|
4.68
|
%
|
||
Unchanged
|
|
54,119
|
|
|
—
|
|
|
—
|
|
||
Down 100 bps
|
|
51,686
|
|
|
(2,433
|
)
|
|
(4.50
|
)%
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||
Rate Type (Dollars in thousands)
|
|
Balance
|
|
Percent of Total
|
|
Balance
|
|
Percent of Total
|
||||||
Variable rate
|
|
$
|
571,325
|
|
|
75.64
|
%
|
|
$
|
471,757
|
|
|
78.87
|
%
|
Fixed rate
|
|
184,036
|
|
|
24.36
|
%
|
|
126,354
|
|
|
21.13
|
%
|
||
Total gross loans
|
|
$
|
755,361
|
|
|
100.00
|
%
|
|
$
|
598,111
|
|
|
100.00
|
%
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||
Repricing (Dollars in thousands)
|
|
Balance
|
|
Percent of Total
|
|
Balance
|
|
Percent of Total
|
||||||
< 1 Year
|
|
$
|
309,397
|
|
|
40.95
|
%
|
|
$
|
250,705
|
|
|
41.91
|
%
|
1-3 Years
|
|
153,680
|
|
|
20.35
|
%
|
|
124,385
|
|
|
20.80
|
%
|
||
3-5 Years
|
|
183,834
|
|
|
24.34
|
%
|
|
139,417
|
|
|
23.31
|
%
|
||
> 5 Years
|
|
108,450
|
|
|
14.36
|
%
|
|
83,604
|
|
|
13.98
|
%
|
||
Total gross loans
|
|
$
|
755,361
|
|
|
100.00
|
%
|
|
$
|
598,111
|
|
|
100.00
|
%
|
ITEM 8 -
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
/s/ Crowe Horwath LLP
|
|
|
Sacramento, California
|
|
March 29, 2017
|
|
(In thousands, except share amounts)
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
|
|
||
Cash and due from banks
|
|
$
|
28,185
|
|
|
$
|
23,339
|
|
Interest-earning deposits in other banks
|
|
10,368
|
|
|
70,988
|
|
||
Federal funds sold
|
|
15
|
|
|
290
|
|
||
Total cash and cash equivalents
|
|
38,568
|
|
|
94,617
|
|
||
Available-for-sale investment securities (Amortized cost of $548,640 at December 31, 2016 and $470,080 at December 31, 2015)
|
|
547,749
|
|
|
477,554
|
|
||
Held-to-maturity investment securities (Fair value of $35,142 at December 31, 2015)
|
|
—
|
|
|
31,712
|
|
||
Loans, less allowance for credit losses of $9,326 at December 31, 2016 and $9,610 at December 31, 2015
|
|
747,302
|
|
|
588,501
|
|
||
Bank premises and equipment, net
|
|
9,407
|
|
|
9,292
|
|
||
Bank owned life insurance
|
|
23,189
|
|
|
20,702
|
|
||
Federal Home Loan Bank stock
|
|
5,594
|
|
|
4,823
|
|
||
Goodwill
|
|
40,231
|
|
|
29,917
|
|
||
Core deposit intangibles
|
|
1,383
|
|
|
1,024
|
|
||
Accrued interest receivable and other assets
|
|
29,900
|
|
|
18,594
|
|
||
Total assets
|
|
$
|
1,443,323
|
|
|
$
|
1,276,736
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Deposits:
|
|
|
|
|
|
|
||
Non-interest bearing
|
|
$
|
495,815
|
|
|
$
|
428,773
|
|
Interest bearing
|
|
760,164
|
|
|
687,494
|
|
||
Total deposits
|
|
1,255,979
|
|
|
1,116,267
|
|
||
Short-term borrowings
|
|
400
|
|
|
—
|
|
||
Junior subordinated deferrable interest debentures
|
|
5,155
|
|
|
5,155
|
|
||
Accrued interest payable and other liabilities
|
|
17,756
|
|
|
15,991
|
|
||
Total liabilities
|
|
1,279,290
|
|
|
1,137,413
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
|
||
Shareholders’ equity
:
|
|
|
|
|
|
|
||
Preferred stock, no par value, $1,000 per share liquidation preference; 10,000,000 shares authorized, none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, no par value; 80,000,000 shares authorized; issued and outstanding: 12,143,815 at December 31, 2016 and 10,996,773 at December 31, 2015
|
|
71,645
|
|
|
54,424
|
|
||
Retained earnings
|
|
92,904
|
|
|
80,437
|
|
||
Accumulated other comprehensive (loss) income, net of tax
|
|
(516
|
)
|
|
4,462
|
|
||
Total shareholders’ equity
|
|
164,033
|
|
|
139,323
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
1,443,323
|
|
|
$
|
1,276,736
|
|
(In thousands, except per share amounts)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|||
Interest and fees on loans
|
|
$
|
34,051
|
|
|
$
|
30,504
|
|
|
$
|
29,493
|
|
Interest on deposits in other banks
|
|
289
|
|
|
210
|
|
|
176
|
|
|||
Interest and dividends on investment securities:
|
|
|
|
|
|
|
||||||
Taxable
|
|
5,876
|
|
|
4,793
|
|
|
5,538
|
|
|||
Exempt from Federal income taxes
|
|
6,460
|
|
|
6,315
|
|
|
5,832
|
|
|||
Total interest income
|
|
46,676
|
|
|
41,822
|
|
|
41,039
|
|
|||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|||
Interest on deposits
|
|
975
|
|
|
948
|
|
|
1,060
|
|
|||
Interest on junior subordinated deferrable interest debentures
|
|
121
|
|
|
99
|
|
|
96
|
|
|||
Total interest expense
|
|
1,096
|
|
|
1,047
|
|
|
1,156
|
|
|||
Net interest income before provision for credit losses
|
|
45,580
|
|
|
40,775
|
|
|
39,883
|
|
|||
(Reversal of) Provision for credit losses
|
|
(5,850
|
)
|
|
600
|
|
|
7,985
|
|
|||
Net interest income after provision for credit losses
|
|
51,430
|
|
|
40,175
|
|
|
31,898
|
|
|||
Non-interest income:
|
|
|
|
|
|
|
|
|
|
|||
Service charges
|
|
3,022
|
|
|
3,070
|
|
|
3,280
|
|
|||
Appreciation in cash surrender value of bank owned life insurance
|
|
558
|
|
|
596
|
|
|
614
|
|
|||
Interchange fees
|
|
1,228
|
|
|
1,197
|
|
|
1,205
|
|
|||
Loan placement fees
|
|
1,083
|
|
|
1,042
|
|
|
544
|
|
|||
Net realized gains on sales and calls of investment securities
|
|
1,920
|
|
|
1,495
|
|
|
904
|
|
|||
Other-than-temporary impairment loss on investment securities
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|||
Federal Home Loan Bank dividends
|
|
630
|
|
|
580
|
|
|
327
|
|
|||
Other income
|
|
1,286
|
|
|
1,407
|
|
|
1,290
|
|
|||
Total non-interest income
|
|
9,591
|
|
|
9,387
|
|
|
8,164
|
|
|||
Non-interest expenses:
|
|
|
|
|
|
|
|
|
|
|||
Salaries and employee benefits
|
|
21,881
|
|
|
20,836
|
|
|
19,721
|
|
|||
Occupancy and equipment
|
|
4,754
|
|
|
4,669
|
|
|
4,835
|
|
|||
Regulatory assessments
|
|
642
|
|
|
1,059
|
|
|
762
|
|
|||
Data processing expense
|
|
1,707
|
|
|
1,139
|
|
|
1,820
|
|
|||
Professional services
|
|
1,258
|
|
|
1,504
|
|
|
1,176
|
|
|||
ATM/Debit card expenses
|
|
633
|
|
|
548
|
|
|
624
|
|
|||
License & maintenance contracts
|
|
531
|
|
|
520
|
|
|
488
|
|
|||
Directors’ expenses
|
|
530
|
|
|
439
|
|
|
501
|
|
|||
Advertising
|
|
576
|
|
|
608
|
|
|
589
|
|
|||
Internet banking expenses
|
|
678
|
|
|
709
|
|
|
520
|
|
|||
Acquisition and integration expenses
|
|
1,782
|
|
|
—
|
|
|
—
|
|
|||
Amortization of core deposit intangibles
|
|
149
|
|
|
320
|
|
|
337
|
|
|||
Other expense
|
|
3,801
|
|
|
3,665
|
|
|
3,965
|
|
|||
Total non-interest expenses
|
|
38,922
|
|
|
36,016
|
|
|
35,338
|
|
|||
Income before provision for income taxes
|
|
22,099
|
|
|
13,546
|
|
|
4,724
|
|
|||
Provision (benefit) for income taxes
|
|
6,917
|
|
|
2,582
|
|
|
(570
|
)
|
|||
Net income available to common shareholders
|
|
$
|
15,182
|
|
|
$
|
10,964
|
|
|
$
|
5,294
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per common share
|
|
$
|
1.34
|
|
|
$
|
1.00
|
|
|
$
|
0.48
|
|
Diluted earnings per common share
|
|
$
|
1.33
|
|
|
$
|
1.00
|
|
|
$
|
0.48
|
|
Cash dividends per common share
|
|
$
|
0.24
|
|
|
$
|
0.18
|
|
|
$
|
0.20
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
|
$
|
15,182
|
|
|
$
|
10,964
|
|
|
$
|
5,294
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
||||||
Unrealized gains (losses) on securities:
|
|
|
|
|
|
|
||||||
Unrealized holdings (losses) gains arising during the period
|
|
(9,924
|
)
|
|
59
|
|
|
13,847
|
|
|||
Less: reclassification for net gains included in net income
|
|
1,224
|
|
|
1,481
|
|
|
904
|
|
|||
Less: reclassification for other-than-temporary impairment loss included in net income
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|||
Transfer of investment securities from held-to-maturity to available-for-sale
|
|
2,647
|
|
|
—
|
|
|
—
|
|
|||
Amortization of net unrealized gains transferred
|
|
(64
|
)
|
|
(78
|
)
|
|
(21
|
)
|
|||
Other comprehensive (loss) income, before tax
|
|
(8,429
|
)
|
|
(1,500
|
)
|
|
12,922
|
|
|||
Tax benefit (expense) related to items of other comprehensive income
|
|
3,451
|
|
|
585
|
|
|
(5,259
|
)
|
|||
Total other comprehensive (loss) income
|
|
(4,978
|
)
|
|
(915
|
)
|
|
7,663
|
|
|||
Comprehensive income
|
|
$
|
10,204
|
|
|
$
|
10,049
|
|
|
$
|
12,957
|
|
|
|
Common Stock
|
|
|
|
Accumulated
Other
Comprehensive Income (Loss)
(Net of Taxes)
|
|
Total Shareholders’ Equity
|
|||||||||||
|
|
|
|
|
|
Retained Earnings
|
|
|
|||||||||||
(In thousands, except share amounts)
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||
Balance, January 1, 2014
|
|
10,914,680
|
|
|
$
|
53,981
|
|
|
$
|
68,348
|
|
|
$
|
(2,286
|
)
|
|
$
|
120,043
|
|
Net income
|
|
—
|
|
|
—
|
|
|
5,294
|
|
|
—
|
|
|
5,294
|
|
||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,663
|
|
|
7,663
|
|
||||
Restricted stock granted, forfeited and related tax benefit
|
|
56,850
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cash dividend ($0.20 per common share)
|
|
—
|
|
|
—
|
|
|
(2,190
|
)
|
|
—
|
|
|
(2,190
|
)
|
||||
Stock-based compensation expense
|
|
—
|
|
|
173
|
|
|
—
|
|
|
—
|
|
|
173
|
|
||||
Stock options exercised and related tax benefit
|
|
8,910
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
