California
|
|
77-0539125
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
7100 N. Financial Dr., Suite 101, Fresno, California
|
|
93720
|
(Address of principal executive offices)
|
|
(Zip code)
|
Common Stock, no par value
|
|
CVCY
|
|
NASDAQ Capital Market
|
(Title of Each Class)
|
|
(Trading Symbol)
|
|
(Name of Each Exchange on which Registered)
|
Large accelerated filer o
|
|
Accelerated filer ý
|
|
|
|
Non-accelerated filer o
|
|
Small reporting company ý
|
|
|
Emerging growth company o
|
|
|
|
|
|
|
|
|
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except share amounts)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
|
|
|
|
||||
ASSETS
|
|
|
|
|
|
|
||
Cash and due from banks
|
|
$
|
22,713
|
|
|
$
|
24,195
|
|
Interest-earning deposits in other banks
|
|
13,449
|
|
|
28,379
|
|
||
Total cash and cash equivalents
|
|
36,162
|
|
|
52,574
|
|
||
Available-for-sale debt securities
|
|
522,943
|
|
|
470,746
|
|
||
Equity securities
|
|
7,592
|
|
|
7,472
|
|
||
Loans, less allowance for credit losses of $10,546 at March 31, 2020 and $9,130 at December 31, 2019
|
|
919,223
|
|
|
934,250
|
|
||
Bank premises and equipment, net
|
|
7,410
|
|
|
7,618
|
|
||
Bank-owned life insurance
|
|
29,945
|
|
|
30,230
|
|
||
Federal Home Loan Bank stock
|
|
6,062
|
|
|
6,062
|
|
||
Goodwill
|
|
53,777
|
|
|
53,777
|
|
||
Core deposit intangibles
|
|
1,704
|
|
|
1,878
|
|
||
Accrued interest receivable and other assets
|
|
33,828
|
|
|
32,148
|
|
||
Total assets
|
|
$
|
1,618,646
|
|
|
$
|
1,596,755
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Deposits:
|
|
|
|
|
|
|
||
Non-interest bearing
|
|
$
|
603,998
|
|
|
$
|
594,627
|
|
Interest bearing
|
|
746,593
|
|
|
738,658
|
|
||
Total deposits
|
|
1,350,591
|
|
|
1,333,285
|
|
||
|
|
|
|
|
||||
Junior subordinated deferrable interest debentures
|
|
5,155
|
|
|
5,155
|
|
||
Accrued interest payable and other liabilities
|
|
44,227
|
|
|
30,187
|
|
||
Total liabilities
|
|
1,399,973
|
|
|
1,368,627
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
|
||
Preferred stock, no par value; 10,000,000 shares authorized, none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, no par value; 80,000,000 shares authorized; issued and outstanding: 12,472,939 at March 31, 2020 and 13,052,407 at December 31, 2019
|
|
78,854
|
|
|
89,379
|
|
||
Retained earnings
|
|
141,147
|
|
|
135,932
|
|
||
Accumulated other comprehensive income (loss), net of tax
|
|
(1,328
|
)
|
|
2,817
|
|
||
Total shareholders’ equity
|
|
218,673
|
|
|
228,128
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
1,618,646
|
|
|
$
|
1,596,755
|
|
|
|
For the Quarter Ended March 31,
|
||||||
(In thousands, except share and per-share amounts)
|
|
2020
|
|
2019
|
||||
INTEREST INCOME:
|
|
|
|
|
||||
Interest and fees on loans
|
|
$
|
12,898
|
|
|
$
|
12,554
|
|
Interest on deposits in other banks
|
|
183
|
|
|
150
|
|
||
Interest and dividends on investment securities:
|
|
|
|
|
||||
Taxable
|
|
3,266
|
|
|
3,023
|
|
||
Exempt from Federal income taxes
|
|
159
|
|
|
562
|
|
||
Total interest income
|
|
16,506
|
|
|
16,289
|
|
||
INTEREST EXPENSE:
|
|
|
|
|
||||
Interest on deposits
|
|
432
|
|
|
393
|
|
||
Interest on junior subordinated deferrable interest debentures
|
|
45
|
|
|
57
|
|
||
Other
|
|
—
|
|
|
4
|
|
||
Total interest expense
|
|
477
|
|
|
454
|
|
||
Net interest income before provision for credit losses
|
|
16,029
|
|
|
15,835
|
|
||
PROVISION FOR (REVERSAL OF) CREDIT LOSSES
|
|
1,375
|
|
|
(25
|
)
|
||
Net interest income after provision for credit losses
|
|
14,654
|
|
|
15,860
|
|
||
NON-INTEREST INCOME:
|
|
|
|
|
||||
Service charges
|
|
646
|
|
|
690
|
|
||
Appreciation in cash surrender value of bank-owned life insurance
|
|
182
|
|
|
171
|
|
||
Interchange fees
|
|
333
|
|
|
343
|
|
||
Net realized gains on sales of investment securities
|
|
4,198
|
|
|
1,052
|
|
||
Federal Home Loan Bank dividends
|
|
107
|
|
|
121
|
|
||
Loan placement fees
|
|
299
|
|
|
139
|
|
||
Other income
|
|
776
|
|
|
460
|
|
||
Total non-interest income
|
|
6,541
|
|
|
2,976
|
|
||
NON-INTEREST EXPENSES:
|
|
|
|
|
||||
Salaries and employee benefits
|
|
7,512
|
|
|
6,490
|
|
||
Occupancy and equipment
|
|
1,144
|
|
|
1,479
|
|
||
Professional services
|
|
458
|
|
|
327
|
|
||
Data processing
|
|
336
|
|
|
395
|
|
||
Regulatory assessments
|
|
47
|
|
|
152
|
|
||
ATM/Debit card expenses
|
|
294
|
|
|
191
|
|
||
Information technology
|
|
608
|
|
|
777
|
|
||
Directors’ expenses
|
|
192
|
|
|
176
|
|
||
Advertising
|
|
173
|
|
|
202
|
|
||
Internet banking expense
|
|
196
|
|
|
194
|
|
||
Amortization of core deposit intangibles
|
|
174
|
|
|
174
|
|
||
Other
|
|
944
|
|
|
1,110
|
|
||
Total non-interest expenses
|
|
12,078
|
|
|
11,667
|
|
||
Income before provision for income taxes
|
|
9,117
|
|
|
7,169
|
|
||
Provision for income taxes
|
|
2,494
|
|
|
1,953
|
|
||
Net income
|
|
$
|
6,623
|
|
|
$
|
5,216
|
|
Earnings per common share:
|
|
|
|
|
||||
Basic earnings per share
|
|
$
|
0.52
|
|
|
$
|
0.38
|
|
Weighted average common shares used in basic computation
|
|
12,734,971
|
|
|
13,646,489
|
|
||
Diluted earnings per share
|
|
$
|
0.52
|
|
|
$
|
0.38
|
|
Weighted average common shares used in diluted computation
|
|
12,779,096
|
|
|
13,755,615
|
|
||
Cash dividend per common share
|
|
$
|
0.11
|
|
|
$
|
0.10
|
|
|
|
For the Quarter Ended March 31,
|
||||||
(In thousands)
|
|
2020
|
|
2019
|
||||
Net income
|
|
$
|
6,623
|
|
|
$
|
5,216
|
|
Other Comprehensive Income:
|
|
|
|
|
||||
Unrealized gains (losses) on securities:
|
|
|
|
|
||||
Unrealized holding gains (losses) arising during the period
|
|
(1,687
|
)
|
|
8,618
|
|
||
Reclassification of net gains included in net income
|
|
(4,198
|
)
|
|
(1,052
|
)
|
||
Other comprehensive income (loss), before tax
|
|
(5,885
|
)
|
|
7,566
|
|
||
Tax effect
|
|
1,740
|
|
|
(2,237
|
)
|
||
Total other comprehensive income (loss)
|
|
(4,145
|
)
|
|
5,329
|
|
||
Comprehensive income
|
|
$
|
2,478
|
|
|
$
|
10,545
|
|
|
|
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, 2019
|
|
13,754,965
|
|
|
$
|
103,851
|
|
|
$
|
120,294
|
|
|
$
|
(4,407
|
)
|
|
$
|
219,738
|
|
Net income
|
|
—
|
|
|
—
|
|
|
5,216
|
|
|
—
|
|
|
5,216
|
|
||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,329
|
|
|
5,329
|
|
||||
Restricted stock granted, net of forfeitures
|
|
(90
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Stock issued under employee stock purchase plan
|
|
4,603
|
|
|
80
|
|
|
|
|
|
|
80
|
|
||||||
Stock awarded to employees
|
|
5,295
|
|
|
100
|
|
|
|
|
|
|
100
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
143
|
|
||||
Cash dividend
|
|
—
|
|
|
—
|
|
|
(1,372
|
)
|
|
—
|
|
|
(1,372
|
)
|
||||
Stock options exercised
|
|
13,636
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
95
|
|
||||
Repurchase and retirement of common stock
|
|
(97,479
|
)
|
|
(1,874
|
)
|
|
|
|
|
|
(1,874
|
)
|
||||||
Balance, March 31, 2019
|
|
13,680,930
|
|
|
$
|
102,395
|
|
|
$
|
124,138
|
|
|
$
|
922
|
|
|
$
|
227,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, January 1, 2020
|
|
13,052,407
|
|
|
$
|
89,379
|
|
|
$
|
135,932
|
|
|
$
|
2,817
|
|
|
$
|
228,128
|
|
Net income
|
|
—
|
|
|
—
|
|
|
6,623
|
|
|
—
|
|
|
6,623
|
|
||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,145
|
)
|
|
(4,145
|
)
|
||||
Stock issued under employee stock purchase plan
|
|
3,633
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
||||
Stock awarded to employees
|
|
6,548
|
|
|
141
|
|
|
—
|
|
|
—
|
|
|
141
|
|
||||
Stock-based compensation expense
|
|
—
|
|
|
121
|
|
|
—
|
|
|
—
|
|
|
121
|
|
||||
Cash dividend
|
|
—
|
|
|
—
|
|
|
(1,408
|
)
|
|
—
|
|
|
(1,408
|
)
|
||||
Stock options exercised
|
|
31,730
|
|
|
207
|
|
|
—
|
|
|
—
|
|
|
207
|
|
||||
Repurchase and retirement of common stock
|
|
(621,379
|
)
|
|
(11,052
|
)
|
|
—
|
|
|
—
|
|
|
(11,052
|
)
|
||||
Balance, March 31, 2020
|
|
12,472,939
|
|
|
$
|
78,854
|
|
|
$
|
141,147
|
|
|
$
|
(1,328
|
)
|
|
$
|
218,673
|
|
|
|
For the Quarter
Ended March 31, |
||||||
(In thousands)
|
|
2020
|
|
2019
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||
Net income
|
|
$
|
6,623
|
|
|
$
|
5,216
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|||
Net decrease in deferred loan costs
|
|
36
|
|
|
163
|
|
||
Depreciation
|
|
240
|
|
|
521
|
|
||
Accretion
|
|
(338
|
)
|
|
(200
|
)
|
||
Amortization
|
|
942
|
|
|
1,335
|
|
||
Stock-based compensation
|
|
121
|
|
|
143
|
|
||
Provision for (reversal of) credit losses
|
|
1,375
|
|
|
(25
|
)
|
||
