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EX-32 - EXHIBIT 32 - SIERRA BANCORPv433025_ex32.htm
EX-31.1 - EXHIBIT 31.1 - SIERRA BANCORPv433025_ex31-1.htm
EX-23 - EXHIBIT 23 - SIERRA BANCORPv433025_ex23.htm
EX-31.2 - EXHIBIT 31.2 - SIERRA BANCORPv433025_ex31-2.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

 

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2015

 

Commission file number: 000-33063

________________________________

 

SIERRA BANCORP

(Exact name of registrant as specified in its charter)

 

California 33-0937517
(State of incorporation) (I.R.S. Employer Identification No.)

 

86 North Main Street, Porterville, California 93257
(Address of principal executive offices) (Zip Code)

 

(559) 782-4900

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Name of each exchange on which registered
Common Stock, No Par Value The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

 

Securities registered pursuant to Section 12(g) of the Act: None

________________________________

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes þ No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ Yes ¨ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

þ Yes ¨ No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

  Large accelerated filer ¨ Accelerated filer þ
  Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes þ No

 

As of June 30, 2015, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $201 million, based on the closing price reported to the registrant on that date of $17.31 per share. Shares of Common Stock held by each officer and director and each person or control group owning more than ten percent of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

The number of shares of common stock of the registrant outstanding as of March 1, 2016 was 13,268,928.

 

Documents Incorporated by Reference: Portions of the definitive proxy statement for the 2016 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to SEC Regulation 14A are incorporated by reference in Part III, Items 10-14.

 

 

 

 

TABLE OF CONTENTS

 

  ITEM PAGE
     
PART I   1
     
  Item 1. Business 1
     
  Item 1A.  Risk Factors 11
     
  Item 1B.  Unresolved Staff Comments 20
     
  Item 2. Properties 20
     
  Item 3. Legal Proceedings 20
     
  Item 4. Reserved 20
     
PART II   21
     
  Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 21
     
  Item 6. Selected Financial Data 24
     
  Item 7. Management’s Discussion and Analysis of Financial Condition and Results of  Operations 26
     
  Item 7A.  Quantitative and Qualitative Disclosures about Market Risk 53
     
  Item 8. Financial Statements and Supplementary Data 53
     
  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 124
     
  Item 9A.  Controls and Procedures 124
     
  Item 9B.  Other Information 127
     
PART III   127
     
  Item 10.  Directors, Executive Officers and Corporate Governance 127
     
  Item 11.  Executive Compensation 127
     
  Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 127
     
  Item 13.  Certain Relationships and Related Transactions and Director Independence 127
     
  Item 14.  Principal Accounting Fees and Services 127
     
PART IV   128
     
  Item 15.  Exhibits and Financial Statement Schedules 128
     
SIGNATURES 130

 

 

 

 

PART I

 

Item 1. Business

 

General

 

The Company

 

Sierra Bancorp (the “Company”) is a California corporation headquartered in Porterville, California, and is a registered bank holding company under federal banking laws. The Company was formed to serve as the holding company for Bank of the Sierra (the “Bank”), and has been the Bank’s sole shareholder since August 2001. The Company exists primarily for the purpose of holding the stock of the Bank and of such other subsidiaries it may acquire or establish. At the present time, the Company’s only other direct subsidiaries are Sierra Statutory Trust II and Sierra Capital Trust III, which were formed in March 2004 and June 2006, respectively, solely to facilitate the issuance of capital trust pass-through securities (“TRUPS”). Pursuant to the Financial Accounting Standards Board’s guidance on the consolidation of variable interest entities, these trusts are not reflected on a consolidated basis in the financial statements of the Company. References herein to the “Company” include Sierra Bancorp and its consolidated subsidiary, the Bank, unless the context indicates otherwise. At December 31, 2015, the Company had consolidated assets of $1.797 billion, gross loans of $1.133 billion, deposits of $1.465 billion and shareholders’ equity of $190 million. The Company’s liabilities include $31 million in debt obligations due to Sierra Statutory Trust II and Sierra Capital Trust III, related to TRUPS issued by those entities.

 

The Bank

 

The Bank is a California state-chartered bank headquartered in Porterville, California. We offer a full range of retail and commercial banking services primarily in Tulare, Kern, Fresno, and Kings Counties in Central California, and in select markets in Southern California including Ventura County and the Santa Clarita Valley. Bank of the Sierra was incorporated in September 1977, and opened for business in January 1978 as a one-branch bank with $1.5 million in capital and eleven employees. Our growth in the ensuing years has primarily been organic, but includes two acquisitions: Sierra National Bank in the year 2000, and Santa Clara Valley Bank (“SCVB”) in 2014. We are the largest bank headquartered in the South San Joaquin Valley, and plan to expand even further in 2016 with the acquisition of Coast Bancorp, the holding company for Coast National Bank, and the purchase of certain deposits and loans from Citizens Business Bank (see the following section, Recent Developments, for more details on these acquisitions).

 

Our chief products and services are related to the business of lending money and accepting deposits. The Bank’s lending activities include real estate, commercial (including small business), mortgage warehousing, agricultural, and consumer loans. The bulk of our real estate loans are secured by commercial, professional office, and agricultural properties which are predominantly owner occupied, and we also offer a complete line of construction loans for residential and commercial development, permanent mortgage loans, land acquisition and development loans, and multifamily credit facilities. Secondary market services for residential mortgage loans are provided through the Bank’s affiliations with Freddie Mac, Fannie Mae and certain non-governmental institutions. As of December 31, 2015, the percentage of our total loan and lease portfolio for each of the principal types of credit we extend was as follows: (i) loans secured by real estate (68.7%); (ii) agricultural production loans (4.1%); (iii) commercial and industrial loans and leases (including SBA loans and direct finance leases) (10.0%); (iv) mortgage warehouse loans (15.9%); and (v) consumer loans (1.3%). Interest, fees, and other income on real-estate secured loans, which is by far the largest segment of our portfolio, totaled $38.2 million, or 49% of net interest plus other income in 2015, and $33.5 million, or 49% of net interest plus other income in 2014.

 

In addition to loans, we offer a wide range of deposit products for individuals and businesses including checking accounts, savings accounts, money market demand accounts, time deposits, retirement accounts, and sweep accounts. The Bank’s deposit accounts are insured by the Federal Deposit Insurance Corporation (the “FDIC”) up to maximum insurable amounts. We attract deposits throughout our market area with direct-mail campaigns, a customer-oriented product mix, competitive pricing, convenient locations, drive-through banking, and a multitude of alternative delivery channels, and we strive to retain our deposit customers by providing a consistently high level of service. At December 31, 2015 we had 101,200 deposit accounts totaling $1.465 billion, compared to 99,200 deposit accounts totaling $1.367 billion at December 31, 2014.

 

 1 

 

 

We currently operate an administrative office, 28 full service branch offices and one loan production office in the following locations:

 

Porterville:  

Administrative Headquarters

86 North Main Street

 

Main Office

90 North Main Street

 

West Olive Branch

1498 West Olive Avenue

             
Bakersfield:  

Bakersfield Ming Office

8500 Ming Avenue

 

Bakersfield Riverlakes Office

4060 Coffee Road

 

Bakersfield East Hills Office

2501 Mt. Vernon Avenue

             
California City:  

California City Office

8031 California City Blvd.

       
             
Clovis:  

Clovis Office

1835 East Shaw Avenue

       
             
Delano:  

Delano Office

1126 Main Street

       
             
Dinuba:  

Dinuba Office

401 East Tulare Street

       
             
Exeter:  

Exeter Office

1103 West Visalia Road

       
             
Farmersville:  

Farmersville Office

400 West Visalia Road

       
             
Fillmore:  

Fillmore Office

527 Sespe Avenue

       
             
Fresno:  

Fresno Shaw Office

636 East Shaw Avenue

 

Fresno Herndon Office

7029 N. Ingram Avenue

 

Fresno Sunnyside Office

5775 E. Kings Canyon Rd.

             
Hanford:  

Hanford Office

427 West Lacey Boulevard

       
             

Lindsay:

 

 

Lindsay Office

142 South Mirage Avenue

       
             
Oxnard:  

Oxnard Loan Production Office

300 E. Esplanade #1720

       
             
Reedley:  

Reedley Office

1095 W. Manning Street

       
             
Santa Clarita:  

Santa Clarita Office

26328 Citrus Street

       
             
Santa Paula:  

Santa Paula Office

901 E. Main Street

       
             
Selma:  

Selma Office

2446 McCall Avenue

       
             
Tehachapi:  

Tehachapi Downtown Office

224 West “F” Street

 

Tehachapi Old Town Office

21000 Mission Street

   
             
Three Rivers:  

Three Rivers Office

40884 Sierra Drive

       
             
Tulare:  

Tulare Office

246 East Tulare Avenue

 

Tulare Prosperity Office

1430 E Prosperity Avenue

   
             
Visalia:  

Visalia Mooney Office

2515 South Mooney Blvd.

 

Visalia Downtown Office

128 East Main Street

   

 

 2 

 

 

The Bank has also received regulatory approvals for a de-novo branch in Sanger, California, which is scheduled to open in the second quarter of 2016, and another branch in Bakersfield, California, although the timing of that opening remains uncertain. In addition to our stand-alone offices the Bank has specialized lending units which include a real estate industries center, an agricultural credit center, and an SBA lending unit. We also have ATMs at all branch locations and offsite ATMs at six different non-branch locations. Furthermore, the Bank is a member of the Allpoint network, which provides our customers with surcharge-free access to over 43,000 ATMs across the nation and another 12,000 ATMs in foreign countries, and our customers have access to electronic point-of-sale payment alternatives nationwide via the Pulse EFT network. To ensure that account access preferences are addressed for all customers, we provide the following options: an internet branch which provides the ability to open deposit accounts online; an online banking option with bill-pay and mobile banking capabilities, including mobile check deposit; a customer service center that is accessible by toll-free telephone during business hours; and an automated telephone banking system that is usually accessible 24 hours a day, seven days a week. We offer a multitude of other banking products and services to complement and support our lending and deposit products, including remote deposit capture and automated payroll services for business customers.

 

We have not engaged in any material research activities related to the development of new products or services during the last two fiscal years. However, our officers and employees are continually searching for ways to increase public convenience, enhance customer access to payment systems, and enable us to improve our competitive position. The cost to the Bank for these development, operations, and marketing activities cannot be calculated with any degree of certainty. We hold no patents or licenses (other than licenses required by bank regulatory agencies), franchises, or concessions. Our business has a modest seasonal component due to the heavy agricultural orientation of the Central Valley, but as our branches in more metropolitan areas have expanded we have become less reliant on the agriculture-related base. We are not dependent on a single customer or group of related customers for a material portion of our core deposits, but for loans we do have what could be considered to be industry concentrations in loans to the dairy industry (10% of total loans), and to mortgage companies in the form of mortgage warehouse loans (16% of total loans). Our efforts to comply with government and regulatory mandates on consumer protection and privacy, anti-terrorism, and other initiatives have resulted in significant ongoing expense to the Bank, including staffing additions and costs associated with compliance-related software. However, as far as can be determined there has been no material effect upon our capital expenditures, earnings, or competitive position as a result of environmental regulation at the Federal, state, or local level.

 

Recent Developments

 

In January 2016 the Company entered into a definitive agreement to acquire Coast Bancorp, the holding company for Coast National Bank, which as of December 31, 2015 had $145 million in total assets, $94 million in loans, $24 million in investment securities, and $127 million in deposits. Coast maintains offices in San Luis Obispo, Paso Robles, Arroyo Grande, and Atascadero, California. We expect the transaction to be completed in the second quarter of 2016, subject to customary closing conditions including the receipt of required regulatory approvals and the consent of Coast Bancorp shareholders. One-time acquisition costs are expected to add roughly $3.2 million to the Company’s pre-tax non-interest expense in 2016. Also announced in January 2016 was the Company’s agreement to acquire the Porterville branch of Citizens Business Bank, including approximately $22 million in deposits and $1 million in loans which we plan to consolidate into our Porterville Main office. Pending regulatory approvals, that transaction is also scheduled for completion in the second quarter of 2016.

 

Recent Accounting Pronouncements

 

Information on recent accounting pronouncements is contained in Note 2 to the consolidated financial statements.

 

Competition

 

The banking business in California in general, and more specifically in many of our market areas, is highly competitive. The industry continues to consolidate, particularly with the relatively large number of FDIC-assisted takeovers of failed banks and other acquisitions of troubled banks in recent years. There are also many unregulated companies competing for business in our markets with financial products targeted at profitable customer segments. Many of those companies are able to compete across geographic boundaries and provide meaningful alternatives to significant banking products and services. These competitive trends are likely to continue.

 

 3 

 

 

With respect to commercial bank competitors, the business is dominated by a relatively small number of major banks that operate a large number of offices within our geographic footprint. Based on June 30, 2015 FDIC market share data for the 20 cities within which the Company maintains branches, the largest portion of deposits belongs to Wells Fargo Bank with 23.4% of total combined deposits, followed by Bank of America (16.2%), JPMorgan Chase (8.4%), Union Bank (6.7%), and Bank of the West (6.2%). Bank of the Sierra ranks sixth on the 2015 market share list with 5.6% of total deposits. In Tulare County, however, where the Bank was originally formed, we rank first for deposit market share with 19.6% of total deposits and have the largest number of branch locations (12, including our online branch). The larger banks noted above have, among other advantages, the ability to finance wide-ranging advertising campaigns and to allocate their resources to regions of highest yield and demand. They can also offer certain services that we do not provide directly but may offer indirectly through correspondent institutions, and by virtue of their greater capitalization those banks have legal lending limits that are substantially higher than ours. For loan customers whose needs exceed our legal lending limits, we typically arrange for the sale, or participation, of some of the balances to financial institutions that are not within our geographic footprint.

 

In addition to other banks, our competitors include savings institutions, credit unions, and numerous non-banking institutions such as finance companies, leasing companies, insurance companies, brokerage firms, asset management groups, mortgage banking firms and internet-based companies. Technological innovations have lowered traditional barriers of entry and enabled many of these companies to offer services that previously were considered traditional banking products, and we have witnessed increased competition from companies that circumvent the banking system by facilitating payments via the internet, wireless devices, prepaid cards, and other means.

 

Strong competition for deposits and loans among financial institutions and non-banks alike affects interest rates and other terms on which financial products are offered to customers. Mergers between financial institutions have created additional pressures within the industry to remain competitive by streamlining operations, reducing expenses, and increasing revenues. Competition is also impacted by federal and state interstate banking laws which permit banking organizations to expand into other states. The relatively large California market has been particularly attractive to out-of-state institutions.

 

For years we have countered rising competition by offering a broad array of products with flexibility in structure and terms that cannot always be matched by our competitors. We also offer our customers community-oriented, personalized service, and rely on local promotional activity and personal contact by our employees. As noted above, layered onto our traditional personal-contact banking philosophy are technology-driven initiatives that improve customer access and convenience.

