California
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20-8859754
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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504 Redwood Blvd., Suite 100, Novato, CA
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94947
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(Address of principal executive office)
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(Zip Code)
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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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(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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PART I
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ITEM 1.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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BANK OF MARIN BANCORP
CONSOLIDATED
STATEMENTS OF
CONDITION
at June 30, 2017 and December 31, 2016
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(in thousands, except share data; unaudited)
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June 30, 2017
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December 31, 2016
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Assets
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|||
Cash and due from banks
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$
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137,906
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$
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48,804
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Investment securities
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|||
Held-to-maturity, at amortized cost
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163,018
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44,438
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Available-for-sale, at fair value
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238,870
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372,580
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Total investment securities
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401,888
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417,018
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Loans, net of allowance for loan losses of $15,232 and $15,442 at June 30, 2017 and December 31, 2016, respectively
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1,476,253
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1,471,174
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Bank premises and equipment, net
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8,390
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8,520
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Goodwill
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6,436
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6,436
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Core deposit intangible
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2,344
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2,580
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Interest receivable and other assets
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67,499
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68,961
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Total assets
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$
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2,100,716
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$
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2,023,493
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Liabilities and Stockholders' Equity
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Liabilities
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Deposits
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Non-interest bearing
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$
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892,988
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$
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817,031
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Interest bearing
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|||
Transaction accounts
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87,866
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100,723
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Savings accounts
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165,596
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163,516
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Money market accounts
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546,586
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539,967
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Time accounts
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147,504
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151,463
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Total deposits
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1,840,540
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1,772,700
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Subordinated debentures
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5,666
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5,586
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Interest payable and other liabilities
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13,777
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14,644
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Total liabilities
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1,859,983
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1,792,930
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Stockholders' Equity
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Preferred stock, no par value,
Authorized - 5,000,000 shares, none issued |
—
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—
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Common stock, no par value,
Authorized - 15,000,000 shares;
Issued and outstanding - 6,160,952 and 6,127,314 at
June 30, 2017 and December 31, 2016, respectively
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88,949
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87,392
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Retained earnings
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152,883
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146,464
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Accumulated other comprehensive loss, net
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(1,099
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)
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(3,293
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)
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Total stockholders' equity
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240,733
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230,563
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Total liabilities and stockholders' equity
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$
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2,100,716
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$
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2,023,493
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BANK OF MARIN BANCORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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Three months ended
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Six months ended
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||||||||||
(in thousands, except per share amounts; unaudited)
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June 30, 2017
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June 30, 2016
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June 30, 2017
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June 30, 2016
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||||||||
Interest income
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|||||||
Interest and fees on loans
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$
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16,423
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$
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16,097
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$
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32,272
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$
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33,238
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Interest on investment securities
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|||||||
Securities of U.S. government agencies
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1,534
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1,191
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3,052
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2,543
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||||
Obligations of state and political subdivisions
|
553
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588
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1,121
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1,174
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Corporate debt securities and other
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36
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77
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73
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182
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Interest on Federal funds sold and short-term investments
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157
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40
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217
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51
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Total interest income
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18,703
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17,993
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36,735
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37,188
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Interest expense
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Interest on interest-bearing transaction accounts
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21
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28
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50
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55
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Interest on savings accounts
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16
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14
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31
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28
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Interest on money market accounts
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114
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107
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227
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218
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Interest on time accounts
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139
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193
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285
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|
389
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Interest on Federal Home Loan Bank ("FHLB") and other borrowings
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—
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378
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—
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478
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||||
Interest on subordinated debentures
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109
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107
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217
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216
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Total interest expense
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399
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827
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|
810
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1,384
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Net interest income
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18,304
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17,166
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35,925
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35,804
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Provision for loan losses
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—
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—
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—
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—
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Net interest income after provision for loan losses
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18,304
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17,166
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35,925
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35,804
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Non-interest income
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|||||
Service charges on deposit accounts
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447
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441
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899
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897
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Wealth Management and Trust Services
|
504
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527
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1,007
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1,093
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Debit card interchange fees
|
384
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381
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|
756
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719
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Merchant interchange fees
|
112
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128
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208
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241