Net realized gains on sales of available-for-sale investment securities
|
|
(4,198
|
)
|
|
(1,052
|
)
|
||
Net change in equity securities
|
|
(120
|
)
|
|
(92
|
)
|
||
Increase in bank-owned life insurance, net of expenses
|
|
(182
|
)
|
|
(171
|
)
|
||
Net gain on bank-owned life insurance
|
|
(64
|
)
|
|
—
|
|
||
Net decrease (increase) in accrued interest receivable and other assets
|
|
644
|
|
|
(8,420
|
)
|
||
Net increase in accrued interest payable and other liabilities
|
|
1,464
|
|
|
9,702
|
|
||
Provision for deferred income taxes
|
|
(612
|
)
|
|
(218
|
)
|
||
Net cash provided by operating activities
|
|
5,931
|
|
|
6,902
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||
Purchases of available-for-sale investment securities
|
|
(155,742
|
)
|
|
(65,253
|
)
|
||
Proceeds from sales or calls of available-for-sale investment securities
|
|
106,037
|
|
|
52,985
|
|
||
Proceeds from maturity and principal repayments of available-for-sale investment securities
|
|
8,136
|
|
|
6,051
|
|
||
Net decrease (increase) in loans
|
|
13,616
|
|
|
(3,239
|
)
|
||
Purchases of premises and equipment
|
|
(32
|
)
|
|
(133
|
)
|
||
Purchases of bank-owned life insurance
|
|
—
|
|
|
(1,000
|
)
|
||
Proceeds from bank-owned life insurance
|
|
531
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
(27,454
|
)
|
|
(10,589
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||
Net increase in demand, interest bearing and savings deposits
|
|
21,196
|
|
|
9,167
|
|
||
Net (decrease) increase in time deposits
|
|
(3,890
|
)
|
|
1,099
|
|
||
Proceeds from short-term borrowings from Federal Home Loan Bank
|
|
—
|
|
|
14,000
|
|
||
Repayments of short-term borrowings to Federal Home Loan Bank
|
|
—
|
|
|
(17,000
|
)
|
||
Proceeds of borrowings from other financial institutions
|
|
—
|
|
|
1,370
|
|
||
Repayments of borrowings from other financial institutions
|
|
—
|
|
|
(1,370
|
)
|
||
Purchase and retirement of common stock
|
|
(11,052
|
)
|
|
(1,874
|
)
|
||
Proceeds from stock issued under employee stock purchase plan
|
|
58
|
|
|
80
|
|
||
Proceeds from exercise of stock options
|
|
207
|
|
|
95
|
|
||
Cash dividend payments on common stock
|
|
(1,408
|
)
|
|
(1,372
|
)
|
||
Net cash provided by financing activities
|
|
5,111
|
|
|
4,195
|
|
||
(Decrease) increase in cash and cash equivalents
|
|
(16,412
|
)
|
|
508
|
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
52,574
|
|
|
31,727
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
36,162
|
|
|
$
|
32,235
|
|
|
|
For the Quarter
Ended March 31, |
||||||
(In thousands)
|
|
2020
|
|
2019
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
|
|
|
|
|
|
|
||
Cash paid during the period for:
|
|
|
|
|
|
|
||
Interest
|
|
$
|
502
|
|
|
$
|
425
|
|
Operating cash flows from operating leases
|
|
$
|
559
|
|
|
$
|
545
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||
Initial recognition of operating lease right-of-use assets
|
|
$
|
—
|
|
|
$
|
10,129
|
|
Purchases of available-for-sale investment securities, not yet settled
|
|
$
|
12,718
|
|
|
$
|
1,816
|
|
|
|
March 31, 2020
|
||||||||||||||||||
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||||||
(In thousands)
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and due from banks
|
|
$
|
22,713
|
|
|
$
|
22,713
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,713
|
|
Interest-earning deposits in other banks
|
|
13,449
|
|
|
13,449
|
|
|
—
|
|
|
—
|
|
|
13,449
|
|
|||||
Available-for-sale debt securities
|
|
522,943
|
|
|
—
|
|
|
522,943
|
|
|
—
|
|
|
522,943
|
|
|||||
Equity securities
|
|
7,592
|
|
|
7,592
|
|
|
—
|
|
|
—
|
|
|
7,592
|
|
|||||
Loans, net
|
|
919,223
|
|
|
—
|
|
|
—
|
|
|
915,066
|
|
|
915,066
|
|
|||||
Federal Home Loan Bank stock
|
|
6,062
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Accrued interest receivable
|
|
5,710
|
|
|
15
|
|
|
2,647
|
|
|
3,048
|
|
|
5,710
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deposits
|
|
1,350,591
|
|
|
1,211,581
|
|
|
90,133
|
|
|
—
|
|
|
1,301,714
|
|
|||||
Junior subordinated deferrable interest debentures
|
|
5,155
|
|
|
—
|
|
|
—
|
|
|
2,661
|
|
|
2,661
|
|
|||||
Accrued interest payable
|
|
151
|
|
|
—
|
|
|
106
|
|
|
45
|
|
|
151
|
|
|
|
December 31, 2019
|
||||||||||||||||||
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||||||
(In thousands)
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
|
$
|
24,195
|
|
|
$
|
24,195
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,195
|
|
Interest-earning deposits in other banks
|
|
28,379
|
|
|
28,379
|
|
|
—
|
|
|
—
|
|
|
28,379
|
|
|||||
Federal funds sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Available-for-sale debt securities
|
|
470,746
|
|
|
—
|
|
|
470,746
|
|
|
—
|
|
|
470,746
|
|
|||||
Equity securities
|
|
7,472
|
|
|
7,472
|
|
|
—
|
|
|
—
|
|
|
7,472
|
|
|||||
Loans, net
|
|
934,250
|
|
|
—
|
|
|
—
|
|
|
928,807
|
|
|
928,807
|
|
|||||
Federal Home Loan Bank stock
|
|
6,062
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Accrued interest receivable
|
|
5,591
|
|
|
33
|
|
|
1,798
|
|
|
3,760
|
|
|
5,591
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
|
1,333,285
|
|
|
1,160,224
|
|
|
93,395
|
|
|
—
|
|
|
1,253,619
|
|
|||||
Junior subordinated deferrable interest debentures
|
|
5,155
|
|
|
—
|
|
|
—
|
|
|
3,976
|
|
|
3,976
|
|
|||||
Accrued interest payable
|
|
176
|
|
|
—
|
|
|
129
|
|
|
47
|
|
|
176
|
|
Description
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government agencies
|
|
$
|
43,212
|
|
|
$
|
—
|
|
|
$
|
43,212
|
|
|
$
|
—
|
|
Obligations of states and political subdivisions
|
|
205,254
|
|
|
—
|
|
|
205,254
|
|
|
—
|
|
||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
202,305
|
|
|
—
|
|
|
202,305
|
|
|
—
|
|
||||
Private label mortgage and asset backed securities
|
|
63,923
|
|
|
—
|
|
|
63,923
|
|
|
—
|
|
||||
Corporate debt securities
|
|
8,249
|
|
|
—
|
|
|
8,249
|
|
|
—
|
|
||||
Equity securities
|
|
7,592
|
|
|
7,592
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value on a recurring basis
|
|
$
|
530,535
|
|
|
$
|
7,592
|
|
|
$
|
522,943
|
|
|
$
|
—
|
|
|
Description
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government agencies
|
|
$
|
14,494
|
|
|
$
|
—
|
|
|
$
|
14,494
|
|
|
$
|
—
|
|
Obligations of states and political subdivisions
|
|
91,111
|
|
|
—
|
|
|
91,111
|
|
|
—
|
|
||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
196,719
|
|
|
—
|
|
|
196,719
|
|
|
—
|
|
||||
Private label mortgage and asset backed securities
|
|
159,378
|
|
|
—
|
|
|
159,378
|
|
|
—
|
|
||||
Corporate debt securities
|
|
9,044
|
|
|
—
|
|
|
9,044
|
|
|
—
|
|
||||
Equity securities
|
|
7,472
|
|
|
7,472
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value on a recurring basis
|
|
$
|
478,218
|
|
|
$
|
7,472
|
|
|
$
|
470,746
|
|
|
$
|
—
|
|
|
|
|
March 31, 2020
|
||||||||||||||
Available-for-Sale Securities
|
|
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government agencies
|
|
$
|
43,550
|
|
|
$
|
28
|
|
|
$
|
(366
|
)
|
|
$
|
43,212
|
|
Obligations of states and political subdivisions
|
|
200,677
|
|
|
6,393
|
|
|
(1,816
|
)
|
|
205,254
|
|
||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
205,987
|
|
|
2,804
|
|
|
(6,486
|
)
|
|
202,305
|
|
||||
Private label mortgage and asset backed securities
|
|
65,615
|
|
|
679
|
|
|
(2,371
|
)
|
|
63,923
|
|
||||
Corporate debt securities
|
|
9,000
|
|
|
—
|
|
|
(751
|
)
|
|
8,249
|
|
||||
Total available-for-sale
|
|
$
|
524,829
|
|
|
$
|
9,904
|
|
|
$
|
(11,790
|
)
|
|
$
|
522,943
|
|
|
|
December 31, 2019
|
||||||||||||||
Available-for-Sale Securities
|
|
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government agencies
|
|
$
|
14,740
|
|
|
$
|
12
|
|
|
$
|
(258
|
)
|
|
$
|
14,494
|
|
Obligations of states and political subdivisions
|
|
89,574
|
|
|
2,965
|
|
|
(1,428
|
)
|
|
91,111
|
|
||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
198,125
|
|
|
1,409
|
|
|
(2,815
|
)
|
|
196,719
|
|
||||
Private label mortgage and asset backed securities
|
|
155,308
|
|
|
4,223
|
|
|
(153
|
)
|
|
159,378
|
|
||||
Corporate debt securities
|
|
9,000
|
|
|
79
|
|
|
(35
|
)
|
|
9,044
|
|
||||
Total available-for-sale
|
|
$
|
466,747
|
|
|
$
|
8,688
|
|
|
$
|
(4,689
|
)
|
|
$
|
470,746
|
|
|
|
For the Quarter
Ended March 31, |
||||||
Available-for-Sale Securities
|
|
2020
|
|
2019
|
||||
Proceeds from sales or calls
|
|
$
|
106,037
|
|
|
$
|
52,985
|
|
Gross realized gains from sales or calls
|
|
4,198
|
|
|
1,099
|
|
||
Gross realized losses from sales or calls
|