 

Employees

 

As of December 31, 2015 the Company had 352 full-time and 79 part-time employees. On a full-time equivalent basis staffing stood at 417 at December 31, 2015, down slightly from 420 at December 31, 2014.

 

Regulation and Supervision

 

Banks and bank holding companies are heavily regulated by federal and state laws and regulations. Most banking regulations are intended primarily for the protection of depositors and the deposit insurance fund and not for the benefit of shareholders. The following is a summary of certain statutes, regulations and regulatory guidance affecting the Company and the Bank. This summary is not intended to be a complete explanation of such statutes, regulations and guidance, all of which are subject to change in the future, nor does it fully address their effects and potential effects on the Company and the Bank.

 

Regulation of the Company Generally

 

The Company is a legal entity separate and distinct from the Bank and its other subsidiaries. As a bank holding company, the Company is regulated under the Bank Holding Company Act of 1956 (the “BHC Act”), and is subject to supervision, regulation and inspection by the Federal Reserve Board. The Company is also under the jurisdiction of the SEC and is subject to the disclosure and regulatory requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934, each administered by the SEC. The Company’s common stock is listed on the NASDAQ Global Select market (“NASDAQ”) under the trading symbol “BSRR” and the Company is, therefore, subject to the rules of NASDAQ for listed companies.

 

 4 

 

 

The Company is a bank holding company within the meaning of the BHC Act and is registered as such with the Federal Reserve Board. A bank holding company is required to file annual reports and other information with the Federal Reserve regarding its business operations and those of its subsidiaries. In general, the BHC Act limits the business of bank holding companies to banking, managing or controlling banks and other activities that the Federal Reserve has determined to be so closely related to banking as to be a proper incident thereto, including securities brokerage services, investment advisory services, fiduciary services, and management advisory and data processing services, among others. A bank holding company that also qualifies as and elects to become a “financial holding company” may engage in a broader range of activities that are financial in nature or complementary to a financial activity (as determined by the Federal Reserve or Treasury regulations), such as securities underwriting and dealing, insurance underwriting and agency, and making merchant banking investments. The Company has not elected to become a financial holding company but may do so at some point in the future if deemed appropriate in view of opportunities or circumstances at the time.

 

The BHC Act requires the prior approval of the FRB for the direct or indirect acquisition of more than five percent of the voting shares of a commercial bank or its parent holding company. Acquisitions by the Bank are subject instead to the Bank Merger Act, which requires the prior approval of an acquiring bank’s primary federal regulator for any merger with or acquisition of another bank.

 

The Company and the Bank are deemed to be “affiliates” of each other and thus are subject to Sections 23A and 23B of the Federal Reserve Act as well as related Federal Reserve Regulation W which impose both quantitative and qualitative restrictions and limitations on transactions between affiliates. The Bank is also subject to laws and regulations requiring that all loans and extensions of credit to our executive officers, directors, principal shareholders and related parties must, among other things, be made on substantially the same terms and follow credit underwriting procedures no less stringent than those prevailing at the time for comparable transactions with persons not related to the Bank.

 

Under certain conditions, the Federal Reserve has the authority to restrict the payment of cash dividends by a bank holding company as an unsafe and unsound banking practice, and may require a bank holding company to obtain the prior approval of the Federal Reserve prior to purchasing or redeeming its own equity securities, unless certain conditions are met. The Federal Reserve also has the authority to regulate the debt of bank holding companies.

 

A bank holding company is required to act as a source of financial and managerial strength for its subsidiary banks and must commit resources as necessary to support such subsidiaries. In this connection, the Federal Reserve may require a bank holding company to contribute additional capital to an undercapitalized subsidiary bank and may disapprove of the payment of dividends to the shareholders if the Federal Reserve Board believes the payment of such dividends would be an unsafe or unsound practice.

 

Regulation of the Bank Generally

 

As a state chartered bank, the Bank is subject to broad federal regulation and oversight extending to all its operations by the FDIC and to state regulation by the California Department of Business Oversight (the “DBO”). The Bank is also subject to certain regulations of the Federal Reserve Board.

 

Capital Adequacy Requirements

 

The Company and the Bank are subject to the regulations of the Federal Reserve Board and the FDIC, respectively, governing capital adequacy. These agencies have adopted risk-based capital guidelines to provide a systematic analytical framework which makes regulatory capital requirements sensitive to differences in risk profiles among banking organizations, considers off-balance sheet exposures in evaluating capital adequacy, and minimizes disincentives to holding liquid, low-risk assets. Capital levels, as measured by these standards, are also used to categorize financial institutions for purposes of certain prompt corrective action regulatory provisions.

 

Prior to January 1, 2015, the guidelines included a minimum required ratio of qualifying Tier 1 plus Tier 2 capital to total risk weighted assets of 8% (“Total Risk-Based Capital Ratio” or “Total RBC Ratio”), and a minimum required ratio of Tier 1 capital to total risk weighted assets of 4% (“Tier 1 Risk-Based Capital Ratio” or “Tier 1 RBC Ratio”). The guidelines also provided for a minimum Leverage Ratio, which is defined as Tier 1 capital to adjusted average assets (quarterly average assets less the disallowed capital items discussed below). The minimum Leverage Ratio is 3% for institutions having the highest regulatory rating, and 4% for all other institutions. Tier 1 capital is generally defined as the sum of core capital elements, less goodwill and other intangible assets, accumulated other comprehensive income, disallowed deferred tax assets, and certain other deductions. The following items are defined as core capital elements: (i) common shareholders’ equity; (ii) qualifying non-cumulative perpetual preferred stock and related surplus (and, in the case of holding companies, senior perpetual preferred stock issued to the U.S. Treasury Department pursuant to the Troubled Asset Relief Program); (iii) minority interests in the equity accounts of consolidated subsidiaries; and (iv) “restricted” core capital elements (which include qualifying trust preferred securities) up to 25% of all core capital elements. Tier 2 capital includes the following supplemental capital elements: (i) allowance for loan and lease losses (but not more than 1.25% of an institution’s risk-weighted assets); (ii) perpetual preferred stock and related surplus not qualifying as core capital; (iii) hybrid capital instruments, perpetual debt and mandatory convertible debt instruments; and, (iv) term subordinated debt and intermediate-term preferred stock and related surplus. The maximum amount of Tier 2 capital is capped at 100% of Tier 1 capital.

 

 5 

 

 

Pursuant to the adoption of final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for all U.S. banks and bank holding companies with more than $500 million in assets, minimum regulatory requirements for both the quantity and quality of capital held by the Company and the Bank increased effective January 1, 2015. Furthermore, a new capital class known as Common Equity Tier 1 capital was added, and most financial institutions were given the option of a one-time election to continue to exclude accumulated other comprehensive income (“AOCI”) from regulatory capital. Since the Company exercised its option to exclude AOCI with its first regulatory filings for 2015, our Common Equity Tier 1 capital includes common stock, additional paid-in capital, and retained earnings, less the following: disallowed goodwill and intangibles, disallowed deferred tax assets, and any insufficient additional capital to cover the deductions. The definitions of Tier 1 and Tier 2 capital are essentially unchanged, although disallowed amounts increased with the new rules. The final rules include new regulatory minimums of 4.5% for the common equity Tier 1 capital to total risk weighted assets ratio (“Common Equity Tier 1 RBC Ratio”), 6.0% for the Tier 1 RBC Ratio, 8.0% for the Total RBC Ratio, and 4.0% for the Leverage Ratio. The final rules also require a Common Equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets which is in addition to the other minimum risk-based capital standards in the rule. The capital buffer requirement will be phased in over three years beginning in 2016, and will effectively raise the minimum required Common Equity Tier 1 RBC Ratio to 7.0%, the Tier 1 RBC Ratio to 8.5%, and the Total RBC Ratio to 10.5% on a fully phased-in basis. Institutions that do not maintain the required capital buffer will become subject to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases, and on the payment of discretionary bonuses to executive management.

 

The final rules also increase the required capital for certain categories of assets, including higher-risk construction and real estate loans, certain past-due or nonaccrual loans, and certain exposures related to securitizations. The final rules permanently grandfather non-qualifying capital instruments (such as trust preferred securities and cumulative perpetual preferred stock) issued before May 19, 2010 for inclusion in the Tier 1 capital of banking organizations with total consolidated assets of less than $15 billion at December 31, 2009, subject to a limit of 25% of Tier 1 capital. As all of the Company’s trust preferred securities were issued prior to that date, they will continue to qualify as Tier 1 capital under the new rules.

 

The new minimum capital ratios became effective for us on January 1, 2015, and the capital buffers will be fully phased in by January 1, 2019. Based on our capital levels at December 31, 2015 and 2014, the Company and the Bank would have met all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis. For more information on the Company’s capital, see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation – Capital Resources. Risk-based capital ratio (“RBC”) requirements are discussed in greater detail in the following section.

 

Prompt Corrective Action Provisions

 

Federal law requires each federal banking agency to take prompt corrective action to resolve the problems of insured financial institutions, including but not limited to those that fall below one or more prescribed minimum capital ratios. The federal banking agencies have by regulation defined the following five capital categories: “well capitalized” (Total RBC Ratio of 10%; Tier 1 RBC Ratio of 8%; Common Equity Tier 1 RBC Ratio of 6.5%; and Leverage Ratio of 5%); “adequately capitalized” (Total RBC Ratio of 8%; Tier 1 RBC Ratio of 6%; Common Equity Tier 1 RBC Ratio of 4.5%; and Leverage Ratio of 4%); “undercapitalized” (Total RBC Ratio of less than 8%; Tier 1 RBC Ratio of less than 6%; Common Equity Tier 1 RBC Ratio of less than 4.5%; or Leverage Ratio of less than 4%); “significantly undercapitalized” (Total RBC Ratio of less than 6%; Tier 1 RBC Ratio of less than 4%; Common Equity Tier 1 RBC Ratio of less than 3%; or Leverage Ratio less than 3%); and “critically undercapitalized” (tangible equity to total assets less than or equal to 2%). A bank may be treated as though it were in the next lower capital category if, after notice and the opportunity for a hearing, the appropriate federal agency finds an unsafe or unsound condition or practice so warrants, but no bank may be treated as “critically undercapitalized” unless its actual capital ratio warrants such treatment. As of December 31, 2015 and 2014, both the Company and the Bank were deemed to be well capitalized for regulatory capital purposes.

 

 6 

 

 

At each successively lower capital category, an insured bank is subject to increased restrictions on its operations. For example, a bank is generally prohibited from paying management fees to any controlling persons or from making capital distributions if to do so would make the bank “undercapitalized.” Asset growth and branching restrictions apply to undercapitalized banks, which are required to submit written capital restoration plans meeting specified requirements (including a guarantee by the parent holding company, if any). “Significantly undercapitalized” banks are subject to broad regulatory authority, including among other things capital directives, forced mergers, restrictions on the rates of interest they may pay on deposits, restrictions on asset growth and activities, and prohibitions on paying bonuses or increasing compensation to senior executive officers without FDIC approval. Even more severe restrictions apply to “critically undercapitalized” banks. Most importantly, except under limited circumstances, not later than 90 days after an insured bank becomes critically undercapitalized the appropriate federal banking agency is required to appoint a conservator or receiver for the bank.

 

In addition to measures taken under the prompt corrective action provisions, insured banks may be subject to potential actions by the federal regulators for unsafe or unsound practices in conducting their businesses or for violations of any law, rule, regulation or any condition imposed in writing by the agency or any written agreement with the agency. Enforcement actions may include the issuance of cease and desist orders, termination of insurance of deposits (in the case of a bank), the imposition of civil money penalties, the issuance of directives to increase capital, formal and informal agreements, or removal and prohibition orders against “institution-affiliated” parties.

 

Safety and Soundness Standards

 

The federal banking agencies have also adopted guidelines establishing safety and soundness standards for all insured depository institutions. Those guidelines relate to internal controls, information systems, internal audit systems, loan underwriting and documentation, compensation, and liquidity and interest rate exposure. In general, the standards are designed to assist the federal banking agencies in identifying and addressing problems at insured depository institutions before capital becomes impaired. If an institution fails to meet the requisite standards, the appropriate federal banking agency may require the institution to submit a compliance plan and could institute enforcement proceedings if an acceptable compliance plan is not submitted or adhered to.

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act

 

Legislation and regulations enacted and implemented since 2008 in response to the U.S. economic downturn and financial industry instability continue to impact most institutions in the banking sector. Certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), which was enacted in 2010, are now effective and have been fully implemented, including revisions in the deposit insurance assessment base for FDIC insurance and a permanent increase in coverage to $250,000; the permissibility of paying interest on business checking accounts; the removal of barriers to interstate branching and required disclosure and shareholder advisory votes on executive compensation. Additional actions taken to implement Dodd-Frank provisions include (i) final new capital rules, (ii) a final rule to implement the so called Volcker rule restrictions on certain proprietary trading and investment activities and (iii) final rules and increased enforcement action by the Consumer Finance Protection Bureau (discussed further below in connection with consumer protection).

 

Some aspects of Dodd-Frank are still subject to rulemaking and will take effect over several years, making it difficult to anticipate the ultimate financial impact on the Company, its customers or the financial services industry more generally. However, certain provisions of Dodd-Frank are already affecting our operations and expenses, including but not limited to changes in FDIC assessments, the permitted payment of interest on demand deposits, and enhanced compliance requirements. Some of the rules and regulations promulgated or yet to be promulgated under Dodd-Frank will apply directly only to institutions much larger than ours, but could indirectly impact smaller banks, either due to competitive influences or because certain required practices for larger institutions may subsequently become expected “best practices” for smaller institutions. We expect to see continued increases in the attention and resources devoted by the Company to ensure compliance with the statutory and regulatory requirements engendered by Dodd-Frank.

 

 7 

 

 

Deposit Insurance

 

The Bank’s deposits are insured up to maximum applicable limits under the Federal Deposit Insurance Act, and the Bank is subject to deposit insurance assessments to maintain the FDIC’s Deposit Insurance Fund (the “DIF”). In October 2010, the FDIC adopted a revised restoration plan to ensure that the DIF’s designated reserve ratio (“DRR”) reaches 1.35% of insured deposits by September 30, 2020, the deadline mandated by the Dodd-Frank Act. However, financial institutions like Bank of the Sierra with assets of less than $10 billion are exempted from the cost of this increase. Furthermore, the restoration plan proposed an increase in the DRR to 2% of estimated insured deposits as a long-term goal for the fund. The FDIC also proposed future assessment rate reductions in lieu of dividends, when the DRR reaches 1.5% or greater.