62
|
|
||||
Balance, December 31, 2014
|
|
10,980,440
|
|
|
54,216
|
|
|
71,452
|
|
|
5,377
|
|
|
131,045
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
10,964
|
|
|
—
|
|
|
10,964
|
|
||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(915
|
)
|
|
(915
|
)
|
||||
Restricted stock granted, forfeited and related tax benefit
|
|
7,263
|
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
||||
Stock-based compensation expense
|
|
—
|
|
|
238
|
|
|
—
|
|
|
—
|
|
|
238
|
|
||||
Cash dividend ($0.18 per common share)
|
|
—
|
|
|
—
|
|
|
(1,979
|
)
|
|
—
|
|
|
(1,979
|
)
|
||||
Stock options exercised and related tax benefit
|
|
9,070
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
66
|
|
||||
Balance, December 31, 2015
|
|
10,996,773
|
|
|
54,424
|
|
|
80,437
|
|
|
4,462
|
|
|
139,323
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
15,182
|
|
|
—
|
|
|
15,182
|
|
||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,978
|
)
|
|
(4,978
|
)
|
||||
Stock issued for acquisition
|
|
1,058,851
|
|
|
16,678
|
|
|
|
|
|
|
|
|
16,678
|
|
||||
Restricted stock granted, forfeited and related tax benefit
|
|
52,911
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Stock-based compensation expense
|
|
—
|
|
|
284
|
|
|
—
|
|
|
—
|
|
|
284
|
|
||||
Cash dividend ($0.24 per common share)
|
|
—
|
|
|
—
|
|
|
(2,715
|
)
|
|
—
|
|
|
(2,715
|
)
|
||||
Stock options exercised and related tax benefit
|
|
35,280
|
|
|
261
|
|
|
—
|
|
|
—
|
|
|
261
|
|
||||
Balance, December 31, 2016
|
|
12,143,815
|
|
|
$
|
71,645
|
|
|
$
|
92,904
|
|
|
$
|
(516
|
)
|
|
$
|
164,033
|
|
CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
For the Years Ended December 31, 2016, 2015, and 2014
|
||||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Transfer of securities from held-to-maturity to available-for-sale
|
|
$
|
23,131
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrealized gain on transfer of securities from held-to-maturity to available-for-sale
|
|
$
|
526
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Transfer of securities from available-for-sale to held-to-maturity
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,346
|
|
Unrealized gain on transfer of securities from available-for-sale to held-to-maturity
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
163
|
|
Foreclosure of loan collateral and recognition of other real estate owned
|
|
$
|
—
|
|
|
$
|
227
|
|
|
$
|
235
|
|
Transfer of loans to other assets
|
|
$
|
363
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Assumption of debt related to foreclosure of other real estate owned
|
|
$
|
—
|
|
|
$
|
121
|
|
|
$
|
—
|
|
Common stock issued in Sierra Vista Bank acquisition
|
|
$
|
16,678
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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
|
$
|
9,468
|
|
Common stock issued
|
16,793
|
|
|
Fair Value of Total Consideration Transferred
|
$
|
26,261
|
|
|
|
||
Recognized amounts of identifiable assets acquired and liabilities assumed:
|
|
||
Cash and cash equivalents
|
$
|
22,709
|
|
Loans, net
|
122,533
|
|
|
Core deposit intangible
|
508
|
|
|
Premises and equipment
|
586
|
|
|
Federal Home Loan Bank stock
|
771
|
|
|
Deferred taxes and taxes receivable
|
4,417
|
|
|
Bank owned life insurance
|
2,664
|
|
|
Other assets
|
966
|
|
|
Total assets acquired
|
155,154
|
|
|
Deposits
|
138,236
|
|
|
Deposit premium
|
142
|
|
|
Other liabilities
|
829
|
|
|
Total liabilities assumed
|
139,207
|
|
|
Total identifiable net assets
|
15,947
|
|
|
Goodwill
|
$
|
10,314
|
|
|
|
For the Years Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Net interest income
|
|
$
|
50,491
|
|
|
$
|
46,499
|
|
Provision for credit losses
|
|
(5,750
|
)
|
|
645
|
|
||
Non-interest income
|
|
9,930
|
|
|
9,912
|
|
||
Non-interest expense
|
|
47,350
|
|
|
40,971
|
|
||
Income before provision for income taxes
|
|
18,821
|
|
|
14,795
|
|
||
Provision for income taxes
|
|
5,817
|
|
|
3,101
|
|
||
Net income
|
|
$
|
13,004
|
|
|
$
|
11,694
|
|
Net income available to common shareholders
|
|
$
|
13,004
|
|
|
$
|
11,694
|
|
Basic earnings per common share
|
|
$
|
1.15
|
|
|
$
|
1.07
|
|
Diluted earnings per common share
|
|
$
|
1.14
|
|
|
$
|
1.06
|
|
3.
|
FAIR VALUE MEASUREMENTS
|
|
|
December 31, 2016
|
||||||||||||||||||
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and due from banks
|
|
$
|
28,185
|
|
|
$
|
28,185
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,185
|
|
Interest-earning deposits in other banks
|
|
10,368
|
|
|
10,368
|
|
|
—
|
|
|
—
|
|
|
10,368
|
|
|||||
Federal funds sold
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||
Available-for-sale investment securities
|
|
547,749
|
|
|
7,416
|
|
|
540,333
|
|
|
—
|
|
|
547,749
|
|
|||||
Loans, net
|
|
747,302
|
|
|
—
|
|
|
—
|
|
|
761,023
|
|
|
761,023
|
|
|||||
Federal Home Loan Bank stock
|
|
5,594
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Accrued interest receivable
|
|
7,885
|
|
|
26
|
|
|
4,517
|
|
|
3,342
|
|
|
7,885
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deposits
|
|
1,255,979
|
|
|
1,099,200
|
|
|
156,711
|
|
|
—
|
|
|
1,255,911
|
|
|||||
Short-term borrowings
|
|
400
|
|
|
—
|
|
|
400
|
|
|
—
|
|
|
400
|
|
|||||
Junior subordinated deferrable interest debentures
|
|
5,155
|
|
|
—
|
|
|
—
|
|
|
3,235
|
|
|
3,235
|
|
|||||
Accrued interest payable
|
|
144
|
|
|
—
|
|
|
111
|
|
|
33
|
|
|
144
|
|
|
|
December 31, 2015
|
||||||||||||||||||
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
|
$
|
23,339
|
|
|
$
|
23,339
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,339
|
|
Interest-earning deposits in other banks
|
|
70,988
|
|
|
70,988
|
|
|
—
|
|
|
—
|
|
|
70,988
|
|
|||||
Federal funds sold
|
|
290
|
|
|
290
|
|
|
—
|
|
|
—
|
|
|
290
|
|
|||||
Available-for-sale investment securities
|
|
477,554
|
|
|
7,536
|
|
|
470,018
|
|
|
—
|
|
|
477,554
|
|
|||||
Held-to-maturity investment securities
|
|
31,712
|
|
|
—
|
|
|
35,142
|
|
|
—
|
|
|
35,142
|
|
|||||
Loans, net
|
|
588,501
|
|
|
—
|
|
|
—
|
|
|
585,737
|
|
|
585,737
|
|
|||||
Federal Home Loan Bank stock
|
|
4,823
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Accrued interest receivable
|
|
6,355
|
|
|
27
|
|
|
3,414
|
|
|
2,914
|
|
|
6,355
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Deposits
|
|
1,116,267
|
|
|
976,433
|
|
|
139,353
|
|
|
—
|
|
|
1,115,786
|
|
|||||
Junior subordinated deferrable interest debentures
|
|
5,155
|
|
|
—
|
|
|
—
|
|
|
3,200
|
|
|
3,200
|
|
|||||
Accrued interest payable
|
|
101
|
|
|
—
|
|
|
76
|
|
|
25
|
|
|
101
|
|
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Available-for-sale investment securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government agencies
|
|
$
|
68,970
|
|
|
$
|
—
|
|
|
$
|
68,970
|
|
|
$
|
—
|
|
Obligations of states and political subdivisions
|
|
290,299
|
|
|
—
|
|
|
290,299
|
|
|
—
|
|
||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
178,221
|
|
|
—
|
|
|
178,221
|
|
|
—
|
|
||||
Private label residential mortgage backed securities
|
|
2,843
|
|
|
—
|
|
|
2,843
|
|
|
—
|
|
||||
Other equity securities
|
|
7,416
|
|
|
7,416
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value on a recurring basis
|
|
$
|
547,749
|
|
|
$
|
7,416
|
|
|
$
|
540,333
|
|
|
$
|
—
|
|
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Impaired loans:
|
|
|
|
|
|
|
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
|
||||||||
Equity loans and lines of credit
|
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47
|
|
Total impaired loans
|
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
||||
Other repossessed assets
|
|
362
|
|
|
—
|
|
|
—
|
|
|
362
|
|
||||
Total assets measured at fair value on a non-recurring basis
|
|
$
|
409
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
409
|
|
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government agencies
|
|
$
|
52,901
|
|
|
$
|
—
|
|
|
$
|
52,901
|
|
|
$
|
—
|
|
Obligations of states and political subdivisions
|
|
188,268
|
|
|
—
|
|
|
188,268
|
|
|
—
|
|
||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
225,259
|
|
|
—
|
|
|
225,259
|
|
|
—
|
|
||||
Private label residential mortgage backed securities
|
|
3,590
|
|
|
—
|
|
|
3,590
|
|
|
—
|
|
||||
Other equity securities
|
|
7,536
|
|
|
7,536
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value on a recurring basis
|
|
$
|
477,554
|
|
|
$
|
7,536
|
|
|
$
|
470,018
|
|
|
$
|
—
|
|
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
|
||||||||
Equity loans and lines of credit
|
|
132
|
|
|
—
|
|
|
—
|
|
|
132
|
|
||||
Total consumer
|
|
132
|
|
|
—
|
|
|
—
|
|
|
132
|
|
||||
Total impaired loans
|
|
$
|
132
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
132
|
|
Total assets measured at fair value on a non-recurring basis
|
|
$
|
132
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
132
|
|
4.