|
—
|
|
|
(47
|
)
|
|
|
March 31, 2020
|
||||||||||||||||||||||
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
Available-for-Sale Securities
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Government agencies
|
|
$
|
28,966
|
|
|
$
|
(151
|
)
|
|
$
|
13,457
|
|
|
$
|
(215
|
)
|
|
$
|
42,423
|
|
|
$
|
(366
|
)
|
Obligations of states and political subdivisions
|
|
50,756
|
|
|
(1,816
|
)
|
|
—
|
|
|
—
|
|
|
50,756
|
|
|
(1,816
|
)
|
||||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
54,165
|
|
|
(1,327
|
)
|
|
75,561
|
|
|
(5,159
|
)
|
|
129,726
|
|
|
(6,486
|
)
|
||||||
Private label mortgage and asset backed securities
|
|
47,232
|
|
|
(2,359
|
)
|
|
5,674
|
|
|
(12
|
)
|
|
52,906
|
|
|
(2,371
|
)
|
||||||
Corporate debt securities
|
|
8,249
|
|
|
(751
|
)
|
|
—
|
|
|
—
|
|
|
8,249
|
|
|
(751
|
)
|
||||||
Total available-for-sale
|
|
$
|
189,368
|
|
|
$
|
(6,404
|
)
|
|
$
|
94,692
|
|
|
$
|
(5,386
|
)
|
|
$
|
284,060
|
|
|
$
|
(11,790
|
)
|
|
|
December 31, 2019
|
||||||||||||||||||||||
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
Available-for-Sale Securities
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Government agencies
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,713
|
|
|
$
|
(258
|
)
|
|
$
|
13,713
|
|
|
$
|
(258
|
)
|
Obligations of states and political subdivisions
|
|
65,606
|
|
|
(1,428
|
)
|
|
—
|
|
|
—
|
|
|
65,606
|
|
|
(1,428
|
)
|
||||||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
71,650
|
|
|
(932
|
)
|
|
69,518
|
|
|
(1,883
|
)
|
|
141,168
|
|
|
(2,815
|
)
|
||||||
Private label mortgage and asset backed securities
|
|
17,811
|
|
|
(81
|
)
|
|
5,624
|
|
|
(72
|
)
|
|
23,435
|
|
|
(153
|
)
|
||||||
Corporate debt securities
|
|
3,965
|
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
3,965
|
|
|
(35
|
)
|
||||||
Total available-for-sale
|
|
$
|
159,032
|
|
|
$
|
(2,476
|
)
|
|
$
|
88,855
|
|
|
$
|
(2,213
|
)
|
|
$
|
247,887
|
|
|
$
|
(4,689
|
)
|
|
|
March 31, 2020
|
||||||
Available-for-Sale Securities
|
|
Amortized Cost
|
|
Estimated Fair
Value
|
||||
Within one year
|
|
$
|
—
|
|
|
$
|
—
|
|
After one year through five years
|
|
1,577
|
|
|
1,705
|
|
||
After five years through ten years
|
|
23,097
|
|
|
24,616
|
|
||
After ten years
|
|
176,003
|
|
|
178,933
|
|
||
|
|
200,677
|
|
|
205,254
|
|
||
Investment securities not due at a single maturity date:
|
|
|
|
|
|
|
||
U.S. Government agencies
|
|
43,550
|
|
|
43,212
|
|
||
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations
|
|
205,987
|
|
|
202,305
|
|
||
Private label mortgage and asset backed securities
|
|
65,615
|
|
|
63,923
|
|
||
Corporate debt securities
|
|
9,000
|
|
|
8,249
|
|
||
Total available-for-sale
|
|
$
|
524,829
|
|
|
$
|
522,943
|
|
Loan Type (Dollars in thousands)
|
|
March 31, 2020
|
|
% of Total
Loans
|
|
December 31, 2019
|
|
% of Total
Loans
|
||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Commercial and industrial
|
|
$
|
102,606
|
|
|
11.0
|
%
|
|
$
|
102,541
|
|
|
10.9
|
%
|
Agricultural production
|
|
17,162
|
|
|
1.9
|
%
|
|
23,159
|
|
|
2.6
|
%
|
||
Total commercial
|
|
119,768
|
|
|
12.9
|
%
|
|
125,700
|
|
|
13.5
|
%
|
||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Owner occupied
|
|
198,551
|
|
|
21.4
|
%
|
|
197,946
|
|
|
21.0
|
%
|
||
Real estate construction and other land loans
|
|
79,794
|
|
|
8.6
|
%
|
|
73,718
|
|
|
7.8
|
%
|
||
Commercial real estate
|
|
326,044
|
|
|
35.2
|
%
|
|
329,333
|
|
|
34.9
|
%
|
||
Agricultural real estate
|
|
67,935
|
|
|
7.3
|
%
|
|
76,304
|
|
|
8.1
|
%
|
||
Other real estate
|
|
33,184
|
|
|
3.6
|
%
|
|
31,241
|
|
|
3.3
|
%
|
||
Total real estate
|
|
705,508
|
|
|
76.1
|
%
|
|
708,542
|
|
|
75.1
|
%
|
||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Equity loans and lines of credit
|
|
61,601
|
|
|
6.6
|
%
|
|
64,841
|
|
|
6.9
|
%
|
||
Consumer and installment
|
|
41,341
|
|
|
4.4
|
%
|
|
42,782
|
|
|
4.5
|
%
|
||
Total consumer
|
|
102,942
|
|
|
11.0
|
%
|
|
107,623
|
|
|
11.4
|
%
|
||
Net deferred origination costs
|
|
1,551
|
|
|
|
|
|
1,515
|
|
|
|
|
||
Total gross loans
|
|
929,769
|
|
|
100.0
|
%
|
|
943,380
|
|
|
100.0
|
%
|
||
Allowance for credit losses
|
|
(10,546
|
)
|
|
|
|
|
(9,130
|
)
|
|
|
|
||
Total loans
|
|
$
|
919,223
|
|
|
|
|
|
$
|
934,250
|
|
|
|
|
|
|
Commercial
|
|
Real Estate
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning balance, January 1, 2020
|
|
$
|
1,428
|
|
|
$
|
6,769
|
|
|
$
|
897
|
|
|
$
|
36
|
|
|
$
|
9,130
|
|
Provision charged to operations
|
|
225
|
|
|
786
|
|
|
302
|
|
|
62
|
|
|
1,375
|
|
|||||
Losses charged to allowance
|
|
(28
|
)
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(43
|
)
|
|||||
Recoveries
|
|
32
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
84
|
|
|||||
Ending balance, March 31, 2020
|
|
$
|
1,657
|
|
|
$
|
7,555
|
|
|
$
|
1,236
|
|
|
$
|
98
|
|
|
$
|
10,546
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning balance, January 1, 2019
|
|
$
|
1,671
|
|
|
$
|
6,539
|
|
|
$
|
826
|
|
|
$
|
68
|
|
|
$
|
9,104
|
|
(Reversal) provision charged to operations
|
|
(252
|
)
|
|
170
|
|
|
61
|
|
|
(4
|
)
|
|
(25
|
)
|
|||||
Losses charged to allowance
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Recoveries
|
|
31
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
48
|
|
|||||
Ending balance, March 31, 2019
|
|
$
|
1,450
|
|
|
$
|
6,709
|
|
|
$
|
895
|
|
|
$
|
64
|
|
|
$
|
9,118
|
|
|
|
|
Commercial
|
|
Real Estate
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ending balance, March 31, 2020
|
|
$
|
1,657
|
|
|
$
|
7,555
|
|
|
$
|
1,236
|
|
|
$
|
98
|
|
|
$
|
10,546
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
175
|
|
|
$
|
3
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
194
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
1,482
|
|
|
$
|
7,552
|
|
|
$
|
1,220
|
|
|
$
|
98
|
|
|
$
|
10,352
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ending balance, December 31, 2019
|
|
$
|
1,428
|
|
|
$
|
6,769
|
|
|
$
|
897
|
|
|
$
|
36
|
|
|
$
|
9,130
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
40
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
1,426
|
|
|
$
|
6,766
|
|
|
$
|
862
|
|
|
$
|
36
|
|
|
$
|
9,090
|
|
|
|
Commercial
|
|
Real Estate
|
|
Consumer
|
|
Total
|
||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ending balance, March 31, 2020
|
|
$
|
119,768
|
|
|
$
|
705,508
|
|
|
$
|
102,942
|
|
|
$
|
928,218
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
12,995
|
|
|
$
|
1,876
|
|
|
$
|
1,242
|
|
|
$
|
16,113
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
106,773
|
|
|
$
|
703,632
|
|
|
$
|
101,700
|
|
|
$
|
912,105
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loans:
|
|
|
|
|
|
|
|
|
||||||||
Ending balance, December 31, 2019
|
|
$
|
125,700
|
|
|
$
|
708,542
|
|
|
$
|
107,623
|
|
|
$
|
941,865
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
187
|
|
|
$
|
2,036
|
|
|
$
|
1,511
|
|
|
$
|
3,734
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
125,513
|
|
|
$
|
706,506
|
|
|
$
|
106,112
|
|
|
$
|
938,131
|
|
|
|
Pass
|
|
Special Mention
|
|
Sub-Standard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
87,749
|
|
|
$
|
2,364
|
|
|
$
|
12,493
|
|
|
$
|
—
|
|
|
$
|
102,606
|
|
Agricultural production
|
|
11,284
|
|
|
—
|
|
|
5,878
|
|
|
—
|
|
|
17,162
|
|
|||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied
|
|
187,015
|
|
|
6,870
|
|
|
4,666
|
|
|
—
|
|
|
198,551
|
|
|||||
Real estate construction and other land loans
|
|
77,411
|
|
|
333
|
|
|
2,050
|
|
|
—
|
|
|
79,794
|
|
|||||
Commercial real estate
|
|
324,088
|
|
|
854
|
|
|
1,102
|
|
|
—
|
|
|
326,044
|
|
|||||
Agricultural real estate
|
|
60,058
|
|
|
1,000
|
|
|
6,877
|
|
|
—
|
|
|
67,935
|
|
|||||
Other real estate
|
|
33,184
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,184
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity loans and lines of credit
|
|
59,732
|
|
|
515
|
|
|
1,354
|
|
|
—
|
|
|
61,601
|
|
|||||
Consumer and installment
|
|
41,341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,341
|
|
|||||
Total
|
|
$
|
881,862
|
|
|
$
|
11,936
|
|
|
$
|
34,420
|
|
|
$
|
—
|
|
|
$
|
928,218
|
|
|
|
Pass
|
|
Special Mention
|
|
Sub-Standard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
86,705
|
|
|
$
|
2,635
|
|
|
$
|
13,201
|
|
|
$
|
—
|
|
|
$
|
102,541
|
|
Agricultural production
|
|
18,814
|
|
|
—
|
|
|
4,345
|
|
|
—
|
|
|
23,159
|
|
|||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied
|
|
186,370
|
|
|
6,881
|
|
|
4,695
|
|
|
—
|
|
|
197,946
|