 

As noted above, the Dodd-Frank Act provided for a permanent increase in FDIC deposit insurance per depositor from $100,000 to $250,000 retroactive to January 1, 2008. Furthermore, the FDIC redefined its deposit insurance premium assessment base from an institution’s total domestic deposits to its total assets less tangible equity, effective in the second quarter of 2011. The changes to the assessment base necessitated changes to assessment rates, which became effective April 1, 2011. The revised assessment rates are lower than prior rates but the assessment base is larger, so approximately the same amount of assessment revenue is being collected by the FDIC. We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance. If there are additional bank or financial institution failures or if the FDIC otherwise determines, we may be required to pay even higher FDIC premiums, which may have a material adverse effect on our earnings and could have a material adverse effect on the value of, or market for, our common stock.

 

In addition to DIF assessments, banks must pay quarterly assessments that are applied to the retirement of Financing Corporation bonds issued in the 1980’s to assist in the recovery of the savings and loan industry. The assessment amount fluctuates, but was 0.60 basis points of insured deposits for the fourth quarter of 2015. Those assessments will continue until the Financing Corporation bonds mature in 2019.

 

Community Reinvestment Act

 

The Bank is subject to certain requirements and reporting obligations involving Community Reinvestment Act (“CRA”) activities. The CRA generally requires federal banking agencies to evaluate the record of a financial institution in meeting the credit needs of its local communities, including low and moderate income neighborhoods. The CRA further requires the agencies to consider a financial institution’s efforts in meeting its community credit needs when evaluating applications for, among other things, domestic branches, mergers or acquisitions, or the formation of holding companies. In measuring a bank’s compliance with its CRA obligations, the regulators utilize a performance-based evaluation system under which CRA ratings are determined by the bank’s actual lending, service, and investment performance, rather than on the extent to which the institution conducts needs assessments, documents community outreach activities or complies with other procedural requirements. In connection with its assessment of CRA performance, the FDIC assigns a rating of “outstanding,” “satisfactory,” “needs to improve” or “substantial noncompliance.” The Bank most recently received a “satisfactory” CRA assessment rating in August 2013.

 

Privacy and Data Security

 

The Gramm-Leach-Bliley Act, also known as the Financial Modernization Act of 1999 (the “Financial Modernization Act”), imposed requirements on financial institutions with respect to consumer privacy. Financial institutions, however, are required to comply with state law if it is more protective of consumer privacy than the Financial Modernization Act. The Financial Modernization Act generally prohibits disclosure of consumer information to non-affiliated third parties unless the consumer has been given the opportunity to object and has not objected to such disclosure. The statute also directed federal regulators, including the Federal Reserve and the FDIC, to establish standards for the security of consumer information, and requires financial institutions to disclose their privacy policies to consumers annually.

 

 8 

 

 

Overdrafts

 

The Electronic Funds Transfer Act, as implemented by the Federal Reserve’s Regulation E, governs transfers initiated through automated teller machines (“ATMs”), point-of-sale terminals, and other electronic banking services. Regulation E prohibits financial institutions from assessing an overdraft fee for paying ATM and one-time point-of-sale debit card transactions, unless the customer affirmatively opts in to the overdraft service for those types of transactions. The opt-in provision establishes requirements for clear disclosure of fees and terms of overdraft services for ATM and one-time debit card transactions. The rule does not apply to other types of transactions, such as check, automated clearinghouse (“ACH”) and recurring debit card transactions. Additionally, in November 2010 the FDIC issued its Overdraft Guidance on automated overdraft service programs, to ensure that a bank mitigates the risks associated with offering automated overdraft payment programs and complies with all consumer protection laws and regulations. The procedural changes and fee adjustments necessitated by those regulatory changes resulted in lower overdraft income for the Company, and could further adversely impact non-interest income in the future.

 

Consumer Financial Protection and Financial Privacy

 

Dodd-Frank created the Consumer Finance Protection Bureau (the “CFPB”) as an independent entity with broad rulemaking, supervisory and enforcement authority over consumer financial products and services including deposit products, residential mortgages, home-equity loans and credit cards. The CFPB’s functions include investigating consumer complaints, conducting market research, rulemaking, supervising and examining bank consumer transactions, and enforcing rules related to consumer financial products and services. CFPB regulations and guidance apply to all financial institutions, including the Bank, although only banks with $10 billion or more in assets are subject to examination by the CFPB. Banks with less than $10 billion in assets, including the Bank, will continue to be examined for compliance by their primary federal banking agency.

 

In January 2013, the CFPB issued final regulations governing primarily consumer mortgage lending. One rule which became effective in January 2014 imposes additional requirements on lenders, including rules designed to require lenders to ensure borrowers’ ability to repay their mortgages. The CFPB also finalized a rule on escrow accounts for higher priced mortgage loans and a rule expanding the scope of the high-cost mortgage provision in the Truth in Lending Act. The CFPB also issued final rules implementing provisions of the Dodd-Frank Act that relate to mortgage servicing. In November 2013 the CFPB issued a final rule on integrated and simplified mortgage disclosures under the Truth in Lending Act and the Real Estate Settlement Procedures Act, which became effective in October 2015.

 

The CFPB has broad rulemaking authority for a wide range of consumer financial laws that apply to all banks, including, among other things, the authority to prohibit “unfair, deceptive or abusive” acts and practices. Abusive acts or practices are defined as those that materially interfere with a consumer’s ability to understand a term or condition of a consumer financial product or service or take unreasonable advantage of a consumer’s: (i) lack of financial savvy, (ii) inability to protect himself in the selection or use of consumer financial products or services, or (iii) reasonable reliance on a covered entity to act in the consumer’s interests.

 

The Bank continues to be subject to numerous other federal and state consumer protection laws that extensively govern its relationship with its customers. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the Expedited Funds Availability Act, the Home Mortgage Disclosure Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Fair Debt Collection Practices Act, the Right to Financial Privacy Act, the Service Members Civil Relief Act, and respective state-law counterparts to these laws, as well as state usury laws and laws regarding unfair and deceptive acts and practices. These and other laws require disclosures including the cost of credit and terms of deposit accounts, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections, prohibit unfair, deceptive and abusive practices, restrict the Company’s ability to raise interest rates and subject the Company to substantial regulatory oversight.

 

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In addition, the Bank, like all other financial institutions, is required to maintain the privacy of its customers’ non-public, personal information. Such privacy requirements direct financial institutions to: (i) provide notice to customers regarding privacy policies and practices; (ii) inform customers regarding the conditions under which their non-public personal information may be disclosed to non-affiliated third parties; and (iii) give customers an option to prevent disclosure of such information to non-affiliated third parties.

 

Interstate Banking and Branching

 

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Interstate Act”) together with Dodd-Frank relaxed prior interstate branching restrictions under federal law by permitting, subject to regulatory approval, state and federally chartered commercial banks to establish branches in states where the laws permit banks chartered in such states to establish branches. The Interstate Act requires regulators to consult with community organizations before permitting an interstate institution to close a branch in a low-income area. Federal banking agency regulations prohibit banks from using their interstate branches primarily for deposit production and the federal banking agencies have implemented a loan-to-deposit ratio screen to ensure compliance with this prohibition. Dodd-Frank effectively eliminated the prohibition under California law against interstate branching through de novo establishment of California branches. Interstate branches are subject to certain laws of the states in which they are located. The Bank presently does not have any interstate branches.

 

USA Patriot Act of 2001

 

The impact of the USA Patriot Act of 2001 (the “Patriot Act”) on financial institutions of all kinds has been significant and wide ranging. The Patriot Act substantially enhanced anti-money laundering and financial transparency laws, and required certain regulatory authorities to adopt rules that promote cooperation among financial institutions, regulators, and law enforcement entities in identifying parties that may be involved in terrorism or money laundering. Under the Patriot Act, financial institutions are subject to prohibitions regarding specified financial transactions and account relationships, as well as enhanced due diligence and “know your customer” standards in their dealings with foreign financial institutions and foreign customers. The Patriot Act also requires all financial institutions to establish anti-money laundering programs. The Bank expanded its Bank Secrecy Act compliance staff and intensified due diligence procedures concerning the opening of new accounts to fulfill the anti-money laundering requirements of the Patriot Act, and also implemented systems and procedures to identify suspicious banking activity and report any such activity to the Financial Crimes Enforcement Network.

 

Incentive Compensation

 

In June 2010, the FRB and the FDIC issued comprehensive final guidance on incentive compensation policies intended to help ensure that banking organizations do not undermine their own safety and soundness by encouraging excessive risk-taking. The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization's board of directors. These three principles are incorporated into proposed joint compensation regulations under the Dodd-Frank Act that would prohibit incentive-based payment arrangements that encourage inappropriate risks at specified regulated entities having at least $1 billion in total assets. The regulatory agencies will review, as part of their regular risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Company, that are not “large, complex banking organizations.” Where appropriate, the regulatory agencies will take supervisory or enforcement action to address perceived deficiencies in an institution’s incentive compensation arrangements or related risk-management, control, and governance processes. The Company believes that it is in full compliance with the regulatory guidance on incentive compensation policies.

 

Sarbanes-Oxley Act of 2002

 

The Company is subject to the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) which addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. Among other things, Sarbanes-Oxley mandates chief executive and chief financial officer certifications of periodic financial reports, additional financial disclosures concerning off-balance sheet items, and accelerated share transaction reporting for executive officers, directors and 10% shareholders. In addition, Sarbanes-Oxley increased penalties for non-compliance with the Exchange Act. SEC rules promulgated pursuant to Sarbanes-Oxley impose obligations and restrictions on auditors and audit committees intended to enhance their independence from management, and include extensive additional disclosure, corporate governance and other related rules.

 

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Commercial Real Estate Lending Concentrations

 

As a part of their regulatory oversight, the federal regulators have issued guidelines on sound risk management practices with respect to a financial institution’s concentrations in commercial real estate (“CRE”) lending activities. These guidelines were issued in response to the agencies’ concerns that rising CRE concentrations might expose institutions to unanticipated earnings and capital volatility in the event of adverse changes in the commercial real estate market. The guidelines identify certain concentration levels that, if exceeded, will expose the institution to additional supervisory analysis with regard to the institution’s CRE concentration risk. The guidelines are designed to promote appropriate levels of capital and sound loan and risk management practices for institutions with a concentration of CRE loans. In general, the guidelines establish two concentration levels: first, if the institution’s total construction, land development and other land loans represent 100 percent or more of total risk-based capital; and second, if total loans for construction, land development and other land and loans secured by multifamily and non-owner occupied non-farm residential properties (excluding loans secured by owner-occupied properties) represent 300 percent or more of total risk-based capital and the institution’s commercial real estate loan portfolio has increased by 50 percent or more during the prior 36 month period. The Bank believes that the guidelines are applicable to it, as it has a relatively high concentration in CRE loans. The Bank and its board of directors have discussed the guidelines and believe that the Bank’s underwriting policies, management information systems, independent credit administration process, and monitoring of real estate loan concentrations are sufficient to address the guidelines.

 

Other Pending and Proposed Legislation

 

Other legislative and regulatory initiatives which could affect the Company, the Bank and the banking industry in general are pending, and additional initiatives may be proposed or introduced before the United States Congress, the California legislature and other governmental bodies in the future. Such proposals, if enacted, may further alter the structure, regulation and competitive relationship among financial institutions, and may subject the Bank to increased regulation, disclosure and reporting requirements. In addition, the various banking regulatory agencies often adopt new rules and regulations to implement and enforce existing legislation. It cannot be predicted whether, or in what form, any such legislation or regulations may be enacted or the extent to which the business of the Company or the Bank would be affected thereby.

 

Item 1A. RISK FACTORS

 

You should carefully consider the following risk factors and all other information contained in this Annual Report before making investment decisions concerning the Company’s common stock. The risks and uncertainties described below are not the only ones the Company faces. Additional risks and uncertainties not presently known to the Company, or that the Company currently believes are immaterial, may also adversely impact the Company’s business. If any of the events described in the following risk factors occur, the Company’s business, results of operations and financial condition could be materially adversely affected. In addition, the trading price of the Company’s common stock could decline due to any of the events described in these risks.

 

Risks Relating to the Bank and to the Business of Banking in General

 

Our business has been and may in the future be adversely affected by volatile conditions in the financial markets and unfavorable economic conditions generally. From December 2007 through June 2009, the U.S. economy was officially in recession. Business activity across a wide range of industries and regions in the U.S. was greatly reduced during the recession and in the ensuing years, and remains at subdued levels in some parts of the country today. The financial markets and the financial services industry in particular suffered unprecedented disruption, causing a large number of institutions to fail or to require government intervention to avoid failure.

 

As a result of the adverse financial and economic conditions noted in the previous paragraph, many lending institutions, including our Company, experienced material deterioration in the performance of their loans, particularly construction, development and land loans, and unsecured commercial and consumer loans. Consequently, our nonperforming assets and credit costs (primarily our loan loss provision, net costs associated with other real estate owned, legal expense, and appraisal costs) increased significantly during and after the recession. The Company’s nonperforming assets reached $80 million, or 8.54% of total loans and foreclosed assets in September 2009, relative to only $689,000, or 0.08% of total loans and foreclosed assets at the end of 2006, prior to the recession. Our credit quality has substantially improved over the past few years, with total nonperforming assets reduced to $13 million, or 1.13% of total loans plus foreclosed assets at the end of 2015, although that is still slightly higher than the recent median ratio of 0.94% for financial institutions with total assets between $500 million and $3 billion.

 

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California’s San Joaquin Valley, where the Company is headquartered and has most of its branch locations, was particularly hard hit by the recession. Unemployment levels have always been elevated in the San Joaquin Valley, including Tulare County which is our geographic center, but recessionary conditions pushed unemployment rates to exceptionally high levels. The unemployment rate for Tulare County reached a high of 19.3% during the most recent economic cycle, in March 2010. It reflects a steady downward trend since 2010 and had declined to 12.2% by December 2015, but is still well above the 5.8% aggregate unemployment rate reported for California in December 2015. In addition, as discussed below in connection with challenges to the agricultural industry, if the California drought continues it could have a significant negative impact on unemployment rates in our market areas. The drop in oil prices could also negatively impact unemployment rates, particularly in Kern County.

 

There are indications of stabilized economic conditions, and the real estate sector appears to have gained momentum in many of our local markets. However unemployment remains relatively high, as noted above, and some local governments and businesses are still experiencing difficulties due to reduced consumer spending and a drop in tax revenues. Additional adverse market developments could further depress consumer confidence levels and payment patterns, which could cause real estate values to resume their unfavorable trends and lead to additional loan delinquencies and increased default rates.