|
INVESTMENT SECURITIES
|
|
December 31, 2016
|
||||||||||||||
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
||||||||
Debt Securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Government agencies
|
$
|
69,005
|
|
|
$
|
242
|
|
|
$
|
(277
|
)
|
|
$
|
68,970
|
|
Obligations of states and political subdivisions
|
288,543
|
|
|
6,109
|
|
|
(4,353
|
)
|
|
290,299
|
|
||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
181,785
|
|
|
484
|
|
|
(4,048
|
)
|
|
178,221
|
|
||||
Private label residential mortgage backed securities
|
1,807
|
|
|
1,036
|
|
|
—
|
|
|
2,843
|
|
||||
Other equity securities
|
7,500
|
|
|
—
|
|
|
(84
|
)
|
|
7,416
|
|
||||
|
$
|
548,640
|
|
|
$
|
7,871
|
|
|
$
|
(8,762
|
)
|
|
$
|
547,749
|
|
|
December 31, 2015
|
||||||||||||||
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
||||||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government agencies
|
$
|
52,803
|
|
|
$
|
315
|
|
|
$
|
(217
|
)
|
|
$
|
52,901
|
|
Obligations of states and political subdivisions
|
181,785
|
|
|
6,779
|
|
|
(296
|
)
|
|
188,268
|
|
||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
225,636
|
|
|
1,042
|
|
|
(1,419
|
)
|
|
225,259
|
|
||||
Private label residential mortgage backed securities
|
2,356
|
|
|
1,234
|
|
|
—
|
|
|
3,590
|
|
||||
Other equity securities
|
7,500
|
|
|
36
|
|
|
—
|
|
|
7,536
|
|
||||
`
|
$
|
470,080
|
|
|
$
|
9,406
|
|
|
$
|
(1,932
|
)
|
|
$
|
477,554
|
|
|
December 31, 2015
|
||||||||||||||
Held-to-Maturity Securities
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Obligations of states and political subdivisions
|
$
|
31,712
|
|
|
$
|
3,431
|
|
|
$
|
(1
|
)
|
|
$
|
35,142
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from sales or calls
|
|
$
|
167,163
|
|
|
$
|
93,167
|
|
|
$
|
79,757
|
|
Gross realized gains from sales or calls
|
|
$
|
2,223
|
|
|
$
|
1,715
|
|
|
$
|
1,754
|
|
Gross realized losses from sales or calls
|
|
$
|
(999
|
)
|
|
$
|
(234
|
)
|
|
$
|
(850
|
)
|
Held-to-Maturity Securities
|
|
|
|
|
|
|
||||||
Proceeds from sales and calls
|
|
$
|
9,257
|
|
|
$
|
810
|
|
|
$
|
—
|
|
Gross realized gains from sales or calls
|
|
$
|
696
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
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
|
$
|
34,586
|
|
|
$
|
(198
|
)
|
|
$
|
10,438
|
|
|
$
|
(79
|
)
|
|
$
|
45,024
|
|
|
$
|
(277
|
)
|
Obligations of states and political subdivisions
|
122,522
|
|
|
(4,353
|
)
|
|
—
|
|
|
—
|
|
|
122,522
|
|
|
(4,353
|
)
|
||||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
118,719
|
|
|
(3,866
|
)
|
|
7,666
|
|
|
(182
|
)
|
|
126,385
|
|
|
(4,048
|
)
|
||||||
Other equity securities
|
7,416
|
|
|
(84
|
)
|
|
—
|
|
|
—
|
|
|
7,416
|
|
|
(84
|
)
|
||||||
|
$
|
283,243
|
|
|
$
|
(8,501
|
)
|
|
$
|
18,104
|
|
|
$
|
(261
|
)
|
|
$
|
301,347
|
|
|
$
|
(8,762
|
)
|
|
December 31, 2015
|
||||||||||||||||||||||
|
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
|
$
|
21,348
|
|
|
$
|
(125
|
)
|
|
$
|
3,954
|
|
|
$
|
(92
|
)
|
|
$
|
25,302
|
|
|
$
|
(217
|
)
|
Obligations of states and political subdivisions
|
40,016
|
|
|
(296
|
)
|
|
—
|
|
|
—
|
|
|
40,016
|
|
|
(296
|
)
|
||||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
124,688
|
|
|
(1,109
|
)
|
|
16,234
|
|
|
(310
|
)
|
|
140,922
|
|
|
(1,419
|
)
|
||||||
|
$
|
186,052
|
|
|
$
|
(1,530
|
)
|
|
$
|
20,188
|
|
|
$
|
(402
|
)
|
|
$
|
206,240
|
|
|
$
|
(1,932
|
)
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Held-to-Maturity Securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations of states and political subdivisions
|
$
|
1,053
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,053
|
|
|
$
|
(1
|
)
|
|
|
Years ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Beginning balance of credit losses recognized
|
|
$
|
747
|
|
|
$
|
747
|
|
Amounts related to credit loss for which an OTTI charge was not previously recognized
|
|
136
|
|
|
—
|
|
||
Realized losses for securities sold
|
|
(9
|
)
|
|
—
|
|
||
Ending balance of credit losses recognized
|
|
$
|
874
|
|
|
$
|
747
|
|
|
|
December 31, 2016
|
December 31, 2015
|
|||||||||||||||||||
|
|
Available-for-Sale
|
Held-to-Maturity
|
Available-for-Sale
|
||||||||||||||||||
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
Amortized
Cost
|
|
Estimated
Fair Value
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||||||||||
Within one year
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
After one year through five years
|
|
15,145
|
|
|
15,484
|
|
—
|
|
|
—
|
|
12,297
|
|
|
12,695
|
|
||||||
After five years through ten years
|
|
35,667
|
|
|
35,614
|
|
—
|
|
|
—
|
|
37,376
|
|
|
38,397
|
|
||||||
After ten years
|
|
237,731
|
|
|
239,201
|
|
31,712
|
|
|
35,142
|
|
132,112
|
|
|
137,176
|
|
||||||
|
|
288,543
|
|
|
290,299
|
|
31,712
|
|
|
35,142
|
|
181,785
|
|
|
188,268
|
|
||||||
Investment securities not due at a single maturity date:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government agencies
|
|
69,005
|
|
|
68,970
|
|
—
|
|
|
—
|
|
52,803
|
|
|
52,901
|
|
||||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
181,785
|
|
|
178,221
|
|
—
|
|
|
—
|
|
225,636
|
|
|
225,259
|
|
||||||
Private label residential mortgage backed securities
|
|
1,807
|
|
|
2,843
|
|
—
|
|
|
—
|
|
2,356
|
|
|
3,590
|
|
||||||
Other equity securities
|
|
7,500
|
|
|
7,416
|
|
—
|
|
|
—
|
|
7,500
|
|
|
7,536
|
|
||||||
|
|
$
|
548,640
|
|
|
$
|
547,749
|
|
$
|
31,712
|
|
|
$
|
35,142
|
|
$
|
470,080
|
|
|
$
|
477,554
|
|
Loan Type
|
|
December 31,
2016 |
|
% of Total
loans |
|
December 31,
2015 |
|
% of Total
loans |
||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Commercial and industrial
|
|
$
|
88,652
|
|
|
11.7
|
%
|
|
$
|
102,197
|
|
|
17.1
|
%
|
Agricultural land and production
|
|
25,509
|
|
|
3.4
|
%
|
|
30,472
|
|
|
5.1
|
%
|
||
Total commercial
|
|
114,161
|
|
|
15.1
|
%
|
|
132,669
|
|
|
22.2
|
%
|
||
Real estate:
|
|
|
|
|
|
|
|
|
||||||
Owner occupied
|
|
191,665
|
|
|
25.3
|
%
|
|
168,910
|
|
|
28.2
|
%
|
||
Real estate construction and other land loans
|
|
69,200
|
|
|
9.1
|
%
|
|
38,685
|
|
|
6.5
|
%
|
||
Commercial real estate
|
|
184,225
|
|
|
24.3
|
%
|
|
117,244
|
|
|
19.6
|
%
|
||
Agricultural real estate
|
|
86,761
|
|
|
11.5
|
%
|
|
74,867
|
|
|
12.5
|
%
|
||
Other real estate
|
|
18,945
|
|
|
2.7
|
%
|
|
10,520
|
|
|
1.8
|
%
|
||
Total real estate
|
|
550,796
|
|
|
72.9
|
%
|
|
410,226
|
|
|
68.6
|
%
|
||
Consumer:
|
|
|
|
|
|
|
|
|
||||||
Equity loans and lines of credit
|
|
64,494
|
|
|
8.5
|
%
|
|
42,296
|
|
|
7.1
|
%
|
||
Consumer and installment
|
|
25,910
|
|
|
3.5
|
%
|
|
12,503
|
|
|
2.1
|
%
|
||
Total consumer
|
|
90,404
|
|
|
12.0
|
%
|
|
54,799
|
|
|
9.2
|
%
|
||
Net deferred origination costs
|
|
1,267
|
|
|
|
|
417
|
|
|
|
||||
Total gross loans
|
|
756,628
|
|
|
100.0
|
%
|
|
598,111
|
|
|
100.0
|
%
|
||
Allowance for credit losses
|
|
(9,326
|
)
|
|
|
|
|
(9,610
|
)
|
|
|
|
||
Total loans
|
|
$
|
747,302
|
|
|
|
|
|
$
|
588,501
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Commercial
|
|
$
|
612
|
|
|
$
|
—
|
|
Outstanding balance
|
|
$
|
612
|
|
|
$
|
—
|
|
Carrying amount, net of allowance of $0
|
|
$
|
612
|
|
|
$
|
—
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
94
|
|
New loans acquired
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Accretion of income
|
|
—
|
|
|
—
|
|
|
(907
|
)
|
|||
Reclassification from non-accretable difference
|
|
—
|
|
|
—
|
|
|
813
|
|
|||
Disposals
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Contractually required payments receivable on PCI loans at acquisition:
|
|
|
|
|
||||
Commercial
|
|
$
|
982
|
|
|
$
|
—
|
|
Total
|
|
$
|
982
|
|
|
$
|
—
|
|
Cash flows expected to be collected at acquisition
|
|
$
|
693
|
|
|
$
|
—
|
|
Fair value of acquired loans at acquisition
|
|
$
|
631
|
|
|
$
|
—
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Loans acquired during the year
|
|
$
|
631
|
|
|
$
|
—
|
|
Loans at the end of the year
|
|
$
|
612
|
|
|
$
|
—
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of year
|
|
$
|
9,610
|
|
|
$
|
8,308
|
|
|
$
|
9,208
|
|
(Reversal of) Provision charged to operations
|
|
(5,850
|
)
|
|
600
|
|
|
7,985
|
|
|||
Losses charged to allowance
|
|
(883
|
)
|
|
(961
|
)
|
|
(9,834
|
)
|
|||
Recoveries
|
|
6,449
|
|
|
1,663
|
|
|
949
|
|
|||
Balance, end of year
|
|
$
|
9,326
|
|
|
$
|
9,610
|
|
|
$
|
8,308
|
|
|
|
Commercial
|
|
Real Estate
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning balance, January 1, 2016
|
|
$
|
3,562
|
|
|
$
|
5,204
|
|
|
$
|
734
|
|
|
$
|
110
|
|
|
$
|
9,610
|
|
(Reversal of ) Provision charged to operations
|
|
(6,048
|
)
|
|
11
|
|
|
203
|
|
|
(16
|
)
|
|
(5,850
|
)
|
|||||
Losses charged to allowance
|
|
(621
|
)
|
|
—
|
|
|
(262
|
)
|
|
—
|
|
|
(883
|
)
|
|||||
Recoveries
|
|
5,287
|
|
|
985
|
|
|
177
|
|
|
—
|
|
|
6,449
|
|
|||||
Ending balance, December 31, 2016
|
|
$
|
2,180
|
|
|
$
|
6,200
|
|
|
$
|
852
|
|
|
$
|
94
|
|
|
$
|
9,326
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning balance, January 1, 2015
|
|
$
|
3,130
|
|
|
$
|
4,058
|
|
|
$
|
1,078
|
|
|
$
|
42
|
|
|
$
|
8,308
|
|
Provision charged to operations
|
|
190
|
|
|
1,114
|
|
|
(772
|
)
|
|
68
|
|
|
600
|
|
|||||
Losses charged to allowance
|
|
(802
|
)
|
|
—
|
|
|
(159
|
)
|
|
—
|
|
|
(961
|
)
|
|||||
Recoveries
|
|
1,044
|
|
|
32
|
|
|
587
|
|
|
—
|
|
|
1,663
|
|
|||||
Ending balance, December 31, 2015
|
|
$
|
3,562
|
|
|
$
|
5,204
|
|
|
$
|
734
|
|
|
$
|
110
|
|
|
$
|
9,610
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning balance, January 1, 2014
|
|
$
|
2,444
|
|
|
$
|
5,174
|
|
|
$
|
1,168
|
|
|
$
|
422
|
|
|
$
|
9,208
|
|
Provision charged to operations
|
|
9,660
|
|
|
(1,447
|
)
|
|
152
|
|
|
(380
|
)
|
|
7,985
|
|
|||||
Losses charged to allowance
|
|
(9,145
|
)
|
|
(183
|
)
|
|
(506
|
)
|
|
—
|
|
|
(9,834
|
)
|
|||||
Recoveries
|
|
171
|
|
|
514
|
|
|
264
|
|
|
—
|
|
|
949
|
|
|||||
Ending balance, December 31, 2014
|
|
$
|
3,130
|
|
|
$
|
4,058
|
|
|
$
|
1,078
|
|
|
$
|
42
|
|
|
$
|
8,308
|
|
|
|
Commercial
|
|
Real Estate
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ending balance, December 31, 2016
|
|
$
|
2,180
|
|
|
$
|
6,200
|
|
|
$
|
852
|
|
|
$
|
94
|
|
|
$
|
9,326
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
3
|
|
|
$
|
241
|
|
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
307
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
2,177
|
|
|
$
|
5,959
|
|
|
$
|
789
|
|
|
$
|
94
|
|
|
$
|
9,019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ending balance, December 31, 2015
|
|
$
|
3,562
|
|
|
$
|
5,204
|
|
|
$
|
734
|
|
|
$
|
110
|
|
|
$
|
9,610
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
1
|
|
|
$
|
128
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
164
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
3,561
|
|
|
$
|
5,076
|
|
|
$
|
699
|
|
|
$
|
110
|
|
|
$
|
9,446
|
|
|
|
Commercial
|
|
Real Estate
|
|
Consumer
|
|
Total
|
||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ending balance, December 31, 2016
|
|
$
|
114,161
|
|
|
$
|
550,796
|
|
|
$
|
90,404
|
|
|
$
|
755,361
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
487
|
|
|
$
|
4,238
|
|
|
$
|
544
|
|
|
$
|
5,269
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
113,674
|
|
|
$
|
546,558
|
|
|
$
|
89,860
|
|
|
$
|
750,092
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ending balance, December 31, 2015
|
|
$
|
132,669
|
|
|
$
|
410,226