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Earnings on bank-owned life insurance
|
210
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209
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419
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410
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Dividends on FHLB stock
|
176
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185
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|
408
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|
354
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Gains on investment securities, net
|
10
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|
284
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|
10
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|
394
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|
||||
Other income
|
253
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|
266
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|
|
504
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|
476
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|
||||
Total non-interest income
|
2,096
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|
2,421
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4,211
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4,584
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||||
Non-interest expense
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|
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|||||
Salaries and related benefits
|
7,287
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6,724
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14,762
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|
13,472
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Occupancy and equipment
|
1,380
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|
1,175
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2,699
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2,456
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||||
Depreciation and amortization
|
463
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|
441
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|
944
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|
894
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Federal Deposit Insurance Corporation insurance
|
162
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|
246
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|
323
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|
507
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Data processing
|
963
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916
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1,902
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1,772
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Professional services
|
522
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|
554
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1,044
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1,052
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Directors' expense
|
224
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116
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|
382
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|
305
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Information technology
|
186
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|
165
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|
384
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358
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(Reversal) provision for losses on off-balance sheet commitments
|
(208
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)
|
150
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(43
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)
|
150
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||||
Other expense
|
1,652
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1,530
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|
|
3,245
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|
3,061
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|
||||
Total non-interest expense
|
12,631
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|
12,017
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|
|
25,642
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|
24,027
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|
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Income before provision for income taxes
|
7,769
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|
7,570
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|
|
14,494
|
|
16,361
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|
||||
Provision for income taxes
|
2,583
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|
2,733
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|
|
4,760
|
|
5,878
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|
||||
Net income
|
$
|
5,186
|
|
$
|
4,837
|
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$
|
9,734
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$
|
10,483
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Net income per common share:
|
|
|
|
|
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|
||||||
Basic
|
$
|
0.85
|
|
$
|
0.80
|
|
|
$
|
1.60
|
|
$
|
1.73
|
|
Diluted
|
$
|
0.84
|
|
$
|
0.79
|
|
|
$
|
1.58
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|
$
|
1.72
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|
Weighted average shares:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
6,110
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|
6,078
|
|
|
6,101
|
|
6,063
|
|
||||
Diluted
|
6,174
|
|
6,109
|
|
|
6,173
|
|
6,100
|
|
||||
Dividends declared per common share
|
$
|
0.27
|
|
$
|
0.25
|
|
|
$
|
0.54
|
|
$
|
0.50
|
|
Comprehensive income:
|
|
|
|
|
|
|
|||||||
Net income
|
$
|
5,186
|
|
$
|
4,837
|
|
|
$
|
9,734
|
|
$
|
10,483
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
||||
Change in net unrealized gain or loss on available-for-sale securities
|
1,961
|
|
2,119
|
|
|
3,635
|
|
5,042
|
|
||||
Amortization of net unrealized loss on available for sale securities transferred to held-to-maturity securities
|
124
|
|
—
|
|
|
165
|
|
—
|
|
||||
Reclassification adjustment for gains on available-for-sale securities included in net income
|
(10
|
)
|
(284
|
)
|
|
(10
|
)
|
(394
|
)
|
||||
Net change in unrealized loss on available-for-sale securities, before
tax
|
2,075
|
|
1,835
|
|
|
3,790
|
|
4,648
|
|
||||
Tax effect
|
892
|
|
776
|
|
|
1,596
|
|
1,950
|
|
||||
Other comprehensive income, net of tax
|
1,183
|
|
1,059
|
|
|
2,194
|
|
2,698
|
|
||||
Comprehensive income
|
$
|
6,369
|
|
$
|
5,896
|
|
|
$
|
11,928
|
|
$
|
13,181
|
|
BANK OF MARIN BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|
for the year ended December 31, 2016 and the six months ended June 30, 2017
|
(in thousands, except share data; unaudited)
|
Common Stock
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive Income (Loss),
Net of Taxes
|
|
Total
|
|
|||||||
Shares
|
|
Amount
|
|
|||||||||||
Balance at December 31, 2015
|
6,068,543
|
|
$
|
84,727
|
|
$
|
129,553
|
|
$
|
193
|
|
$
|
214,473
|
|
Net income
|
—
|
|
—
|
|
23,134
|
|
—
|
|
23,134
|
|
||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
(3,486
|
)
|
(3,486
|
)
|
||||
Stock options exercised
|
36,117
|
|
1,227
|
|
—
|
|
—
|
|
1,227
|
|
||||
Excess tax benefit - stock-based compensation
|
—
|
|
161
|
|
—
|
|
—
|
|
161
|
|
||||
Stock issued under employee stock purchase plan
|
621
|
|
32
|
|
—
|
|
—
|
|
32
|
|
||||
Restricted stock granted
|
16,910
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Stock-based compensation - stock options
|
—
|
|
347
|
|
—
|
|
—
|
|
347
|
|
||||
Stock-based compensation - restricted stock
|
—
|
|
638
|
|
—
|
|
—
|
|
638
|
|
||||
Cash dividends paid on common stock
|
—
|
|
—
|
|
(6,223
|
)
|
—
|
|
(6,223
|
)
|
||||
Stock purchased by directors under director stock plan
|
516
|
|
26
|
|
—
|
|
—
|
|
26
|
|
||||
Stock issued in payment of director fees
|
4,607
|
|
234
|
|
—
|
|
—
|
|
234
|
|
||||
Balance at December 31, 2016
|
6,127,314
|
|
$
|
87,392
|
|
$
|
146,464
|
|
$
|
(3,293
|
)
|
$
|
230,563
|
|
Net income
|
—
|
|
—
|
|
9,734
|
|
—
|
|
9,734
|
|
||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
2,194
|
|
2,194
|
|
||||
Stock options exercised, net of shares surrendered for cashless exercises and tax withholdings
|
5,893
|
|
28
|
|
—
|
|
—
|
|
28
|
|
||||
Stock issued under employee stock purchase plan
|
280
|
|
17
|
|
—
|
|
—
|
|
17
|
|
||||
Stock issued to employee stock ownership plan
|
11,732
|
|
698
|
|
—
|
|
—
|
|
698
|
|
||||
Restricted stock granted
|
14,230
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Stock-based compensation - stock options
|
—
|
|
282
|
|
—
|
|
—
|
|
282
|
|
||||
Stock-based compensation - restricted stock
|
—
|
|
428
|
|
—
|
|
—
|
|
428
|
|
||||
Cash dividends paid on common stock
|
—
|
|
—
|
|
(3,315
|
)
|
—
|
|
(3,315
|
)
|
||||
Stock purchased by directors under director stock plan
|
315
|
|
22
|
|
—
|
|
—
|
|
22
|
|
||||
Stock issued in payment of director fees
|
1,188
|
|
82
|
|
—
|
|
—
|
|
82
|
|
||||
Balance at June 30, 2017
|
6,160,952
|
|
$
|
88,949
|
|
$
|
152,883
|
|
$
|
(1,099
|
)
|
$
|
240,733
|
|
BANK OF MARIN BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
for the six months ended June 30, 2017 and 2016
|
(in thousands; unaudited)
|
June 30, 2017
|
|
|
June 30, 2016
|
|
||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income
|
$
|
9,734
|
|
|
$
|
10,483
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
(Reversal of) provision for losses on off-balance sheet commitments
|
(43
|
)
|
|
150
|
|
||
Compensation expense--common stock for director fees
|
106
|
|
|
97
|
|
||
Stock-based compensation expense
|
710
|
|
|
478
|
|
||
Amortization of core deposit intangible
|
236
|
|
|
267
|
|
||
Amortization of investment security premiums, net of accretion of discounts
|
1,496
|
|
|
1,466
|
|
||
Accretion of discount on acquired loans
|
(498
|
)
|
|
(832
|
)
|
||
Accretion of discount on subordinated debentures
|
80
|
|
|
98
|
|
||
Net amortization of deferred loan origination costs/fees
|
60
|
|
|
43
|
|
||
Write-down of other real estate owned
|
—
|
|
|
13
|
|
||
Gain on sale of investment securities
|
(10
|
)
|
|
(394
|
)
|
||
Depreciation and amortization
|
944
|
|
|
894
|
|
||
Gain on sale of repossessed assets
|
(1
|
)
|
|
—
|
|
||
Earnings on bank-owned life insurance policies
|
(419
|
)
|
|
(410
|
)
|
||
Net change in operating assets and liabilities:
|
|
|
|
|
|
||
Deferred rent and other rent-related expenses
|
114
|
|
|
(262
|
)
|
||
Interest receivable and other assets
|
93
|
|
|
2,439
|
|
||
Interest payable and other liabilities
|
(389
|
)
|
|
(4,035
|
)
|
||
Total adjustments
|
2,479
|
|
|
12
|
|
||
Net cash provided by operating activities
|
12,213
|
|
|
10,495
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||
Purchase of held-to-maturity securities
|
(4,496
|
)
|
|
(2,424
|
)
|
||
Purchase of available-for-sale securities
|
(9,377
|
)
|
|
(19,916
|
)
|
||
Proceeds from sale of available-for-sale securities
|
1,321
|
|
|
68,673
|
|
||
Proceeds from paydowns/maturities of held-to-maturity securities
|
14,601
|
|
|
13,243
|
|
||
Proceeds from paydowns/maturities of available-for-sale securities
|
15,385
|
|
|
49,576
|
|
||
Loans originated and principal collected, net
|
(4,563
|
)
|
|
4,996
|
|
||
Purchase of bank-owned life insurance policies
|
—
|
|
|
(1,864
|
)
|
||
Purchase of premises and equipment
|
(814
|
)
|
|
(239
|
)
|
||
Proceeds from sale of repossessed assets
|
170
|
|
|
—
|
|
||
Purchase of Federal Home Loan Bank stock
|
—
|
|
|
(1,792
|
)
|
||
Cash paid for low-income housing investment
|
(628
|
)
|
|
(225
|
)
|
||
Net cash provided by investing activities
|
11,599
|
|
|
110,028
|
|
||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||
Net increase (decrease) in deposits
|
67,840
|
|
|
(22,611
|
)
|
||
Proceeds from stock options exercised
|
88
|
|
|
1,200
|
|
||
Payment of tax withholdings for stock options exercised
|
(60
|
)
|
|
—
|
|
||
Proceeds from stock issued under employee and director stock purchase plans
|
737
|
|
|
27
|
|
||
Federal Home Loan Bank repayments
|
—
|
|
|
(67,000
|
)
|
||
Cash dividends paid on common stock
|
(3,315
|
)
|
|
(3,044
|
)
|
||
Net cash provided by (used in) financing activities
|
65,290
|
|
|
(91,428
|
)
|
||
Net increase in cash and cash equivalents
|
89,102
|
|
|
29,095
|
|
||
Cash and cash equivalents at beginning of period
|
48,804
|
|
|
26,343
|
|
||
Cash and cash equivalents at end of period
|
$
|
137,906
|
|
|
$
|
55,438
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid in interest
|
$
|
751
|
|
|
$
|
1,336
|
|
Cash paid in income taxes
|
$
|
4,620
|
|
|
$
|
7,095
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
||
Change in net unrealized gain or loss on available-for-sale securities
|
$
|
3,635
|
|
|
$
|
5,042
|
|
Securities transferred from available-for-sale to held-to-maturity
|
$
|
128,965
|
|
|
$
|
—
|
|
Amortization of net unrealized loss on available-for-sale securities transferred to held-to-maturity
|
$
|
165
|
|
|
$
|
—
|
|
Stock issued in payment of director fees
|
$
|
82
|
|
|
$
|
137
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||
(in thousands, except per share data)
|
June 30, 2017
|
|
June 30, 2016
|
|
|
June 30, 2017
|
|
June 30, 2016
|
|
||||
Weighted average basic shares outstanding
|
6,110
|
|
6,078
|
|
|
6,101
|
|
6,063
|
|
||||
Potentially dilutive common shares related to:
|
|
|
|
|
|
||||||||
Stock options
|
52
|
|
27
|
|
|
57
|
|
31
|
|
||||
Unvested restricted stock awards
|
12
|
|
4
|
|
|
15
|
|
6
|
|
||||
Weighted average diluted shares outstanding
|
6,174
|
|
6,109
|
|
|
6,173
|
|
6,100
|
|
||||
Net income
|
$
|
5,186
|
|
$
|
4,837
|
|
|
$
|
9,734
|
|
$
|
10,483
|
|
Basic EPS
|
$
|
0.85
|
|
$
|
0.80
|
|
|
$
|
1.60
|
|
$
|
1.73
|
|
Diluted EPS
|
$
|
0.84
|
|
$
|
0.79
|
|
|
$
|
1.58
|
|
$
|
1.72
|
|
Weighted average anti-dilutive shares not included in the calculation of diluted EPS
|
33
|
|
70
|
|
|
23
|
|
60
|
|
•
|
August 2015 ASU No. 2015-14 -
Deferral of the Effective Date
, institutes a one-year deferral of the effective date of this amendment to annual reporting periods beginning after December 15, 2017. Early application is permitted only as of annual periods beginning after December 15, 2016, including interim reporting periods within that reporting period.
|
•
|
March 2016 ASU No. 2016-08
- Principal versus Agent Considerations (Reporting Revenue Gross versus Net),
clarifies the implementation guidance on principal versus agent considerations and on the use of indicators that assist an entity in determining whether it controls a specified good or service before it is transferred to the customer.