 

If business and economic conditions deteriorate, the ensuing economic weakness could have one or more of the following undesirable effects on our business:

 

·a lack of demand for loans, or other products and services offered by us;
·a decline in the value of our loans or other assets secured by residential or commercial real estate;
·a decrease in deposit balances due to increased pressure on the liquidity of our customers;
·an impairment of our investment securities; or
·an increase in the number of borrowers who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to us, which in turn could result in a higher level of nonperforming assets, net charge-offs and provision for credit losses.

 

Challenges in the agricultural industry could have an adverse effect on our customers and their ability to make payments to us, particularly in view of recent drought conditions in California. While the Company’s nonperforming assets are currently comprised mainly of loans secured by non-agricultural real estate and other real estate owned (“OREO”), the drivers behind high levels of nonperforming assets in previous economic cycles include difficulties experienced by the agricultural industry. This is due to the fact that a considerable portion of our borrowers are involved in, or are impacted to some extent by, the agricultural industry. While a great number of our borrowers are not directly involved in agriculture, they would likely be impacted by difficulties in the agricultural industry since many jobs in our market areas are ancillary to the regular production, processing, marketing and sale of agricultural commodities.

 

The markets for agricultural products can be adversely impacted by increased supply from overseas competition, a drop in consumer demand, and numerous other factors. The ripple effect of any resulting drop in commodity prices could lower borrower income and depress collateral values. Weather patterns are also of critical importance to row crop, tree fruit, and citrus production. A degenerative cycle of weather has the potential to adversely affect agricultural industries as well as consumer purchasing power, and could lead to further unemployment throughout the San Joaquin Valley. The state of California has recently experienced the worst drought in recorded history, and while precipitation this season appears to be above average it is difficult to predict if the drought will resume and how long it might last. Another looming issue that could have a major impact on the agricultural industry involves water availability and distribution rights. If the amount of water available to agriculture becomes increasingly scarce due to drought and/or diversion to other uses, farmers may not be able to continue to produce agricultural products at a reasonable profit, which has the potential to force many out of business. Such conditions have affected and may continue to adversely affect our borrowers and, by extension, our business, and if general agricultural conditions decline our level of nonperforming assets could increase.

 

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The recent drop in oil prices could have an adverse impact on our customers and their ability to make payments to us, particularly in areas such as Kern County where oil production is a significant economic driver. Kern County, which is home to about three quarters of California’s oil production, declared a fiscal emergency in January 2015 after projecting a material budget gap resulting from declining oil prices. With oil prices down substantially in recent periods, there have been related declines in oil property values and property taxes. Kern County currently has ample fiscal reserves which it can access and it also plans to cut expenses to help address the issue, thus industry observers do not expect the County to file bankruptcy. However, economic multipliers to a contracting oil industry include the prospects of a depressed residential housing market and a drop in commercial real estate values. The Company does not have direct exposure to oil producers, but our indirect exposure via loans outstanding to borrowers involved in servicing oil companies totaled $43 million at December 31, 2015. If cash flows are disrupted for those service providers, or if other borrowers are indirectly impacted and/or non-oil property values decline, our level of nonperforming assets and loan charge-offs could increase.

 

Concentrations of real estate loans have negatively impacted our performance in the past, and could subject us further risks in the event of another real estate recession or natural disaster. Our loan portfolio is heavily concentrated in real estate loans, particularly commercial real estate. At December 31, 2015, 69% of our loan portfolio consisted of real estate loans, and a sizeable portion of the remaining loan portfolio has real estate collateral as a secondary source of repayment or as an abundance of caution. Real estate loans on commercial buildings represented approximately 49% of all real estate loans, while construction/development and land loans were 7%, loans secured by residential properties accounted for 27%, and loans secured by farmland were 17% of real estate loans. The Company’s $12.8 million balance of nonperforming assets at December 31, 2015 includes nonperforming real estate loans totaling $8.4 million, and $3.2 million in foreclosed assets comprised primarily of OREO.

 

The Central Valley residential real estate market experienced significant deflation in property values during 2008 and 2009, and foreclosures occurred at relatively high rates during and after the recession. While residential real estate values in our market areas currently appear to be stabilized or slightly increasing, if they were to slide further, or if commercial real estate values decline materially, the Company could experience additional migration into nonperforming assets. An increase in nonperforming assets could have a material adverse effect on our financial condition and results of operations by reducing our income and increasing our expenses. Deterioration in real estate values might also further reduce the amount of loans the Company makes to businesses in the construction and real estate industry, which could negatively impact our organic growth prospects. Similarly, the occurrence of a natural disaster like those California has experienced in the past, including earthquakes, fires, and flooding, could impair the value of the collateral we hold for real estate secured loans and negatively impact our results of operations.

 

In addition, banking regulators give commercial real estate loans extremely close scrutiny due to risks relating to the cyclical nature of the real estate market and related risks for lenders with high concentrations of such loans. The regulators have required banks with relatively high levels of CRE loans to implement enhanced underwriting standards, internal controls, risk management policies and portfolio stress testing, which has resulted in higher allowances for possible loan losses. Expectations for higher capital levels have also materialized. Any required increase in our allowance for loan losses could adversely affect our net income, and any requirement that we maintain higher capital levels could adversely impact financial performance measures such as earnings per share.

 

Our concentration of commercial real estate, construction and land development, and commercial and industrial loans exposes us to increased lending risks. Commercial real estate, construction and land development, and commercial and industrial loans and leases (including agricultural production loans), which comprised approximately 53% of our total loan portfolio as of December 31, 2015, expose the Company to a greater risk of loss than residential real estate and consumer loans, which comprised a smaller percentage of the total loan portfolio. Commercial real estate and land development loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to residential loans. Consequently, an adverse development with respect to one commercial loan or credit relationship exposes us to greater risk of loss than an adverse development with respect to one residential mortgage loan.

 

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Repayment of our commercial loans is often dependent on the cash flows of the borrowers, which may be unpredictable, and the collateral securing these loans may fluctuate in value. At December 31, 2015, we had $159 million or 14% of total loans in commercial loans and leases (including agricultural production loans). Commercial lending involves risks that are different from those associated with real estate lending. Real estate lending is generally considered to be collateral based lending with loan amounts based on predetermined loan to collateral values and liquidation of the underlying real estate collateral being viewed as the primary source of repayment in the event of borrower default. Our commercial loans are primarily made based on the cash flows of the borrowers and secondarily on any underlying collateral provided by the borrowers. A borrower’s cash flows may be unpredictable, and collateral securing those loans may fluctuate in value. Although commercial loans are often collateralized by equipment, inventory, accounts receivable, or other business assets, the liquidation of collateral in the event of default is often an insufficient source of repayment because accounts receivable may be uncollectible and inventories may be obsolete or of limited use, among other things.

 

Nonperforming assets adversely affect our results of operations and financial condition, and can take significant time to resolve. Our nonperforming loans may return to elevated levels, which would negatively impact earnings and could have a substantial adverse impact if conditions deteriorate. We do not record interest income on non-accrual loans, thereby adversely affecting income levels. Furthermore, when we receive collateral through foreclosures and similar proceedings, we are required to record the collateral at its fair market value less estimated selling costs, which may result in write-downs or losses. Additionally, our non-interest expense has been inflated in prior years due to the costs of reappraising adversely classified assets, write-downs on foreclosed assets incidental to declining property values, operating costs related to foreclosed assets, legal and other costs associated with loan collections, and various other expenses that would not typically be incurred in a more normal operating environment. A relatively high level of nonperforming assets also increases our risk profile and may impact the capital levels our regulators believe is appropriate in light of such risks. We utilize various techniques such as loan sales, workouts and restructurings to manage our problem assets. Deterioration in the value of these problem assets, the underlying collateral, or in the borrowers’ performance or financial condition, could adversely affect our business, results of operations and financial condition. In addition, the resolution of nonperforming assets requires a significant commitment of time from management and staff, which can be detrimental to their performance of other responsibilities. There can be no assurance that we will avoid further increases in nonperforming loans in the future.

 

We may experience loan and lease losses in excess of our allowance for such losses. We endeavor to limit the risk that borrowers might fail to repay; nevertheless, losses can and do occur. We have established an allowance for estimated loan and lease losses in our accounting records based on:

 

·historical experience with our loans;
·evaluation of economic conditions;
·regular reviews of the quality, mix and size of the overall loan portfolio;
·a detailed cash flow analysis for nonperforming loans;
·regular reviews of delinquencies; and
·the quality of the collateral underlying our loans.

 

We maintain our allowance for loan and lease losses at a level that we believe is adequate to absorb specifically identified probable losses as well as any other losses inherent in our loan portfolio at a given date. While we strive to carefully monitor credit quality and to identify loans that may become nonperforming, at any given time there are loans in the portfolio that could result in losses but have not been identified as nonperforming or potential problem loans. We cannot be sure that we will identify deteriorating loans before they become nonperforming assets, or that we will be able to limit losses on those loans that have been so identified. Changes in economic, operating and other conditions which are beyond our control, including interest rate fluctuations, deteriorating values in underlying collateral, and changes in the financial condition of borrowers, may lead to an increase in our estimate of probable losses or cause actual loan losses to exceed our current allowance. In addition, the FDIC and the DBO, as part of their supervisory functions, periodically review our allowance for loan and lease losses. Such agencies may require us to increase our provision for loan and lease losses or to recognize further losses based on their judgment, which may be different from that of our management. Any such increase in the allowance required by regulators could also hurt our business.

 

Our use of appraisals in deciding whether to make a loan on or secured by real property does not ensure the value of the collateral. In considering whether to make a loan secured by real property, we generally require an appraisal of the property. However, an appraisal is only an estimate of the value of the property at the time the appraisal is made, and an error in fact or judgment could adversely affect the reliability of an appraisal. In addition, events occurring after the initial appraisal may cause the value of the real estate to decrease. As a result of any of these factors the value of collateral backing a loan may be less than supposed, and if a default occurs we may not recover the entire outstanding balance of the loan.

 

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Our expenses could increase as a result of increases in FDIC insurance premiums or other regulatory assessments. The FDIC, absent extraordinary circumstances, must establish and implement a plan to restore the deposit insurance reserve ratio to 1.35% of estimated insured deposits or the comparable percentage of the assessment base at any time the reserve ratio falls below that level. Bank failures during and after the recent recession depleted the deposit insurance fund balance, which was in a negative position from the end of 2009 through the first quarter of 2011. The balance had increased to $70.1 billion with a resulting reserve ratio of 1.09% as of September 30, 2015. The FDIC currently has until September 30, 2020 to bring the reserve ratio back to the statutory minimum. As noted above under “Regulation and Supervision – Deposit Insurance”, the FDIC has implemented a restoration plan that adopted a new assessment base and established new assessment rates starting with the second quarter of 2011. The FDIC also imposed a special assessment in 2009, and required the prepayment of three years of estimated FDIC insurance premiums at the end of 2009. It is generally expected that assessment rates will remain relatively high in the near term due to the significant cost of bank failures in recent years. Any further premium increases or special assessments could have a material adverse effect on our financial condition and results of operations.

 

We may not be able to continue to attract and retain banking customers, and our efforts to compete may reduce our profitability. The banking business in our current and intended future market areas is highly competitive with respect to virtually all products and services, which may limit our ability to attract and retain banking customers. In California generally, and in our service areas specifically, branches of major banks dominate the commercial banking industry. Such banks have substantially greater lending limits than we have, offer certain services we cannot offer directly, and often operate with economies of scale that result in relatively low operating costs. We also compete with numerous financial and quasi-financial institutions for deposits and loans, including providers of financial services over the internet. Recent advances in technology and other changes have allowed parties to effectuate financial transactions that previously required the involvement of banks. For example, consumers can maintain funds in brokerage accounts or mutual funds that would have historically been held as bank deposits. Consumers can also complete transactions such as paying bills and transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the income generated by those deposits. The loss of these revenue streams and access to lower cost deposits as a source of funds could have a material adverse effect on our financial condition and results of operations.

 

Furthermore, with the large number of bank failures in the past decade, customers have become more concerned about the extent to which their deposits are insured by the FDIC. Customers may withdraw deposits in an effort to ensure that the amount they have on deposit with their bank is fully insured. Decreases in deposits may adversely affect our funding costs and net income. Ultimately, competition can and does increase our cost of funds, reduce loan yields and drive down our net interest margin, thereby reducing profitability. It can also make it more difficult for us to continue to increase the size of our loan portfolio and deposit base, and could cause us to rely more heavily on wholesale borrowings which are generally more expensive than retail deposits.

 

If we are not able to successfully keep pace with technological changes affecting the industry, our business could be hurt. The financial services industry is constantly undergoing technological change, with the frequent introduction of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better service clients and reduce costs. Our future success depends, in part, upon our ability to respond to the needs of our clients by using technology to provide desired products and services and create additional operating efficiencies. Some of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our clients. Failure to successfully keep pace with technological change in the financial services industry could have a material adverse impact on our business and, in turn, on our financial condition and results of operations.

 

Unauthorized disclosure of sensitive or confidential customer information, whether through a cyber-attack, other breach of our computer systems or any other means, could severely harm our business. In the normal course of business we collect, process and retain sensitive and confidential customer information. Despite the security measures we have in place, our facilities and systems may be vulnerable to cyber-attacks, security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or other similar events.

 

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In recent periods there has been a rise in fraudulent electronic activity, security breaches, and cyber-attacks within the financial services industry, especially in the banking sector. Some financial institutions have reported breaches of their websites and systems which have involved sophisticated and targeted attacks intended to misappropriate sensitive or confidential information, destroy or corrupt data, disable or degrade service, disrupt operations or sabotage systems. These breaches can remain undetected for an extended period of time. Furthermore, our customers and employees have been, and will continue to be, targeted by parties using fraudulent e-mails and other communications that may appear to be legitimate messages sent by the Bank, in attempts to misappropriate passwords, card numbers, bank account information or other personal information or to introduce viruses or malware to personal computers through so-called “Trojan horse” programs. Information security risks for financial institutions have increased in part because of new technologies, mobile services and other Internet or web-based products used to conduct financial and other business transactions, and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others. The secure maintenance and transmission of confidential information, as well as the secure and reliable execution of transactions over our systems, are essential to protect us and our customers and to maintain our customers’ confidence. Despite our efforts to identify, contain and mitigate these threats through detection and response mechanisms, product improvement, the use of encryption and authentication technology, and customer and employee education, such attempted fraudulent activities directed against us, our customers, and third party service providers remain a serious issue. The pervasiveness of cyber security incidents in general and the risks of cyber-crime are complex and continue to evolve.

 

We also face risks related to cyber-attacks and other security breaches in connection with debit card transactions that typically involve the transmission of sensitive information regarding our customers through various third parties. Some of these parties have in the past been the target of security breaches and cyber-attacks, and because the transactions involve third parties and environments that we do not control or secure, future security breaches or cyber-attacks affecting any of these third parties could impact us through no fault of our own, and in some cases we may have exposure and suffer losses for breaches or attacks relating to them. We also rely on third party service providers to conduct certain other aspects of our business operations, and face similar risks relating to them. While we regularly conduct security assessments on these third parties, we cannot be sure that their information security protocols are sufficient to withstand a cyber-attack or security breach.