|
|
|
$
|
54,799
|
|
|
$
|
597,694
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
30
|
|
|
$
|
5,199
|
|
|
$
|
1,470
|
|
|
$
|
6,699
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
132,639
|
|
|
$
|
405,027
|
|
|
$
|
53,329
|
|
|
$
|
590,995
|
|
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
75,212
|
|
|
$
|
907
|
|
|
$
|
12,533
|
|
|
$
|
—
|
|
|
$
|
88,652
|
|
Agricultural land and production
|
|
16,562
|
|
|
8,681
|
|
|
266
|
|
|
—
|
|
|
25,509
|
|
|||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied
|
|
184,987
|
|
|
2,865
|
|
|
3,813
|
|
|
—
|
|
|
191,665
|
|
|||||
Real estate construction and other land loans
|
|
62,538
|
|
|
5,259
|
|
|
1,403
|
|
|
—
|
|
|
69,200
|
|
|||||
Commercial real estate
|
|
179,966
|
|
|
1,548
|
|
|
2,711
|
|
|
—
|
|
|
184,225
|
|
|||||
Agricultural real estate
|
|
49,270
|
|
|
10,390
|
|
|
27,101
|
|
|
—
|
|
|
86,761
|
|
|||||
Other real estate
|
|
18,779
|
|
|
166
|
|
|
—
|
|
|
—
|
|
|
18,945
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity loans and lines of credit
|
|
62,782
|
|
|
95
|
|
|
1,617
|
|
|
—
|
|
|
64,494
|
|
|||||
Consumer and installment
|
|
25,890
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
25,910
|
|
|||||
Total
|
|
$
|
675,986
|
|
|
$
|
29,911
|
|
|
$
|
49,464
|
|
|
$
|
—
|
|
|
$
|
755,361
|
|
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
77,783
|
|
|
$
|
22,607
|
|
|
$
|
1,807
|
|
|
$
|
—
|
|
|
$
|
102,197
|
|
Agricultural land and production
|
|
20,422
|
|
|
—
|
|
|
10,050
|
|
|
—
|
|
|
30,472
|
|
|||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied
|
|
163,570
|
|
|
3,785
|
|
|
1,555
|
|
|
—
|
|
|
168,910
|
|
|||||
Real estate construction and other land loans
|
|
34,916
|
|
|
644
|
|
|
3,125
|
|
|
—
|
|
|
38,685
|
|
|||||
Commercial real estate
|
|
110,833
|
|
|
1,683
|
|
|
4,728
|
|
|
—
|
|
|
117,244
|
|
|||||
Agricultural real estate
|
|
66,347
|
|
|
—
|
|
|
8,520
|
|
|
—
|
|
|
74,867
|
|
|||||
Other real estate
|
|
10,520
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,520
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity loans and lines of credit
|
|
40,332
|
|
|
—
|
|
|
1,964
|
|
|
—
|
|
|
42,296
|
|
|||||
Consumer and installment
|
|
12,488
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
12,503
|
|
|||||
Total
|
|
$
|
537,211
|
|
|
$
|
28,719
|
|
|
$
|
31,764
|
|
|
$
|
—
|
|
|
$
|
597,694
|
|
|
|
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
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
88,652
|
|
|
$
|
88,652
|
|
|
$
|
—
|
|
|
$
|
447
|
|
Agricultural land and production
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,509
|
|
|
25,509
|
|
|
—
|
|
|
—
|
|
||||||||
Real estate:
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|||||||||
Owner occupied
|
|
87
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
191,578
|
|
|
191,665
|
|
|
—
|
|
|
107
|
|
||||||||
Real estate construction and other land loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,200
|
|
|
69,200
|
|
|
—
|
|
|
—
|
|
||||||||
Commercial real estate
|
|
565
|
|
|
—
|
|
|
—
|
|
|
565
|
|
|
183,660
|
|
|
184,225
|
|
|
—
|
|
|
1,082
|
|
||||||||
Agricultural real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,761
|
|
|
86,761
|
|
|
—
|
|
|
—
|
|
||||||||
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,945
|
|
|
18,945
|
|
|
—
|
|
|
—
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||||||||||
Equity loans and lines of credit
|
|
62
|
|
|
48
|
|
|
—
|
|
|
110
|
|
|
64,384
|
|
|
64,494
|
|
|
—
|
|
|
526
|
|
||||||||
Consumer and installment
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
25,872
|
|
|
25,910
|
|
|
—
|
|
|
18
|
|
||||||||
Total
|
|
$
|
752
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
800
|
|
|
$
|
754,561
|
|
|
$
|
755,361
|
|
|
$
|
—
|
|
|
$
|
2,180
|
|
|
|
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
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
102,197
|
|
|
$
|
102,197
|
|
|
$
|
—
|
|
|
$
|
29
|
|
Agricultural land and production
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,472
|
|
|
30,472
|
|
|
—
|
|
|
—
|
|
||||||||
Real estate:
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
||||||||||
Owner occupied
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
168,910
|
|
|
168,910
|
|
|
—
|
|
|
347
|
|
||||||||
Real estate construction and other land loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,685
|
|
|
38,685
|
|
|
—
|
|
|
—
|
|
||||||||
Commercial real estate
|
|
98
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|
117,146
|
|
|
117,244
|
|
|
—
|
|
|
567
|
|
||||||||
Agricultural real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,867
|
|
|
74,867
|
|
|
—
|
|
|
—
|
|
||||||||
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,520
|
|
|
10,520
|
|
|
—
|
|
|
—
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
||||||||||
Equity loans and lines of credit
|
|
—
|
|
|
166
|
|
|
—
|
|
|
166
|
|
|
42,130
|
|
|
42,296
|
|
|
—
|
|
|
1,457
|
|
||||||||
Consumer and installment
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
12,465
|
|
|
12,503
|
|
|
—
|
|
|
13
|
|
||||||||
Total
|
|
$
|
136
|
|
|
$
|
166
|
|
|
$
|
—
|
|
|
$
|
302
|
|
|
$
|
597,392
|
|
|
$
|
597,694
|
|
|
$
|
—
|
|
|
$
|
2,413
|
|
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and industrial
|
|
$
|
447
|
|
|
$
|
612
|
|
|
$
|
—
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|||
Owner occupied
|
|
107
|
|
|
111
|
|
|
—
|
|
|||
Commercial real estate
|
|
827
|
|
|
967
|
|
|
—
|
|
|||
Total real estate
|
|
934
|
|
|
1,078
|
|
|
—
|
|
|||
Consumer:
|
|
|
|
|
|
|
|
|
|
|||
Equity loans and lines of credit
|
|
167
|
|
|
234
|
|
|
—
|
|
|||
Consumer and installment
|
|
6
|
|
|
9
|
|
|
—
|
|
|||
Total consumer
|
|
173
|
|
|
243
|
|
|
—
|
|
|||
Total with no related allowance recorded
|
|
1,554
|
|
|
1,933
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and industrial
|
|
40
|
|
|
40
|
|
|
3
|
|
|||
Real estate:
|
|
|
|
|
|
|
|
|
|
|||
Real estate construction and other land loans
|
|
2,222
|
|
|
2,222
|
|
|
79
|
|
|||
Commercial real estate
|
|
1,082
|
|
|
1,146
|
|
|
162
|
|
|||
Total real estate
|
|
3,304
|
|
|
3,368
|
|
|
241
|
|
|||
Consumer:
|
|
|
|
|
|
|
|
|
|
|||
Equity loans and lines of credit
|
|
359
|
|
|
364
|
|
|
61
|
|
|||
Consumer and installment
|
|
12
|
|
|
12
|
|
|
2
|
|
|||
Total consumer
|
|
371
|
|
|
376
|
|
|
63
|
|
|||
Total with an allowance recorded
|
|
3,715
|
|
|
3,784
|
|
|
307
|
|
|||
Total
|
|
$
|
5,269
|
|
|
$
|
5,717
|
|
|
$
|
307
|
|
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|||
Owner occupied
|
|
166
|
|
|
245
|
|
|
—
|
|
|||
Real estate construction and other land loans
|
|
3,125
|
|
|
3,125
|
|
|
—
|
|
|||
Commercial real estate
|
|
1,162
|
|
|
1,302
|
|
|
—
|
|
|||
Total real estate
|
|
4,453
|
|
|
4,672
|
|
|
—
|
|
|||
Consumer:
|
|
|
|
|
|
|
|
|
|
|||
Equity loans and lines of credit
|
|
1,291
|
|
|
1,991
|
|
|
—
|
|
|||
Total with no related allowance recorded
|
|
5,744
|
|
|
6,664
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and industrial
|
|
30
|
|
|
33
|
|
|
1
|
|
|||
Real estate:
|
|
|
|
|
|
|
|
|
|
|||
Owner occupied
|
|
180
|
|
|
212
|
|
|
18
|
|
|||
Commercial real estate
|
|
566
|
|
|
588
|
|
|
110
|
|
|||
Total real estate
|
|
746
|
|
|
800
|
|
|
128
|
|
|||
Consumer:
|
|
|
|
|
|
|
|
|
|
|||
Equity loans and lines of credit
|
|
166
|
|
|
179
|
|
|
33
|
|
|||
Consumer and installment
|
|
13
|
|
|
15
|
|
|
2
|
|
|||
Total consumer
|
|
179
|
|
|
194
|
|
|
35
|
|
|||
Total with an allowance recorded
|
|
955
|
|
|
1,027
|
|
|
164
|
|
|||
Total
|
|
$
|
6,699
|
|
|
$
|
7,691
|
|
|
$
|
164
|
|
|
|
Year Ended
December 31, 2016
|
|
Year Ended
December 31, 2015
|
|
Year Ended
December 31, 2014
|
||||||||||||||||||
|
|
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
|
|
$
|
115
|
|
|
$
|
—
|
|
|
$
|
2,921
|
|
|
$
|
—
|
|
|
$
|
638
|
|
|
$
|
—
|
|
Agricultural land and production
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial
|
|
157
|
|
|
—
|
|
|
2,921
|
|
|
—
|
|
|
638
|
|
|
—
|
|
||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Owner occupied
|
|
162
|
|
|
—
|
|
|
770
|
|
|
231
|
|
|
2,063
|
|
|
2
|
|
||||||
Real estate construction and other land loans
|
|
2,393
|
|
|
196
|
|
|
1,266
|
|
|
79
|
|
|
1,276
|
|
|
24
|
|
||||||
Commercial real estate
|
|
903
|
|
|
55
|
|
|
1,939
|
|
|
—
|
|
|
574
|
|
|
—
|
|
||||||
Agricultural real estate
|
|
173
|
|
|
—
|
|
|
211
|
|
|
—
|
|
|
28
|
|
|
—
|
|
||||||
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total real estate
|
|
3,631
|
|
|
251
|
|
|
4,186
|
|
|
310
|
|
|
3,941
|
|
|
26
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity loans and lines of credit
|
|
598
|
|
|
—
|
|
|
1,858
|
|
|
—
|
|
|
1,826
|
|
|
—
|
|
||||||
Consumer and installment
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||||
Total consumer
|
|
639
|
|
|
—
|
|
|
1,858
|
|
|
—
|
|
|
1,834
|
|
|
—
|
|
||||||
Total with no related allowance recorded
|
|
4,427
|
|
|
251
|
|
|
8,965
|
|
|
310
|
|
|
6,413
|
|
|
26
|
|
||||||
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
With an allowance recorded:
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Commercial and industrial
|
|
441
|
|
|
3
|
|
|
243
|
|
|
—
|
|
|
423
|
|
|
—
|
|
||||||
Agricultural land and production
|
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial
|
|
545
|
|
|
3
|
|
|
243
|
|
|
—
|
|
|
423
|
|
|
—
|
|
||||||
Real estate:
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Owner occupied
|
|
120
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
264
|
|
|
—
|
|
||||||
Real estate construction and other land loans
|
|
171
|
|
|
—
|
|
|
2,297
|
|
|
—
|
|
|
3,782
|
|
|
267
|
|
||||||
Commercial real estate
|
|
548
|
|
|
—
|
|
|
753
|
|
|
—
|
|
|
214
|
|
|
55
|
|
||||||
Total real estate
|
|
839
|
|
|
—
|
|
|
3,240
|
|
|
—
|
|
|
4,260
|
|
|
322
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity loans and lines of credit
|
|
203
|
|
|
—
|
|
|
328
|
|
|
—
|
|
|
303
|
|
|
—
|
|
||||||
Consumer and installment
|
|
19
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
27
|
|
|
—
|
|
||||||
Total consumer
|
|
222
|
|
|
—
|
|
|
344
|
|
|
—
|
|
|
330
|
|
|
—
|
|
||||||
Total with an allowance recorded
|
|
1,606
|
|
|
3
|
|
|
3,827
|
|
|
—
|
|
|
5,013
|
|
|
322
|
|
||||||
Total
|
|
$
|
6,033
|
|
|
$
|
254
|
|
|
$
|
12,792
|
|
|
$
|
310
|
|
|
$
|
11,426
|
|
|
$
|
348
|
|
Troubled Debt Restructurings:
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment (1)
|
|
Principal Modification
|
|
Post Modification Outstanding Recorded Investment (2)
|
|
Outstanding Recorded Investment
|
|||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial and industrial
|
|
2
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
40
|
|
(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
|
|||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial and Industrial
|
|
2
|
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
30
|
|
(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,
|
||||||
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
1,131
|
|
|
$
|
1,131
|
|
Buildings and improvements
|
|
6,680
|
|
|
6,680
|
|
||
Furniture, fixtures and equipment
|
|
11,521
|
|
|
10,539
|
|
||
Leasehold improvements
|
|
4,100
|
|
|
4,005
|
|
||
|
|
23,432
|
|
|
22,355
|
|
||
Less accumulated depreciation and amortization
|
|
(14,025
|
)
|
|
(13,063
|
)
|
||
|
|
$
|
9,407
|
|
|
$
|
9,292
|
|
7.