|
•
|
April 2016 ASU No. 2016-10
- Identifying Performance Obligations and Licensing,
provides guidance in determining performance obligations in a contract with a customer and clarifies whether a promise to grant a license provides a right to access or the right to use intellectual property.
|
•
|
May 2016 ASU No. 2016-12 -
Narrow Scope Improvements and Practical Expedients
, gives further guidance on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition.
|
•
|
December 2016 ASU No. 2016-20 -
Technical Corrections and Improvements to Topic 606
, further clarifies specific aspects of previously issued guidance or corrects unintended application of the guidance.
|
•
|
Requires equity investments, except for those accounted for under the equity method of accounting or those that result in consolidation of the investee, to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
|
•
|
Simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When impairment exists, an entity is required to measure the investment at fair value.
|
•
|
Eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is currently required to be disclosed for financial instruments measured at amortized cost on the balance sheet.
|
•
|
Requires public companies to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.
|
•
|
Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.
|
•
|
Clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets.
|
(in thousands)
Description of Financial Instruments
|
Carrying Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
||||
June 30, 2017
|
|
|
|
|
|
|
|
|||||
Securities available-for-sale:
|
|
|
|
|
||||||||
Mortgage-backed securities and collateralized mortgage obligations issued by U.S. government agencies
|
$
|
120,914
|
|
$
|
—
|
|
$
|
120,343
|
|
$
|
571
|
|
Debentures of government sponsored agencies
|
35,378
|
|
—
|
|
35,378
|
|
—
|
|
||||
Privately-issued collateralized mortgage obligations
|
130
|
|
—
|
|
130
|
|
—
|
|
||||
Obligations of state and political subdivisions
|
77,423
|
|
—
|
|
77,423
|
|
—
|
|
||||
Corporate bonds
|
5,025
|
|
—
|
|
5,025
|
|
—
|
|
||||
Derivative financial assets (interest rate contracts)
|
39
|
|
—
|
|
39
|
|
—
|
|
||||
Derivative financial liabilities (interest rate contracts)
|
935
|
|
—
|
|
935
|
|
—
|
|
||||
December 31, 2016
|
|
|
|
|
|
|
|
|||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|||||
Mortgage-backed securities and collateralized mortgage obligations issued by U.S. government agencies
|
$
|
254,041
|
|
$
|
—
|
|
$
|
253,434
|
|
$
|
607
|
|
Debentures of government sponsored agencies
|
35,403
|
|
—
|
|
35,403
|
|
—
|
|
||||
Privately-issued collateralized mortgage obligations
|
419
|
|
—
|
|
419
|
|
—
|
|
||||
Obligations of state and political subdivisions
|
77,701
|
|
—
|
|
77,701
|
|
—
|
|
||||
Corporate bonds
|
5,016
|
|
—
|
|
5,016
|
|
—
|
|
||||
Derivative financial assets (interest rate contracts)
|
55
|
|
—
|
|
55
|
|
—
|
|
||||
Derivative financial liabilities (interest rate contracts)
|
933
|
|
—
|
|
933
|
|
—
|
|
(in thousands)
|
Carrying Value
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
June 30, 2017
|
|
|
|
|
|
|
|
|
Other real estate owned
|
238
|
|
—
|
|
—
|
|
238
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
Other real estate owned
|
408
|
|
—
|
|
—
|
|
408
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
(in thousands)
|
Carrying Amounts
|
|
Fair Value
|
|
Fair Value Hierarchy
|
|
Carrying Amounts
|
|
Fair Value
|
|
Fair Value Hierarchy
|
||||
Financial assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
137,906
|
|
$
|
137,906
|
|
Level 1
|
|
$
|
48,804
|
|
$
|
48,804
|
|
Level 1
|
Investment securities held-to-maturity
|
163,018
|
|
165,028
|
|
Level 2
|
|
44,438
|
|
45,097
|
|
Level 2
|
||||
Loans, net
|
1,476,253
|
|
1,454,371
|
|
Level 3
|
|
1,471,174
|
|
1,473,360
|
|
Level 3
|
||||
Interest receivable
|
6,003
|
|
6,003
|
|
Level 2
|
|
6,319
|
|
6,319
|
|
Level 2
|
||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deposits
|
1,840,540
|
|
1,840,737
|
|
Level 2
|
|
1,772,700
|
|
1,773,102
|
|
Level 2
|
||||
Subordinated debentures
|
5,666
|
|
5,153
|
|
Level 3
|
|
5,586
|
|
5,083
|
|
Level 3
|
||||
Interest payable
|
114
|
|
114
|
|
Level 2
|
|
134
|
|
134
|
|
Level 2
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Amortized
|
Fair
|
Gross Unrealized
|
|
Amortized
|
Fair
|
Gross Unrealized
|
||||||||||||||||||
(in thousands)
|
Cost
|
Value
|
Gains
|
(Losses)
|
|
Cost
|
Value
|
Gains
|
(Losses)
|
||||||||||||||||
Held-to-maturity:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Obligations of state and
political subdivisions
|
$
|
24,059
|
|
$
|
24,729
|
|
$
|
671
|
|
$
|
(1
|
)
|
|
$
|
30,856
|
|
$
|
31,544
|
|
$
|
694
|
|
$
|
(6
|
)
|
Corporate bonds
|
—
|
|
—
|
|
—
|
|
—
|
|
|
3,519
|
|
3,518
|
|
—
|
|
(1
|
)
|
||||||||
MBS pass-through securities issued by FHLMC and FNMA
|
107,526
|
|
108,360
|
|
897
|
|
(63
|
)
|
|
10,063
|
|
10,035
|
|
126
|
|
(154
|
)
|
||||||||
CMOs issued by FHLMC
|
31,433
|
|
31,940
|
|
507
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Total held-to-maturity
|
163,018
|
|
165,029
|
|
2,075
|
|
(64
|
)
|
|
44,438
|
|
45,097
|
|
820
|
|
(161
|
)
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Securities of U.S. government agencies:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
MBS pass-through securities issued by FHLMC and FNMA
|
89,422
|
|
89,836
|
|
630
|
|
(216
|
)
|
|
193,998
|
|
190,566
|
|
145
|
|
(3,577
|
)
|
||||||||
CMOs issued by FNMA
|
12,182
|
|
12,237
|
|
80
|
|
(25
|
)
|
|
13,790
|
|
13,772
|
|
91
|
|
(109
|
)
|
||||||||
CMOs issued by FHLMC
|
9,381
|
|
9,405
|
|
24
|
|
—
|
|
|
43,452
|
|
42,758
|
|
37
|
|
(731
|
)
|
||||||||
CMOs issued by GNMA
|
9,361
|
|
9,436
|
|
77
|
|
(2
|
)
|
|
6,844
|
|
6,945
|
|
102
|
|
(1
|
)
|
||||||||
Debentures of government- sponsored agencies
|
35,490
|
|
35,378
|
|
—
|
|
(112
|
)
|
|
35,486
|
|
35,403
|
|
7
|
|
(90
|
)
|
||||||||
Privately issued CMOs
|
129
|
|
130
|
|
1
|
|
—
|
|
|
419
|
|
419
|
|
1
|
|
(1
|
)
|
||||||||
Obligations of state and
political subdivisions
|
76,955
|
|
77,423
|
|
772
|
|
(304
|
)
|
|
79,306
|
|
77,701
|
|
135
|
|
(1,740
|
)
|
||||||||
Corporate bonds
|
4,964
|
|
5,025
|
|
61
|
|
—
|
|
|
4,959
|
|
5,016
|
|
57
|
|
—
|
|
||||||||
Total available-for-sale
|
237,884
|
|
238,870
|
|
1,645
|
|
(659
|
)
|
|
378,254
|
|
372,580
|
|
575
|
|
(6,249
|
)
|
||||||||
Total investment securities
|
$
|
400,902
|
|
$
|
403,899
|
|
$
|
3,720
|
|
$
|
(723
|
)
|
|
$
|
422,692
|
|
$
|
417,677
|
|
$
|
1,395
|
|
$
|
(6,410
|
)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||
|
Held-to-Maturity
|
|
Available-for-Sale
|
|
Held-to-Maturity
|
|
Available-for-Sale
|
||||||||||||||||||||
(in thousands)
|
Amortized Cost
|
Fair Value
|
|
Amortized Cost
|
Fair Value
|
|
Amortized Cost
|
Fair Value
|
|
Amortized Cost
|
Fair Value
|
||||||||||||||||
Within one year
|
$
|
4,501
|
|
$
|
4,524
|
|
|
$
|
22,959
|
|
$
|
22,942
|
|
|
$
|
13,473
|
|
$
|
13,506
|
|
|
$
|
20,136
|
|
$
|
20,109
|
|
After one but within five years
|
15,894
|
|
16,300
|
|
|
57,536
|
|
57,592
|
|
|
16,706
|
|
17,150
|
|
|
58,334
|
|
58,267
|
|
||||||||
After five years through ten years
|
43,392
|
|
44,274
|
|
|
79,739
|
|
80,018
|
|
|
3,000
|
|
3,125
|
|
|
113,576
|
|
110,842
|
|
||||||||
After ten years
|
99,231
|
|
99,931
|
|
|
77,650
|
|
78,318
|
|
|
11,259
|
|
11,316
|
|
|
186,208
|
|
183,362
|
|
||||||||
Total
|
$
|
163,018
|
|
$
|
165,029
|
|
|
$
|
237,884
|
|
$
|
238,870
|
|
|
$
|
44,438
|
|
$
|
45,097
|
|
|
$
|
378,254
|
|
$
|
372,580
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
(in thousands)
|
June 30, 2017
|
|
June 30, 2016
|
|
June 30, 2017
|
|
June 30, 2016
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
Sales proceeds
|
$
|
1,321
|
|
|
$
|
13,688
|
|
|
$
|
1,321
|
|
|
$
|
68,673
|
|
Gross realized gains
|
13
|
|
|
284
|
|
|
13
|
|
|
458
|
|
||||
Gross realized losses
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
(64
|
)
|
June 30, 2017
|
< 12 continuous months
|
|
≥ 12 continuous months
|
|
Total securities
in a loss position
|
|||||||||||||||
(in thousands)
|
Fair value
|
Unrealized loss
|
|
Fair value
|
Unrealized loss
|
|
Fair value
|
Unrealized loss
|
||||||||||||
Held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations of state and political subdivisions
|
$
|
132
|
|
$
|
(1
|
)
|
|
$
|
545
|
|
$
|
—
|
|
|
$
|
677
|
|
$
|
(1
|
)
|
MBS pass-through securities issued by FHLMC and FNMA
|
2,321
|
|
(63
|
)
|
|
—
|
|
—
|
|
|
2,321
|
|
(63
|
)
|
||||||
Total held-to-maturity
|
2,453
|
|
(64
|
)
|
|
545
|
|
—
|
|
|
2,998
|
|
(64
|
)
|
||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||||||
MBS pass-through securities issued by FHLMC and FNMA
|
25,380
|
|
(201
|
)
|
|
9,117
|
|
(15
|
)
|
|
34,497
|
|
(216
|
)
|
||||||
CMOs issued by FNMA
|
8,452
|
|
(25
|
)
|
|
—
|
|
—
|
|
|
8,452
|
|
(25
|
)
|
||||||
CMOs issued by GNMA
|
1,278
|
|
(2
|
)
|
|
—
|
|
—
|
|
|
1,278
|
|
(2
|
)
|
||||||
Debentures of government- sponsored agencies
|
24,926
|
|
(66
|
)
|
|
9,953
|
|
(46
|
)
|
|
34,879
|
|
(112
|
)
|
||||||
Obligations of state add political subdivisions
|
21,434
|
|
(290
|
)
|
|
1,391
|
|
(14
|
)
|
|
22,825
|
|
(304
|
)
|
||||||
Total available-for-sale
|
81,470
|
|
(584
|
)
|
|
20,461
|
|
(75
|
)
|
|
101,931
|
|
(659
|
)
|
||||||
Total temporarily impaired securities
|
$
|
83,923
|
|
$
|
(648
|
)
|
|
$
|
21,006
|
|
$
|
(75
|
)
|
|
$
|
104,929
|
|
$
|
(723
|
)
|
December 31, 2016
|
< 12 continuous months
|
|
≥ 12 continuous months
|
|
Total securities
in a loss position
|
|||||||||||||||
(in thousands)
|
Fair value
|
Unrealized loss
|
|
Fair value
|
Unrealized loss
|
|
Fair value
|
Unrealized loss
|
||||||||||||
Held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations of state and political subdivisions
|
$
|
2,250
|
|
$
|
(154
|
)
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
2,250
|
|
$
|
(154
|
)
|
Corporate bonds
|
3,362
|
|
(6
|
)
|
|
—
|
|
—
|
|
|
3,362
|
|
(6
|
)
|
||||||
MBS pass-through securities issued by FHLMC and FNMA
|
3,518
|
|
(1
|
)
|
|
—
|
|
—
|
|
|
3,518
|
|
(1
|
)
|
||||||
Total held-to-maturity
|
9,130
|
|
(161
|
)
|
|
—
|
|
—
|
|
|
9,130
|
|
(161
|
)
|
||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MBS pass-through securities issued by FHLMC and FNMA
|
162,016
|
|
(3,577
|
)
|
|
—
|
|
—
|
|
|
162,016
|
|
(3,577
|
)
|
||||||
CMOs issued by FNMA
|
9,498
|
|
(109
|
)
|
|
—
|
|
—
|
|
|
9,498
|
|
(109
|
)
|
||||||
CMOs issued by FHLMC
|
31,545
|
|
(731
|
)
|
|
—
|
|
—
|
|
|
31,545
|
|
(731
|
)
|
||||||
CMOs issued by GNMA
|
1,583
|
|
(1
|
)
|
|
—
|
|
—
|
|
|
1,583
|
|
(1
|
)
|
||||||
Debentures of government- sponsored agencies
|
19,951
|
|
(38
|
)
|
|
9,946
|
|
(52
|
)
|
|
29,897
|
|
(90
|
)
|
||||||
Obligations of state and political subdivisions
|
59,567
|
|
(1,740
|
)
|
|
—
|
|
—
|
|
|
59,567
|
|
(1,740
|
)
|
||||||
Corporate bonds
|
154
|
|
(1
|
)
|
|
—
|
|
—
|
|
|
154
|
|
(1
|
)
|
||||||
Total available-for-sale
|
284,314
|
|
(6,197
|
)
|
|
9,946
|
|
(52
|
)
|
|
294,260
|
|
(6,249
|
)
|
||||||
Total temporarily impaired securities
|
$
|
293,444
|
|
$
|
(6,358
|
)
|
|
$
|
9,946
|
|
$
|
(52
|
)
|
|
$
|
303,390
|
|
$
|
(6,410
|
)
|
Loan Aging Analysis by Loan Class
|
||||||||||||||||||||||||
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor
|
|
Construction
|
|
Home equity
|
|
Other residential
1
|
|
Installment and other consumer
|
|
Total
|
|
||||||||
June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
30-59 days past due
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
244
|
|
$
|
—
|
|
$
|
150
|
|
$
|
394
|
|
60-89 days past due
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
90 days or more past due
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Total past due
|
—
|
|
—
|
|
—
|
|
—
|
|
244
|
|
—
|
|
150
|
|
394
|
|
||||||||
Current
|
217,417
|
|
265,249
|
|
717,197
|
|
54,990
|
|
119,256
|
|
92,421
|
|
24,561
|
|
1,491,091
|
|
||||||||
Total loans
3
|
$
|
217,417
|
|
$
|
265,249
|
|
$
|
717,197
|
|
$
|
54,990
|
|
$
|
119,500
|
|
$
|
92,421
|
|
$
|
24,711
|
|
$
|
1,491,485
|
|
Non-accrual loans
2
|
$
|
—
|
|
$
|
—
|
|
$
|
1,041
|
|
$
|
—
|
|
$
|
87
|
|
$
|
—
|
|
$
|
51
|
|
$
|
1,179
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
30-59 days past due
|
$
|
283
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
77
|
|
$
|
—
|
|
$
|
2
|
|
$
|
362
|
|
60-89 days past due
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
49
|
|
49
|
|
||||||||
90 days or more past due
|
—
|
|
—
|
|
—
|
|
—
|
|
91
|
|
—
|
|
—
|
|
91
|
|
||||||||
Total past due
|
283
|
|
—
|
|
—
|
|
—
|
|
168
|
|
—
|
|
51
|
|
502
|
|
||||||||
Current
|
218,332
|
|
247,713
|
|
724,228
|
|
74,809
|
|
117,039
|
|
78,549
|
|
25,444
|
|
1,486,114
|
|
||||||||
Total loans
3
|
$
|
218,615
|
|
$
|
247,713
|
|
$
|
724,228
|
|
$
|
74,809
|
|
$
|
117,207
|
|
$
|
78,549
|
|
$
|
25,495
|
|
$
|
1,486,616
|
|
Non-accrual loans
2
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
91
|
|
$
|
—
|
|
$
|
54
|
|
$
|
145
|
|
Credit Risk Profile by Internally Assigned Risk Grade
|
|||||||||||||||||||||||||||
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Purchased credit-impaired
|
|
Total
|
|
|||||||||
June 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Pass
|
$
|
201,289
|
|
$
|
250,534
|
|
$
|
713,341
|
|
$
|
51,752
|
|
$
|
118,191
|
|
$
|
92,421
|
|
$
|
24,372
|
|
$
|
2,255
|
|
$
|
1,454,155
|
|
Special Mention
|
3,535
|
|
4,533
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,068
|
|
|||||||||
Substandard
|
12,555
|
|
9,066
|
|
2,855
|
|
3,238
|
|
1,209
|
|
—
|
|
339
|
|
—
|
|
29,262
|
|
|||||||||
Total loans
|
$
|
217,379
|
|
$
|
264,133
|
|
$
|
716,196
|
|
$
|
54,990
|
|
$
|
119,400
|
|
$
|
92,421
|
|
$
|
24,711
|
|
$
|
2,255
|
|
$
|
1,491,485
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Pass
|
$
|
201,987
|
|
$
|
234,849
|
|
$
|
720,417
|
|
$
|
71,564
|
|
$
|
115,680
|
|
$
|
78,549
|
|
$
|
25,083
|
|
$
|
2,920
|
|
$
|
1,451,049
|
|
Special Mention
|
9,197
|
|
4,799
|
|
607
|
|
—
|
|
1,334
|
|
—
|
|
—
|
|
—
|
|
15,937
|
|
|||||||||
Substandard
|
7,391
|
|
6,993
|
|
1,498
|
|
3,245
|
|
91
|
|
—
|
|
412
|
|
—
|
|
19,630
|
|
|||||||||
Total loans
|
$
|
218,575
|
|
$
|
246,641
|
|
$
|
722,522
|
|
$
|
74,809
|
|
$
|
117,105
|
|
$
|
78,549
|
|
$
|
25,495
|
|
$
|
2,920
|
|
$
|
1,486,616
|
|
•
|
The loan is subsequently refinanced or restructured at current market interest rates and the new terms are consistent with the treatment of creditworthy borrowers under regular underwriting standards;
|
•
|
The borrower is no longer considered to be in financial difficulty;
|
•
|
Performance on the loan is reasonably assured; and;
|
•
|
Existing loan did not have any forgiveness of principal or interest.