 

Any cyber-attack or other security breach involving the misappropriation or loss of Company assets or those of its customers, or unauthorized disclosure of confidential customer information, could severely damage our reputation, erode confidence in the security of our systems, products and services, expose us to the risk of litigation and liability, disrupt our operations, and have a material adverse effect on our business.

 

If our information systems were to experience a system failure, our business and reputation could suffer. We rely heavily on communications and information systems to conduct our business. The computer systems and network infrastructure we use could be vulnerable to unforeseen problems. Our operations are dependent upon our ability to minimize service disruptions by protecting our computer equipment, systems, and network infrastructure from physical damage due to fire, power loss, telecommunications failure or a similar catastrophic event. We have protective measures in place to prevent or limit the effect of the failure or interruption of our information systems, and will continue to upgrade our security technology and update procedures to help prevent such events. However, if such failures or interruptions were to occur, they could result in damage to our reputation, a loss of customers, increased regulatory scrutiny, or possible exposure to financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

 

We are subject to a variety of operational risks, including reputational risk, legal risk, compliance risk, the risk of fraud or theft by employees or outsiders, and the risk of clerical or record-keeping errors, which may adversely affect our business and results of operations. If personal, non-public, confidential or proprietary customer information in our possession were to be mishandled or misused, we could suffer significant regulatory consequences, reputational damage and financial loss. This could occur, for example, if information was erroneously provided to parties who are not permitted to have the information, either by fault of our systems, employees, or counterparties, or where such information is intercepted or otherwise inappropriately taken by third parties.

 

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Because the nature of the financial services business involves a high volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully remediated. Our necessary dependence upon automated systems to record and process transactions and our large transaction volume may further increase the risk that technical flaws or employee tampering or manipulation of those systems could result in losses that are difficult to detect. We also may be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control (for example, computer viruses or electrical or telecommunications outages, or natural disasters, disease pandemics or other damage to property or physical assets) which may give rise to disruption of service to customers and to financial loss or liability. We are further exposed to the risk that our external vendors may be unable to fulfill their contractual obligations (or will be subject to the same risk of fraud or operational errors by their employees) and to the risk that our (or our vendors’) business continuity and data security systems might prove to be inadequate. The occurrence of any of these risks could result in a diminished ability to operate our business (for example, by requiring us to expend significant resources to correct the defect), as well as potential liability to clients, reputational damage and regulatory intervention, which could adversely affect our business, financial condition and results of operations, perhaps materially.

 

Previously enacted and potential future financial regulatory reforms could have a significant impact on our business, financial condition and results of operations. The Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted in July 2010. Dodd-Frank is having a broad impact on the financial services industry, including significant regulatory and compliance changes. Many of the requirements called for in Dodd-Frank will be implemented over time, and most will be facilitated by the enactment of regulations over the course of several years. Given the uncertainty associated with the manner in which the provisions of Dodd-Frank will be implemented, the full extent to which they will impact our operations is unclear. The changes resulting from Dodd-Frank may impact the profitability of business activities, require changes to certain business practices, impose more stringent capital, liquidity and leverage requirements or otherwise adversely affect our business. In particular, the potential impact of Dodd-Frank on our operations and activities, both currently and prospectively, include, among others:

 

·an increase in our cost of operations due to greater regulatory oversight, supervision and examination of banks and bank holding companies, and higher deposit insurance premiums;
·the limitation of our ability to expand consumer product and service offerings due to more stringent consumer protection laws and regulations;
·a material negative impact on our cost of funds when deposit rates increase, since financial institutions can now pay interest on business checking accounts;
·a potential reduction in fee income, due to limits on interchange fees applicable to larger institutions which could ultimately lead to a competitive-driven reduction in the fees we receive; and
·a potential increase in competition due to the elimination of remaining barriers to de novo interstate branching.

 

Further, we may be required to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements under the Dodd-Frank Act, which may negatively impact results of operations and financial condition. We cannot predict whether there will be additional laws or reforms that would affect the U.S. financial system or financial institutions, when such changes may be adopted, how such changes may be interpreted and enforced or how such changes may affect us. However, the costs of complying with any additional laws or regulations could have a material adverse effect on our financial condition and results of operations.

 

We may be adversely affected by the financial stability of other financial institutions. Our ability to engage in routine funding transactions could be adversely affected by the actions and liquidity of other financial institutions. Financial institutions are often interconnected as a result of trading, clearing, counterparty, or other business relationships. We have exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks, and other institutional clients. Many of these transactions expose us to credit risk in the event of a default by a counterparty or client. Even if the transactions are collateralized, credit risk could exist if the collateral held by us cannot be liquidated at prices sufficient to recover the full amount of the credit or derivative exposure due to us. Any such losses could adversely affect our business, financial condition or results of operations.

 

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Changes in interest rates could adversely affect our profitability, business and prospects. Net interest income, and therefore earnings, can be adversely affected by differences or changes in the interest rates on, or the re-pricing frequency of, our financial instruments. In addition, fluctuations in interest rates can affect the demand of customers for products and services, and an increase in the general level of interest rates may adversely affect the ability of certain borrowers to make variable-rate loan payments. Accordingly, changes in market interest rates could have a material adverse effect on the Company’s asset quality, loan origination volume, financial condition, results of operations, and cash flows. This interest rate risk can arise from Federal Reserve Board monetary policies, as well as other economic, regulatory and competitive factors that are beyond our control.

 

We depend on our executive officers and key personnel to implement our business strategy, and could be harmed by the loss of their services. We believe that our continued growth and success depends in large part upon the skills of our management team and other key personnel. The competition for qualified personnel in the financial services industry is intense, and the loss of key personnel or an inability to attract, retain or motivate key personnel could adversely affect our business. If we are not able to retain our existing key personnel or attract additional qualified personnel, our business operations would be hurt. None of our executive officers have employment agreements.

 

The value of the securities in our investment portfolio may be negatively affected by disruptions in securities markets. The market for some of the investment securities held in our portfolio has experienced volatility and disruption in recent years. Market conditions may have a detrimental effect on the value of our securities, such as reduced valuations because of the heightened credit risks or illiquid markets, or the perception of such. There can be no assurance that any declines in market value associated with these disruptions will not result in other-than-temporary impairments of these investments, which would lead to accounting charges that could have a material adverse effect on our results of operations and capital levels.

 

We are exposed to the risk of environmental liabilities with respect to properties to which we obtain title. Approximately 69% of our loan portfolio at December 31, 2015 consisted of real estate loans. In the normal course of business we may foreclose and take title to real estate collateral, and could be subject to environmental liabilities with respect to those properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or may be required to investigate or clean up hazardous or toxic substances, or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. These costs and claims could adversely affect our business and prospects.

 

Risks Related to our Common Stock

 

You may not be able to sell your shares at the times and in the amounts you want if the price of our stock fluctuates significantly or the trading market for our stock is not active. The trading price of our common stock could be impacted by a number of factors, many of which are outside our control. Although our stock has been listed on NASDAQ for many years, trading in our stock does not consistently occur in high volumes and the market for our stock cannot always be characterized as active. Thin trading in our stock may exaggerate fluctuations in the stock’s value, leading to price volatility in excess of that which would occur in a more active trading market. In addition, the stock market in general is subject to fluctuations that affect the share prices and trading volumes of many companies, and these broad market fluctuations could adversely affect the market price of our common stock. Factors that could affect our common stock price in the future include but are not necessarily limited to the following:

 

·actual or anticipated fluctuations in our operating results and financial condition;
·changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts;
·failure to meet analysts’ revenue or earnings estimates;
·speculation in the press or investment community;
·strategic actions by us or our competitors, such as acquisitions or restructurings;
·actions by shareholders;
·sales of our equity or equity-related securities, or the perception that such sales may occur;

 

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·fluctuations in the trading volume of our common stock;
·fluctuations in the stock prices, trading volumes, and operating results of our competitors;
·general market conditions and, in particular, market conditions for the financial services industry;
·proposed or adopted regulatory changes or developments;
·regulatory action against us;
·anticipated or pending investigations, proceedings, or litigation that involve or affect us; and
·domestic and international economic factors unrelated to our performance.

 

The stock market and, in particular, the market for financial institution stocks, has experienced significant volatility in the past, including in recent years. As a result, the market price of our common stock has at times been volatile, and could be in the future, as well. The capital and credit markets have also experienced volatility and disruption over the past several years, at times reaching unprecedented levels. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to the issuers’ underlying financial strength.

 

We may pursue additional capital in the future, which may not be available on acceptable terms or at all, could dilute the holders of our outstanding common stock, and may adversely affect the market price of our common stock. Our ability to raise additional capital, if needed, will depend on, among other things, conditions in the capital markets at the time, which are outside of our control, and our financial performance. Furthermore, any capital raising activity could dilute the holders of our outstanding common stock, and may adversely affect the market price of our common stock and our performance measures such as return on equity and earnings per share.

 

The Company relies heavily on the payment of dividends from the Bank. Other than $2.2 million in cash available at the holding company level at December 31, 2015, the Company’s ability to meet debt service requirements and to pay dividends depends on the Bank’s ability to pay dividends to the Company, as the Company has no other source of significant income. However, the Bank is subject to regulations limiting the amount of dividends it may pay. For example, the payment of dividends by the Bank is affected by the requirement to maintain adequate capital pursuant to the capital adequacy guidelines issued by the Federal Deposit Insurance Corporation. If (i) any capital ratio requirements are increased; (ii) the total risk-weighted assets of the Bank increase significantly; and/or (iii) the Bank’s income declines significantly, the Bank’s Board of Directors may decide or be required to retain a greater portion of the Bank’s earnings to achieve and maintain the required capital or asset ratios. This would reduce the amount of funds available for the payment of dividends by the Bank to the Company. Further, one or more of the Bank’s regulators could prohibit the Bank from paying dividends if, in their view, such payments would constitute unsafe or unsound banking practices. The Bank’s ability to pay dividends to the Company is also limited by the California Financial Code. Whether dividends are paid, and the frequency and amount of such dividends will also depend on the financial condition and performance of the Bank and the decision of the Bank’s Board of Directors. Information concerning the Company’s dividend policy and historical dividend practices is set forth in Item 5 below under “Dividends.” However, no assurance can be given that our future performance will justify the payment of dividends in any particular year.

 

Your investment may be diluted because of our ability to offer stock to others, and from the exercise of stock options. The shares of our common stock do not have preemptive rights. This means that you may not be entitled to buy additional shares if shares are offered to others in the future. We are authorized to issue up to 24,000,000 shares of common stock, and as of December 31, 2015 we had 13,254,088 shares of common stock outstanding. Except for certain limitations imposed by NASDAQ, nothing restricts our ability to offer additional shares of stock for fair value to others in the future. Any issuances of common stock would dilute our shareholders’ ownership interests and may dilute the per share book value of our common stock. In addition, when our directors and officers exercise in-the-money stock options your ownership in the Company is diluted. As of December 31, 2015, there were outstanding options to purchase an aggregate of 499,600 shares of our common stock with an average exercise price of $14.83 per share. At the same date there were an additional 808,980 shares available to grant under our 2007 Stock Incentive Plan.

 

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Shares of our preferred stock issued in the future could have dilutive and other effects on our common stock. Our Articles of Incorporation authorize us to issue 10,000,000 shares of preferred stock, none of which is presently outstanding. Although our Board of Directors has no present intent to authorize the issuance of shares of preferred stock, such shares could be authorized in the future. If such shares of preferred stock are made convertible into shares of common stock, there could be a dilutive effect on the shares of common stock then outstanding. In addition, shares of preferred stock may be provided a preference over holders of common stock upon our liquidation or with respect to the payment of dividends, in respect of voting rights or in the redemption of our common stock. The rights, preferences, privileges and restrictions applicable to any series or preferred stock would be determined by resolution of our Board of Directors.

 

The holders of our debentures have rights that are senior to those of our shareholders. In 2004 we issued $15,464,000 of junior subordinated debt securities due March 17, 2034, and in 2006 we issued an additional $15,464,000 of junior subordinated debt securities due September 23, 2036 in order to supplement regulatory capital. These junior subordinated debt securities are senior to the shares of our common stock. As a result, we must make interest payments on the debentures before any dividends can be paid on our common stock, and in the event of our bankruptcy, dissolution or liquidation, the holders of debt securities must be paid in full before any distributions may be made to the holders of our common stock. In addition, we have the right to defer interest payments on the junior subordinated debt securities for up to five years, during which time no dividends may be paid to holders of our common stock. In the event that the Bank is unable to pay dividends to us, we may be unable to pay the amounts due to the holders of the junior subordinated debt securities and thus would be unable to declare and pay any dividends on our common stock.

 

Provisions in our articles of incorporation could delay or prevent changes in control of our corporation or our management. Our articles of incorporation contain provisions for staggered terms of office for members of the board of directors; no cumulative voting in the election of directors; and the requirement that our board of directors consider the potential social and economic effects on our employees, depositors, customers and the communities we serve as well as certain other factors, when evaluating a possible tender offer, merger or other acquisition of the Company. These provisions make it more difficult for another company to acquire us, which could cause our shareholders to lose an opportunity to be paid a premium for their shares in an acquisition transaction and reduce the current and future market price of our common stock.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

Item 2. Properties

 

The Company’s administrative headquarters is in a 37,000 square foot, three-story office building located at 86 North Main Street, Porterville, California, and our main office consists of a one-story brick building located at 90 N. Main Street, Porterville, California, adjacent to our administrative headquarters. Both of those buildings are situated on unencumbered property owned by the Company. The Company also owns unencumbered property on which 15 of our other offices are located, namely the following branches: Porterville West Olive, Bakersfield Ming, California City, Dinuba, Exeter, Farmersville, Fresno Shaw, Hanford, Lindsay, Santa Paula, Tehachapi Downtown, Tehachapi Old Town, Three Rivers, Tulare, and Visalia Mooney. The remaining branches as well as our loan production office, technology center, and six remote ATM locations are leased from unrelated parties. While limited branch expansion is planned, management believes that existing back-office facilities are adequate to accommodate the Company’s operations for the immediately foreseeable future.

 

Item 3. Legal Proceedings

 

From time to time the Company is a party to claims and legal proceedings arising in the ordinary course of business. After taking into consideration information furnished by counsel to the Company as to the current status of these claims or proceedings to which the Company is a party, management is of the opinion that the ultimate aggregate liability represented thereby, if any, will not have a material adverse effect on the financial condition of the Company.