|
OTHER REAL ESTATE OWNED
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Balance, beginning of year
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions
|
|
—
|
|
|
227
|
|
||
1st lien assumed upon foreclosure
|
|
—
|
|
|
121
|
|
||
Dispositions
|
|
—
|
|
|
(359
|
)
|
||
Write-downs
|
|
—
|
|
|
—
|
|
||
Net gain on dispositions
|
|
—
|
|
|
11
|
|
||
Balance, end of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of year
|
$
|
29,917
|
|
|
$
|
29,917
|
|
|
$
|
29,917
|
|
Acquired goodwill
|
10,314
|
|
|
—
|
|
|
—
|
|
|||
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
$
|
40,231
|
|
|
$
|
29,917
|
|
|
$
|
29,917
|
|
9.
|
DEPOSITS
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Savings
|
|
$
|
105,098
|
|
|
$
|
81,383
|
|
Money market
|
|
250,749
|
|
|
239,241
|
|
||
NOW accounts
|
|
247,623
|
|
|
227,167
|
|
||
Time, $250,000 or more
|
|
39,284
|
|
|
42,149
|
|
||
Time, under $250,000
|
|
117,410
|
|
|
97,554
|
|
||
|
|
$
|
760,164
|
|
|
$
|
687,494
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Savings
|
|
$
|
27
|
|
|
$
|
30
|
|
|
$
|
32
|
|
Money market
|
|
133
|
|
|
141
|
|
|
174
|
|
|||
NOW accounts
|
|
290
|
|
|
231
|
|
|
209
|
|
|||
Time certificates of deposit
|
|
525
|
|
|
546
|
|
|
645
|
|
|||
|
|
$
|
975
|
|
|
$
|
948
|
|
|
$
|
1,060
|
|
10.
|
BORROWING ARRANGEMENTS
|
11.
|
JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES
|
12.
|
INCOME TAXES
|
|
|
Federal
|
|
State
|
|
Total
|
||||||
2016
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
3,720
|
|
|
$
|
605
|
|
|
$
|
4,325
|
|
Deferred
|
|
1,100
|
|
|
1,492
|
|
|
2,592
|
|
|||
Provision for income taxes
|
|
$
|
4,820
|
|
|
$
|
2,097
|
|
|
$
|
6,917
|
|
2015
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
2,945
|
|
|
$
|
570
|
|
|
$
|
3,515
|
|
Deferred
|
|
(1,208
|
)
|
|
275
|
|
|
(933
|
)
|
|||
Provision for (benefit) from income taxes
|
|
$
|
1,737
|
|
|
$
|
845
|
|
|
$
|
2,582
|
|
2014
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
(125
|
)
|
|
$
|
(37
|
)
|
|
$
|
(162
|
)
|
Deferred
|
|
(397
|
)
|
|
(11
|
)
|
|
(408
|
)
|
|||
Provision for (benefit from) income taxes
|
|
$
|
(522
|
)
|
|
$
|
(48
|
)
|
|
$
|
(570
|
)
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
||
Allowance for credit losses
|
|
$
|
3,267
|
|
|
$
|
3,823
|
|
Deferred compensation
|
|
5,304
|
|
|
5,038
|
|
||
Unrealized loss on available-for-sale investment securities
|
|
375
|
|
|
—
|
|
||
Net operating loss carryovers
|
|
3,816
|
|
|
75
|
|
||
Bank premises and equipment
|
|
—
|
|
|
351
|
|
||
Mark-to-market adjustment
|
|
167
|
|
|
96
|
|
||
Other deferred
|
|
338
|
|
|
313
|
|
||
Other-than-temporary impairment
|
|
273
|
|
|
267
|
|
||
Loan and investment impairment
|
|
1,285
|
|
|
721
|
|
||
State Enterprise Zone credit carry-forward
|
|
209
|
|
|
1,067
|
|
||
Alternative minimum tax credit
|
|
2,438
|
|
|
3,525
|
|
||
Partnership income
|
|
114
|
|
|
87
|
|
||
State taxes
|
|
297
|
|
|
266
|
|
||
Total deferred tax assets
|
|
17,883
|
|
|
15,629
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Finance leases
|
|
(474
|
)
|
|
(921
|
)
|
||
Unrealized gain on available-for-sale investment securities
|
|
—
|
|
|
(3,076
|
)
|
||
Core deposit intangible
|
|
(582
|
)
|
|
(421
|
)
|
||
FHLB stock
|
|
(327
|
)
|
|
(319
|
)
|
||
Loan origination costs
|
|
(918
|
)
|
|
(664
|
)
|
||
Bank premises and equipment
|
|
(71
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
|
(2,372
|
)
|
|
(5,401
|
)
|
||
Net deferred tax assets
|
|
$
|
15,511
|
|
|
$
|
10,228
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Balance, beginning of year
|
$
|
286
|
|
|
$
|
180
|
|
Additions based on tax positions related to prior years
|
44
|
|
|
106
|
|
||
Reductions for tax positions of prior years
|
(32
|
)
|
|
—
|
|
||
Balance, end of year
|
$
|
298
|
|
|
$
|
286
|
|
13.
|
COMMITMENTS AND CONTINGENCIES
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Commitments to extend credit
|
|
$
|
257,557
|
|
|
$
|
215,952
|
|
Standby letters of credit
|
|
$
|
1,858
|
|
|
$
|
1,214
|
|
14.
|
SHAREHOLDERS’ EQUITY
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||
Tier 1 Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
122,601
|
|
|
8.75
|
%
|
|
$
|
105,825
|
|
|
8.65
|
%
|
Minimum regulatory requirement
|
|
$
|
56,057
|
|
|
4.00
|
%
|
|
$
|
48,950
|
|
|
4.00
|
%
|
Central Valley Community Bank
|
|
$
|
121,079
|
|
|
8.64
|
%
|
|
$
|
104,878
|
|
|
8.58
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
70,080
|
|
|
5.00
|
%
|
|
$
|
61,148
|
|
|
5.00
|
%
|
Minimum regulatory requirement
|
|
$
|
56,064
|
|
|
4.00
|
%
|
|
$
|
48,918
|
|
|
4.00
|
%
|
Common Equity Tier 1 Ratio
|
|
|
|
|
|
|
|
|
||||||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
120,080
|
|
|
12.48
|
%
|
|
$
|
103,152
|
|
|
13.44
|
%
|
Minimum regulatory requirement
|
|
$
|
43,426
|
|
|
4.50
|
%
|
|
$
|
34,650
|
|
|
4.50
|
%
|
Central Valley Community Bank
|
|
$
|
121,079
|
|
|
12.59
|
%
|
|
$
|
104,878
|
|
|
13.67
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
62,665
|
|
|
6.50
|
%
|
|
$
|
50,017
|
|
|
6.50
|
%
|
Minimum regulatory requirement
|
|
$
|
43,383
|
|
|
4.50
|
%
|
|
$
|
34,627
|
|
|
4.50
|
%
|
Tier 1 Risk-Based Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
122,601
|
|
|
12.74
|
%
|
|
$
|
105,825
|
|
|
13.79
|
%
|
Minimum regulatory requirement
|
|
$
|
57,901
|
|
|
6.00
|
%
|
|
$
|
46,200
|
|
|
6.00
|
%
|
Central Valley Community Bank
|
|
$
|
121,079
|
|
|
12.59
|
%
|
|
$
|
104,878
|
|
|
13.67
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
77,126
|
|
|
8.00
|
%
|
|
$
|
61,560
|
|
|
8.00
|
%
|
Minimum regulatory requirement
|
|
$
|
57,845
|
|
|
6.00
|
%
|
|
$
|
46,170
|
|
|
6.00
|
%
|
Total Risk-Based Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central Valley Community Bancorp and Subsidiary
|
|
$
|
132,052
|
|
|
13.72
|
%
|
|
$
|
115,466
|
|
|
15.04
|
%
|
Minimum regulatory requirement
|
|
$
|
77,202
|
|
|
8.00
|
%
|
|
$
|
61,601
|
|
|
8.00
|
%
|
Central Valley Community Bank
|
|
$
|
130,530
|
|
|
13.57
|
%
|
|
$
|
114,513
|
|
|
14.93
|
%
|
Minimum requirement for “Well-Capitalized” institution
|
|
$
|
96,408
|
|
|
10.00
|
%
|
|
$
|
76,949
|
|
|
10.00
|
%
|
Minimum regulatory requirement
|
|
$
|
77,126
|
|
|
8.00
|
%
|
|
$
|
61,560
|
|
|
8.00
|
%
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Basic Earnings Per Common Share:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
15,182
|
|
|
$
|
10,964
|
|
|
$
|
5,294
|
|
Weighted average shares outstanding
|
|
11,331,166
|
|
|
10,931,927
|
|
|
10,919,235
|
|
|||
Net income per common share
|
|
$
|
1.34
|
|
|
$
|
1.00
|
|
|
$
|
0.48
|
|
Diluted Earnings Per Common Share:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
15,182
|
|
|
$
|
10,964
|
|
|
$
|
5,294
|
|
Weighted average shares outstanding
|
|
11,331,166
|
|
|
10,931,927
|
|
|
10,919,235
|
|
|||
Effect of dilutive stock options and warrants
|
|
104,283
|
|
|
83,836
|
|
|
80,703
|
|
|||
Weighted average shares of common stock and common stock equivalents
|
|
11,435,449
|
|
|
11,015,763
|
|
|
10,999,938
|
|
|||
Net income per diluted common share
|
|
$
|
1.33
|
|
|
$
|
1.00
|
|
|
$
|
0.48
|
|
15.
|
SHARED-BASED COMPENSATION
|
|
|
Shares
|
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term (Years) |
|
Aggregate
Intrinsic Value |
|||||
Options outstanding at January 1, 2016
|
|
240,695
|
|
|
$
|
6.83
|
|
|
|
|
|
|
|
Options exercised
|
|
(35,280
|
)
|
|
$
|
6.55
|
|
|
|
|
|
|
|
Options forfeited
|
|
(3,200
|
)
|
|
$
|
8.77
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2016
|
|
202,215
|
|
|
$
|
6.87
|
|
|
3.26
|
|
$
|
2,647
|
|
Options vested or expected to vest at December 31, 2016
|
|
201,347
|
|
|
$
|
6.87
|
|
|
3.25
|
|
$
|
2,636
|
|
Options exercisable at December 31, 2016
|
|
187,105
|
|
|
$
|
6.78
|
|
|
3.06
|
|
$
|
2,466
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Intrinsic value of options exercised
|
|
$
|
235
|
|
|
$
|
42
|
|
|
$
|
45
|
|
Cash received from options exercised
|
|
$
|
231
|
|
|
$
|
60
|
|
|
$
|
55
|
|
Excess tax benefit realized for option exercises
|
|
$
|
30
|
|
|
$
|
6
|
|
|
$
|
7
|
|
|
|
Shares
|
|
Weighted
Average
Grant Date Fair Value
|
|||
Nonvested outstanding shares at January 1, 2016
|
|
53,028
|
|
|
$
|
12.34
|
|
Granted
|
|
54,650
|
|
|
$
|
14.10
|
|
Vested
|
|
(12,438
|
)
|
|
$
|
12.38
|
|
Forfeited
|
|
(1,739
|
)
|
|
$
|
12.95
|
|
Nonvested outstanding shares at December 31, 2016
|
|
93,501
|
|
|
$
|
13.35
|
|
16.
|
EMPLOYEE BENEFITS
|
17.