|
(dollars in thousands)
|
Number of Contracts Modified
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment at Period End
|
|
|||
Troubled Debt Restructurings during the three months ended June 30, 2017:
|
|
|
|
|
|||||||
None
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|||||||
Troubled Debt Restructurings during the three months ended June 30, 2016:
|
|
|
|
|
|
|
|
|
|||
Commercial real estate, investor
|
1
|
|
$
|
281
|
|
$
|
281
|
|
$
|
281
|
|
Home equity
1
|
1
|
|
87
|
|
222
|
|
222
|
|
|||
Total
|
2
|
|
$
|
368
|
|
$
|
503
|
|
$
|
503
|
|
Troubled Debt Restructurings during the six months ended
June 30, 2017:
|
|
|
|
|
|||||||
Installment and consumer
|
1
|
|
$
|
50
|
|
$
|
50
|
|
$
|
49
|
|
|
|
|
|
|
|||||||
Troubled Debt Restructurings during the six months ended
June 30, 2016:
|
|
|
|
|
|
|
|
||||
Commercial real estate, investor
|
2
|
|
$
|
1,830
|
|
$
|
1,826
|
|
$
|
1,808
|
|
Home equity
1
|
1
|
|
87
|
|
222
|
|
222
|
|
|||
Total
|
3
|
|
$
|
1,917
|
|
$
|
2,048
|
|
$
|
2,030
|
|
1
The home equity TDR modification during the second quarter of 2016 included debt consolidation, which increased the post-modification balance.
|
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Total
|
|
||||||||
June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Recorded investment in impaired loans:
|
|
|
|
|
|
|
||||||||||||||||||
With no specific allowance recorded
|
$
|
345
|
|
$
|
—
|
|
$
|
1,041
|
|
$
|
2,688
|
|
$
|
87
|
|
$
|
1,003
|
|
$
|
98
|
|
$
|
5,262
|
|
With a specific allowance recorded
|
1,730
|
|
7,000
|
|
2,214
|
|
550
|
|
487
|
|
167
|
|
841
|
|
12,989
|
|
||||||||
Total recorded investment in impaired loans
|
$
|
2,075
|
|
$
|
7,000
|
|
$
|
3,255
|
|
$
|
3,238
|
|
$
|
574
|
|
$
|
1,170
|
|
$
|
939
|
|
$
|
18,251
|
|
Unpaid principal balance of impaired loans
|
$
|
2,053
|
|
$
|
6,993
|
|
$
|
3,268
|
|
$
|
3,238
|
|
$
|
572
|
|
$
|
1,168
|
|
$
|
939
|
|
$
|
18,231
|
|
Specific allowance
|
31
|
|
121
|
|
374
|
|
5
|
|
7
|
|
2
|
|
97
|
|
637
|
|
||||||||
Average recorded investment in impaired loans during the quarter ended
June 30, 2017 |
2,072
|
|
7,000
|
|
3,283
|
|
3,240
|
|
642
|
|
1,173
|
|
943
|
|
18,353
|
|
||||||||
Interest income recognized on impaired loans during the quarter ended
June 30, 2017 1 |
25
|
|
66
|
|
20
|
|
37
|
|
7
|
|
14
|
|
10
|
|
179
|
|
||||||||
Average recorded investment in impaired loans during the six months ended
June 30, 2017
|
2,117
|
|
6,998
|
|
2,941
|
|
3,241
|
|
667
|
|
1,437
|
|
939
|
|
18,340
|
|
||||||||
Interest income recognized on impaired loans during the six months ended
June 30, 2017
1
|
48
|
|
132
|
|
43
|
|
71
|
|
14
|
|
34
|
|
20
|
|
362
|
|
||||||||
Average recorded investment in impaired loans during the quarter ended
June 30, 2016
|
3,771
|
|
7,081
|
|
3,917
|
|
3,238
|
|
1,286
|
|
1,993
|
|
1,184
|
|
22,470
|
|
||||||||
Interest income recognized on impaired loans during the quarter ended
June 30, 2016
1
|
44
|
|
66
|
|
22
|
|
32
|
|
6
|
|
23
|
|
12
|
|
205
|
|
||||||||
Average recorded investment in impaired loans during the six months ended
June 30, 2016
|
4,027
|
|
7,037
|
|
3,523
|
|
3,238
|
|
1,077
|
|
1,998
|
|
1,211
|
|
22,111
|
|
||||||||
Interest income recognized on impaired loans during the six months ended
June 30, 2016
1
|
98
|
|
133
|
|
38
|
|
70
|
|
11
|
|
45
|
|
25
|
|
420
|
|
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Total
|
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Recorded investment in impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
With no specific allowance recorded
|
$
|
315
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,692
|
|
$
|
91
|
|
$
|
1,008
|
|
$
|
103
|
|
$
|
4,209
|
|
With a specific allowance recorded
|
1,892
|
|
6,993
|
|
2,256
|
|
553
|
|
624
|
|
957
|
|
829
|
|
14,104
|
|
||||||||
Total recorded investment in impaired loans
|
$
|
2,207
|
|
$
|
6,993
|
|
$
|
2,256
|
|
$
|
3,245
|
|
$
|
715
|
|
$
|
1,965
|
|
$
|
932
|
|
$
|
18,313
|
|
Unpaid principal balance of impaired loans
|
$
|
2,177
|
|
$
|
6,993
|
|
$
|
2,252
|
|
$
|
3,238
|
|
$
|
713
|
|
$
|
1,965
|
|
$
|
932
|
|
$
|
18,270
|
|
Specific allowance
|
$
|
285
|
|
$
|
163
|
|
$
|
375
|
|
$
|
8
|
|
$
|
7
|
|
$
|
55
|
|
$
|
98
|
|
$
|
991
|
|
Allowance for Loan Losses Rollforward for the Period
|
|||||||||||||||||||||||||||
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Unallocated
|
|
Total
|
|
|||||||||
Three months ended June 30, 2017
|
|
|
|
|
|
|
|
||||||||||||||||||||
Beginning balance
|
$
|
4,413
|
|
$
|
1,992
|
|
$
|
6,133
|
|
$
|
546
|
|
$
|
990
|
|
$
|
444
|
|
$
|
359
|
|
$
|
342
|
|
$
|
15,219
|
|
Provision (reversal)
|
(490
|
)
|
90
|
|
(68
|
)
|
(135
|
)
|
(9
|
)
|
65
|
|
(23
|
)
|
570
|
|
—
|
|
|||||||||
Charge-offs
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Recoveries
|
9
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4
|
|
—
|
|
13
|
|
|||||||||
Ending balance
|
$
|
3,932
|
|
$
|
2,082
|
|
$
|
6,065
|
|
$
|
411
|
|
$
|
981
|
|
$
|
509
|
|
$
|
340
|
|
$
|
912
|
|
$
|
15,232
|
|
Three months ended June 30, 2016
|
|
|
|
|
|
|
|
||||||||||||||||||||
Beginning balance
|
$
|
2,799
|
|
$
|
1,619
|
|
$
|
6,571
|
|
$
|
822
|
|
$
|
1,044
|
|
$
|
430
|
|
$
|
434
|
|
$
|
1,309
|
|
$
|
15,028
|
|
Provision (reversal)
|
(192
|
)
|
12
|
|
19
|
|
9
|
|
31
|
|
(4
|
)
|
(20
|
)
|
145
|
|
—
|
|
|||||||||
Charge-offs
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4
|
)
|
—
|
|
(4
|
)
|
|||||||||
Recoveries
|
30
|
|
—
|
|
5
|
|
—
|
|
1
|
|
—
|
|
27
|
|
—
|
|
63
|
|
|||||||||
Ending balance
|
$
|
2,637
|
|
$
|
1,631
|
|
$
|
6,595
|
|
$
|
831
|
|
$
|
1,076
|
|
$
|
426
|
|
$
|
437
|
|
$
|
1,454
|
|
$
|
15,087
|
|
Allowance for Loan Losses Rollforward for the Period
|
|||||||||||||||||||||||||||
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Unallocated
|
|
Total
|
|
|||||||||
Six months ended June 30, 2017
|
|
|
|
|
|
|
|
||||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
||||||||||||||||||||
Beginning balance
|
$
|
3,248
|
|
$
|
1,753
|
|
$
|
6,320
|
|
$
|
781
|
|
$
|
973
|
|
$
|
454
|
|
$
|
372
|
|
$
|
1,541
|
|
$
|
15,442
|
|
Provision (reversal)
|
896
|
|
329
|
|
(255
|
)
|
(370
|
)
|
8
|
|
55
|
|
(34
|
)
|
(629
|
)
|
—
|
|
|||||||||
Charge-offs
|
(284
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
—
|
|
(287
|
)
|
|||||||||
Recoveries
|
72
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5
|
|
—
|
|
77
|
|
|||||||||
Ending balance
|
$
|
3,932
|
|
$
|
2,082
|
|
$
|
6,065
|
|
$
|
411
|
|
$
|
981
|
|
$
|
509
|
|
$
|
340
|
|
$
|
912
|
|
$
|
15,232
|
|
Six months ended June 30, 2016
|
|
|
|
|
|
|
|
||||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
||||||||||||||||||||
Beginning balance
|
$
|
3,023
|
|
$
|
2,249
|
|
$
|
6,178
|
|
$
|
724
|
|
$
|
910
|
|
$
|
394
|
|
$
|
425
|
|
$
|
1,096
|
|
$
|
14,999
|
|
Provision (reversal)
|
(440
|
)
|
(618
|
)
|
407
|
|
107
|
|
165
|
|
32
|
|
(11
|
)
|
358
|
|
—
|
|
|||||||||
Charge-offs
|
(9
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4
|
)
|
—
|
|
(13
|
)
|
|||||||||
Recoveries
|
63
|
|
—
|
|
10
|
|
—
|
|
1
|
|
—
|
|
27
|
|
—
|
|
101
|
|
|||||||||
Ending balance
|
$
|
2,637
|
|
$
|
1,631
|
|
$
|
6,595
|
|
$
|
831
|
|
$
|
1,076
|
|
$
|
426
|
|
$
|
437
|
|
$
|
1,454
|
|
$
|
15,087
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses and Recorded Investment in Loans
|
|||||||||||||||||||||||||||
(dollars in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Unallocated
|
|
Total
|
|
|||||||||
June 30, 2017
|
|||||||||||||||||||||||||||
Ending ALLL related to loans collectively evaluated for impairment
|
$
|
3,901
|
|
$
|
1,961
|
|
$
|
5,691
|
|
$
|
406
|
|
$
|
974
|
|
$
|
507
|
|
$
|
243
|
|
$
|
912
|
|
$
|
14,595
|
|
Ending ALLL related to loans individually evaluated for impairment
|
31
|
|
121
|
|
374
|
|
5
|
|
7
|
|
2
|
|
97
|
|
—
|
|
637
|
|
|||||||||
Ending ALLL related to purchased credit-impaired loans
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Ending balance
|
$
|
3,932
|
|
$
|
2,082
|
|
$
|
6,065
|
|
$
|
411
|
|
$
|
981
|
|
$
|
509
|
|
$
|
340
|
|
$
|
912
|
|
$
|
15,232
|
|
Recorded Investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Collectively evaluated for impairment
|
$
|
215,304
|
|
$
|
257,133
|
|
$
|
712,941
|
|
$
|
51,752
|
|
$
|
118,826
|
|
$
|
91,251
|
|
$
|
23,772
|
|
$
|
—
|
|
$
|
1,470,979
|
|
Individually evaluated for impairment
|
2,075
|
|
7,000
|
|
3,255
|
|
3,238
|
|
574
|
|
1,170
|
|
939
|
|
—
|
|
18,251
|
|
|||||||||
Purchased credit-impaired
|
38
|
|
1,116
|
|
1,001
|
|
—
|
|
100
|
|
—
|
|
—
|
|
—
|
|
2,255
|
|
|||||||||
Total
|
$
|
217,417
|
|
$
|
265,249
|
|
$
|
717,197
|
|
$
|
54,990
|
|
$
|
119,500
|
|
$
|
92,421
|
|
$
|
24,711
|
|
$
|
—
|
|
$
|
1,491,485