 

ITEM 4. RESERVED

 

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PART II

 

Item 5. Market for REGISTRANT’S Common Equity, Related Shareholder Matters AND ISSUER PURCHASES OF EQUITY SECURITIES

 

(a) Market Information

 

Sierra Bancorp’s Common Stock trades on the NASDAQ Global Select Market under the symbol BSRR, and the CUSIP number for our stock is #82620P102. Trading in the Company’s Common Stock has not consistently occurred in high volumes, and such trading activity cannot always be characterized as constituting an active trading market.

 

The following table summarizes trades of the Company’s Common Stock, setting forth the approximate high and low sales prices and volume of trading for the periods indicated, based upon information available via public sources:

 

   Sale Price of the Company’s   Approximate 
Calendar  Common Stock (per share)   Trading Volume 
Quarter Ended  High   Low   In Shares 
March 31, 2014  $17.00   $14.86    1,853,833 
June 30, 2014  $16.25   $14.68    1,830,309 
September 30, 2014  $17.95   $14.66    1,423,854 
December 31, 2014  $18.00   $15.53    1,303,554 
March 31, 2015  $17.64   $15.16    771,709 
June 30, 2015  $17.42   $16.03    1,699,567 
September 30, 2015  $18.14   $15.80    1,205,760 
December 31, 2015  $19.13   $15.50    1,137,602 

 

(b) Holders

 

As of January 31, 2016 there were an estimated 4,522 shareholders of the Company’s Common Stock. There were 493 registered holders of record on that date, and per Broadridge, an investor communication company, there were also 4,029 beneficial holders with shares held under a street name, including “objecting beneficial owners” whose names and addresses are unavailable.

 

(c) Dividends

 

The Company paid cash dividends totaling $5.7 million, or $0.42 per share in 2015 and $4.8 million, or $0.34 per share in 2014, which represents 31% of annual net earnings for both 2015 and 2014. The Company’s general dividend policy is to pay cash dividends within the range of typical peer payout ratios, provided that such payments do not adversely affect the Company’s financial condition and are not overly restrictive to its growth capacity. However, in the past when many of our peers elected to suspend dividend payments, the Company’s Board determined that we should continue to pay a certain level of dividend as long as our core operating performance was adequate and policy or regulatory restrictions did not preclude such payments, without regard to peer payout ratios. While we have paid a consistent level of quarterly dividends in the past few years, no assurance can be given that our financial performance in any given year will justify the continued payment of a certain level of cash dividend, or any cash dividend at all.

 

As a bank holding company that currently has no significant assets other than its equity interest in the Bank, the Company’s ability to declare dividends depends upon cash on hand as supplemented by dividends from the Bank. The Bank’s dividend practices in turn depend upon the Bank’s earnings, financial position, regulatory standing, the ability to meet current and anticipated regulatory capital requirements, and other factors deemed relevant by the Bank’s Board of Directors. The authority of the Bank’s Board of Directors to declare cash dividends is also subject to statutory restrictions. Under California banking law, the Bank may declare dividends in an amount not exceeding the lesser of its retained earnings or its net income for the last three years (reduced by dividends paid during such period) or, with the prior approval of the California Commissioner of Business Oversight, in an amount not exceeding the greatest of (i) the retained earnings of the Bank, (ii) the net income of the Bank for its last fiscal year, or (iii) the net income of the Bank for its current fiscal year.

 

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The Company’s ability to pay dividends is also limited by state law. California law allows a California corporation to pay dividends if the company’s retained earnings equal at least the amount of the proposed dividend. If a California corporation does not have sufficient retained earnings available for the proposed dividend, it may still pay a dividend to its shareholders if immediately after the dividend the sum of the company’s assets (exclusive of goodwill and deferred charges) would be at least equal to 125% of its liabilities (not including deferred taxes, deferred income and other deferred liabilities) and the current assets of the company would be at least equal to its current liabilities, or, if the average of its earnings before income taxes and before interest expense for the two preceding fiscal years was less than the average of its interest expense for the two preceding fiscal years, at least equal to 125% of its current liabilities. In addition, during any period in which the Company has deferred payment of interest otherwise due and payable on its subordinated debt securities, it may not pay any dividends or make any distributions with respect to its capital stock (see “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Capital Resources”).

 

(d) Securities Authorized for Issuance under Equity Compensation Plans

 

The following table provides information as of December 31, 2015 with respect to options outstanding and available under our 2007 Stock Incentive Plan and the terminated 1998 Stock Option Plan, which are our only equity compensation plans other than an employee benefit plan meeting the qualification requirements of Section 401(a) of the Internal Revenue Code:

 

Plan Category  Number of Securities
to be Issued Upon Exercise
of Outstanding Options
   Weighted-Average
Exercise Price of
Outstanding Options
   Number of Securities
Remaining Available
for Future Issuance
 
Equity compensation plans approved by security holders   499,600   $14.83    808,980 

 

(e) Performance Graph

 

Below is a five-year performance graph comparing the cumulative total return on the Company’s common stock to the cumulative total returns of the NASDAQ Composite Index (a broad equity market index), the SNL Bank Index, and the SNL $1 billion to $5 billion Bank Index (the latter two qualifying as peer bank indices), assuming a $100 investment on December 31, 2010 and the reinvestment of dividends.

 

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   Period Ending 
Index  12/31/10   12/31/11   12/31/12   12/31/13   12/31/14   12/31/15 
Sierra Bancorp   100.00    83.86    111.58    159.85    178.12    183.69 
NASDAQ Composite   100.00    99.21    116.82    163.75    188.03    201.40 
SNL Bank $1B-$5B   100.00    91.20    112.45    163.52    170.98    191.39 
SNL Bank   100.00    77.44    104.51    143.49    160.40    163.14 

 

Source: SNL Financial LC, Charlottesville, VA

 

(f) Stock Repurchases

 

Subsequent to completion of a stock buyback plan whereby 700,000 shares were repurchased from March 2014 through April 2015, the Company’s Board announced authorization of an additional 500,000 shares for repurchase. Repurchase activity under that allotment commenced after a new trading plan was established and the Company’s insider trading window opened in the latter part of April. The authorization of shares for repurchase does not provide assurance that a specific quantity of shares will be repurchased, and in fact there were no shares repurchased during the fourth quarter of 2015 due to the likelihood of the acquisition that was announced in January 2016. The repurchase program might be reactivated subsequent to completion of the acquisition and a more precise assessment of the acquisition’s impact on capital, but again no assurance can be provided in that regard. A total of 104,319 shares remained authorized and available for repurchase as of December 31, 2015.

 

While in general the Company has ultimate discretion with regard to potential share repurchases based upon market conditions and any other relevant considerations, all of the Company’s repurchases of its common stock during 2015 were executed pursuant to plans established by the Company in accordance with SEC Rule 10b5-1. A 10b5-1 plan enables us to continue to repurchase stock during the trading blackout for insiders unless the plan is cancelled, but it also imposes volume restrictions and limits our ability to change pricing and other parameters outlined the plan.

 

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Item 6. Selected Financial Data

 

The following table presents selected historical financial information concerning the Company, which should be read in conjunction with our audited consolidated financial statements, including the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere herein. The selected financial data as of December 31, 2015 and 2014, and for each of the years in the three year period ended December 31, 2015, is derived from our audited consolidated financial statements and related notes which are included in this Annual Report. The selected financial data presented for earlier years is derived from our audited financial statements which are not included in this Annual Report. Throughout this Annual Report, information is for the consolidated Company unless otherwise stated.

 

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Selected Financial Data

(dollars in thousands, except per share data)

 

   As of and for the years ended December 31, 
Income Statement Summary  2015   2014   2013   2012   2011 
Interest income  $62,707   $55,121   $51,785   $54,902   $58,614 
Interest expense   2,581    2,796    3,221    4,321    5,657 
Net interest income before provision for loan losses   60,126    52,325    48,564    50,581    52,957 
Provision for loan losses   -    350    4,350    14,210    12,000 
Non-interest income   17,715    15,831    17,063    18,126    14,992 
Non-interest expense   50,703    46,375    44,815    46,656    47,605 
Income before provision for income taxes   27,138    21,431    16,462    7,841    8,344 
Provision (benefit) for income taxes   9,071    6,191    3,093    (344)   564 
Net Income   18,067    15,240    13,369    8,185    7,780 
                          
Balance Sheet Summary                         
Total loans, net   1,124,602    961,056    793,087    867,078    740,929 
Allowance for loan losses   (10,423)   (11,248)   (11,677)   (13,873)   (17,283)
Securities available for sale   507,582    511,883    425,044    380,188    406,471 
Cash and due from banks   48,623    50,095    78,006    61,818    63,036 
Foreclosed Assets   3,193    3,991    8,185    19,754    15,364 
Premises and equipment, net   21,990    21,853    20,393    21,830    20,721 
Total Interest-Earning assets   1,634,180    1,474,629    1,244,795    1,279,932    1,185,647 
Total Assets   1,796,537    1,637,320    1,410,249    1,437,903    1,335,405 
Total Interest-Bearing liabilities   1,150,010    1,038,177    845,084    926,362    883,236 
Total Deposits   1,464,628    1,366,695    1,174,179    1,174,034    1,086,268 
Total Liabilities   1,606,197    1,450,229    1,228,575    1,264,011    116,841 
Total Shareholders' Equity   190,340    187,091    181,674    173,892    168,564 
Per Share Data                         
Net Income Per Basic Share   1.34    1.09    0.94    0.58    0.55 
Net Income Per Diluted Share   1.33    1.08    0.94    0.58    0.55 
Book Value   14.36    13.67    12.78    12.33    11.95 
Cash Dividends   0.42    0.34    0.26    0.24    0.24 
Weighted Average Common Shares Outstanding Basic   13,460,605    14,001,958    14,155,927    14,103,805    14,036,667 
Weighted Average Common Shares Outstanding Diluted   13,585,110    14,136,486    14,290,150    14,120,313    14,085,201 
Key Operating Ratios:                         
Performance Ratios:                         
Return on Average Equity (1)   9.59%   8.18%   7.56%   4.74%   4.73%
Return on Average Assets (2)   1.07%   1.03%   0.96%   0.59%   0.59%
Net Interest Spread (tax-equivalent) (3)   3.92%   3.92%   3.90%   4.08%   4.41%
Net Interest Margin (tax-equivalent)   3.99%   4.01%   4.02%   4.22%   4.59%
Dividend Payout Ratio (4)   31.34%   31.33%   27.52%   41.35%   43.29%
Equity to Assets Ratio (5)   11.13%   12.58%   12.72%   12.51%   12.37%
Efficiency Ratio (tax-equivalent)   63.98%   66.39%   66.90%   66.39%   67.83%
Net Loans to Total Deposits at Period End   76.78%   70.32%   67.54%   73.85%   68.21%
Asset Quality Ratios:                         
Non-Performing Loans to Total Loans   0.85%   2.13%   4.66%   6.03%   7.41%
Non-Performing Assets to Total Loans and Other Real Estate Owned   1.13%   2.53%   5.62%   8.10%   9.25%
Net Charge-offs (recoveries) to Average Loans   0.08%   0.09%   0.81%   2.23%   2.06%
Allowance for Loan Losses to Net Loans at Period End   0.93%   1.17%   1.47%   1.60%   2.33%
Allowance for Loan Losses to Non-Performing Loans   108.19%   54.40%   31.21%   26.13%   30.80%
Regulatory Capital Ratios:                         
Common Equity Tier 1 Capital to Risk-weighted Assets   13.98%   N/A    N/A    N/A    N/A 
Tier 1 Capital to Adjusted Average Assets (Leverage Ratio)   12.14%   12.99%   14.37%   13.34%   14.11%
Tier 1 Capital to Risk-weighted Assets   16.17%   17.39%   20.39%   18.11%   20.46%
Total Capital to Risk-weighted Assets   17.01%   18.44%   21.67%   19.36%   21.72%

 

(1)Net income divided by average shareholders' equity.

(2)Net income divided by average total assets.

(3)Represents the average rate earned on interest-earning assets less the average rate paid on interest-bearing liabilities.

(4)Total dividends paid divided by net income.

(5)Average equity divided by average total assets.

 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This discussion presents Management’s analysis of the Company’s financial condition as of December 31, 2015 and 2014, and the results of operations for each of the years in the three-year period ended December 31, 2015. The discussion should be read in conjunction with the Company’s consolidated financial statements and the notes related thereto presented elsewhere in this Form 10-K Annual Report (see Item 8 below).

 

Statements contained in this report or incorporated by reference that are not purely historical are forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 as amended, including the Company’s expectations, intentions, beliefs, or strategies regarding the future. All forward-looking statements concerning economic conditions, growth rates, income, expenses, or other values which are included in this document are based on information available to the Company on the date noted, and the Company assumes no obligation to update any such forward-looking statements. It is important to note that the Company’s actual results could materially differ from those in such forward-looking statements. Risk factors that could cause actual results to differ materially from those in forward-looking statements include but are not limited to those outlined previously in Item 1A.

 

Critical Accounting Policies

 

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States. The financial information and disclosures contained within those statements are significantly impacted by Management’s estimates and judgments, which are based on historical experience and incorporate various assumptions that are believed to be reasonable under current circumstances. Actual results may differ from those estimates under divergent conditions.

 

Critical accounting policies are those that involve the most complex and subjective decisions and assessments, and have the greatest potential impact on the Company’s stated results of operations. In Management’s opinion, the Company’s critical accounting policies deal with the following areas: the establishment of the allowance for loan and lease losses, as explained in detail in Note 2 to the consolidated financial statements and in the “Provision for Loan Losses” and “Allowance for Loan and Lease Losses” sections of this discussion and analysis; the valuation of impaired loans and foreclosed assets, as discussed in Note 2 to the consolidated financial statements; income taxes and deferred tax assets and liabilities, especially with regard to the ability of the Company to recover deferred tax assets as discussed in the “Provision for Income Taxes” and “Other Assets” sections of this discussion and analysis; and goodwill and other intangible assets, which are evaluated annually for impairment and for which we have determined that no impairment exists, as discussed in Note 2 to the consolidated financial statements and in the “Other Assets” section of this discussion and analysis. Critical accounting areas are evaluated on an ongoing basis to ensure that the Company’s financial statements incorporate the most recent expectations with regard to those areas.

 

Summary of Performance

 

The Company recognized net income of $18.067 million in 2015, relative to $15.240 million in 2014 and $13.369 million in 2013. Net income per diluted share was $1.33 in 2015, as compared to $1.08 in 2014 and $0.94 for 2013. The Company’s return on average assets and return on average equity were 1.07% and 9.59%, respectively, in 2015, as compared to 1.03% and 8.18%, respectively, in 2014, and 0.96% and 7.56%, respectively, for 2013. The Company’s financial performance improved in 2015, due in part to economic conditions that contributed to reductions in nonperforming assets, increased lending activity, and strong core deposit growth. Those trends were also evident in 2014 and 2013, but for several years prior to that our financial performance was materially impacted by adverse economic conditions. The following are some of the major factors impacting the Company’s results of operations for the years presented in the consolidated financial statements.