|
LOANS TO RELATED PARTIES
|
Balance, January 1, 2016
|
$
|
6,406
|
|
Disbursements
|
1,501
|
|
|
Amounts repaid
|
(1,182
|
)
|
|
Balance, December 31, 2016
|
$
|
6,725
|
|
|
|
||
Undisbursed commitments to related parties, December 31, 2016
|
$
|
1,807
|
|
(In thousands)
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
887
|
|
|
$
|
584
|
|
Investment in Bank subsidiary
|
|
167,666
|
|
|
143,531
|
|
||
Other assets
|
|
790
|
|
|
454
|
|
||
Total assets
|
|
$
|
169,343
|
|
|
$
|
144,569
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
|
||
Junior subordinated debentures due to subsidiary grantor trust
|
|
$
|
5,155
|
|
|
$
|
5,155
|
|
Other liabilities
|
|
155
|
|
|
91
|
|
||
Total liabilities
|
|
5,310
|
|
|
5,246
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
|
||
Common stock
|
|
71,645
|
|
|
54,424
|
|
||
Retained earnings
|
|
92,904
|
|
|
80,437
|
|
||
Accumulated other comprehensive (loss) income, net of tax
|
|
(516
|
)
|
|
4,462
|
|
||
Total shareholders’ equity
|
|
164,033
|
|
|
139,323
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
169,343
|
|
|
$
|
144,569
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income:
|
|
|
|
|
|
|
|
|
|
|||
Dividends declared by Subsidiary - eliminated in consolidation
|
|
$
|
13,010
|
|
|
$
|
2,260
|
|
|
$
|
2,350
|
|
Other income
|
|
4
|
|
|
3
|
|
|
3
|
|
|||
Total income
|
|
13,014
|
|
|
2,263
|
|
|
2,353
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Interest on junior subordinated deferrable interest debentures
|
|
121
|
|
|
99
|
|
|
96
|
|
|||
Professional fees
|
|
133
|
|
|
156
|
|
|
187
|
|
|||
Other expenses
|
|
779
|
|
|
411
|
|
|
389
|
|
|||
Total expenses
|
|
1,033
|
|
|
666
|
|
|
672
|
|
|||
Income before equity in undistributed net income of Subsidiary
|
|
11,981
|
|
|
1,597
|
|
|
1,681
|
|
|||
Equity in undistributed net income of Subsidiary, net of distributions
|
|
2,852
|
|
|
9,080
|
|
|
3,325
|
|
|||
Income before income tax benefit
|
|
14,833
|
|
|
10,677
|
|
|
5,006
|
|
|||
Benefit from income taxes
|
|
349
|
|
|
287
|
|
|
288
|
|
|||
Income available to common shareholders
|
|
$
|
15,182
|
|
|
$
|
10,964
|
|
|
$
|
5,294
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
$
|
10,204
|
|
|
$
|
10,049
|
|
|
$
|
12,957
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
15,182
|
|
|
$
|
10,964
|
|
|
$
|
5,294
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||||
Undistributed net income of subsidiary, net of distributions
|
|
(2,852
|
)
|
|
(9,080
|
)
|
|
(3,325
|
)
|
|||
Stock-based compensation
|
|
284
|
|
|
238
|
|
|
173
|
|
|||
Tax benefit from exercise of stock options
|
|
(30
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|||
Net (increase) decrease in other assets
|
|
(405
|
)
|
|
50
|
|
|
(50
|
)
|
|||
Net increase (decrease) in other liabilities
|
|
64
|
|
|
(32
|
)
|
|
34
|
|
|||
Benefit from deferred income taxes
|
|
98
|
|
|
(5
|
)
|
|
(8
|
)
|
|||
Net cash provided by operating activities
|
|
12,341
|
|
|
2,129
|
|
|
2,111
|
|
|||
Cash flows used in investing activities:
|
|
|
|
|
|
|
|
|
|
|||
Investment in subsidiary
|
|
(9,584
|
)
|
|
—
|
|
|
—
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Cash dividend payments on common stock
|
|
(2,715
|
)
|
|
(1,979
|
)
|
|
(2,190
|
)
|
|||
Proceeds from exercise of stock options
|
|
231
|
|
|
60
|
|
|
55
|
|
|||
Tax benefit from exercise of stock options
|
|
30
|
|
|
6
|
|
|
7
|
|
|||
Net cash used in financing activities
|
|
(2,454
|
)
|
|
(1,913
|
)
|
|
(2,128
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
303
|
|
|
216
|
|
|
(17
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
584
|
|
|
368
|
|
|
385
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
887
|
|
|
$
|
584
|
|
|
$
|
368
|
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
|
$
|
112
|
|
|
$
|
97
|
|
|
$
|
194
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
||||
Common stock issued in Sierra Vista Bank acquisition
|
|
$
|
16,678
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Q4 2016
|
|
Q3 2016
|
|
Q2 2016
|
|
Q1 2016
|
|
Q4 2015
|
|
Q3 2015
|
|
Q2 2015
|
|
Q1 2015
|
||||||||||||||||
Net interest income
|
$
|
12,773
|
|
|
$
|
10,995
|
|
|
$
|
11,208
|
|
|
$
|
10,604
|
|
|
$
|
10,638
|
|
|
$
|
10,352
|
|
|
$
|
10,065
|
|
|
$
|
9,720
|
|
(Reversal of) Provision for credit losses
|
—
|
|
|
(1,000
|
)
|
|
(4,600
|
)
|
|
(250
|
)
|
|
—
|
|
|
100
|
|
|
500
|
|
|
—
|
|
||||||||
Net interest income after provision for credit losses
|
12,773
|
|
|
11,995
|
|
|
15,808
|
|
|
10,854
|
|
|
10,638
|
|
|
10,252
|
|
|
9,565
|
|
|
9,720
|
|
||||||||
Other non-interest income
|
2,154
|
|
|
1,849
|
|
|
2,094
|
|
|
1,574
|
|
|
1,842
|
|
|
1,722
|
|
|
2,364
|
|
|
1,965
|
|
||||||||
Net realized gains on investment securities
|
84
|
|
|
286
|
|
|
420
|
|
|
1,130
|
|
|
37
|
|
|
—
|
|
|
732
|
|
|
726
|
|
||||||||
Total non-interest expense
|
10,913
|
|
|
9,655
|
|
|
9,377
|
|
|
8,977
|
|
|
9,003
|
|
|
9,028
|
|
|
8,697
|
|
|
9,288
|
|
||||||||
Provision for (benefit from) income taxes
|
1,492
|
|
|
1,361
|
|
|
2,887
|
|
|
1,177
|
|
|
611
|
|
|
429
|
|
|
886
|
|
|
657
|
|
||||||||
Net income
|
$
|
2,606
|
|
|
$
|
3,114
|
|
|
$
|
6,058
|
|
|
$
|
3,404
|
|
|
$
|
2,903
|
|
|
$
|
2,517
|
|
|
$
|
3,078
|
|
|
$
|
2,466
|
|
Net income available to common shareholders
|
$
|
2,606
|
|
|
$
|
3,114
|
|
|
$
|
6,058
|
|
|
$
|
3,403
|
|
|
$
|
2,903
|
|
|
$
|
2,517
|
|
|
$
|
3,078
|
|
|
$
|
2,466
|
|
Basic earnings per share
|
$
|
0.21
|
|
|
$
|
0.28
|
|
|
$
|
0.55
|
|
|
$
|
0.31
|
|
|
$
|
0.27
|
|
|
$
|
0.23
|
|
|
$
|
0.28
|
|
|
$
|
0.23
|
|
Diluted earnings per share
|
$
|
0.21
|
|
|
$
|
0.28
|
|
|
$
|
0.55
|
|
|
$
|
0.31
|
|
|
$
|
0.26
|
|
|
$
|
0.23
|
|
|
$
|
0.28
|
|
|
$
|
0.22
|
|
ITEM 9 -
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A -
|
CONTROLS AND PROCEDURES
|
|
|
CENTRAL VALLEY COMMUNITY BANCORP
|
||
|
|
|
||
|
|
|
||
Date:
|
March 29, 2017
|
|
By:
|
/s/ James M. Ford
|
|
|
James M. Ford
|
||
|
|
President and Chief Executive Officer
|
||
|
|
(principal executive officer)
|
||
|
|
|
||
Date:
|
March 29, 2017
|
|
By:
|
/s/ David A. Kinross
|
|
|
David A. Kinross
|
||
|
|
Executive 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
|
|
|
CENTRAL VALLEY COMMUNITY BANCORP
|
||
|
|
|
||
|
|
|
||
Date:
|
March 29, 2017
|
|
By:
|
/s/ James M. Ford
|
|
|
James M. Ford
|
||
|
|
President and Chief Executive Officer
|
||
|
|
(principal executive officer)
|
||
|
|
|
||
Date:
|
March 29, 2017
|
|
By:
|
/s/ David A. Kinross
|
|
|
David A. Kinross
|
||
|
|
Executive Vice President and Chief Financial Officer
|
||
|
|
(principal accounting officer and principal financial officer)
|
/s/ James M. Ford
|
|
Date: March 29, 2017
|
|
James M. Ford,
|
|
|
|
President and Chief Executive Officer and Director (principal executive officer)
|
|
|
|
|
|
|
|
/s/ David A. Kinross
|
|
Date: March 29, 2017
|
|
David A. Kinross,
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(principal accounting officer and principal financial officer)
|
|
|
|
|
|
|
|
|
|
|
|
Daniel J. Doyle *
|
|
Date: March 29, 2017
|
|
Daniel J. Doyle,
|
|
|
|
Chairman of the Board and Director
|
|
|
|
|
|
|
|
Daniel N. Cunningham *
|
|
Date: March 29, 2017
|
|
Daniel N. Cunningham, Lead Independent Director
|
|
|
|
|
|
|
|
Edwin S. Darden *
|
|
Date: March 29, 2017
|
|
Edwin S. Darden, Director
|
|
|
|
|
|
|
|
F.T. “Tommy” Elliott, IV *
|
|
Date: March 29, 2017
|
|
F.T. “Tommy” Elliott, IV, Director
|
|
|
|
|
|
|
|
Gary D. Gall *
|
|
Date: March 29, 2017
|
|
Gary D. Gall, Director
|
|
|
|
|
|
|
|
Steven D. McDonald *
|
|
Date: March 29, 2017
|
|
Steven D. McDonald, Director
|
|
|
|
|
|
|
|
Louis McMurray *
|
|
Date: March 29, 2017
|
|
Louis McMurray, Director
|
|
|
|
|
|
|
|
William S. Smittcamp *
|
|
Date: March 29, 2017
|
|
William S. Smittcamp, Director
|
|
|
|
|
|
|
|
* By
|
/s/ James M. Ford
|
|
Date: March 29, 2017
|
James M. Ford, as
Attorney-in-fact
|
|
|
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Exhibit
|
|
|
|
2.1
|
|
Agreement and Plan of Reorganization by and between Central Valley Community Bancorp and Bank of Madera County dated as of July 19, 2004 as amended to reflect amendments at Section 2.5 dated September 29, 2004, incorporated by reference to Appendix A to the proxy statement-prospectus contained in the Registration Statement on Form S-4, Registration Statement No. 333-118534, effective as of November 4, 2004.
|
|
|
|
2.2
|
|
Reorganization Agreement and Plan of Merger by and among Central Valley Community Bancorp, Central Valley Community Bank, Service 1
st
Bancorp, and Service 1
st
Bank dated as of May 28, 2008 as amended as of August 21, 2008, incorporated by reference to Appendix A to the proxy statement-prospectus contained in the Registration Statement on Form S-4, Registration Statement No. 333-152151, effective date September 9, 2008.
|
|
|
|
2.3
|
|
Agreement and Plan of Reorganization and Merger dated December 19, 2012, by and among Central Valley Community Bancorp, Central Valley Community Bank and Visalia Community Bank (24).
|
|
|
|
3.1
|
|
Certificate of Determination for Preferred Stock incorporated by reference to Exhibit 3.1 to Registrant's Report on Form 8-K dated August 22, 2011.
|
|
|
|
3.1.1
|
|
Articles of Incorporation of the Company. (1)
|
|
|
|
3.1.2
|
|
Certificate of Amendment of Articles of Incorporation, dated June 28, 2000. (2)
|
|
|
|
3.1.3
|
|
Certificate of Amendment of Articles of Incorporation, dated January 6, 2003 (incorporated herein by reference to Exhibit 3.1.3 to Registrant’s Annual report on Form 10-KSB for the year ended December 31, 2003, filed March 26, 2004.