|
|||||
Real estate construction and other land loans
|
|
72,142
|
|
|
—
|
|
|
1,576
|
|
|
—
|
|
|
73,718
|
|
|||||
Commercial real estate
|
|
310,982
|
|
|
17,202
|
|
|
1,149
|
|
|
—
|
|
|
329,333
|
|
|||||
Agricultural real estate
|
|
68,032
|
|
|
946
|
|
|
7,326
|
|
|
—
|
|
|
76,304
|
|
|||||
Other real estate
|
|
31,241
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,241
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity loans and lines of credit
|
|
62,776
|
|
|
519
|
|
|
1,546
|
|
|
—
|
|
|
64,841
|
|
|||||
Consumer and installment
|
|
42,782
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,782
|
|
|||||
Total
|
|
$
|
879,844
|
|
|
$
|
28,183
|
|
|
$
|
33,838
|
|
|
$
|
—
|
|
|
$
|
941,865
|
|
|
|
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
|
|
$
|
209
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
209
|
|
|
$
|
102,397
|
|
|
$
|
102,606
|
|
|
$
|
—
|
|
|
$
|
20
|
|
Agricultural production
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,162
|
|
|
17,162
|
|
|
—
|
|
|
—
|
|
||||||||
Real estate:
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Owner occupied
|
|
—
|
|
|
—
|
|
|
218
|
|
|
218
|
|
|
198,333
|
|
|
198,551
|
|
|
—
|
|
|
411
|
|
||||||||
Real estate construction and other land loans
|
|
191
|
|
|
—
|
|
|
—
|
|
|
191
|
|
|
79,603
|
|
|
79,794
|
|
|
—
|
|
|
—
|
|
||||||||
Commercial real estate
|
|
205
|
|
|
—
|
|
|
—
|
|
|
205
|
|
|
325,839
|
|
|
326,044
|
|
|
—
|
|
|
360
|
|
||||||||
Agricultural real estate
|
|
324
|
|
|
—
|
|
|
—
|
|
|
324
|
|
|
67,611
|
|
|
67,935
|
|
|
—
|
|
|
195
|
|
||||||||
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,184
|
|
|
33,184
|
|
|
—
|
|
|
—
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity loans and lines of credit
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
61,590
|
|
|
61,601
|
|
|
—
|
|
|
129
|
|
||||||||
Consumer and installment
|
|
178
|
|
|
—
|
|
|
—
|
|
|
178
|
|
|
41,163
|
|
|
41,341
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
|
$
|
1,118
|
|
|
$
|
—
|
|
|
$
|
218
|
|
|
$
|
1,336
|
|
|
$
|
926,882
|
|
|
$
|
928,218
|
|
|
$
|
—
|
|
|
$
|
1,115
|
|
|
|
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
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
102,524
|
|
|
$
|
102,541
|
|
|
$
|
—
|
|
|
$
|
187
|
|
Agricultural production
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,159
|
|
|
23,159
|
|
|
—
|
|
|
—
|
|
||||||||
Real estate:
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Owner occupied
|
|
—
|
|
|
218
|
|
|
—
|
|
|
218
|
|
|
197,728
|
|
|
197,946
|
|
|
—
|
|
|
416
|
|
||||||||
Real estate construction and other land loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,718
|
|
|
73,718
|
|
|
—
|
|
|
—
|
|
||||||||
Commercial real estate
|
|
—
|
|
|
381
|
|
|
—
|
|
|
381
|
|
|
328,952
|
|
|
329,333
|
|
|
—
|
|
|
381
|
|
||||||||
Agricultural real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,304
|
|
|
76,304
|
|
|
—
|
|
|
321
|
|
||||||||
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,241
|
|
|
31,241
|
|
|
—
|
|
|
—
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity loans and lines of credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,841
|
|
|
64,841
|
|
|
—
|
|
|
388
|
|
||||||||
Consumer and installment
|
|
168
|
|
|
—
|
|
|
—
|
|
|
168
|
|
|
42,614
|
|
|
42,782
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
|
$
|
185
|
|
|
$
|
599
|
|
|
$
|
—
|
|
|
$
|
784
|
|
|
$
|
941,081
|
|
|
$
|
941,865
|
|
|
$
|
—
|
|
|
$
|
1,693
|
|
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and industrial
|
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
—
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|||
Owner occupied
|
|
411
|
|
|
424
|
|
|
—
|
|
|||
Commercial real estate
|
|
1,083
|
|
|
1,351
|
|
|
—
|
|
|||
Agricultural real estate
|
|
232
|
|
|
237
|
|
|
—
|
|
|||
Total real estate
|
|
1,726
|
|
|
2,012
|
|
|
—
|
|
|||
Consumer:
|
|
|
|
|
|
|
|
|
|
|||
Equity loans and lines of credit
|
|
279
|
|
|
325
|
|
|
—
|
|
|||
Total with no related allowance recorded
|
|
2,018
|
|
|
2,351
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and industrial
|
|
12,132
|
|
|
12,134
|
|
|
158
|
|
|||
Agricultural production
|
|
850
|
|
|
850
|
|
|
17
|
|
|||
Total commercial
|
|
12,982
|
|
|
12,984
|
|
|
175
|
|
|||
Real estate:
|
|
|
|
|
|
|
|
|
|
|||
Commercial real estate
|
|
150
|
|
|
151
|
|
|
3
|
|
|||
Consumer:
|
|
|
|
|
|
|
|
|
|
|||
Equity loans and lines of credit
|
|
963
|
|
|
963
|
|
|
16
|
|
|||
Total with an allowance recorded
|
|
14,095
|
|
|
14,098
|
|
|
194
|
|
|||
Total
|
|
$
|
16,113
|
|
|
$
|
16,449
|
|
|
$
|
194
|
|
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and industrial
|
|
$
|
163
|
|
|
$
|
432
|
|
|
$
|
—
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|||
Owner occupied
|
|
416
|
|
|
426
|
|
|
—
|
|
|||
Real estate construction and other land loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Commercial real estate
|
|
1,110
|
|
|
1,361
|
|
|
—
|
|
|||
Agricultural real estate
|
|
321
|
|
|
321
|
|
|
—
|
|
|||
Total real estate
|
|
1,847
|
|
|
2,108
|
|
|
—
|
|
|||
Consumer:
|
|
|
|
|
|
|
|
|
|
|||
Equity loans and lines of credit
|
|
220
|
|
|
256
|
|
|
—
|
|
|||
Total with no related allowance recorded
|
|
2,230
|
|
|
2,796
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and industrial
|
|
24
|
|
|
27
|
|
|
2
|
|
|||
Real estate:
|
|
|
|
|
|
|
|
|
|
|||
Commercial real estate
|
|
152
|
|
|
153
|
|
|
3
|
|
|||
Agricultural real estate
|
|
37
|
|
|
37
|
|
|
—
|
|
|||
Total real estate
|
|
189
|
|
|
190
|
|
|
3
|
|
|||
Consumer:
|
|
|
|
|
|
|
|
|
|
|||
Equity loans and lines of credit
|
|
1,291
|
|
|
1,292
|
|
|
35
|
|
|||
Total with an allowance recorded
|
|
1,504
|
|
|
1,509
|
|
|
40
|
|
|||
Total
|
|
$
|
3,734
|
|
|
$
|
4,305
|
|
|
$
|
40
|
|
|
|
Three Months Ended March 31, 2020
|
|
Three Months Ended March 31, 2019
|
||||||||||||
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and industrial
|
|
$
|
121
|
|
|
$
|
—
|
|
|
$
|
249
|
|
|
$
|
—
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Owner occupied
|
|
413
|
|
|
—
|
|
|
213
|
|
|
—
|
|
||||
Real estate construction and other land loans
|
|
—
|
|
|
—
|
|
|
2,217
|
|
|
16
|
|
||||
Commercial real estate
|
|
1,101
|
|
|
12
|
|
|
1,171
|
|
|
12
|
|
||||
Agricultural real estate
|
|
258
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total real estate
|
|
1,772
|
|
|
12
|
|
|
3,601
|
|
|
28
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity loans and lines of credit
|
|
300
|
|
|
3
|
|
|
196
|
|
|
1
|
|
||||
Total with no related allowance recorded
|
|
2,193
|
|
|
15
|
|
|
4,046
|
|
|
29
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and industrial
|
|
3,048
|
|
|
173
|
|
|
84
|
|
|
1
|
|
||||
Agricultural production
|
|
212
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
Total commercial
|
|
3,260
|
|
|
185
|
|
|
84
|
|
|
1
|
|
||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial real estate
|
|
151
|
|
|
3
|
|
|
572
|
|
|
3
|
|
||||
Agricultural real estate
|
|
19
|
|
|
—
|
|
|
44
|
|
|
1
|
|
||||
Total real estate
|
|
170
|
|
|
3
|
|
|
616
|
|
|
4
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity loans and lines of credit
|
|
1,124
|
|
|
14
|
|
|
1,105
|
|
|
14
|
|
||||
Consumer and installment
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total consumer
|
|
1,127
|
|
|
14
|
|
|
1,105
|
|
|
14
|
|
||||
Total with an allowance recorded
|
|
4,557
|
|
|
202
|
|
|
1,805
|
|
|
19
|
|
||||
Total
|
|
$
|
6,750
|
|
|
$
|
217
|
|
|
$
|
5,851
|
|
|
$
|
48
|
|
|
Troubled Debt Restructurings:
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment (1)
|
|
Principal Modification (2)
|
|
Post Modification Outstanding Recorded Investment (3)
|
|
Outstanding Recorded Investment
|
|||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial and industrial
|
|
1
|
|
|
$
|
12,925
|
|
|
$
|
—
|
|
|
$
|
12,925
|
|
|
$
|
12,125
|
|
Agricultural production
|
|
1
|
|
|
850
|
|
|
—
|
|
|
850
|
|
|
850
|
|
||||
Total
|
|
2
|
|
|
$
|
13,775
|
|
|
$
|
—
|
|
|
$
|
13,775
|
|
|
$
|
12,975
|
|
(1)
|
Amounts represent the recorded investment in loans before recognizing effects of the Troubled Debt Restructurings, if any.
|
(2)
|
Principal modification includes principal forgiveness at the time of modification, contingent principal forgiveness granted over the life of the loan based on borrower performance, and principal that has been legally separated and deferred to the end of the loan, with zero percent contractual interest rate.