 

·Net interest income increased by 15% in 2015 and 8% in 2014, due primarily to growth in average interest-earning assets that was largely funded by low-cost non-maturity deposits, and non-recurring interest income. The growth in average earning assets in 2015 resulted from a combination of our acquisition of Santa Clara Valley Bank in the latter part of 2014, organic growth, and the purchase of residential mortgage loans in the first quarter of 2015. The positive impact of asset growth was partially offset by a two basis point drop in our net interest margin for 2015, resulting in part from relatively strong growth in lower-yielding mortgage warehouse loans and continued competitive pressures on loan yields. Net interest income has been favorably impacted by non-recurring interest income, which added $825,000 to interest income in 2015 relative to $505,000 in 2014.

 

 26 

 

 

·We were not required to record a loan loss provision in 2015, as opposed to provisions of $350,000 in 2014 and $4.350 million in 2013. During the recession and for several years thereafter, our loan loss provision was unusually high due to the establishment of specific reserves for impaired loans, the replenishment of reserves subsequent to loan charge-offs, and the buildup of general reserves for performing loans due to higher historical loss factors. The lower provisions in 2015 and 2014 were facilitated by a reduction of impaired loan balances, lower loan losses, and tighter underwriting standards for new and renewed loans.

 

·Non-interest income increased by $1.884 million, or 12%, in 2015 compared to 2014, but was down $1.232 million, or 7%, in 2014 relative to 2013. The largest favorable variance within this category in 2015 was in service charges on deposit accounts, which were up $1.124 million, or 14%, due primarily to fees earned from increased activity on commercial accounts and higher overdraft income. Other contributors to the 2015 increase include a non-recurring special dividend from the Federal Home Loan Bank, higher debit card interchange income, increases in other activity-based fees, and lower pass-through costs on our low-income housing tax credit investments. Favorable variances in 2015 were partially offset by a $380,000 drop in income on bank-owned life insurance (“BOLI”) associated with deferred compensation plans. The primary factors impacting the unfavorable variance in non-interest income in 2014 include a drop in overdraft income and certain other deposit fee income, lower income on BOLI associated with deferred compensation plans, and lower merchant fees.

 

·Operating expense increased by $4.328 million, or 9%, in 2015 over 2014, and was up by $1.560 million, or 3%, in 2014 relative to 2013. Almost half of the increase in 2015 was in salaries and benefits, which were up by $1.945 million, or 8%, for the year due in large part to recurring compensation costs associated with our acquisition that was completed in the latter part of 2014. Furthermore, the acquisition was a major contributor to increases in occupancy expense, data processing expense, telecommunications expense, and other operating costs. OREO expense was also up by $1.573 million in 2015 due in large part to substantial gains realized on the sale of OREO in 2014, and sundry and teller costs increased by $349,000 due to an increase in fraudulent debit card activity. The largest single favorable variance within other non-interest expense in 2015 over 2014 was a reduction of $1.969 million in non-recurring acquisition costs. Direct costs incurred or accrued in conjunction with our acquisition of SCVB totaled $2.070 million in 2014, which led to an unfavorable variance in non-interest expense in 2014 over 2013 along with higher personnel costs, ongoing and non-recurring costs associated with our core system conversion, and costs associated with our rebranding project. Those increases were partially offset by the aforementioned gains on the sale of OREO in 2014.

 

·The Company had tax provisions of $9.071 million, or 33% of pre-tax income in 2015; $6.191 million, or 29% of pre-tax income in 2014; and $3.093 million, or 19% of pre-tax income in 2013. The tax provisioning rate has been increasing due to higher taxable income and a declining level of available tax credits, including those generated by our investments in low-income housing tax credit funds as well as certain hiring tax credits.

 

The Company’s assets totaled $1.797 billion at December 31, 2015, relative to total assets of $1.637 billion at December 31, 2014. Total liabilities were $1.606 billion at the end of 2015 compared to $1.450 billion at the end of 2014, and shareholders’ equity totaled $190 million at December 31, 2015 relative to $187 million at December 31, 2014. The following is a summary of key balance sheet changes during 2015.

 

·Total assets increased by $159 million, or 10%. The increase resulted from growth in performing loans that was partially offset by a reduction in nonperforming assets, and lower cash and investment balances.

 

·Gross loans and leases were up $162 million, or 17%, for the year in 2015. Loan growth was favorably impacted by a $74 million upsurge in balances outstanding on mortgage warehouse lines from increased line utilization, the first quarter purchase of $28 million in residential mortgage loans, and strong organic growth in other non-farm real estate loans and agricultural production loans.

 

·Nonperforming assets ended 2015 at $13 million, representing a reduction of $12 million, or 48%, for the year. The net decline during 2015 is comprised of an $11 million reduction in loans on non-accrual status and a $1 million reduction in foreclosed assets. The Company’s ratio of nonperforming assets to loans plus foreclosed assets fell to 1.13% at December 31, 2015, from 2.53% at December 31, 2014.

 

 27 

 

 

·Our allowance for loan and lease losses totaled $10.4 million as of December 31, 2015, a decline of $825,000, or 7%, relative to year-end 2014. The drop during 2015 was due to the charge-off of certain impaired loan balances against previously-established reserves, partially offset by higher general reserves on performing loans resulting from loan growth. The allowance fell to 0.92% of total loans at December 31, 2015 from 1.16% of total loans at December 31, 2014, due to loan growth in portfolio segments with low historical loss rates and credit quality improvement in the remainder of the loan portfolio.

 

·Deposits reflect an increase of $98 million, or 7%, during 2015 due primarily to organic growth in core non-maturity deposits. Combined transaction account balances were up $87 million, or 11%, and savings deposits increased $25 million, or 15%, while money market deposits dropped $16 million, or 14%, and time deposits experienced minimal overall change.

 

·Total capital increased by $3 million, or 2%, to $190 million at December 31, 2015. The increase in capital was relatively small in 2015, since the addition of net income to retained earnings and the impact of stock options exercised during the year were largely offset by the Company’s repurchase of shares, the payment of cash dividends, and a drop in accumulated other comprehensive income. While still robust, risk-based capital ratios declined in 2015 as capital was leveraged during the year to grow risk-adjusted assets. At December 31, 2015, the consolidated Company’s Common Equity Tier One Capital Ratio was 13.98%, its Tier One Risk-Based Capital Ratio was 16.17%, Total Risk-Based Capital Ratio was 17.01%, and Tier One Leverage Ratio was 12.14%.

 

Results of Operations

 

Net income was $18.067 million in 2015, an increase of $2.827 million, or 19%, relative to 2014. The Company earns income from two primary sources. The first is net interest income, which is interest income generated by earning assets less interest expense on deposits and other borrowed money. The second is non-interest income, which primarily consists of customer service charges and fees but also comes from non-customer sources such as bank-owned life insurance. The majority of the Company’s non-interest expense is comprised of operating costs that facilitate offering a full range of banking services to our customers.

 

Net Interest Income and Net Interest Margin

 

Net interest income was $60.126 million in 2015, compared to $52.325 million in 2014 and $48.564 million in 2013. This equates to increases of 15% in 2015 and 8% in 2014. The level of net interest income we recognize in any given period depends on a combination of factors including the average volume and yield for interest-earning assets, the average volume and cost of interest-bearing liabilities, and the mix of products which comprise the Company’s earning assets, deposits, and other interest-bearing liabilities. Net interest income is also impacted by the reversal of interest for loans placed on non-accrual status during the reporting period, and the recovery of interest on loans that had been on non-accrual and were paid off, sold or returned to accrual status.

 

The following table shows average balances for significant balance sheet categories and the amount of interest income or interest expense associated with each category for each of the past three years. The table also displays the calculated yields on each major component of the Company’s investment and loan portfolios, the average rates paid on each key segment of the Company’s interest-bearing liabilities, and our net interest margin for the noted periods.

 

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Distribution, Rate & Yield

(dollars in thousands, except footnotes)

 

   Year Ended December 31, 
   2015   2014   2013 
   Average   Income/   Average   Average   Income/   Average   Average   Income/   Average 
   Balance(1)   Expense   Rate/Yield(2)   Balance(1)   Expense   Rate/Yield(2)   Balance(1)   Expense   Rate/Yield(2) 
Assets                                             
Investments:                                             
Federal funds sold/Due from banks  $11,313   $31    

0.27

%  $24,552   $62    0.25%  $40,522   $102    0.25%
Taxable   405,987    8,192    

1.99

%   359,674    7,653    2.10%   309,944    4,899    1.56%
Non-taxable   99,963    2,953    

4.54

%   97,809    2,936    4.62%   86,591    2,737    4.79%
Equity   1,760    19    1.06%   2,474    90    3.59%   2,211    17    0.76%
Total Investments   519,023    11,195    2.43%   484,509    10,741    2.51%   439,268    7,755    1.74%
Loans and Leases:(3)                                             
Real Estate   730,509    38,203    5.23%   631,878    33,524    5.31%   557,014    31,064    5.58%
Agricultural   32,084    1,329    4.14%   25,151    993    3.95%   25,660    1,011    3.94%
Commercial   106,342    4,941    4.65%   99,847    4,481    4.49%   99,402    5,059    5.09%
Consumer   16,981    1,707    10.05%   21,137    1,923    9.10%   25,980    2,121    8.16%
Mortgage Warehouse   138,106    5,103    3.69%   79,096    3,272    4.14%   92,711    4,618    4.98%
Direct Financing Leases   1,871    98    5.24%   2,311    125    5.41%   2,985    157    5.26%
Other   2,090    131    6.27%   561    62    11.05%   781    -    0.00%
Total Loans and Leases   1,027,983    51,512    5.01%   859,981    44,380    5.16%   804,533    44,030    5.47%
Total Interest Earning Assets (4)   1,547,006    62,707    4.16%   1,344,490    55,121    4.22%   1,243,801    51,785    4.28%
Other Earning Assets   7,385              6,178              6,099           
Non-Earning Assets   138,378              130,681              139,953           
Total Assets  $1,692,769             $1,481,349             $1,389,853           
                                              
Liabilities and Shareholders' Equity                                             
Interest Bearing Deposits:                                             
Demand Deposits  $120,363   $355    0.29%  $104,808   $283    0.27%  $83,757   $281    0.34%
NOW   293,043    344    0.12%   244,085    338    0.14%   195,689    359    0.18%
Savings Accounts   186,224    207    0.11%   153,591    241    0.16%   133,019    285    0.21%
Money Market   109,479    78    0.07%   80,238    80    0.10%   71,339    94    0.13%
CDAR's   12,007    8    0.07%   12,645    11    0.09%   13,785    36    0.26%
Certificates of Deposit<$100,000   77,058    247    0.32%   77,563    326    0.42%   89,604    420    0.47%
Certificates of Deposit>$100,000   215,625    535    0.25%   202,196    691    0.34%   211,541    823    0.39%
Brokered Deposits   644    11    1.71%   5,940    94    1.58%   11,233    157    1.40%
Total Interest Bearing Deposits   1,014,443    1,785    0.18%   881,066    2,064    0.23%   809,967    2,455    0.30%
Borrowed Funds:                                             
Federal Funds Purchased   6    -    -    12    -    -    2    -    - 
Repurchase Agreements   8,601    35    0.41%   5,936    21    0.35%   2,876    13    0.45%
Short Term Borrowings   14,697    31    0.21%   3,502    4    0.11%   3,497    6    0.17%
Long Term Borrowings   2,504    13    0.52%   904    4    0.44%   1,041    33    3.17%
TRUPS   30,928    717    2.32%   30,928    703    2.27%   30,928    714    2.31%
Total Borrowed Funds   56,736    796    1.40%   41,282    732    1.77%   38,344    766    2.00%
Total Interest Bearing Liabilities   1,071,179    2,581    0.24%   922,348    2,796    0.30%   848,311    3,221    0.38%
Non-interest Bearing Demand Deposits   417,993              355,395              348,579           
Other Liabilities   15,116              17,213              16,184           
Shareholders' Equity   188,481              186,393              176,779           
Total Liabilities and Shareholders' Equity  $1,692,769             $1,481,349             $1,389,853           
                                              
Interest Income/Interest Earning Assets             4.16%             4.22%             4.28%
Interest Expense/Interest Earning Assets             0.17%             0.21%             0.26%
Net Interest Income and Margin(5)       $60,126    3.99%       $52,325    4.01%       $48,564    4.02%

  

(1)Average balances are obtained from the best available daily or monthly data and are net of deferred fees and related direct costs.
(2)Yields and net interest margin have been computed on a tax equivalent basis.
(3)Loans are gross of the allowance for possible loan losses. Net loan fees have been included in the calculation of interest income. Net loan Fees and loan acquisition FMV amortization were $276,596, $(731,316) and $(10,967) for the years ended December 31, 2015, 2014, and 2013 respectively.
(4)Non-accrual loans are slotted by loan type and have been included in total loans for purposes of total interest earning assets.
(5)Net interest margin represents net interest income as a percentage of average interest-earning assets (tax-equivalent).

 

 29 

 

 

The Volume and Rate Variances table below sets forth the dollar difference for the comparative periods in interest earned or paid for each major category of interest-earning assets and interest-bearing liabilities, and the amount of such change attributable to fluctuations in average balances (volume) or differences in average interest rates. Volume variances are equal to the increase or decrease in average balances multiplied by prior period rates, and rate variances are equal to the change in rates multiplied by prior period average balances. Variances attributable to both rate and volume changes, calculated by multiplying the change in rates by the change in average balances, have been allocated to the rate variance.