|
|
Ratio of allowance for loan losses to total loans
|
1.81
|
%
|
0.78
|
%
|
0.85
|
%
|
0.75
|
%
|
0.82
|
%
|
0.55
|
%
|
1.38
|
%
|
NM
|
|
1.02
|
%
|
|||||||||
Allowance for loan losses to non-accrual loans
|
NM
|
|
NM
|
|
583
|
%
|
NM
|
|
1,128
|
%
|
NM
|
|
667
|
%
|
NM
|
|
1,292
|
%
|
Allowance for Loan Losses and Recorded Investment in Loans
|
|||||||||||||||||||||||||||
(dollars in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Unallocated
|
|
Total
|
|
|||||||||
December 31, 2016
|
|||||||||||||||||||||||||||
Ending ALLL related to loans collectively evaluated for impairment
|
$
|
2,963
|
|
$
|
1,590
|
|
$
|
5,945
|
|
$
|
773
|
|
$
|
966
|
|
$
|
399
|
|
$
|
274
|
|
$
|
1,541
|
|
$
|
14,451
|
|
Ending ALLL related to loans individually evaluated for impairment
|
285
|
|
163
|
|
375
|
|
8
|
|
7
|
|
55
|
|
98
|
|
—
|
|
991
|
|
|||||||||
Ending ALLL related to purchased credit-impaired loans
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Ending balance
|
$
|
3,248
|
|
$
|
1,753
|
|
$
|
6,320
|
|
$
|
781
|
|
$
|
973
|
|
$
|
454
|
|
$
|
372
|
|
$
|
1,541
|
|
$
|
15,442
|
|
Recorded Investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Collectively evaluated for impairment
|
$
|
216,368
|
|
$
|
239,648
|
|
$
|
720,266
|
|
$
|
71,564
|
|
$
|
116,390
|
|
$
|
76,584
|
|
$
|
24,563
|
|
$
|
—
|
|
$
|
1,465,383
|
|
Individually evaluated for impairment
|
2,207
|
|
6,993
|
|
2,256
|
|
3,245
|
|
715
|
|
1,965
|
|
932
|
|
—
|
|
18,313
|
|
|||||||||
Purchased credit-impaired
|
40
|
|
1,072
|
|
1,706
|
|
—
|
|
102
|
|
—
|
|
—
|
|
—
|
|
2,920
|
|
|||||||||
Total
|
$
|
218,615
|
|
$
|
247,713
|
|
$
|
724,228
|
|
$
|
74,809
|
|
$
|
117,207
|
|
$
|
78,549
|
|
$
|
25,495
|
|
$
|
—
|
|
$
|
1,486,616
|
|
Ratio of allowance for loan losses to total loans
|
1.49
|
%
|
0.71
|
%
|
0.87
|
%
|
1.04
|
%
|
0.83
|
%
|
0.58
|
%
|
1.46
|
%
|
NM
|
|
1.04
|
%
|
|||||||||
Allowance for loan losses to non-accrual loans
|
NM
|
|
NM
|
|
NM
|
|
NM
|
|
1,071
|
%
|
NM
|
|
683
|
%
|
NM
|
|
10,650
|
%
|
PCI Loans
|
June 30, 2017
|
December 31, 2016
|
||||||||||
(in thousands)
|
Unpaid Principal Balance
|
|
Carrying Value
|
|
Unpaid Principal Balance
|
|
Carrying Value
|
|
||||
Commercial and industrial
|
$
|
38
|
|
$
|
38
|
|
$
|
45
|
|
$
|
40
|
|
Commercial real estate, owner occupied
|
1,320
|
|
1,116
|
|
1,344
|
|
1,072
|
|
||||
Commercial real estate, investor
|
1,001
|
|
1,001
|
|
1,713
|
|
1,706
|
|
||||
Home equity
|
242
|
|
100
|
|
248
|
|
102
|
|
||||
Total purchased credit-impaired loans
|
$
|
2,601
|
|
$
|
2,255
|
|
$
|
3,350
|
|
$
|
2,920
|
|
Accretable Yield
|
Three months ended
|
Six months ended
|
||||||||||
(in thousands)
|
June 30, 2017
|
June 30, 2016
|
June 30, 2017
|
June 30, 2016
|
||||||||
Balance at beginning of period
|
$
|
1,386
|
|
$
|
1,742
|
|
$
|
1,476
|
|
$
|
2,618
|
|
Removals
1
|
—
|
|
—
|
|
—
|
|
(778
|
)
|
||||
Accretion
|
(80
|
)
|
(87
|
)
|
(170
|
)
|
(185
|
)
|
||||
Reclassifications from nonaccretable difference
2
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Balance at end of period
|
$
|
1,306
|
|
$
|
1,655
|
|
$
|
1,306
|
|
$
|
1,655
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||
(in thousands, except per share data)
|
June 30, 2017
|
June 30, 2016
|
|
June 30, 2017
|
June 30, 2016
|
||||||||
Cash dividends to common stockholders
|
$
|
1,660
|
|
$
|
1,526
|
|
|
$
|
3,315
|
|
$
|
3,044
|
|
Cash dividends per common share
|
$
|
0.27
|
|
$
|
0.25
|
|
|
$
|
0.54
|
|
$
|
0.50
|
|
(in thousands)
|
June 30, 2017
|
|
December 31, 2016
|
|
||
Commercial lines of credit
|
$
|
205,471
|
|
$
|
216,774
|
|
Revolving home equity lines
|
156,168
|
|
148,143
|
|
||
Undisbursed construction loans
|
26,711
|
|
44,798
|
|
||
Personal and other lines of credit
|
10,377
|
|
10,635
|
|
||
Standby letters of credit
|
1,829
|
|
1,939
|
|
||
Total commitments and standby letters of credit
|
$
|
400,556
|
|
$
|
422,289
|
|
(in thousands)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
|||||||
Operating leases
1
|
$
|
1,964
|
|
$
|
3,932
|
|
$
|
3,739
|
|
$
|
3,420
|
|
$
|
2,138
|
|
$
|
4,234
|
|
$
|
19,427
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||
(in thousands)
|
June 30, 2017
|
December 31, 2016
|
|
June 30, 2017
|
December 31, 2016
|
||||||||
Fair value hedges:
|
|
|
|
|
|
||||||||
Interest rate contracts notional amount
|
$
|
4,119
|
|
$
|
4,217
|
|
|
$
|
15,155
|
|
$
|
15,495
|
|
Interest rate contracts fair value
1
|
$
|
39
|
|
$
|
55
|
|
|
$
|
935
|
|
$
|
933
|
|
|
|||||||||||||
|
|
Three months ended
|
|||||||||||
(in thousands)
|
|
June 30, 2017
|
June 30, 2016
|
||||||||||
Increase (decrease) in value of designated interest rate swaps due to LIBOR interest rate movements recognized in interest income
|
|
$
|
(129
|
)
|
$
|
(190
|
)
|
||||||
Payment on interest rate swaps recorded in interest income
|
|
$
|
(87
|
)
|
$
|
(138
|
)
|
||||||
(Decrease) increase in value of hedged loans recognized in interest income
|
|
$
|
191
|
|
$
|
240
|
|
||||||
Decrease in value of yield maintenance agreement recognized against interest income
|
|
$
|
(4
|
)
|
$
|
(11
|
)
|
||||||
Net loss on derivatives recognized against interest income
2
|
|
$
|
(29
|
)
|
$
|
(99
|
)
|
||||||
|
|
|
|
|
|
||||||||
|
|
|
|
Six months ended
|
|||||||||
(in thousands)
|
|
June 30, 2017
|
June 30, 2016
|
||||||||||
Decrease in value of designated interest rate swaps due to LIBOR interest rate movements recognized in interest income
|
|
$
|
(18
|
)
|
$
|
(1,066
|
)
|
||||||
Payment on interest rate swaps recorded in interest income
|
|
$
|
(185
|
)
|
$
|
(313
|
)
|
||||||
Increase in value of hedged loans recognized in interest income
|
|
$
|
78
|
|
$
|
1,290
|
|
||||||
Decrease in value of yield maintenance agreement recognized against interest income
|
|
$
|
(7
|
)
|
$
|
(23
|
)
|
||||||
Net loss on derivatives recognized against interest income
2
|
|
$
|
(132
|
)
|
$
|
(112
|
)
|
||||||
|
|
|
|
|
|
Offsetting of Financial Assets and Derivative Assets
|
||||||||||||||||||
|
|
Gross Amounts
|
Net Amounts of
|
Gross Amounts Not Offset in
|
|
|||||||||||||
|
Gross Amounts
|
Offset in the
|
Assets Presented
|
the Statements of Condition
|
|
|||||||||||||
|
of Recognized
|
Statements of
|
in the Statements
|
Financial
|
Cash Collateral
|
|
||||||||||||
(
in thousands)
|
Assets
1
|
Condition
|
of Condition
1
|
Instruments
|
Received
|
Net Amount
|
||||||||||||
June 30, 2017
|
|
|
|
|
|
|
||||||||||||
Derivatives by Counterparty:
|
|
|
|
|
|
|
||||||||||||
Counterparty A
|
$
|
39
|
|
$
|
—
|
|
$
|
39
|
|
$
|
(39
|
)
|
$
|
—
|
|
$
|
—
|
|
December 31, 2016
|
|
|
|
|
|
|
||||||||||||
Derivatives by Counterparty:
|
|
|
|
|
|
|
||||||||||||
Counterparty A
|
$
|
55
|
|
$
|
—
|
|
$
|
55
|
|
$
|
(55
|
)
|
$
|
—
|
|
$
|
—
|
|
Offsetting of Financial Liabilities and Derivative Liabilities
|
||||||||||||||||||
|
|
Gross Amounts
|
Net Amounts of
|
Gross Amounts Not Offset in
|
|
|||||||||||||
|
Gross Amounts
|
Offset in the
|
Liabilities Presented
|
the Statements of Condition
|
|
|||||||||||||
|
of Recognized
|
Statements of
|
in the Statements
|
Financial
|
Cash Collateral
|
|
||||||||||||
(in thousands)
|
Liabilities
2
|
Condition
|
of Condition
2
|
Instruments
|
Pledged
|
Net Amount
|
||||||||||||
June 30, 2017
|
|
|
|
|
|
|
||||||||||||
Derivatives by Counterparty:
|
|
|
|
|
|
|
||||||||||||
Counterparty A
|
$
|
935
|
|
$
|
—
|
|
$
|
935
|
|
$
|
(39
|
)
|
$
|
(896
|
)
|
$
|
—
|
|
December 31, 2016
|
|
|
|
|
|
|
||||||||||||
Derivatives by Counterparty:
|
|
|
|
|
|
|
||||||||||||
Counterparty A
|
$
|
933
|
|
$
|
—
|
|
$
|
933
|
|
$
|
(55
|
)
|
$
|
(878
|
)
|
$
|
—
|
|
•
|
the businesses of Bancorp and Napa may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected;
|
•
|
expected cost savings from the acquisition may not be fully realized or realized within the expected time frame;
|
•
|
revenues following the merger may be lower than expected;
|
•
|
customer and employee relationships and business operations may be disrupted by the acquisition;
|
•
|
the ability to obtain required regulatory and shareholder approvals, and the ability to complete the acquisition on the expected timeframe may be more difficult, time-consuming or costly than expected;
|
•
|
changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve; the quality and composition of the loan and securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the companies’ respective market areas; their implementation of new technologies; their ability to develop and maintain secure and reliable electronic systems; and accounting principles, policies, and guidelines, and
|
•
|
other risk factors detailed from time to time in filings made by Bancorp with the SEC.