|
|
|
|
3.1.4
|
|
Certificate of Amendment of Articles of Incorporation, dated October 31, 2005 (incorporated herein by reference to Exhibit 3.(I) to Registrant’s Quarterly report on Form 10-Q for the quarter ended September 30, 2005, filed November 14, 2005.
|
|
|
|
3.2
|
|
Bylaws of the Company as amended to date. (25)
|
|
|
|
4.1
|
|
[reserved]
|
|
|
|
4.2
|
|
[reserved]
|
|
|
|
4.3
|
|
Indenture, dated as of August 17, 2006 between Service 1st Bancorp, as Issuer, and the Wells Fargo Bank, National Association, as trustee.
|
|
|
|
4.4
|
|
Declaration of Trust for Service 1st Capital Trust I, dated as of August 17, 2006, between Wells Fargo Bank, National Association as trustee, and Central Valley Community Bancorp as successor through merger to Service 1st Bancorp.
|
|
|
|
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. (4) *
|
|
|
|
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
|
|
Salary Continuation Agreements by and between Service 1st Bank and Patrick J. Carman effective August 22, 2008, as amended
|
|
|
|
10.12
|
|
Deferred Fee Agreement by and between Clovest Corporation and Louis McMurray. (2) *
|
|
|
|
10.13
|
|
[reserved]
|
|
|
|
10.14
|
|
Deferred Fee Agreement by and between Clovest Corporation and William S. Smittcamp. (2) *
|
|
|
|
10.15
|
|
Clovis Community Bank 1999 Management Committee 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
|
|
[reserved]
|
|
|
|
10.21
|
|
Salary Continuation Agreement by and between Clovis Community Bank and Gary Quisenberry, dated June 7, 2000. (2) *
|
|
|
|
10.22
|
|
[reserved]
|
|
|
|
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
|
|
[reserved]
|
|
|
|
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
|
|
[reserved]
|
|
|
|
10.32
|
|
[reserved]
|
|
|
|
10.33
|
|
[reserved]
|
|
|
|
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
|
|
[reserved]
|
|
|
|
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)*
|
|
|
|
10.55
|
|
[reserved]
|
|
|
|
10.56
|
|
[reserved]
|
|
|
|
10.57
|
|
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)*
|
|
|
|
10.58
|
|
[reserved]
|
|
|
|
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 Gary Quisenberry effective February 1, 2005. (14)*
|
|
|
|
10.60
|
|
[reserved]
|
|
|
|
10.61
|
|
[reserved]
|
|
|
|
10.62
|
|
Amendment No. 3 To Salary Continuation Agreement by and between Central Valley Community Bank and Daniel Doyle effective February 1, 2005. (14)*
|
|
|
|
10.63
|
|
[reserved]
|
|
|
|
10.64
|
|
Central Valley Community Bancorp 2005 Omnibus Incentive Plan (incorporated by reference from Appendix A to the Registrant’s Def 14A proxy statement filed April 5, 2005.*
|
|
|
|
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
|
|
[reserved]
|
|
|
|
10.70
|
|
[reserved]
|
|
|
|
10.71
|
|
[reserved]
|
|
|
|
10.72
|
|
[reserved]
|
|
|
|
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
|
|
[reserved]
|
|
|
|
10.76
|
|
[reserved]
|
|
|
|
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
|
|
[reserved]
|
|
|
|
10.85
|
|
Second Executive Salary Continuation Agreement effective April 1, 2010 by and between Central Valley Community Bank and Gary Quisenberry. (19)*
|
|
|
|
10.86
|
|
[reserved]
|
|
|
|
10.87
|
|
[reserved]
|
|
|
|
10.88
|
|
[reserved]
|
|
|
|
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
|
|
[reserved]
|
|
|
|
10.98
|
|
[reserved]
|
|
|
|
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) *
|
|
|
|
10.110
|
|
Executive Salary Continuation Agreement by and between Central Valley Community Bank and James M. Ford, dated April 4, 2014
|
|
|
|
10.111
|
|
Life Insurance Endorsement Method Split Dollar Plan Agreement by and between Central Valley Community Bank and James M. Ford, dated April 4, 2014
|
|
|
|
10.112
|
|
Restricted Stock Agreement by and between Central Valley Community Bancorp and James M. Ford, dated March 19, 2014
|
|
|
|
10.113
|
|
Central Valley Community Bank Executive Deferred Compensation Plan dated October 21, 2015. (26) *
|
|
|
|
10.114
|
|
Central Valley Community Bancorp 2015 Omnibus Incentive Plan dated May 20, 2015.
|
|
|
|
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 December 21, 2000 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 November 20, 2000 by the Registrant (the 1992 Plan S-8 Registration Statement) and incorporated herein by reference.
|
(5)
|
[reserved]
|
(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)
|
[reserved]
|
(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 and incorporated herein by reference.
|
(24)
|
Filed as Exhibit to Registration Statement on Form S-4 No. 333-187260, filed March 14, 2013.
|
(25)
|
Filed as Exhibit to the Quarterly Report on Form 10-Q for the quarter ended March 31,2016, and incorporated herein by reference.
|
(26)
|
Filed as Exhibit to Annual Report on Form 10K for the year ended December 31, 2015, filed March 15, 2016 and incorporated herein by reference.
|
A.
|
Plan Purpose
|
B.
|
Definitions
|
C.
|
Administration
|
D.
|
Shares Subject To Plan
|
1.
|
Subject to adjustment by the operation of Article H, the maximum aggregate number of Shares that may be granted with respect to Awards, including Incentive Stock Options, under the Plan is Eight Hundred Seventy Five Thousand (875,000) Shares.
|
2.
|
Shares which are subject to Related Stock Appreciation Rights and Related Options shall be counted only once in determining whether the maximum number of Shares with respect to which Awards may be granted under the Plan has been exceeded. Shares that are subject to awards of Options or Stock Appreciation Rights shall be counted against this limit as one Share for every one Share granted. An Award shall not be considered to have been made under the Plan with respect to any Option or Stock Appreciation Right which terminates or with respect to Restricted Stock which is forfeited, and new Awards may be granted under the Plan with respect to the number of Shares as to which such termination or forfeiture has occurred.
|
E.
|
Section 162(m) Participant Limits
|
1.
|
the maximum aggregate number of Shares for which Options and/or Stock Appreciation Rights, the value of which is based solely on the increase in value of the Shares after the Grant Date, may be granted to any Participant in any calendar year shall be One Hundred Thousand (100,000) Shares (this limit applies separately to each type of award);
|
2.
|
the maximum aggregate number of Shares that may be granted to any Participant in any calendar year under an Award of Restricted Stock or Performance Awards, that is intended to be “performance-based compensation” under Code section 162(m), shall be One Hundred Thousand (100,000) Shares (this limit applies separately to each type of award); and
|
F.
|
Awards
|
1.
|
Options
. The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions that are consistent with the Plan terms as the Committee shall determine, including the granting of Options in tandem with other Awards under the Plan:
|
a.
|
Exercise Price
. The exercise price per Share for an Option shall be determined by the Committee; provided that, the exercise price thereof shall not be less than 100% of the Market Value of a Share on the Grant Date of such Option; provided further that, in the case of an Incentive Stock Option granted to a Ten Percent Holder, the exercise price thereof shall not be less than 110% of the Market Value of a Share on the Grant Date of such Option.
|
b.
|
Option Term
. The term of each Option shall be fixed by the Committee, but shall be no greater than ten (10) years from the Grant Date; provided that, in the case of an Incentive Stock Option granted to a Ten Percent Holder, the term of such option shall not exceed five (5) years from the Grant Date.
|
c.
|
Time And Method Of Exercise
. Except as provided in Article G.1., no Option granted hereunder may be exercised unless at the time the Participant exercises such Option, the Participant has maintained Continuous Service since the Grant Date. To exercise an Option under the Plan, the Participant to whom such Option was granted shall give written notice to the Company in form satisfactory to the Committee (and, if partial exercises have been permitted by the Committee, by specifying the number of Shares with respect to which such Participant elects to exercise the Option) together with full payment of the exercise price, if any. The date of exercise shall be the date on which such notice is received by the Company. Payment, if required,
|
d.
|
Option Agreements
. At the time of an Award of an Option, the Participant shall enter into an Award Agreement with the Company in a form specified by the Committee, agreeing to the terms and conditions of the Award and such other matters as the Committee shall in its sole discretion determine.
|
e.
|
Limitations On Value Of Exercisable Incentive Stock Options
. The aggregate Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant in any calendar year shall not exceed $100,000, and any excess Options shall be treated as Nonstatutory Stock Options. Incentive Stock Options shall be taken into account in the order in which they were granted, and the Market Value of the Shares shall be determined as of the Grant Date, as provided by Code section 422 and applicable Treasury Regulations.
|
f.
|
Eligible Recipients Of Incentive Stock Options
. Incentive Stock Options may be granted by the Committee only to officers or employees of the Company or its Affiliates.
|
g.
|
No Repricing
. The exercise price of an Option may not be reduced without the approval of the Company’s stockholders. This shall include, without limitation, a repricing of the Option as well as an Option exchange program whereby the Participant agrees to cancel an existing Option in exchange for (a) Awards with a lower exercise price, (b) a different type of Award, (c) cash, or (d) a combination of (a), (b) and/or (c).
|
2.
|
Stock Appreciation Rights
. The Committee is hereby authorized to grant Stock Appreciation Rights to Participants with the following terms and conditions and with such additional terms and conditions that are consistent with the Plan as the Committee shall determine:
|
a.
|
General
. A Stock Appreciation Right shall, upon its exercise, entitle the Participant to whom such Stock Appreciation Right was granted to receive a number of Shares or cash or combination thereof, as the Committee in its discretion shall determine, the aggregate value of which (i.e., the sum of the amount of cash and/or Market Value of such Shares on date of exercise) shall equal (as nearly as possible, it being understood that the Company shall not issue any fractional shares) the amount by which the Market Value per Share
|
b.
|
Exercise Price And Term
. The exercise price and term of each Stock Appreciation Right shall be fixed by the Committee and the exercise price shall not be less than the Market Value of an underlying Share on the Grant Date. The term of a Stock Appreciation Right shall not exceed ten (10) years.
|
c.
|
Related Options
. A Stock Appreciation Right may be Related to an Option or may be granted independently of any Option as the Committee shall determine. Related Options shall cease to be exercisable to the extent of the Shares with respect to which Stock Appreciation Right is exercised. Upon the exercise or termination of a Related Option, any Related Stock Appreciation Right shall terminate to the extent of the Shares with respect to which the Related Option was exercised or terminated. If the Related Option is an Incentive Stock Option, the Related Option shall satisfy all restrictions and the limitations imposed on Incentive Stock Options under Article F.1. (including, without limitation, restrictions on exercise price and term and any requirements imposed under, Code section 422 and any related Treasury Regulations
.
|
d.
|
Stock Appreciation Right Agreements
. At the time of an Award of a Stock Appreciation Right, the Participant shall enter into an Award Agreement with the Company in a form specified by the Committee, with such terms and conditions as the Committee shall in its sole discretion determine.
|
e.
|
Time And Method Of Exercise
. Except as provided in Article G.1., no Stock Appreciation Right may be exercised unless the Participant has maintained Continuous Service since the Grant Date. To exercise a Stock Appreciation Right, the Participant shall give written notice to the Company in form satisfactory to the Committee (and, if partial exercises have been permitted by the Committee, by specifying the number of Shares with respect to which such Participant elects to exercise such Stock Appreciation Right) together with full payment of the exercise price, to the extent required. The date of exercise shall be the date on which such notice is received by the Company. Payment, if any is required, shall be made either (i) in cash (including check, bank draft or money order) or (ii) by delivering (A) Shares already owned by the Participant and having a fair market value equal to the applicable exercise price, such fair market value to be determined by the Committee or as may be required to comply with requirements of any Applicable Law or regulations, or (B) a combination of cash and Shares.
|
f.
|
No Deferral of Compensation Beyond Exercise.