|
(3)
|
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 (2)
|
|
Post Modification Outstanding Recorded Investment (3)
|
|
Outstanding Recorded Investment
|
|||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity loans and lines of credit
|
|
1
|
|
|
$
|
13
|
|
|
—
|
|
$
|
13
|
|
|
$
|
13
|
|
||
Total
|
|
1
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
13
|
|
Troubled Debt Restructuring
|
Troubled Debt Restructuring
|
Basic Earnings Per Share
|
|
For the Quarter
Ended March 31, |
||||||
(In thousands, except share and per share amounts)
|
|
2020
|
|
2019
|
||||
Net income
|
|
$
|
6,623
|
|
|
$
|
5,216
|
|
Weighted average shares outstanding
|
|
12,734,971
|
|
|
13,646,489
|
|
||
Basic earnings per share
|
|
$
|
0.52
|
|
|
$
|
0.38
|
|
Diluted Earnings Per Share
|
|
For the Quarter
Ended March 31, |
||||||
(In thousands, except share and per share amounts)
|
|
2020
|
|
2019
|
||||
Net income
|
|
$
|
6,623
|
|
|
$
|
5,216
|
|
Weighted average shares outstanding
|
|
12,734,971
|
|
|
13,646,489
|
|
||
Effect of dilutive stock options
|
|
44,125
|
|
|
109,126
|
|
||
Weighted average shares of common stock and common stock equivalents
|
|
12,779,096
|
|
|
13,755,615
|
|
||
Diluted earnings per share
|
|
$
|
0.52
|
|
|
$
|
0.38
|
|
|
|
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic Value (In thousands)
|
|||||
Options outstanding at January 1, 2020
|
|
121,120
|
|
|
$
|
8.73
|
|
|
|
|
|
|
|
Options exercised
|
|
(31,730
|
)
|
|
$
|
6.54
|
|
|
|
|
|
|
|
Options forfeited
|
|
(400
|
)
|
|
$
|
8.02
|
|
|
|
|
|
|
|
Options outstanding at March 31, 2020
|
|
88,990
|
|
|
$
|
9.51
|
|
|
2.05
|
|
$
|
343
|
|
Options vested or expected to vest at March 31, 2020
|
|
88,990
|
|
|
$
|
9.51
|
|
|
2.05
|
|
$
|
343
|
|
Options exercisable at March 31, 2020
|
|
88,990
|
|
|
$
|
9.51
|
|
|
2.05
|
|
$
|
343
|
|
|
|
For the Quarter
Ended March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Intrinsic value of options exercised
|
|
$
|
349
|
|
|
$
|
167
|
|
Cash received from options exercised
|
|
$
|
207
|
|
|
$
|
95
|
|
Excess tax benefit realized for option exercises
|
|
$
|
72
|
|
|
$
|
17
|
|
|
|
Shares
|
|
Weighted
Average
Grant-Date Fair Value
|
|||
Nonvested outstanding shares at January 1, 2020
|
|
45,160
|
|
|
$
|
17.38
|
|
Granted
|
|
6,548
|
|
|
$
|
21.59
|
|
Vested
|
|
(10,380
|
)
|
|
$
|
17.86
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
Nonvested outstanding shares at March 31, 2020
|
|
41,328
|
|
|
$
|
17.93
|
|
|
|
For the Three Months Ended
March 31, 2020 |
|
For the Three Months Ended
March 31, 2019
|
||||||||||||||||||
(Dollars in thousands)
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Interest
Rate
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Interest
Rate
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest-earning deposits in other banks
|
|
$
|
53,796
|
|
|
$
|
183
|
|
|
1.36
|
%
|
|
$
|
24,676
|
|
|
$
|
150
|
|
|
2.43
|
%
|
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Taxable securities
|
|
451,558
|
|
|
3,266
|
|
|
2.89
|
%
|
|
398,866
|
|
|
3,023
|
|
|
3.03
|
%
|
||||
Non-taxable securities (1)
|
|
16,313
|
|
|
201
|
|
|
4.93
|
%
|
|
72,263
|
|
|
712
|
|
|
3.94
|
%
|
||||
Total investment securities
|
|
467,871
|
|
|
3,467
|
|
|
2.96
|
%
|
|
471,129
|
|
|
3,735
|
|
|
3.17
|
%
|
||||
Total securities and interest-earning deposits
|
|
521,667
|
|
|
3,650
|
|
|
2.80
|
%
|
|
495,805
|
|
|
3,885
|
|
|
3.13
|
%
|
||||
Loans (2) (3)
|
|
923,208
|
|
|
12,898
|
|
|
5.62
|
%
|
|
903,415
|
|
|
12,554
|
|
|
5.64
|
%
|
||||
Total interest-earning assets
|
|
1,444,875
|
|
|
$
|
16,548
|
|
|
4.61
|
%
|
|
1,399,220
|
|
|
$
|
16,439
|
|
|
4.76
|
%
|
||
Allowance for credit losses
|
|
(9,243
|
)
|
|
|
|
|
|
|
|
(9,124
|
)
|
|
|
|
|
|
|
||||
Nonaccrual loans
|
|
1,403
|
|
|
|
|
|
|
|
|
2,696
|
|
|
|
|
|
|
|
||||
Cash and due from banks
|
|
25,606
|
|
|
|
|
|
|
|
|
26,011
|
|
|
|
|
|
|
|
||||
Bank premises and equipment
|
|
7,553
|
|
|
|
|
|
|
|
|
8,393
|
|
|
|
|
|
|
|
||||
Other assets
|
|
127,870
|
|
|
|
|
|
|
|
|
113,525
|
|
|
|
|
|
|
|
||||
Total average assets
|
|
$
|
1,598,064
|
|
|
|
|
|
|
|
|
$
|
1,540,721
|
|
|
|
|
|
|
|
||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Savings and NOW accounts
|
|
$
|
377,137
|
|
|
$
|
101
|
|
|
0.11
|
%
|
|
$
|
372,457
|
|
|
$
|
113
|
|
|
0.12
|
%
|
Money market accounts
|
|
275,581
|
|
|
144
|
|
|
0.21
|
%
|
|
276,680
|
|
|
148
|
|
|
0.22
|
%
|
||||
Time certificates of deposit
|
|
91,505
|
|
|
187
|
|
|
0.82
|
%
|
|
97,738
|
|
|
132
|
|
|
0.55
|
%
|
||||
Total interest-bearing deposits
|
|
744,223
|
|
|
432
|
|
|
0.23
|
%
|
|
746,875
|
|
|
393
|
|
|
0.21
|
%
|
||||
Other borrowed funds
|
|
5,155
|
|
|
45
|
|
|
3.49
|
%
|
|
5,766
|
|
|
61
|
|
|
4.23
|
%
|
||||
Total interest-bearing liabilities
|
|
749,378
|
|
|
$
|
477
|
|
|
0.26
|
%
|
|
752,641
|
|
|
$
|
454
|
|
|
0.24
|
%
|
||
Non-interest bearing demand deposits
|
|
590,180
|
|
|
|
|
|
|
|
|
543,137
|
|
|
|
|
|
|
|
||||
Other liabilities
|
|
30,505
|
|
|
|
|
|
|
|
|
23,433
|
|
|
|
|
|
|
|
||||
Shareholders’ equity
|
|
228,001
|
|
|
|
|
|
|
|
|
221,510
|
|
|
|
|
|
|
|
||||
Total average liabilities and shareholders’ equity
|
|
$
|
1,598,064
|
|
|
|
|
|
|
|
|
$
|
1,540,721
|
|
|
|
|
|
|
|
||
Interest income and rate earned on average earning assets
|
|
|
|
|
$
|
16,548
|
|
|
4.61
|
%
|
|
|
|
|
$
|
16,439
|
|
|
4.76
|
%
|
||
Interest expense and interest cost related to average interest-bearing liabilities
|
|
|
|
|
477
|
|
|
0.26
|
%
|
|
|
|
|
454
|
|
|
0.24
|
%
|
||||
Net interest income and net interest margin (4)
|
|
|
|
|
$
|
16,071
|
|
|
4.47
|
%
|
|
|
|
|
$
|
15,985
|
|
|
4.63
|
%
|
(1)
|
Calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling $42 and $150 in 2020 and 2019, respectively.
|
(2)
|
Loan interest income includes loan fees of $117 in 2020 and $27 in 2019.
|
(3)
|
Average loans do not include nonaccrual loans but do include interest income recovered from previously charged off loans.
|
(4)
|
Net interest margin is computed by dividing net interest income by total average interest-earning assets.
|
Changes in Volume/Rate
|
|
For the Three Months Ended March 31, 2020 and 2019
|
||||||||||
(In thousands)
|
|
Volume
|
|
Rate
|
|
Net
|
||||||
Increase (decrease) due to changes in:
|
|
|
|
|
|
|
|
|
|
|||
Interest income:
|
|
|
|
|
|
|
|
|
|
|||
Interest-earning deposits in other banks
|
|
$
|
177
|
|
|
$
|
(144
|
)
|
|
$
|
33
|
|
Investment securities:
|
|
|
|
|
|
|
||||||
Taxable
|
|
399
|
|
|
(156
|
)
|
|
243
|
|
|||
Non-taxable (1)
|
|
(551
|
)
|
|
40
|
|
|
(511
|
)
|
|||
Total investment securities
|
|
(152
|
)
|
|
(116
|
)
|
|
(268
|
)
|
|||
Federal funds sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Loans
|
|
276
|
|
|
68
|
|
|
344
|
|
|||
Total earning assets (1)
|
|
301
|
|
|
(192
|
)
|
|
109
|
|
|||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|||
Deposits:
|
|
|
|
|
|
|
|
|
|
|||
Savings, NOW and MMA
|
|
1
|
|
|
(17
|
)
|
|
(16
|
)
|
|||
Time certificate of deposits
|
|
(8
|
)
|
|
63
|
|
|
55
|
|
|||
Total interest-bearing deposits
|
|
(7
|
)
|
|
46
|
|
|
39
|
|
|||
Other borrowed funds
|
|
(7
|
)
|
|
(9
|
)
|
|
(16
|
)
|
|||
Total interest-bearing liabilities
|
|
(14
|
)
|
|
37
|
|
|
23
|
|
|||
Net interest income (1)
|
|
$
|
315
|
|
|
$
|
(229
|
)
|
|
$
|
86
|
|
Loan Type
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Commercial:
|
|
|
|
|
||||
Commercial and industrial
|
|
$
|
1,437
|
|
|
$
|
1,115
|
|
Agricultural production
|
|
220
|
|
|
313
|
|
||
Total commercial
|
|
1,657
|
|
|
1,428
|
|
||
Real estate:
|
|
|
|
|
||||
Owner occupied
|
|
1,597
|
|
|
1,319
|
|
||
Real estate construction and other land loans
|
|
1,012
|
|
|
932
|
|
||
Commercial real estate
|
|
4,072
|
|
|
3,453
|
|
||
Agricultural real estate
|
|
674
|
|
|
925
|
|
||
Other real estate
|
|
200
|
|
|
140
|
|
||
Total real estate
|
|
7,555
|
|
|
6,769
|
|
||
Consumer:
|
|
|
|
|
||||
Equity loans and lines of credit
|
|
434
|
|
|
425
|
|
||
Consumer and installment
|
|
802
|
|
|
472
|
|
||
Total consumer
|
|
1,236
|
|
|
897
|
|
||
Unallocated reserves
|
|
98
|
|
|
36
|
|
||
Total allowance for credit losses
|
|
$
|
10,546
|
|
|
$
|
9,130
|
|
|
|
For the Quarter
Ended March 31, |
||||||||||||
|
|
2020
|
|
2019
|
||||||||||
(Dollars in thousands)
|
|
Other Expense
|
|
% Average
Assets
|
|
Other Expense
|
|
% Average
Assets
|
||||||
Stationery/supplies
|
|
$
|
65
|
|
|
0.02
|
%
|
|
$
|
44
|
|
|
0.01
|
%
|
Amortization of software
|
|
49
|
|
|
0.01
|
%
|
|
82
|
|
|
0.02
|
%
|
||
Postage
|
|
54
|
|
|
0.01
|
%
|
|
53
|
|
|
0.01
|
%
|
||
Risk management expense
|
|
59
|
|
|
0.01
|
%
|
|
57
|
|
|
0.01
|
%
|
||
Shareholder services
|
|
23
|
|
|
0.01
|
%
|
|
20
|
|
|
0.01
|
%
|
||
Personnel other
|
|
61
|
|
|
0.02
|
%
|
|
63
|
|
|
0.02
|
%
|
||
Armored courier fees
|
|
71
|
|
|
0.02
|
%
|
|
42
|
|
|
0.01
|
%
|
||
Credit card expense
|
|
—
|
|
|
—
|
%
|
|
114
|
|
|
0.03
|
%
|
||
Telephone
|
|
53
|
|
|
0.01
|
%
|
|
55
|
|
|
0.01
|
%
|
||
Alarm
|
|
18
|
|
|
—
|
%
|
|
22
|
|
|
0.01
|
%
|
||
Donations
|
|
52
|
|
|
0.01
|
%
|
|
68
|
|
|
0.02
|
%
|
||
Education/training
|
|
52
|
|
|
0.01
|
%
|
|
24
|
|
|
0.01
|
%
|
||
Loan related expenses
|
|
14
|
|
|
—
|
%
|
|
33
|
|
|
0.01
|
%
|
||
General insurance
|
|
41
|
|
|
0.01
|
%
|
|
42
|
|
|
0.01
|