|
•
|
The Board of Directors declared a cash dividend of $0.29 per share on July 21, 2017, an increase of $0.02 per share and the 49th consecutive dividend paid by the Bank.
|
•
|
Return on assets was
1.01
% for the quarter and
0.96
% for the six months ended
June 30, 2017
, compared to
0.99
% for the quarter and
1.07
% for the six months ended
June 30, 2016
. Return on equity was
8.74
% for the quarter and
8.34
% for the six months ended
June 30, 2017
, compared to
8.68
% for the quarter and
9.52
% for the six months ended
June 30, 2016
.
|
•
|
The tax-equivalent net interest margin was
3.85
% in the
second quarter of 2017
, compared to
3.77
% in the same quarter a year ago. Net interest income totaled
$18.3 million
in the
second quarter of 2017
, compared to
$17.2 million
in the same quarter last year.
|
•
|
Loans increased by $4.9 million and totaled
$1,491.5 million
at
June 30, 2017
, compared to $1,486.6 million at
December 31, 2016
. New loan originations in the first
six
months of 2017 of $79.4 million were primarily in commercial real estate, including both owner-occupied and investor-owned, spread throughout our markets, and tenancy-in-common fractional interest loans. Loan originations combined with changes in the utilization of loan commitments, pay-offs of $80.8 million, and scheduled payments, produced the net increase from
December 31, 2016
. Our current pipeline approximates last year at this time, and should translate into loan growth throughout the year.
|
•
|
Excellent credit quality remains the hallmark of our culture. Non-accrual loans totaled
$1.2 million
, or
0.08%
of loans at
June 30, 2017
, compared to
$145.0 thousand
, or 0.01% of loans at
December 31, 2016
. A well secured $1.0 million commercial real estate loan was placed on non-accrual status during the first quarter of 2017. Classified loans totaled
$29.3 million
at
June 30, 2017
, up from $19.6 million at
December 31, 2016
. One relationship of $8.4 million and the non-accrual loan of $1.0 million previously mentioned were downgraded to substandard in the first quarter of 2017. Accruing loans past due 30 to 89 days totaled
$393 thousand
at
June 30, 2017
, compared to $410 thousand at
December 31, 2016
.
|
•
|
Deposits totaled
$1,840.5 million
at
June 30, 2017
, compared to $1,772.7 million at
December 31, 2016
, a $67.8 million increase. We continue to see fluctuations from large deposit clients' seasonal cash flows and the placement by existing clients of funds from asset sales that will be distributed to the beneficiaries of trusts or transitioned into real estate or other investments. Non-interest bearing deposits represented 48.5% of total deposits, and the cost of total deposits dropped two basis points to 0.06%, from the first six months of 2016.
|
•
|
All capital ratios are above regulatory requirements for a well-capitalized institution. The total risk-based capital ratio for Bancorp was
15.0
% at
June 30, 2017
compared to 14.3% at
December 31, 2016
.
|
•
|
We have ample liquidity and capital to support both organic growth and potential acquisitions, such as the Napa transaction described above.
|
•
|
Acquisitions continue to remain a component of our strategic plan.
|
•
|
While we are investing in a number of strategic initiatives that aim at our long-term profitability, our short-term non-interest expenses are likely to increase, primarily due to acquisition-related expenses and facility expansions. In addition to the announced acquisition, we have signed a lease for our new branch in Healdsburg, California, which is scheduled to open on August 7, 2017. We are also expanding our geographic reach by adding a commercial banking office in the East Bay by the end of the year, which continues to be one of the strongest growth markets in the Bay Area region.
|
•
|
Our disciplined credit culture and relationship banking are keys to our success.
|
|
|
|
||||
(dollars in thousands)
|
June 30, 2017
|
December 31, 2016
|
||||
Selected financial condition data:
|
|
|
||||
Total assets
|
$
|
2,100,716
|
|
$
|
2,023,493
|
|
Loans, net
|
1,476,253
|
|
1,471,174
|
|
||
Deposits
|
1,840,540
|
|
1,772,700
|
|
||
Borrowings
|
5,666
|
|
5,586
|
|
||
Stockholders' equity
|
240,733
|
|
230,563
|
|
||
Asset quality ratios:
|
|
|
||||
Allowance for loan losses to total loans
|
1.02%
|
|
1.04
|
%
|
||
Allowance for loan losses to non-accrual loans
|
12.92
|
x
|
106.50
|
x
|
||
Non-accrual loans to total loans
|
0.08%
|
|
0.01
|
%
|
||
Capital ratios:
|
|
|
||||
Equity to total assets ratio
|
11.46
|
%
|
11.39
|
%
|
||
Total capital (to risk-weighted assets)
|
15.01
|
%
|
14.32
|
%
|
||
Tier 1 capital (to risk-weighted assets)
|
14.06
|
%
|
13.37
|
%
|
||
Tier 1 capital (to average assets)
|
11.61
|
%
|
11.39
|
%
|
||
Common equity Tier 1 capital (to risk weighted assets)
|
13.74
|
%
|
13.07
|
%
|
|
Three months ended
|
|
Six months ended
|
||||||||||
(dollars in thousands, except per share data)
|
June 30, 2017
|
June 30, 2016
|
|
June 30, 2017
|
June 30, 2016
|
||||||||
Selected operating data:
|
|
|
|
|
|
||||||||
Net interest income
|
$
|
18,304
|
|
$
|
17,166
|
|
|
$
|
35,925
|
|
$
|
35,804
|
|
Non-interest income
|
2,096
|
|
2,421
|
|
|
4,211
|
|
4,584
|
|
||||
Non-interest expense
|
12,631
|
|
12,017
|
|
|
25,642
|
|
24,027
|
|
||||
Net income
|
5,186
|
|
4,837
|
|
|
9,734
|
|
10,483
|
|
||||
Net income per common share:
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.85
|
|
$
|
0.80
|
|
|
$
|
1.60
|
|
$
|
1.73
|
|
Diluted
|
$
|
0.84
|
|
$
|
0.79
|
|
|
$
|
1.58
|
|
$
|
1.72
|
|
Performance and other financial ratios:
|
|
|
|
|
|
||||||||
Return on average assets
|
1.01%
|
|
0.99%
|
|
|
0.96%
|
|
1.07%
|
|
||||
Return on average equity
|
8.74%
|
|
8.68%
|
|
|
8.34%
|
|
9.52%
|
|
||||
Tax-equivalent net interest margin
|
3.85%
|
|
3.77%
|
|
|
3.82%
|
|
3.90%
|
|
||||
Efficiency ratio
|
61.92%
|
|
61.35%
|
|
|
63.89%
|
|
59.49%
|
|
||||
Dividend payout ratio on common stock
|
31.76%
|
|
31.25%
|
|
|
33.75%
|
|
28.90%
|
|
|
|
Three months ended
|
|
Three months ended
|
||||||||||||||
|
|
June 30, 2017
|
|
June 30, 2016
|
||||||||||||||
|
|
|
Interest
|
|
|
|
Interest
|
|
||||||||||
|
|
Average
|
Income/
|
Yield/
|
|
Average
|
Income/
|
Yield/
|
||||||||||
(dollars in thousands)
|
Balance
|
Expense
|
Rate
|
|
Balance
|
Expense
|
Rate
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|||||||||||
|
Interest-bearing due from banks
1
|
$
|
56,597
|
|
$
|
157
|
|
1.10
|
%
|
|
$
|
28,766
|
|
$
|
40
|
|
0.54
|
%
|
|
Investment securities
2, 3
|
408,335
|
|
2,355
|
|
2.31
|
%
|
|
389,023
|
|
2,080
|
|
2.14
|
%
|
||||
|
Loans
1, 3, 4
|
1,487,419
|
|
16,868
|
|
4.49
|
%
|
|
1,440,847
|
|
16,416
|
|
4.51
|
%
|
||||
|
Total interest-earning assets
1
|
1,952,351
|
|
19,380
|
|
3.93
|
%
|
|
1,858,636
|
|
18,536
|
|
3.95
|
%
|
||||
|
Cash and non-interest-bearing due from banks
|
46,204
|
|
|
|
|
40,540
|
|
|
|
||||||||
|
Bank premises and equipment, net
|
8,390
|
|
|
|
|
8,827
|
|
|
|
||||||||
|
Interest receivable and other assets, net
|
60,115
|
|
|
|
|
60,205
|
|
|
|
||||||||
Total assets
|
$
|
2,067,060
|
|
|
|
|
$
|
1,968,208
|
|
|
|
|||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|||||||||||
|
Interest-bearing transaction accounts
|
$
|
94,799
|
|
$
|
21
|
|
0.09
|
%
|
|
$
|
93,355
|
|
$
|
28
|
|
0.12
|
%
|
|
Savings accounts
|
163,424
|
|
16
|
|
0.04
|
%
|
|
149,234
|
|
14
|
|
0.04
|
%
|
||||
|
Money market accounts
|
539,192
|
|
114
|
|
0.08
|
%
|
|
510,727
|
|
107
|
|
0.08
|
%
|
||||
|
Time accounts including CDARS
|
146,042
|
|
139
|
|
0.38
|
%
|
|
160,031
|
|
193
|
|
0.48
|
%
|
||||
|
Overnight borrowings
1
|
—
|
|
—
|
|
—
|
%
|
|
1,082
|
|
1
|
|
0.40
|
%
|
||||
|
FHLB fixed-rate advances
1
|
—
|
|
—
|
|
—
|
%
|
|
12,363
|
|
377
|
|
12.07
|
%
|
||||
|
Subordinated debentures
1
|
5,646
|
|
109
|
|
7.59
|
%
|
|
5,471
|
|
107
|
|
7.78
|
%
|
||||
|
Total interest-bearing liabilities
|
949,103
|
|
399
|
|
0.17
|
%
|
|
932,263
|
|
827
|
|
0.36
|
%
|
||||
|
Demand accounts
|
868,070
|
|
|
|
|
797,935
|
|
|
|
||||||||
|
Interest payable and other liabilities
|
11,771
|
|
|
|
|
13,853
|
|
|
|
||||||||
|
Stockholders' equity
|
238,116
|
|
|
|
|
224,157
|
|
|
|
||||||||
Total liabilities & stockholders' equity
|
$
|
2,067,060
|
|
|
|
|
$
|
1,968,208
|
|
|
|
|||||||
Tax-equivalent net interest income/margin
1
|
|
$
|
18,981
|
|
3.85
|
%
|
|
|
$
|
17,709
|
|
3.77
|
%
|
|||||
Reported net interest income/margin
1
|
|
$
|
18,304
|
|
3.71
|
%
|
|
|
$
|
17,166
|
|
3.65
|
%
|
|||||
Tax-equivalent net interest rate spread
|
|
|
3.76
|
%
|
|
|
|
3.59
|
%
|
|
Three Months Ended June 30, 2017 Compared to Three Months Ended
June 30, 2016
|
Six Months Ended June 30, 2017 Compared to Six Months Ended
June 30, 2016
|
||||||||||||||||||||||