Settlement of Stock Appreciation Rights shall occur within sixty (60) days of the exercise date and no award of Stock Appreciation Rights may provide for a deferral of compensation under Code section 409A.
|
g.
|
No Repricing
. The exercise price of a Stock Appreciation Right may not be reduced without the approval of the Company’s stockholders. This shall include, without limitation, a repricing of a Stock Appreciation Right as well as a Stock Appreciation Right exchange program whereby the Participant agrees to cancel an existing Stock Appreciation Right in exchange for (a) Awards with a lower exercise price, (b) a different type of Award, (c) cash, or (d) a combination of (a), (b) and/or (c).
|
3.
|
Restricted Stock
. The Committee is hereby authorized to grant Awards of Restricted Stock to Participants with the following terms and conditions and with such additional terms and conditions that are consistent with the Plan as the Committee shall determine:
|
a.
|
Restrictions
. Shares of Restricted Stock shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate. The Committee may set restrictions based upon continued employment or service with the Company and its affiliates, the achievement of specific performance objectives, the achievement of Performance Goals, applicable federal or state securities laws, other Applicable Law, or any other basis determined by the Committee in its discretion. During Restricted Period, unless otherwise permitted by the Plan or by the Committee as provided in an Award Agreement, Shares may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant. Except for the restrictions which may be imposed on Restricted Stock or as otherwise provided by the Committee in an Award Agreement, a Participant to whom Shares of Restricted Stock have been awarded shall have all the rights of a stockholder, including, but not limited to, the right to receive all dividends paid on such Shares and the right to vote such Shares. Except as otherwise provided in an Award Agreement, any Shares or any other property (other than cash) distributed as a dividend or otherwise with respect to any Restricted Stock during the Restricted Period shall be subject to the same restrictions as such Restricted Stock.
|
b.
|
Restricted Stock Agreements
. At the time of an Award of Shares of Restricted Stock, the Participant shall enter into an Award Agreement with the Company in a form specified by the Committee, agreeing to the terms and conditions of the Award and such other matters as the Committee shall in its sole discretion determine.
|
c.
|
Stock Certificates
. Any Restricted Stock granted under the Plan shall be evidenced by issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. Such certificate or certificates shall be registered in the name of the Participant and shall bear the following (or similar) legend:
|
d.
|
Section 162(m) Performance Goals
. For purposes of qualifying grants of Restricted Stock as “performance-based compensation” under Code section 162(m), the Committee, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by
|
e.
|
Removal of Restrictions
. Except as otherwise provided in this Article, Shares representing Restricted Stock that are no longer subject to restrictions shall be delivered to the holder thereof promptly after the applicable restrictions lapse or are waived.
|
4.
|
Performance Awards
. The Committee is hereby authorized to grant Performance Awards to Participants, subject to the terms of the Plan and the applicable Award Agreement. At the time of grant of a Performance Award, the Participant shall enter into an Award Agreement with the Company in a form specified by the Committee, agreeing to the terms and conditions of the Performance Award and such other matters as the Committee shall in its sole discretion determine. A Performance Award granted under the Plan (a) may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock), other securities, other Awards or other property and (b) shall confer on the holder thereof the right to receive payments, in whole or in part, based upon the achievement of such performance objectives or Performance Goals during such Performance Periods as the Committee shall establish. The Performance Goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee as provided in the applicable Award Agreement. The term of a Performance Award shall not exceed ten (10) years. To the extent any Performance Award shall be subject to Code section 409A, the Award Agreement for such Performance Award shall contain all provisions, restrictions and limitations required by Code section 409A and applicable regulations.
|
a.
|
Section 162(m) Performance Goals
. For purposes of qualifying grants of Performance Awards as “performance-based compensation” under Code section 162(m), the Committee, in its discretion, may determine that the performance objectives applicable to Performance Awards shall be based on the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or before the latest date permissible to enable the Performance Award to qualify as “performance-based compensation” under Code section 162(m). For Performance Awards that are intended to qualify as performance-based compensation, the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate
|
b.
|
Payment.
Except as provided in Article J, or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period. Performance Awards shall be paid following the close of the Performance Period, no later than March 15 of the year following the year in which the Performance Period ends or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Code section 409A. To the extent any Performance Award shall be subject to Code section 409A, the Award Agreement shall contain all provisions, restrictions and limitations required by Code section 409A and applicable Treasury Regulations.
|
G.
|
Termination Of Continuous Service
|
1.
|
Options And Stock Appreciation Rights
.
|
a.
|
If a Participant to whom an Option or Stock Appreciation Right was granted shall cease to maintain Continuous Service for any reason other than death, Disability or Cause, the Participant may exercise the Option or Stock Appreciation Right to the extent that such Participant was entitled to exercise it on the date of cessation of Continuous Service, but only during the three months immediately following the cessation of Continuous Service and in no event after the expiration date of the Option or Stock Appreciation Right. If a Participant’s Continuous Service terminated for Cause, all rights under any Option or Stock Appreciation Right shall expire immediately on the date that notice of termination is given to the Participant.
|
b.
|
If a Participant to whom an Option or Stock Appreciation Right was granted shall cease to maintain Continuous Service due to Disability, the Participant may exercise the Option or Stock Appreciation Right to the extent that he or she was entitled to exercise it at the date Continuous Service ceases, but only within the one year period immediately following the date of cessation of Continuous Service and in no event after the expiration date of the Option or Stock Appreciation Right.
|
c.
|
In the event of the death of a Participant while in the Continuous Service of the Company or an Affiliate or within the periods referred to in subparagraphs a. and b. of this Article G.1., the person to whom any Option or Stock Appreciation Right held by the Participant at the time of his or her death is transferred by will or the laws of descent and distribution, or in the case of an Award other than an Incentive Stock Option, pursuant to a qualified domestic relations order, as defined in the Code or Title I of ERISA or the
|
d.
|
Following the death of any Participant to whom an Option was granted under the Plan, irrespective of whether any Related Stock Appreciation Right has been granted to the Participant or whether the person entitled to exercise a Related Stock Appreciation Right desires to do so, the Committee may elect to pay to the person to whom the Option is transferred the amount by which the Market Value per Share on the date specified by the Committee exceeds the exercise price, multiplied by the number of Shares with respect to which the Option is exercisable. An election by the Committee to settle an Option shall be considered an exercise of the Option for all purposes under the Plan.
|
e.
|
Notwithstanding the provisions of subparagraphs a. through d. above, the Committee may, in its sole discretion, extend the term of a Nonstatutory Option or Stock Appreciation Right beyond the time periods specified above, but in no event after the expiration date of the Option or Stock Appreciation Right, or establish different terms and conditions pertaining to the effect of termination to the extent permitted by Applicable Law. Any extension of an Option term pursuant to this subsection shall comply with Code Section 409A and applicable Treasury regulations.
|
2.
|
Restricted Stock
. Except as otherwise provided in this Plan, if a Participant ceases to maintain Continuous Service for any reason (other than death or Disability), all shares of Restricted Stock held by the Participant at that time which are subject to restrictions shall be forfeited and returned to the Company, unless the Committee, in its sole discretion, shall otherwise determine. Unless the Committee, in its sole discretion, shall otherwise determine, if a Participant ceases to maintain Continuous Service by reason of death or Disability, all shares of Restricted Stock held by the Participant and at that time which are subject to restrictions shall upon such termination of Continuous Service be free of restrictions and shall not be forfeited.
|
3.
|
Performance Awards
. In the event that a Participant to whom a Performance Award has been granted shall cease to maintain Continuous Service for any reason, the rights of the Participant or any person to whom the Award may have been transferred as permitted by Article K shall be governed by the terms of the Plan and the applicable Award Agreement.
|
H.
|
Adjustments Upon Changes In Capitalization
|
I.
|
Merger Or Other Corporate Event
|
1.
|
Effect
. In the case of any merger, consolidation or combination of the Company (other than a merger, consolidation or combination in which the Company is the continuing corporation and which does not result in the outstanding Shares being converted into or exchanged for different securities, cash or other property, or any combination thereof) (referred to in this Article as a “corporate event”), all outstanding Awards on the effective date of a corporate event shall be subject to the terms and conditions contained in the agreement under which the corporate event is documented, provided that any resulting change in an Award Agreement that adversely affects a Participant shall require the Participant’s written consent. The terms and conditions may include, for example, the exchange of an Award under this Plan for an award under a plan or agreement sponsored by one or more of the other entities participating in the corporate event.
|
2.
|
Additional Awards
. In addition, the Committee may, in its sole discretion, provide to one or more Participants to whom an Option or Stock Appreciation Right has been granted, additional rights upon the occurrence of a corporate event (subject to the other provisions of the Plan and any limitation applicable to such Option or Stock Appreciation Right) to receive an amount equal to the excess of the fair market value on the date of exercise of the securities, cash or other property, or combination thereof, receivable upon the corporate event in respect of a Share over the exercise price of such Stock Appreciation Right or Option, multiplied by the number of Shares with respect to which the Option or Stock Appreciation Right shall have been exercised. Such amount may be payable fully in cash, fully in one or more of the kind or kinds of property payable in on the occurrence of the corporate event, or partly in cash and partly in one or more of such kind or kinds of property, all in the discretion of each the Participant.
|
3.
|
Compliance with Code Section 409A
. Notwithstanding the foregoing, in any circumstance or transaction in which compensation resulting from or in respect of an additional right may result in the imposition of an additional tax under Code section 409A, but would not result in the imposition of additional tax if the term
|
J.
|
Effect Of Change In Control
|
K.
|
Assignments And Transfers
|
L.
|
Employee Rights Under The Plan
|
M.
|
Delivery And Registration Of Stock
|
N.
|
Withholding Tax
|
O.
|
Amendment Or Termination
|
1.
|
Subject to subsection 2. of this Article, the Board may amend, alter, suspend, discontinue, or terminate the Plan without the consent of shareholders or Participants, except that any such action will be subject to the approval of the Company’s shareholders if, when and to the extent that shareholder approval is necessary or required under any Applicable Law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, or if the Board, in its discretion, determines to seek shareholder approval.
|
2.
|
Except as otherwise provided herein, the Committee may waive any conditions of or rights of the Company or modify or amend the terms of any outstanding Award. The Committee may not, however, amend, alter, suspend, discontinue or terminate any outstanding Award without the consent of the Participant or holder thereof, except as otherwise herein provided.
|
P.
|
Effective Date And Term Of Plan
|
Q.
|
Conformity with Section 409A
|
R.
|
Limitation of Benefits under Certain Circumstances
|
S.
|
Recoupment
|
T.
|
Regulatory Compliance
|
U.
|
Severability
|
V.
|
Governing Law
|
Name
|
|
State of Incorporation
|
|
|
|
Central Valley Community Bank
|
|
California
|
Service 1
st
Capital Trust I
|
|
Delaware
|
|
/s/ Crowe Horwath LLP
|
|
|
Sacramento, California
|
|
March 29, 2017
|
|
|
|
|
/s/James M. Ford
|
|
Date: March 29, 2017
|
James M. Ford,
|
|
|
President and Chief Executive Officer and Director (principal executive officer)
|
|
|
|
|
|
|
|
|
/s/David A. Kinross
|
|
Date: March 29, 2017
|
David A. Kinross,
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(principal accounting officer
and principal financial officer)
|
|
|
|
|
|
/s/Daniel J. Doyle
|
|
Date: March 29, 2017
|
Daniel J. Doyle,
|
|
|
Chairman of the Board and Director
|
|
|
|
|
|
/s/Daniel N. Cunningham
|
|
Date: March 29, 2017
|
Daniel N. Cunningham, Lead Independent Director
|
|
|
|
|
|
/s/Edwin S. Darden
|
|
Date: March 29, 2017
|
Edwin S. Darden,
|
|
|
Director
|
|
|
|
|
|
/s/F.T. Elliott, IV
|
|
Date: March 29, 2017
|
F.T. Elliott, IV,
|
|
|
Director
|
|
|
|
|
|
/s/Gary D. Gall
|
|
Date: March 29, 2017
|
Gary D. Gall,
|
|
|
Director
|
|
|
|
|
|
/s/Steven D. McDonald
|
|
Date: March 29, 2017
|
Steven D. McDonald,
|
|
|
Director
|
|
|
|
|
|
/s/Louis McMurray
|
|
Date: March 29, 2017
|
Louis McMurray,
|
|
|
Director
|
|
|
|
|
|
/s/William S. Smittcamp
|
|
Date: March 29, 2017
|
William S. Smittcamp,
|
|
|
Director
|
|
|
/s/ James M. Ford
|
|
Date: March 29, 2017
|
James M. Ford,
|
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/s/ David A. Kinross
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Date: March 29, 2017
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David A. Kinross,
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/s/ James M. Ford
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JAMES M. FORD
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President and Chief Executive Officer
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/s/ David A. Kinross
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DAVID A. KINROSS
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Executive Vice President and Chief Financial Officer
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