%
|
||
Travel and mileage expense
|
|
67
|
|
|
0.02
|
%
|
|
50
|
|
|
0.01
|
%
|
||
Operating losses
|
|
41
|
|
|
0.01
|
%
|
|
7
|
|
|
—
|
%
|
||
Other
|
|
224
|
|
|
0.06
|
%
|
|
334
|
|
|
0.09
|
%
|
||
Total other non-interest expense
|
|
$
|
944
|
|
|
0.24
|
%
|
|
$
|
1,110
|
|
|
0.29
|
%
|
Loan Type (dollars in thousands)
|
|
March 31, 2020
|
|
% of Total
Loans
|
|
December 31, 2019
|
|
% of Total
Loans
|
||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Commercial and industrial
|
|
$
|
102,606
|
|
|
11.0
|
%
|
|
$
|
102,541
|
|
|
10.9
|
%
|
Agricultural production
|
|
17,162
|
|
|
1.9
|
%
|
|
23,159
|
|
|
2.6
|
%
|
||
Total commercial
|
|
119,768
|
|
|
12.9
|
%
|
|
125,700
|
|
|
13.5
|
%
|
||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Owner occupied
|
|
198,551
|
|
|
21.4
|
%
|
|
197,946
|
|
|
21.0
|
%
|
||
Real estate construction and other land loans
|
|
79,794
|
|
|
8.6
|
%
|
|
73,718
|
|
|
7.8
|
%
|
||
Commercial real estate
|
|
326,044
|
|
|
35.2
|
%
|
|
329,333
|
|
|
34.9
|
%
|
||
Agricultural real estate
|
|
67,935
|
|
|
7.3
|
%
|
|
76,304
|
|
|
8.1
|
%
|
||
Other real estate
|
|
33,184
|
|
|
3.6
|
%
|
|
31,241
|
|
|
3.3
|
%
|
||
Total real estate
|
|
705,508
|
|
|
76.1
|
%
|
|
708,542
|
|
|
75.1
|
%
|
||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Equity loans and lines of credit
|
|
61,601
|
|
|
6.6
|
%
|
|
64,841
|
|
|
6.9
|
%
|
||
Consumer and installment
|
|
41,341
|
|
|
4.4
|
%
|
|
42,782
|
|
|
4.5
|
%
|
||
Total consumer
|
|
102,942
|
|
|
11.0
|
%
|
|
107,623
|
|
|
11.4
|
%
|
||
Net deferred origination costs
|
|
1,551
|
|
|
|
|
|
1,515
|
|
|
|
|
||
Total gross loans
|
|
929,769
|
|
|
100.0
|
%
|
|
943,380
|
|
|
100.0
|
%
|
||
Allowance for credit losses
|
|
(10,546
|
)
|
|
|
|
|
(9,130
|
)
|
|
|
|
||
Total loans
|
|
$
|
919,223
|
|
|
|
|
|
$
|
934,250
|
|
|
|
|
(In thousands)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Nonaccrual loans:
|
|
|
|
|
|
|
||
Commercial and industrial
|
|
$
|
20
|
|
|
$
|
187
|
|
Owner occupied real estate
|
|
411
|
|
|
416
|
|
||
Agricultural real estate
|
|
195
|
|
|
321
|
|
||
Commercial real estate
|
|
360
|
|
|
381
|
|
||
Equity loans and lines of credit
|
|
42
|
|
|
66
|
|
||
Troubled debt restructured loans (non-accruing):
|
|
|
|
|
|
|
||
Equity loans and lines of credit
|
|
87
|
|
|
322
|
|
||
Total nonaccrual
|
|
1,115
|
|
|
1,693
|
|
||
Accruing loans past due 90 days or more
|
|
—
|
|
|
—
|
|
||
Total nonperforming loans
|
|
$
|
1,115
|
|
|
$
|
1,693
|
|
Ratio of nonperforming loans to total loans
|
|
0.12
|
%
|
|
0.18
|
%
|
||
Ratio of allowance for credit losses to nonperforming loans
|
|
945.8
|
%
|
|
539.3
|
%
|
||
Loans considered to be impaired
|
|
$
|
16,113
|
|
|
$
|
3,734
|
|
Related allowance for credit losses on impaired loans
|
|
$
|
194
|
|
|
$
|
40
|
|
(In thousands)
|
|
Balance, December 31, 2019
|
|
Additions
to
Nonaccrual
Loans
|
|
Net Pay
Downs
|
|
Transfers
to
Foreclosed
Collateral and
OREO
|
|
Returns to
Accrual
Status
|
|
Charge-
Offs
|
|
Balance, March 31, 2020
|
||||||||||||||
Nonaccrual loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial and industrial
|
|
$
|
187
|
|
|
$
|
—
|
|
|
$
|
(20
|
)
|
|
$
|
—
|
|
|
$
|
(147
|
)
|
|
$
|
—
|
|
|
$
|
20
|
|
Real estate
|
|
797
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
771
|
|
|||||||
Real estate construction and other land loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Agricultural real estate
|
|
321
|
|
|
—
|
|
|
(126
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|||||||
Equity loans and lines of credit
|
|
66
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||||
Consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Restructured loans (non-accruing):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Equity loans and lines of credit
|
|
322
|
|
|
—
|
|
|
(235
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|||||||
Total nonaccrual
|
|
$
|
1,693
|
|
|
$
|
—
|
|
|
$
|
(431
|
)
|
|
$
|
—
|
|
|
$
|
(147
|
)
|
|
$
|
—
|
|
|
$
|
1,115
|
|
|
|
For the Quarter
Ended March 31, |
|
For the Year Ended
December 31,
|
|
For the Quarter
Ended March 31, |
||||||
(Dollars in thousands)
|
|
2020
|
|
2019
|
|
2019
|
||||||
Balance, beginning of period
|
|
$
|
9,130
|
|
|
$
|
9,104
|
|
|
$
|
9,104
|
|
Provision for credit losses
|
|
1,375
|
|
|
1,025
|
|
|
(25
|
)
|
|||
Losses charged to allowance
|
|
(43
|
)
|
|
(1,196
|
)
|
|
(9
|
)
|
|||
Recoveries
|
|
84
|
|
|
197
|
|
|
48
|
|
|||
Balance, end of period
|
|
$
|
10,546
|
|
|
$
|
9,130
|
|
|
$
|
9,118
|
|
Allowance for credit losses to total loans at end of period
|
|
1.13
|
%
|
|
0.97
|
%
|
|
0.99
|
%
|
|
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2019
|
|||||||||||||||
(Dollars in thousands)
|
|
Balance
|
|
% to Total Loans
|
|
Balance
|
|
% to Total Loans
|
|
Balance
|
|
% to Total Loans
|
|||||||||
Impaired loans with specific reserves
|
|
$
|
14,095
|
|
|
1.52
|
%
|
|
$
|
1,504
|
|
|
0.16
|
%
|
|
$
|
1,930
|
|
|
0.21
|
%
|
Past due loans
|
|
1,325
|
|
|
0.14
|
%
|
|
784
|
|
|
0.08
|
%
|
|
2,206
|
|
|
0.24
|
%
|
|||
Nonaccrual loans
|
|
1,115
|
|
|
0.12
|
%
|
|
1,693
|
|
|
0.18
|
%
|
|
1,548
|
|
|
0.17
|
%
|
Industry Segments
(Dollars in thousands)
|
|
Outstanding Loan Balance
|
|
Percent of Total Loan Portfolio
|
|||
Hospitality
|
|
$
|
74,675
|
|
|
8.04
|
%
|
Restaurants
|
|
16,203
|
|
|
1.75
|
%
|
|
Retail
|
|
69,127
|
|
|
7.45
|
%
|
|
Assisted living facilities
|
|
21,200
|
|
|
2.28
|
%
|
|
Childcare/Education
|
|
13,018
|
|
|
1.40
|
%
|
|
Entertainment
|
|
20,027
|
|
|
2.16
|
%
|
|
Oil/Gas
|
|
—
|
|
|
—
|
%
|
|
Shared national credits
|
|
—
|
|
|
—
|
%
|
|
Credit cards
|
|
—
|
|
|
—
|
%
|
|
Total
|
|
$
|
214,250
|
|
|
23.08
|
%
|
(Dollars in thousands)
|
|
March 31, 2020
|
|
% of
Total
Deposits
|
|
Average Effective
Rate
|
|
December 31, 2019
|
|
% of
Total
Deposits
|
|
Average Effective
Rate
|
||||||||
NOW accounts
|
|
$
|
263,199
|
|
|
19.5
|
%
|
|
0.14
|
%
|
|
$
|
266,048
|
|
|
20.0
|
%
|
|
0.21
|
%
|
MMA accounts
|
|
276,869
|
|
|
20.5
|
%
|
|
0.21
|
%
|
|
266,609
|
|
|
20.0
|
%
|
|
0.24
|
%
|
||
Time deposits
|
|
89,840
|
|
|
6.7
|
%
|
|
0.82
|
%
|
|
93,730
|
|
|
7.0
|
%
|
|
0.73
|
%
|
||
Savings deposits
|
|
116,685
|
|
|
8.6
|
%
|
|
0.03
|
%
|
|
112,271
|
|
|
8.4
|
%
|
|
0.02
|
%
|
||
Total interest-bearing
|
|
746,593
|
|
|
55.3
|
%
|
|
0.23
|
%
|
|
738,658
|
|
|
55.4
|
%
|
|
0.26
|
%
|
||
Non-interest bearing
|
|
603,998
|
|
|
44.7
|
%
|
|
|
|
594,627
|
|
|
44.6
|
%
|
|
|
||||
Total deposits
|
|
$
|
1,350,591
|
|
|
100.0
|
%
|
|
|
|
$
|
1,333,285
|
|
|
100.0
|
%
|
|
|
Credit Lines (In thousands)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Unsecured Credit Lines
|
|
|
|
|
|
|
||
(interest rate varies with market):
|
|
|
|
|
|
|
||
Credit limit
|
|
$
|
70,000
|
|
|
$
|
70,000
|
|
Balance outstanding
|
|
$
|
—
|
|
|
$
|
—
|
|
Federal Home Loan Bank
|
|
|
|
|
|
|
||
(interest rate at prevailing interest rate):
|
|
|
|
|
|
|
||
Credit limit
|
|
$
|
257,146
|
|
|
$
|
304,987
|
|
Balance outstanding
|
|
$
|
—
|
|
|
$
|
—
|
|
Collateral pledged
|
|
$
|
440,862
|
|
|
$
|
446,742
|
|
Fair value of collateral
|
|
$
|
392,694
|
|
|
$
|
410,788
|
|
Federal Reserve Bank
|
|
|
|
|
|
|
||
(interest rate at prevailing discount interest rate):
|
|
|
|
|
|
|
||
Credit limit
|
|
$
|
15,547
|
|
|
$
|
4,931
|
|
Balance outstanding
|
|
$
|
—
|
|
|
$
|
—
|
|
Collateral pledged
|
|
$
|
4,882
|
|
|
$
|
5,065
|
|
Fair value of collateral
|
|
$
|
4,781
|
|
|
$
|
5,036
|
|
•
|
demand for our products and services may decline, making it difficult to grow assets and income;
|
•
|
if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;
|
•
|
collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;
|
•
|
our allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income;
|
•
|
the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;
|
•
|
as the result of the decline in the Federal Reserve Board’s target federal funds rate, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income;
|
•
|
a material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend;
|
•
|
a prolonged weakness in economic conditions resulting in a reduction of future projected earnings could result in our recording a valuation allowance against our current outstanding deferred tax assets;
|
•
|
we rely on third party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on us; and
|
•
|
Federal Deposit Insurance Corporation premiums may increase if the agency experiences additional resolution costs.
|
Period
|
|
Total number of shares purchased
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans (1) (2) (3)
|
|
Approximate dollar value of shares that may yet be purchased under current plans (in thousands)
|
||||||
01/1/2020 - 01/31/2020
|
|
167,223
|
|
|
$
|
20.05
|
|
|
167,223
|
|
|
$
|
7,694
|
|
02/1/2020 - 02/28/2020
|
|
211,233
|
|
|
$
|
19.31
|
|
|
211,233
|
|
|
$
|
3,610
|
|
03/1/2020 - 03/31/2020
|
|
242,923
|
|
|
$
|
14.83
|
|
|
242,923
|
|
|
$
|
—
|
|
Total
|
|
621,379
|
|
|
$
|
17.76
|
|
|
621,379
|
|
|
|
Central Valley Community Bancorp
|
|
|
|
Date: May 6, 2020
|
/s/ James M. Ford
|
|
James M. Ford
|
|
President and Chief Executive Officer
|
|
|
Date: May 6, 2020
|
/s/ David A. Kinross
|
|
David A. Kinross
|
|
Executive Vice President and Chief Financial Officer
|
A.