(in thousands)
|
Volume
|
|
Yield/Rate
|
|
Mix
|
|
Total
|
|
Volume
|
|
Yield/Rate
|
|
Mix
|
|
Total
|
|
||||||||
Interest-bearing due from banks
|
$
|
38
|
|
$
|
41
|
|
$
|
38
|
|
$
|
117
|
|
$
|
65
|
|
$
|
44
|
|
$
|
57
|
|
$
|
166
|
|
Investment securities
1
|
103
|
|
164
|
|
8
|
|
275
|
|
31
|
|
339
|
|
2
|
|
372
|
|
||||||||
Loans
1
|
531
|
|
(76
|
)
|
(3
|
)
|
452
|
|
969
|
|
(1,702
|
)
|
(49
|
)
|
(782
|
)
|
||||||||
Total interest-earning assets
|
672
|
|
129
|
|
43
|
|
844
|
|
1,065
|
|
(1,319
|
)
|
10
|
|
(244
|
)
|
||||||||
Interest-bearing transaction accounts
|
—
|
|
(7
|
)
|
—
|
|
(7
|
)
|
—
|
|
(6
|
)
|
1
|
|
(5
|
)
|
||||||||
Savings accounts
|
1
|
|
1
|
|
—
|
|
2
|
|
3
|
|
—
|
|
—
|
|
3
|
|
||||||||
Money market accounts
|
6
|
|
1
|
|
—
|
|
7
|
|
4
|
|
5
|
|
—
|
|
9
|
|
||||||||
Time accounts, including CDARS
|
(17
|
)
|
(40
|
)
|
3
|
|
(54
|
)
|
(34
|
)
|
(77
|
)
|
7
|
|
(104
|
)
|
||||||||
FHLB borrowings and overnight borrowings
|
(378
|
)
|
—
|
|
—
|
|
(378
|
)
|
(478
|
)
|
—
|
|
—
|
|
(478
|
)
|
||||||||
Subordinated debentures
|
3
|
|
(1
|
)
|
—
|
|
2
|
|
7
|
|
(6
|
)
|
—
|
|
1
|
|
||||||||
Total interest-bearing liabilities
|
(385
|
)
|
(46
|
)
|
3
|
|
(428
|
)
|
(498
|
)
|
(84
|
)
|
8
|
|
(574
|
)
|
||||||||
|
$
|
1,057
|
|
$
|
175
|
|
$
|
40
|
|
$
|
1,272
|
|
$
|
1,563
|
|
$
|
(1,235
|
)
|
$
|
2
|
|
$
|
330
|
|
1
Yields and interest income on tax-exempt securities and loans are presented on a taxable-equivalent basis using the federal statutory rate of 35%.
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||||
|
June 30, 2017
|
|
June 30, 2016
|
|
June 30, 2017
|
|
June 30, 2016
|
||||||||||||
(dollars in thousands)
|
Dollar Amount
|
Basis point impact to net interest margin
|
|
Dollar Amount
|
Basis point impact to net interest margin
|
|
Dollar Amount
|
Basis point impact to net interest margin
|
|
Dollar Amount
|
Basis point impact to net interest margin
|
||||||||
Accretion on PCI loans
|
$
|
80
|
|
2 bps
|
|
$
|
87
|
|
2 bps
|
|
$
|
170
|
|
2 bps
|
|
$
|
185
|
|
2 bps
|
Accretion on non-PCI loans
|
$
|
178
|
|
3 bps
|
|
$
|
317
|
|
7 bps
|
|
$
|
328
|
|
3 bps
|
|
$
|
647
|
|
7 bps
|
Gains on pay-offs of PCI loans
|
$
|
84
|
|
2 bps
|
|
$
|
—
|
|
0 bps
|
|
$
|
84
|
|
1 bps
|
|
$
|
740
|
|
8 bps
|
|
Three months ended
|
|
Amount
|
|
Percent
|
||||||||
(dollars in thousands)
|
June 30, 2017
|
June 30, 2016
|
|
Increase (Decrease)
|
|
Increase (Decrease)
|
|||||||
Service charges on deposit accounts
|
$
|
447
|
|
$
|
441
|
|
|
$
|
6
|
|
|
1.4
|
%
|
Wealth Management and Trust Services
|
504
|
|
527
|
|
|
(23
|
)
|
|
(4.4
|
)%
|
|||
Debit card interchange fees
|
384
|
|
381
|
|
|
3
|
|
|
0.8
|
%
|
|||
Merchant interchange fees
|
112
|
|
128
|
|
|
(16
|
)
|
|
(12.5
|
)%
|
|||
Earnings on bank-owned life insurance
|
210
|
|
209
|
|
|
1
|
|
|
0.5
|
%
|
|||
Dividends on FHLB stock
|
176
|
|
185
|
|
|
(9
|
)
|
|
(4.9
|
)%
|
|||
Gains on investment securities, net
|
10
|
|
284
|
|
|
(274
|
)
|
|
(96.5
|
)%
|
|||
Other income
|
253
|
|
266
|
|
|
(13
|
)
|
|
(4.9
|
)%
|
|||
Total non-interest income
|
$
|
2,096
|
|
$
|
2,421
|
|
|
$
|
(325
|
)
|
|
(13.4
|
)%
|
|
|
|
|
|
|
|
|||||||
|
Six months ended
|
|
Amount
|
|
Percent
|
||||||||
(dollars in thousands)
|
June 30, 2017
|
June 30, 2016
|
|
Increase (Decrease)
|
|
Increase (Decrease)
|
|||||||
Service charges on deposit accounts
|
$
|
899
|
|
$
|
897
|
|
|
$
|
2
|
|
|
0.2
|
%
|
Wealth Management and Trust Services
|
1,007
|
|
1,093
|
|
|
(86
|
)
|
|
(7.9
|
)%
|
|||
Debit card interchange fees
|
756
|
|
719
|
|
|
37
|
|
|
5.1
|
%
|
|||
Merchant interchange fees
|
208
|
|
241
|
|
|
(33
|
)
|
|
(13.7
|
)%
|
|||
Earnings on bank-owned life insurance
|
419
|
|
410
|
|
|
9
|
|
|
2.2
|
%
|
|||
Dividends on FHLB stock
|
408
|
|
354
|
|
|
54
|
|
|
15.3
|
%
|
|||
Gains on investment securities, net
|
10
|
|
394
|
|
|
(384
|
)
|
|
(97.5
|
)%
|
|||
Other income
|
504
|
|
476
|
|
|
28
|
|
|
5.9
|
%
|
|||
Total non-interest income
|
$
|
4,211
|
|
$
|
4,584
|
|
|
$
|
(373
|
)
|
|
(8.1
|
)%
|
|
Three months ended
|
|
Amount
|
|
Percent
|
|||||||||
(dollars in thousands)
|
June 30, 2017
|
|
June 30, 2016
|
|
Increase (Decrease)
|
|
Increase (Decrease)
|
|||||||
Salaries and related benefits
|
$
|
7,287
|
|
|
$
|
6,724
|
|
|
$
|
563
|
|
|
8.4
|
%
|
Occupancy and equipment
|
1,380
|
|
|
1,175
|
|
|
205
|
|
|
17.4
|
%
|
|||
Depreciation and amortization
|
463
|
|
|
441
|
|
|
22
|
|
|
5.0
|
%
|
|||
Federal Deposit Insurance Corporation insurance
|
162
|
|
|
246
|
|
|
(84
|
)
|
|
(34.1
|
)%
|
|||
Data processing
|
963
|
|
|
916
|
|
|
47
|
|
|
5.1
|
%
|
|||
Professional services
|
522
|
|
|
554
|
|
|
(32
|
)
|
|
(5.8
|
)%
|
|||
Directors' expense
|
224
|
|
|
116
|
|
|
108
|
|
|
93.1
|
%
|
|||
Information technology
|
186
|
|
|
165
|
|
|
21
|
|
|
12.7
|
%
|
|||
(Reversal) provision for losses on off-balance sheet commitments
|
(208
|
)
|
|
150
|
|
|
(358
|
)
|
|
(238.7
|
)%
|
|||
Other non-interest expense
|
|
|
|
|
|
|
|
|||||||
Advertising
|
131
|
|
|
98
|
|
|
33
|
|
|
33.7
|
%
|
|||
Other expense
|
1,521
|
|
|
1,432
|
|
|
89
|
|
|
6.2
|
%
|
|||
Total other non-interest expense
|
1,652
|
|
|
1,530
|
|
|
122
|
|
|
8.0
|
%
|
|||
Total non-interest expense
|
$
|
12,631
|
|
|
$
|
12,017
|
|
|
$
|
614
|
|
|
5.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Six months ended
|
|
Amount
|
|
Percent
|
|||||||||
(dollars in thousands)
|
June 30, 2017
|
|
June 30, 2016
|
|
Increase (Decrease)
|
|
Increase (Decrease)
|
|||||||
Salaries and related benefits
|
$
|
14,762
|
|
|
$
|
13,472
|
|
|
$
|
1,290
|
|
|
9.6
|
%
|
Occupancy and equipment
|
2,699
|
|
|
2,456
|
|
|
243
|
|
|
9.9
|
%
|
|||
Depreciation and amortization
|
944
|
|
|
894
|
|
|
50
|
|
|
5.6
|
%
|
|||
Federal Deposit Insurance Corporation insurance
|
323
|
|
|
507
|
|
|
(184
|
)
|
|
(36.3
|
)%
|
|||
Data processing
|
1,902
|
|
|
1,772
|
|
|
130
|
|
|
7.3
|
%
|
|||
Professional services
|
1,044
|
|
|
1,052
|
|
|
(8
|
)
|
|
(0.8
|
)%
|
|||
Directors' expense
|
382
|
|
|
305
|
|
|
77
|
|
|
25.2
|
%
|
|||
Information technology
|
384
|
|
|
358
|
|
|
26
|
|
|
7.3
|
%
|
|||
(Reversal) provision for losses on off-balance sheet commitments
|
(43
|
)
|
|
150
|
|
|
(193
|
)
|
|
(128.7
|
)%
|
|||
Other non-interest expense
|
|
|
|
|
|
|
|
|||||||
Advertising
|
204
|
|
|
201
|
|
|
3
|
|
|
1.5
|
%
|
|||
Other expense
|
3,041
|
|
|
2,860
|
|
|
181
|
|
|
6.3
|
%
|
|||
Total other non-interest expense
|
3,245
|
|
|
3,061
|
|
|
184
|
|
|
6.0
|
%
|
|||
Total non-interest expense
|
$
|
25,642
|
|
|
$
|
24,027
|
|
|
$
|
1,615
|
|
|
6.7
|
%
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||
(dollars in thousands)
|
Amortized Cost
|
Fair Value
|
% of Total State and Political Subdivisions
|
|
Amortized Cost
|
Fair Value
|
% of Total State and Political Subdivisions
|
|||||||||||
Within California:
|
|
|
|
|
|
|
|
|||||||||||
|
General obligation bonds
|
$
|
15,620
|
|
$
|
15,779
|
|
15.5
|
%
|
|
$
|
15,777
|
|
$
|
15,660
|
|
14.3
|
%
|
|
Revenue bonds
|
8,193
|
|
8,424
|
|
8.1
|
|
|
10,895
|
|
11,127
|
|
9.9
|
|
||||
|
Tax allocation bonds
|
4,000
|
|
4,158
|
|
4.0
|
|
|
4,043
|
|
4,178
|
|
3.7
|
|
||||
Total within California
|
27,813
|
|
28,361
|
|
27.6
|
|
|
30,715
|
|
30,965
|
|
27.9
|
|
|||||
Outside California:
|
|
|
|
|
|
|
|
|||||||||||
|
General obligation bonds
|
65,399
|
|
65,926
|
|
64.7
|
|
|
71,534
|
|
70,376
|
|
64.9
|
|
||||
|
Revenue bonds
|
7,802
|
|
7,865
|
|
7.7
|
|
|
7,913
|
|
7,904
|
|
7.2
|
|
||||
Total outside California
|
73,201
|
|
73,791
|
|
72.4
|
|
|
79,447
|
|
78,280
|
|
72.1
|
|
|||||
Total obligations of state and political subdivisions
|
$
|
101,014
|
|
$
|
102,152
|
|
100.0
|
%
|
|
$
|
110,162
|
|
$
|
109,245
|
|
100.0
|
%
|
•
|
The soundness of a municipality’s budgetary position and stability of its tax revenues
|
•
|
Debt profile and level of unfunded liabilities, diversity of revenue sources, taxing authority of the issuer
|
•
|
Local demographics/economics including unemployment data, largest taxpayers and local employers, income indices and home values
|
•
|
For revenue bonds, the source and strength of revenue for municipal authorities including the obligor’s financial condition and reserve levels, annual debt service and debt coverage ratio, and credit enhancement (such as insurer’s strength)
|
•
|
Credit ratings by major credit rating agencies
|
•
|
shifting off-balance sheet items with an original maturity of one year or less from 0% to 20% risk weight,
|
•
|
moving past due loan balances from 100% to 150% risk weight,
|
•
|
deducting deferred tax assets associated with NOLs and tax credits from common equity Tier 1 capital, and
|
•
|
subjecting deferred tax assets related to temporary timing differences that exceed certain thresholds to 250% risk-weighting, beginning in 2018.