|
This Agreement amends and supersedes the prior Executive Salary Continuation Agreement between the Parties, dated February 1, 2019.
|
B.
|
The Executive is a valued executive of the Bank, and currently serves as the Bank’s Executive Vice President and Chief Operating Officer.
|
C.
|
The Bank’s Board of Directors (the “Board”) has determined that the Executive’s services to the Bank are valuable. The Bank and the Executive desire to enter into this Agreement under which the Bank has agreed to make certain payments to the Executive following the termination of employment.
|
D.
|
The Parties intend that this Agreement shall constitute an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The parties further intend that this Agreement shall constitute a nonqualified deferred compensation arrangement under the Internal Revenue Code (“Code”). The Executive is fully advised of the Bank’s financial status and has had substantial input in the design of and benefits provided under this Agreement.
|
Month
|
Year
|
Annual Amount
|
|
|
Month
|
Year
|
Annual Amount
|
|
|
Month
|
Year
|
Annual Amount
|
||||||
March
|
2033
|
$
|
40,000
|
|
|
|
November
|
2034
|
|
$53,334
|
|
|
|
July
|
2036
|
|
$66,667
|
|
April
|
2033
|
|
$40,667
|
|
|
|
December
|
2034
|
|
$54,000
|
|
|
|
August
|
2036
|
|
$67,334
|
|
May
|
2033
|
|
$41,334
|
|
|
|
January
|
2035
|
|
$54,667
|
|
|
|
September
|
2036
|
|
$68,000
|
|
June
|
2033
|
|
$42,000
|
|
|
|
February
|
2035
|
|
$55,334
|
|
|
|
October
|
2036
|
|
$68,667
|
|
July
|
2033
|
|
$42,667
|
|
|
|
March
|
2035
|
|
$56,000
|
|
|
|
November
|
2036
|
|
$69,334
|
|
August
|
2033
|
|
$43,334
|
|
|
|
April
|
2035
|
|
$56,667
|
|
|
|
December
|
2036
|
|
$70,000
|
|
September
|
2033
|
|
$44,000
|
|
|
|
May
|
2035
|
|
$57,334
|
|
|
|
January
|
2037
|
|
$70,667
|
|
October
|
2033
|
|
$44,667
|
|
|
|
June
|
2035
|
|
$58,000
|
|
|
|
February
|
2037
|
|
$71,334
|
|
November
|
2033
|
|
$45,334
|
|
|
|
July
|
2035
|
|
$58,667
|
|
|
|
March
|
2037
|
|
$72,000
|
|
December
|
2033
|
|
$46,000
|
|
|
|
August
|
2035
|
|
$59,334
|
|
|
|
April
|
2037
|
|
$72,667
|
|
January
|
2034
|
|
$46,667
|
|
|
|
September
|
2035
|
|
$60,000
|
|
|
|
May
|
2037
|
|
$73,334
|
|
February
|
2034
|
|
$47,334
|
|
|
|
October
|
2035
|
|
$60,667
|
|
|
|
June
|
2037
|
|
$74,000
|
|
March
|
2034
|
|
$48,000
|
|
|
|
November
|
2035
|
|
$61,334
|
|
|
|
July
|
2037
|
|
$74,667
|
|
April
|
2034
|
|
$48,667
|
|
|
|
December
|
2035
|
|
$62,000
|
|
|
|
August
|
2037
|
|
$75,334
|
|
May
|
2034
|
|
$49,334
|
|
|
|
January
|
2036
|
|
$62,667
|
|
|
|
September
|
2037
|
|
$76,000
|
|
June
|
2034
|
|
$50,000
|
|
|
|
February
|
2036
|
|
$63,334
|
|
|
|
October
|
2037
|
|
$76,667
|
|
July
|
2034
|
|
$50,667
|
|
|
|
March
|
2036
|
|
$64,000
|
|
|
|
November
|
2037
|
|
$77,334
|
|
August
|
2034
|
|
$51,334
|
|
|
|
April
|
2036
|
|
$64,667
|
|
|
|
December
|
2037
|
|
$78,000
|
|
September
|
2034
|
|
$52,000
|
|
|
|
May
|
2036
|
|
$65,334
|
|
|
|
January
|
2038
|
|
$78,667
|
|
October
|
2034
|
|
$52,667
|
|
|
|
June
|
2036
|
|
$66,000
|
|
|
|
February
|
2038
|
|
$79,334
|
|
|
|
|
|
|
|
|
|
|
|
March
|
2038
|
|
$80,000
|
|
A.
|
Definitions and Construction.
|
A.
|
Restrictions on Contracts and Payments for Insured Depository Institutions in Troubled Status.
|
Discount Rate:
|
The discount rate as used in the calculations for this Agreement shall comply with the accounting standards contained in ASC 715. The initial rate shall be two and 71/100 percent (2.71%) and shall be adjusted quarterly.
|
XI.
|
TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS
|
XIII.
|
USE OF TRADE SECRETS AND SOLICITATION AFTER TERMINATION OF EMPLOYMENT
|
BANK:
CENTRAL VALLEY COMMUNITY BANK
By: /s/James Ford
James Ford
President and Chief Executive Officer
Dated: 4/23/2020
|
EXECUTIVE:
JAMES J. KIM
/s/ James J. Kim
James J. Kim
EVP COO
Dated: 4/23/2020
|
NOTE:
|
To name a trust as beneficiary, please provide the name of the trustee and the exact date of the trust agreement.
|
I.
|
DEFINITIONS
|
II.
|
POLICY TITLE AND OWNERSHIP
|
III.
|
BENEFICIARY DESIGNATION RIGHTS
|
IV.
|
PREMIUM PAYMENT METHOD
|
V.
|
TAXABLE BENEFIT
|
VI.
|
DIVISION OF DEATH PROCEEDS
|
A.
|
Upon death of the Insured prior to a Termination of Employment with the Bank, the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to a lump sum payment equal to the present value of the Retirement Benefit under that certain Executive Salary Continuation Agreement between the Bank and Insured dated of even date herewith (the "Salary Continuation Agreement"), assuming that the payments would begin on the date of death and continue for one hundred and eighty months, or one hundred percent (100%) of the total proceeds of the policy as of the date of death, whichever amount is less. Present value calculations shall be made using the assumptions set forth in Section IX(K) of the Salary Continuation Agreement.
|
B.
|
Upon death of the Insured following Retirement or Termination of Employment with the Bank, the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to a lump sum payment equal to the present value of one hundred percent (100%) of the sum of all remaining payments, if any, that would have been made under the Salary Continuation Agreement but for the Insured's death, or one hundred percent (100%) of the total proceeds of the policy as of the date of death, whichever amount is less. If no benefits are payable to the Insured pursuant to the Salary Continuation Agreement following Termination of Employment, no benefit shall be payable under this Agreement. Present value calculations shall be made using the assumptions set forth in Section IX(K) of the Salary Continuation Agreement.
|
C.
|
The Bank shall be entitled to the remainder of such proceeds.
|
D.
|
The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.
|
E.
|
For purposes of this Agreement, "Termination of Employment", "Retirement", "Retirement Benefit" and "Change In Control" shall have the same meanings as set forth in the Salary Continuation Agreement.
|
VII.
|
DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
|
VIII.
|
RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
|
IX.
|
TERMINATION OF AGREEMENT
|
1.
|
In the event benefits become payable to the Insured following a Change In Control pursuant to Section VI of the Salary Continuation Agreement;
|
2.
|
The Insured shall be discharged from employment with the Bank for cause. The term for "cause" shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit; or
|
3.
|
Surrender, lapse, or other termination of the Policy by the Bank.
|
(a)
|
The Bank's share of the cash value of the policy on the date of such assignment, as defined in this Agreement; or
|
(b)
|
The amount of the premiums which have been paid by the Bank prior to the date of such assignment, plus interest.
|
X.
|
INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS
|
XI.
|
AGREEMENT BINDING UPON THE PARTIES
|
XII.
|
ERISA PROVISIONS
|
A.
|
Named Fiduciary and Plan Administrator
|
B.
|
Funding Policy
|
C.
|
Basis of Payment of Benefits
|
D.
|
Claim Procedures
|
XIII.
|
GENDER
|
XIV.
|
INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
|
XV.
|
AMENDMENT OR REVOCATION
|
XVI.
|
EFFECTIVE DATE
|
XVII.
|
SEVERABILITY AND INTERPRETATION
|
XVIII.
|
APPLICABLE LAW
|
XIX.
|
USE OF TRADE SECRETS AND SOLICITATION AFTER TERMINATION OF EMPLOYMENT
|
BANK
CENTRAL VALLEY COMMUNITY BANK
By: /s/James Ford
James Ford
President and Chief Executive Officer
|
INSURED
/s/ James J. Kim
James J. Kim
EVP COO
|
A.
|
The Executive is a valued executive of the Bank, and currently serves as the Bank’s EVP Market Executive.
|
B.
|
The Bank’s Board of Directors (the “Board”) has determined that the Executive’s services to the Bank are valuable. The Bank and the Executive desire to enter into this Agreement under which the Bank has agreed to make certain payments to the Executive following the termination of employment.
|
C.
|
The Parties intend that this Agreement shall constitute an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The parties further intend that this Agreement shall constitute a nonqualified deferred compensation arrangement under the Internal Revenue Code (“Code”). The Executive is fully advised of the Bank’s financial status and has had substantial input in the design of and benefits provided under this Agreement.
|
Month
|
Year
|
Annual Amount
|
|
|
Month
|
Year
|
Annual Amount
|
|
|
Month
|
Year
|
Annual Amount
|
||||||
March
|
2026
|
|
$20,000
|
|
|
|
November
|
2027
|
|
$26,667
|
|
|
|
July
|
2029
|
|
$33,333
|
|
April
|
2026
|
|
$20,333
|
|
|
|
December
|
2027
|
|
$27,000
|
|
|
|
August
|
2029
|
|
$33,667
|
|
May
|
2026
|
|
$20,667
|
|
|
|
January
|
2028
|
|
$27,333
|
|
|
|
September
|
2029
|
|
$34,000
|
|
June
|
2026
|
|
$21,000
|
|
|
|
February
|
2028
|
|
$27,667
|
|
|
|
October
|
2029
|
|
$34,333
|
|
July
|
2026
|
|
$21,333
|
|
|
|
March
|
2028
|
|
$28,000
|
|
|
|
November
|
2029
|
|
$34,667
|
|
August
|
2026
|
|
$21,667
|
|
|
|
April
|
2028
|
|
$28,333
|
|
|
|
December
|
2029
|
|
$35,000
|
|
September
|
2026
|
|
$22,000
|
|
|
|
May
|
2028
|
|
$28,667
|
|
|
|
January
|
2030
|
|
$35,333
|
|
October
|
2026
|
|
$22,333
|
|
|
|
June
|
2028
|
|
$29,000
|
|
|
|
February
|
2030
|
|
$35,667
|
|
November
|
2026
|
|
$22,667
|
|
|
|
July
|
2028
|
|
$29,333
|
|
|
|
March
|
2030
|
|
$36,000
|
|
December
|
2026
|
|
$23,000
|
|
|
|
August
|
2028
|
|
$29,667
|
|
|
|
April
|
2030
|
|
$36,333
|
|
January
|
2027
|
|
$23,333
|
|
|
|
September
|
2028
|
|
$30,000
|
|
|
|
May
|
2030
|
|
$36,667
|
|
February
|
2027
|
|
$23,667
|
|
|
|
October
|
2028
|
|
$30,333
|
|
|
|
June
|
2030
|
|
$37,000
|
|
March
|
2027
|
|
$24,000
|
|
|
|
November
|
2028
|
|
$30,667
|
|
|
|
July
|
2030
|
|
$37,333
|
|
April
|
2027
|
|
$24,333
|
|
|
|
December
|
2028
|
|
$31,000
|
|
|
|
August
|
2030
|
|
$37,667
|
|
May
|
2027
|
|
$24,667
|
|
|
|
January
|
2029
|
|
$31,333
|
|
|
|
September
|
2030
|
|
$38,000
|
|
June
|
2027
|
|
$25,000
|
|
|
|
February
|
2029
|
|
$31,667
|
|
|
|
October
|
2030
|
|
$38,333
|
|
July
|
2027
|
|
$25,333
|
|
|
|
March
|
2029
|
|
$32,000
|
|
|
|
November
|
2030
|
|
$38,667
|
|
August
|
2027
|
|
$25,667
|
|
|
|
April
|
2029
|
|
$32,333
|
|
|
|
December
|
2030
|
|
$39,000
|
|
September
|
2027
|
|
$26,000
|
|
|
|
May
|
2029
|
|
$32,667
|
|
|
|
January
|
2031
|
|
$39,333
|
|
October
|
2027
|
|
$26,333
|
|
|
|
June
|
2029
|
|
$33,000
|
|
|
|
February
|
2031
|
|
$39,667
|
|
|
|
|
|
|
|
|
|
|
|
March
|
2031
|
|
$40,000
|
|
A.
|
Definitions and Construction.
|
A.
|
Restrictions on Contracts and Payments for Insured Depository Institutions in Troubled Status.
|
Discount Rate:
|
The discount rate as used in the calculations for this Agreement shall comply with the accounting standards contained in ASC 715. The initial rate shall be two and 71/100 percent (2.71%) and shall be adjusted quarterly.
|
XI.
|
TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS
|
XIII.
|
USE OF TRADE SECRETS AND SOLICITATION AFTER TERMINATION OF EMPLOYMENT
|
BANK:
CENTRAL VALLEY COMMUNITY BANK
By: /s/James Ford
James Ford
President and Chief Executive Officer
Dated: 4/23/2020
|
EXECUTIVE:
KEN RAMOS
/a/Ken Ramos
Ken Ramos
Dated: 4/23/2020
|
NOTE:
|
To name a trust as beneficiary, please provide the name of the trustee and the exact date of the trust agreement.
|
I.
|
DEFINITIONS
|
II.
|
POLICY TITLE AND OWNERSHIP
|
III.
|
BENEFICIARY DESIGNATION RIGHTS
|
IV.
|
PREMIUM PAYMENT METHOD
|
V.
|
TAXABLE BENEFIT
|
VI.
|
DIVISION OF DEATH PROCEEDS
|
A.
|
Upon death of the Insured prior to a Termination of Employment with the Bank, the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to a lump sum payment equal to the present value of the Retirement Benefit under that certain Executive Salary Continuation Agreement between the Bank and Insured dated of even date herewith (the "Salary Continuation Agreement"), assuming that the payments would begin on the date of death and continue for one hundred and eighty months, or one hundred percent (100%) of the total proceeds of the policy as of the date of death, whichever amount is less. Present value calculations shall be made using the assumptions set forth in Section IX(K) of the Salary Continuation Agreement.
|
B.
|
Upon death of the Insured following Retirement or Termination of Employment with the Bank, the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to a lump sum payment equal to the present value of one hundred percent (100%) of the sum of all remaining payments, if any, that would have been made under the Salary Continuation Agreement but for the Insured's death, or one hundred percent (100%) of the total proceeds of the policy as of the date of death, whichever amount is less. If no benefits are payable to the Insured pursuant to the Salary Continuation Agreement following Termination of Employment, no benefit shall be payable under this Agreement. Present value calculations shall be made using the assumptions set forth in Section IX(K) of the Salary Continuation Agreement.
|
C.
|
The Bank shall be entitled to the remainder of such proceeds.
|
D.
|
The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.
|
E.
|
For purposes of this Agreement, "Termination of Employment", "Retirement", "Retirement Benefit" and "Change In Control" shall have the same meanings as set forth in the Salary Continuation Agreement.
|
VII.
|
DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
|
VIII.
|
RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
|
IX.
|
TERMINATION OF AGREEMENT
|
1.
|
In the event benefits become payable to the Insured following a Change In Control pursuant to Section VI of the Salary Continuation Agreement;
|
2.
|
The Insured shall be discharged from employment with the Bank for cause. The term for "cause" shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit; or
|
3.
|
Surrender, lapse, or other termination of the Policy by the Bank.
|
(a)
|
The Bank's share of the cash value of the policy on the date of such assignment, as defined in this Agreement; or
|
(b)
|
The amount of the premiums which have been paid by the Bank prior to the date of such assignment, plus interest.
|
X.
|
INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS
|
XI.
|
AGREEMENT BINDING UPON THE PARTIES
|
XII.
|
ERISA PROVISIONS
|
A.
|
Named Fiduciary and Plan Administrator
|
B.
|
Funding Policy
|
C.
|
Basis of Payment of Benefits
|
D.
|
Claim Procedures
|
XIII.
|
GENDER
|
XIV.
|
INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
|
XV.
|
AMENDMENT OR REVOCATION
|
XVI.
|
EFFECTIVE DATE
|
XVII.
|
SEVERABILITY AND INTERPRETATION
|
XVIII.
|
APPLICABLE LAW
|
XIX.
|
USE OF TRADE SECRETS AND SOLICITATION AFTER TERMINATION OF EMPLOYMENT
|
BANK
CENTRAL VALLEY COMMUNITY BANK
By: /s/ James Ford
James Ford
President and Chief Executive Officer
|
INSURED
/s/ Ken Ramos
Ken Ramos
EVP Market Executive
|
A.
|
This Agreement amends and supersedes the Second Amended Executive Salary Continuation Agreement between the Parties, dated January 1, 2012.
|
B.
|
The Executive is a valued executive of the Bank, and currently serves as the Bank's Chief Financial Officer.
|
C.
|
The Bank's Board of Directors (the "Board") has determined that the Executive's services to the Bank are valuable. The Bank and the Executive desire to enter into this Agreement under which the Bank has agreed to make certain payments to the Executive following the termination of employment.
|
D.
|
The Parties intend that this Agreement shall constitute an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The parties further intend that this Agreement shall constitute a nonqualified deferred compensation arrangement under the Internal Revenue Code ("Code"). The Executive is fully advised of the Bank's financial status and has had substantial input in the design of and benefits provided under this Agreement.
|
A.
|
Definitions and Construction
|
A.
|
Restrictions on Contracts and Payments for Insured Depository Institutions in Troubled Status
|
Discount Rate:
|
The discount rate as used in the calculations for this Agreement shall comply with the accounting standards contained in ASC 715. The initial rate shall be two and 71/100 percent (2.71%) and shall be adjusted quarterly.
|
XI.
|
TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS
|
XIII.
|
USE OF TRADE SECRETS AND SOLICITATION AFTER TERMINATION OF EMPLOYMENT
|
BANK
CENTRAL VALLEY COMMUNITY BANK
By: /s/ James Ford
James Ford
President and Chief Executive Officer
DATED: 4/23/2020
|
EXECUTIVE
/s/ David A. Kinross
David A. Kinross
DATED: 4/23/2020
|
I.
|
DEFINITIONS
|
II.
|
POLICY TITLE AND OWNERSHIP
|
III.
|
BENEFICIARY DESIGNATION RIGHTS
|
IV.
|
PREMIUM PAYMENT METHOD
|
V.
|
TAXABLE BENEFIT
|
VI.
|
DIVISION OF DEATH PROCEEDS
|
A.
|
Upon the death of the Insured prior to a Termination of Employment with the Bank, the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to a lump sum payment equal to the present value of the Retirement Benefit under that certain Third Amended Executive Salary Continuation Agreement between the Bank and Insured dated concurrently herewith (the “Salary Continuation Agreement”), assuming that the payments would begin on the date of death and continue for one hundred and eighty months, or one hundred percent (100%) of the total Policy proceeds, whichever amount is less. Present value calculations shall be made using the assumptions set forth in Section IX(K) of the Salary Continuation Agreement.
|
B.
|
Upon the death of the Insured following Retirement or Termination of Employment with the Bank, the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to a lump sum payment equal to the present value of one hundred percent (100%) of the sum of all remaining payments, if any, that would have been made under the Salary Continuation Agreement but for the Insured's death, or one hundred percent (100%) of the total Policy proceeds, whichever amount is less. Present value calculations shall be made using the assumptions set forth in Section IX(K) of the Salary Continuation Agreement.
|
C.
|
The Bank shall be entitled to the remainder of the insurance Policy proceeds payable on the death of the Insured.
|
D.
|
The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bear to the total proceeds, excluding any such interest.
|
E.
|
For purposes of this Agreement, “Termination of Employment”, “Retirement”, “Retirement Benefit”, and “Change In Control” shall have the same meanings as set forth in the Salary Continuation Agreement.
|
VII.
|
DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
|
VIII.
|
RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
|
IX.
|
TERMINATION OF AGREEMENT
|
1.
|
In the event benefits become payable to the Insured following a Change In Control pursuant to Section VI of the Salary Continuation Agreement; or
|
2.
|
The Insured shall be discharged from employment with the Bank for cause. The term for “cause” shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any Jaw, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit; or
|
3.
|
Surrender, lapse, or other termination of the Policy by the Bank.
|
(a)
|
The Bank's share of the Policy's cash value on the date of assignment; or
|
(b)
|
The sum of the premiums paid by the Bank prior to the date of assignment, plus interest.
|
X.
|
INSURED’S OR ASSIGNEE’S ASSIGNMENT RIGHTS
|
XI.
|
AGREEMENT BINDING UPON THE PARTIES
|
XII.
|
ERISA PROVISIONS
|
A.
|
Named Fiduciary and Plan Administrator.
|
B.
|
Funding Policy.
|
C.
|
Basis of Payment of Benefits.
|
D.
|
Claim Procedures.
|
XIII.
|
GENDER
|
XIV.
|
INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
|
XV.
|
AMENDMENT OR REVOCATION
|
XVI.
|
EFFECTIVE DATE
|
XVII.
|
SEVERABILITY AND INTERPRETATION
|
XVIII.
|
APPLICABLE LAW
|
XIX.
|
USE OF TRADE SECRETS AND SOLICITATION AFTER TERMINATION OF EMPLOYMENT
|
BANK:
CENTRAL VALLEY COMMUNITY BANK
By: /s/ James Ford
James Ford
President and Chief Executive Officer
|
INSURED:
DAVID KINROSS
/s/ David Kinross
David Kinross
|
/s/ James M. Ford
|
|
Date: May 6, 2020
|
James M. Ford,
|
|
|
/s/ David A. Kinross
|
|
Date: May 6, 2020
|
David A. Kinross,
|
|
|
|
/s/ James M. Ford
|
|
JAMES M. FORD
|
|
President and Chief Executive Officer
|
|
/s/ David A. Kinross
|
|
DAVID A. KINROSS
|
|
Executive Vice President and Chief Financial Officer
|