|
Capital Ratios for Bancorp
(dollars in thousands)
|
Actual Ratio
|
Adequately Capitalized Threshold
1
|
Ratio to be a Well Capitalized Bank Holding Company
|
||||||||||||
June 30, 2017
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
|||
Total Capital (to risk-weighted assets)
|
$
|
255,140
|
|
15.01
|
%
|
≥ $
|
157,238
|
|
≥ 9.250
|
%
|
≥ $
|
169,987
|
|
≥ 10.00
|
%
|
Tier 1 Capital (to risk-weighted assets)
|
$
|
239,051
|
|
14.06
|
%
|
≥ $
|
123,241
|
|
≥ 7.250
|
%
|
≥ $
|
135,990
|
|
≥ 8.00
|
%
|
Tier 1 Capital (to average assets)
|
$
|
239,051
|
|
11.61
|
%
|
≥ $
|
82,339
|
|
≥ 4.000
|
%
|
≥ $
|
102,924
|
|
≥ 5.00
|
%
|
Common Equity Tier 1 (to risk-weighted assets)
|
$
|
233,570
|
|
13.74
|
%
|
≥ $
|
97,743
|
|
≥ 5.750
|
%
|
≥ $
|
110,492
|
|
≥ 6.50
|
%
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||
Total Capital (to risk-weighted assets)
|
$
|
247,453
|
|
14.32
|
%
|
≥ $
|
149,039
|
|
≥ 8.625
|
%
|
≥ $
|
172,799
|
|
≥ 10.00
|
%
|
Tier 1 Capital (to risk-weighted assets)
|
$
|
231,111
|
|
13.37
|
%
|
≥ $
|
114,479
|
|
≥ 6.625
|
%
|
≥ $
|
138,239
|
|
≥ 8.00
|
%
|
Tier 1 Capital (to average assets)
|
$
|
231,111
|
|
11.39
|
%
|
≥ $
|
81,189
|
|
≥ 4.000
|
%
|
≥ $
|
101,486
|
|
≥ 5.00
|
%
|
Common Equity Tier 1 (to risk-weighted assets)
|
$
|
225,925
|
|
13.07
|
%
|
≥ $
|
88,559
|
|
≥ 5.125
|
%
|
≥ $
|
112,319
|
|
≥ 6.50
|
%
|
Capital Ratios for the Bank
(dollars in thousands)
|
Actual Ratio
|
Adequately Capitalized Threshold
1
|
Ratio to be Well Capitalized under Prompt Corrective Action Provisions
|
||||||||||||
June 30, 2017
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
|||
Total Capital (to risk-weighted assets)
|
$
|
250,894
|
|
14.76
|
%
|
≥ $
|
157,193
|
|
≥ 9.250
|
%
|
≥ $
|
169,938
|
|
≥ 10.00
|
%
|
Tier 1 Capital (to risk-weighted assets)
|
$
|
234,805
|
|
13.82
|
%
|
≥ $
|
123,205
|
|
≥ 7.250
|
%
|
≥ $
|
135,951
|
|
≥ 8.00
|
%
|
Tier 1 Capital (to average assets)
|
$
|
234,805
|
|
11.41
|
%
|
≥ $
|
82,326
|
|
≥ 4.000
|
%
|
≥ $
|
102,908
|
|
≥ 5.00
|
%
|
Common Equity Tier 1 (to risk-weighted assets)
|
$
|
234,805
|
|
13.82
|
%
|
≥ $
|
97,715
|
|
≥ 5.750
|
%
|
≥ $
|
110,460
|
|
≥ 6.50
|
%
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Capital (to risk-weighted assets)
|
$
|
243,468
|
|
14.09
|
%
|
≥ $
|
149,016
|
|
≥ 8.625
|
%
|
≥ $
|
172,772
|
|
≥ 10.00
|
%
|
Tier 1 Capital (to risk-weighted assets)
|
$
|
227,127
|
|
13.15
|
%
|
≥ $
|
114,462
|
|
≥ 6.625
|
%
|
≥ $
|
138,218
|
|
≥ 8.00
|
%
|
Tier 1 Capital (to average assets)
|
$
|
227,127
|
|
11.19
|
%
|
≥ $
|
81,176
|
|
≥ 4.000
|
%
|
≥ $
|
101,469
|
|
≥ 5.00
|
%
|
Common Equity Tier 1 (to risk-weighted assets)
|
$
|
227,127
|
|
13.15
|
%
|
≥ $
|
88,546
|
|
≥ 5.125
|
%
|
≥ $
|
112,302
|
|
≥ 6.50
|
%
|
•
|
unexpected problems with operations, personnel, technology or credit;
|
•
|
loss of customers and employees of Napa;
|
•
|
difficulty in working with Napa's employees and customers;
|
•
|
the assimilation of Napa's operations, sites and personnel; and
|
•
|
instituting and maintaining uniform standards, controls, procedures and policies.
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
2.01
|
8-K
|
001-33572
|
2.1
|
August 1, 2017
|
|
|
3.01
|
10-Q
|
001-33572
|
3.01
|
November 7, 2007
|
|
|
3.02
|
10-Q
|
001-33572
|
3.02
|
May 9, 2011
|
|
|
3.02a
|
8-K
|
001-33572
|
3.03
|
July 6, 2015
|
|
|
4.01
|
8-A12B
|
001-33572
|
4.1
|
July 7, 2017
|
|
|
10.01
|
S-8
|
333-144810
|
4.1
|
May 26, 2017
|
|
|
10.02
|
S-8
|
333-144810
|
4.1
|
July 24, 2007
|
|
|
10.03
|
S-8
|
333-144809
|
4.1
|
June 30, 2017
|
|
|
10.04
|
S-8
|
333-167639
|
4.1
|
June 21, 2010
|
|
|
10.05
|
10-Q
|
001-33572
|
10.06
|
November 7, 2007
|
|
|
10.06
|
8-K
|
001-33572
|
10.1
|
January 26, 2009
|
|
|
10.07
|
8-K
|
001-33572
|
99.1
|
October 21, 2010
|
|
|
10.08
|
8-K
|
001-33572
|
10.1
|
January 6, 2011
|
|
|
10.09
|
8-K
|
001-33572
|
10.4
|
January 6, 2011
|
|
|
10.10
|
8-K
|
001-33572
|
10.2
|
November 4, 2014
|
|
|
10.11
|
8-K
|
001-33572
|
10.3
|
November 4, 2014
|
|
|
10.12
|
8-K
|
001-33572
|
10.4
|
June 2, 2015
|
|
|
10.13
|
8-K
|
001-33572
|
10.1
|
October 31, 2007
|
|
|
10.14
|
8-K
|
001-33572
|
10.1
|
July 17, 2012
|
|
|
11.01
|
|
|
|
|
Filed
|
|
31.01
|
|
|
|
|
Filed
|
|
31.02
|
|
|
|
|
Filed
|
|
32.01
|
|
|
|
|
Filed
|
|
101.01*
|
XBRL Interactive Data File
|
|
|
|
|
Furnished
|
*
|
As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
|
Bank of Marin Bancorp
|
|
|
|
(registrant)
|
|
|
|
|
|
|
|
|
|
August 7, 2017
|
|
/s/ Russell A. Colombo
|
|
Date
|
|
Russell A. Colombo
|
|
|
|
President &
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
August 7, 2017
|
|
/s/ Tani Girton
|
|
Date
|
|
Tani Girton
|
|
|
|
Executive Vice President &
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
August 7, 2017
|
|
/s/ Cecilia Situ
|
|
Date
|
|
Cecilia Situ
|
|
|
|
First Vice President &
|
|
|
|
Manager of Finance & Treasury
|
|
|
|
(Principal Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Bank of Marin Bancorp (the Registrant);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's Board of Directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting.
|
August 7, 2017
|
|
/s/ Russell A. Colombo
|
Date
|
|
Russell A. Colombo
|
|
|
President &
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Bank of Marin Bancorp (the Registrant);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's Board of Directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting.
|
August 7, 2017
|
|
/s/ Tani Girton
|
Date
|
|
Tani Girton
|
|
|
Chief Financial Officer
|
August 7, 2017
|
|
/s/ Russell A. Colombo
|
Date
|
|
Russell A. Colombo
|
|
|
President &
|
|
|
Chief Executive Officer
|
August 7, 2017
|
|
/s/ Tani Girton
|
Date
|
|
Tani Girton
|
|
|
Executive Vice President &
|
|
|
Chief Financial Officer
|