 

Volume & Rate Variances  Years Ended December 31, 
(dollars in thousands)  2015 over 2014   2014 over 2013 
   Increase(decrease) due to   Increase(decrease) due to 
   Volume   Rate   Net   Volume   Rate   Net 
Assets:                              
Investments:                              
Federal funds sold / Due from time  $(33)  $2   $(31)  $(40)  $-   $(40)
Taxable   985    (446)   539    786    1,968    2,754 
Non-taxable(1)   65    (48)   17    355    (156)   199 
Equity   (26)   (45)   (71)   2    71    73 
Total Investments   991    (537)   454    1,103    1,883    2,986 
                               
Loans and Leases:                              
Real Estate   5,233    (554)   4,679    4,175    (1,715)   2,460 
Agricultural   274    62    336    (20)   2    (18)
Commercial   291    169    460    23    (601)   (578)
Consumer   (378)   162    (216)   (395)   197    (198)
Mortgage Warehouse   2,441    (610)   1,831    (678)   (668)   (1,346)
Direct Financing Leases   (24)   (3)   (27)   (35)   3    (32)
Other   169    (100)   69    -    62    62 
Total Loans and Leases   8,006    (874)   7,132    3,070    (2,720)   350 
Total Interest Earning Assets  $8,997   $(1,411)  $7,586   $4,173   $(837)  $3,336 
Liabilities                              
Interest Bearing Deposits:                              
Demand                              
NOW  $42   $30   $72   $71   $(69)  $2 
Savings Accounts   68    (62)   6    89    (110)   (21)
Money Market   51    (85)   (34)   44    (88)   (44)
CDAR's   29    (31)   (2)   12    (26)   (14)
Certificates of Deposit < $100,000   (1)   (2)   (3)   (3)   (22)   (25)
Certificates of Deposit > $100,000   (2)   (77)   (79)   (56)   (38)   (94)
Brokered Deposits   46    (202)   (156)   (36)   (96)   (132)
Total Interest Bearing Deposits   (84)   1    (83)   (74)   11    (63)
Borrowed Funds:   149    (428)   (279)   47    (438)   (391)
                               
Federal Funds Purchased   -    -    -    -    -    - 
Repurchase Agreements   9    5    14    14    (6)   8 
Short Term Borrowings   13    14    27    -    (2)   (2)
Long Term Borrowings   7    2    9    (4)   (25)   (29)
TRUPS   -    14    14    -    (11)   (11)
Total Borrowed Funds   29    35    64    10    (44)   (34)
Total Interest Bearing Liabilities   178    (393)   (215)   57    (482)   (425)
Net Interest Income  $8,819   $(1,018)  $7,801   $4,116   $(355)  $3,761 

 

(1) Yields on tax exempt income have not been computed on a tax equivalent basis.

 

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The volume variance calculated for 2015 over 2014 was a favorable $8.819 million, due primarily to a $203 million increase in the average balance of interest-earning assets resulting from our acquisition of Santa Clara Valley Bank, organic growth, and loan purchases. The volume variance was enhanced by the fact that the average balance of loans grew by 20% relative to only 7% growth in the average balance of lower-yielding investments, as well as a shift within investments out of lower-yielding balances held at the Federal Reserve Bank. It was unfavorably impacted by the fact that lower-yielding mortgage warehouse loans and agricultural loans experienced disproportionate growth relative to other loan categories.

 

The impact of interest rate changes resulted in an unfavorable rate variance of $1.018 million in net interest income for 2015 relative to 2014. Despite the fact that our yield on earning assets and cost of interest-bearing liabilities were both down by six basis points, the rate variance was negative due to the volume differential between our interest-earning assets and interest-bearing liabilities. That differential averaged $422 million for 2014, the base period for the rate variance calculation, thus the decrease in our earning asset yield was applied to a much higher balance than the rate decrease for interest-bearing liabilities and had a greater impact on net interest income. Investment yields were lower due to the reinvestment of portfolio cash flows in a historically low interest rate environment, and the weighted average yield on loans declined due to the impact of continued competition on loan rates and relatively robust growth in lower-yielding mortgage warehouse loans. Our weighted average cost of interest-bearing liabilities was down because of a drop in deposit rates, combined with a lower overall rate on non-deposit borrowings resulting from disproportionate growth in low-cost short-term borrowings.

 

The Company’s net interest margin, which is tax-equivalent net interest income as a percentage of average interest-earning assets, is affected by the same factors discussed above relative to rate and volume variances. Our net interest margin was 3.99% in 2015, a drop of only 2 basis points relative to 2014. The principal developments impacting our net interest margin in 2015 include lower yields on loans and investments, and a shift within loans to lower-yielding loan segments. Partially alleviating the negative pressures on loan rates was higher non-recurring interest income such as net interest recovered on non-accrual loans and prepayment penalties, which totaled $825,000 in 2015 relative to $505,000 in 2014. Lower deposit rates also helped offset the negative factors impacting our net interest margin.

 

Provision for Loan and Lease Losses

 

Credit risk is inherent in the business of making loans. The Company sets aside an allowance for loan and lease losses, a contra-asset account, through periodic charges to earnings which are reflected in the income statement as the provision for loan and lease losses. A loan loss provision was not required for 2015, but we recorded a loan loss provision of $350,000 in 2014.

 

The Company’s loan loss provision has been sufficient to maintain our allowance for loan and lease losses at a level that, in Management’s judgment, is adequate to absorb probable loan losses related to specifically-identified impaired loans as well as probable incurred losses in the remaining loan portfolio. Specifically identifiable and quantifiable loan losses are immediately charged off against the allowance. Net loans charged off by the Company totaled $825,000 in 2015 relative to $779,000 in 2014, but those charge-offs were primarily recorded against reserves established in previous periods and thus did not necessitate reserve replenishment. Additional factors impacting our allowance for loan and lease losses and lack of provisioning in recent periods include the following: loan growth has occurred in portfolio segments with low historical loss rates, and credit quality improvement is evident in the remainder of the loan portfolio due to tighter loan underwriting standards implemented subsequent to the recession.

 

The Company’s policies for monitoring the adequacy of the allowance and determining loan amounts that should be charged off, and other detailed information with regard to changes in the allowance, are discussed below under “Allowance for Loan and Lease Losses.” The process utilized to establish an appropriate allowance for loan and lease losses can result in a high degree of variability in the Company’s loan loss provision, and consequently in our net earnings.

 

Non-interest Revenue and Operating Expense

 

The table below sets forth the major components of the Company’s non-interest revenue and operating expense, along with relevant ratios, for the years indicated:

 

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Non-Interest Income/Expense

(dollars in thousands)

 

   Year Ended December 31, 
   2015   % of Total   2014   % of Total   2013   % of Total 
NON-INTEREST INCOME:                              
Service charges on deposit accounts  $9,399    53.06%  $8,275    52.27%  $9,022    52.87%
Credit card fees   463    2.61%   451    2.85%   462    2.71%
Checkcard fees   4,234    23.90%   3,908    24.69%   3,749    21.97%
Other service charges and fees   3,154    17.80%   2,336    14.76%   2,372    13.90%
Bank owned life insurance income   907    5.12%   1,278    8.07%   1,787    10.47%
Gains on sale of loans   6    0.03%   3    0.02%   129    0.76%
Gain on sales securities   666    3.76%   667    4.21%   6    0.04%
(Loss) on tax credit investment   (1,058)   -5.97%   (1,161)   -7.33%   (1,063)   -6.23%
Other   (56)   -0.31%   74    0.46%   599    3.51%
Total non-interest income   17,715    100.00%   15,831    100.00%   17,063    100.00%
As a % of average interest-earning assets        1.15%        1.18%        1.37%
                               
OTHER OPERATING EXPENSES:                              
Salaries and employee benefits   24,871    49.05%   22,926    49.44%   21,920    48.91%
Occupancy costs                              
Furniture and equipment   2,060    4.06%   1,862    4.02%   1,964    4.38%
Premises   4,839    9.54%   4,482    9.66%   4,310    9.62%
Advertising and promotion costs   2,319    4.57%   2,205    4.75%   1,960    4.37%
Data processing costs   3,426    6.76%   2,716    5.86%   1,562    3.49%
Deposit services costs   3,182    6.28%   2,587    5.58%   2,405    5.37%
Loan services costs                              
Loan processing   891    1.76%   1,113    2.40%   999    2.23%
Foreclosed Assets   153    0.30%   (1,420)   -3.06%   1,529    3.41%
Other operating costs                              
Telephone and data communications   1,857    3.66%   1,283    2.77%   1,613    3.60%
Postage and mail   923    1.82%   775    1.67%   713    1.59%
Other   800    1.58%   716    1.54%   682    1.51%
Professional services costs                              
Legal and accounting   1,337    2.64%   1,244    2.68%   1,688    3.77%
Acquisition costs   101    0.20%   2,070    4.46%   -    - 
Other professional services costs   1,785    3.52%   2,110    4.55%   2,455    5.48%
Stationery and supply costs   1,296    2.56%   1,192    2.57%   657    1.47%
Sundry & tellers   863    1.70%   514    1.11%   358    0.80%
Total other operating expense  $50,703    100.00%  $46,375    100.00%  $44,815    100.00%
As a % of average interest-earning assets        3.28%        3.45%        3.60%
Net non-interest income as a % of average interest-earning assets        -2.13%        -2.27%        -2.23%
Efficiency ratio (1)        63.98%        66.48%        65.95%

 

(1) Tax Equivalent

 

The Company’s results reflect an increase in total non-interest income $1.884 million, or 12%, in 2015 over 2014, but a decline of $1.232 million, or 7%, in 2014 relative to 2013. While the primary reasons for the changes in non-interest income are discussed in greater detail below, several items of a nonrecurring nature have had a significant impact over the past few years. In 2015, non-recurring non-interest income was comprised of $666,000 in gains on the sale of investments and $245,000 in special dividends received pursuant to our equity investment in the Federal Home Loan Bank (“FHLB”). In 2014, non-recurring income consisted primarily of $667,000 in gains on the sale of investments. For 2013, non-recurring income items include $397,000 in life insurance proceeds and a $100,000 non-recurring signing incentive received in conjunction with our merchant processing vendor conversion. Total non-interest income was 1.15% of average interest-earning assets in 2015, relative to 1.18% in 2014 and 1.37% in 2013. The lower ratio in 2015 is primarily due to a higher average balance of interest-earning assets.

 

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The principal component of the Company’s non-interest revenue, namely service charges on deposit accounts, increased by $1.124 million, or 14%, in 2015 relative to 2014 due primarily to fees earned from increased activity in commercial accounts and higher overdraft income in 2015, and from a decline in fee income in 2014 resulting from certain non-recurring fee waivers made in the course of our core software conversion. Deposit service charges fell by $747,000, or 8%, in 2014 relative to 2013, due mainly to lower fees received from customer overdrafts and returned items, but certain other service charges were also down due to the aforementioned fee waivers. The Company’s ratio of service charge income to average transaction account balances was 1.1% in 2015, down from 1.2% in 2014 and 1.4% in 2013.

 

The line item immediately following service charges on deposits is credit card fees, comprised primarily of credit card interchange income. Despite the sale of all credit card balances in 2007, we still receive a portion of the interchange and interest income from credit cards issued in our name by a third party vendor. Credit card fees did not change materially in 2015 relative to the prior two years. Checkcard fees, which consist of interchange fees from our customers’ use of debit cards for electronic funds transactions, increased by $326,000, or 8%, in 2015 over 2014, and by $159,000, or 4%, in 2014 over 2013. The increases can be explained primarily by growth in our deposit account base, including the addition of accounts pursuant to our acquisition of SCVB.

 

Other service charges and fees also constitute a relatively large portion of non-interest income, with the principal components consisting of ATM fees from transactions not associated with deposit customers (also referred to as foreign ATM fees), dividends on restricted stock, check printing fees, currency order fees, and other fees for merchant services. This category increased by $818,000, or 35%, in 2015 over 2014, with the increase comprised of a $481,000 increase in dividends on restricted stock, including the aforementioned nonrecurring special dividend from the FHLB, and increases in other activity-based fees. For 2014 relative to 2013, other service charges and fees dropped by $36,000, or 2%. Fees on merchant accounts declined in 2014, reflecting the impact of a $100,000 non-recurring incentive received in conjunction with our conversion to a new merchant processing vendor in the first quarter of 2013, but that drop was largely offset by increases in other areas, including dividends received on restricted stock.

 

Bank-owned life insurance (“BOLI”) income was down $371,000, or 29%, in 2015 relative to 2014, and also dropped by $509,000 for 2014 over 2013 due mainly to fluctuations in BOLI income associated with deferred compensation plans. The Company owns and derives income from two basic types of BOLI: “general account” and “separate account.” At December 31, 2015 the Company had $39.3 million invested in single-premium general account BOLI, which generates income that is used to fund expenses associated with executive salary continuation plans, director retirement plans and other employee benefits. Interest credit rates on general account BOLI do not change frequently and the income is typically fairly consistent, but rate reductions have led to slightly lower income levels in recent periods. In addition to general account BOLI the Company had $4.9 million invested in separate account BOLI at December 31, 2015, which produces income that helps offset deferred compensation accruals for certain directors and senior officers. These deferred compensation BOLI accounts have returns pegged to participant-directed investment allocations that can include equity, bond, or real estate indices, and are thus subject to gains or losses which often contribute to significant fluctuations in income (and associated expense accruals). There was a loss on separate account BOLI totaling $65,000 in 2015 relative to a gain of $315,000 in 2014, for a year over year drop of $380,000 in deferred compensation BOLI income. There was also a gain on separate account BOLI of $770,000 in 2013, thus 2014 over 2013 reflects a decline of $455,000 in deferred compensation BOLI income. As noted, gains and losses on separate account BOLI are related to expense accruals or reversals associated with participant gains and losses on deferred compensation balances, thus their impact on taxable income tends to be neutral.

 

Gains on the sale of loans dropped to immaterial levels in 2015 and 2014 since the Company has been retaining almost all of the loans it originates. We did, however, realize $666,000 in gains on the sale of investments in 2015, almost the same as the $667,000 in gains realized in 2014 but up materially from only $6,000 in gains for 2013. The next line item reflects pass-through losses associated with our investments in low-income housing tax credit funds and other limited partnership investments. Those costs, which are netted out of revenue, dropped by $103,000, or 9%, in 2015 over 2014, but increased by $98,000, or 9%, in 2014 over 2013.

 

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Other non-interest income includes gains and losses on the disposition of assets other than OREO, rent on bank-owned property other than OREO, life insurance proceeds, and other miscellaneous income. Other non-interest income was down $130,000 in 2015 relative to 2014, and declined $525,000 in 2014 relative to 2013. Income generated through the Company’s alliance with Investment Centers of America (“ICA”) has been included in this line item, but the Company terminated its affiliation with ICA effective July 31, 2014 thus related income was down $68,000 in 2015. Certain expenses associated with our ICA relationship have also been eliminated, however, and the net financial impact on the Company is not material. The drop in other non-interest income in 2015 also includes the disposition of certain fixed assets at a $62,000 loss. The decline in this category in 2014 includes a $52,000 drop in ICA income, a $71,000 reduction in gains on the disposition of equipment and other fixed assets resulting from gains in 2013, and a $397,000 reduction in life insurance proceeds due to insurance income received in 2013.

 

Total operating expense, or non-interest expense, increased by $4.328 million, or 9%, in 2015 over 2014, and by $1.560 million, or 3%, in 2014 relative to 2013. The increase in 2015 is comprised in large part of ongoing operating costs incidental to our November 2014 acquisition and February 2014 core banking system conversion, debit card losses, and higher net expenses associated with foreclosed assets. The increase for 2014 is centered in non-recurring acquisition costs, expenses associated with our core system conversion, and compensation costs, partially offset by substantial gains on the sale of foreclosed assets. Non-interest expense includes the following items of a non-recurring nature: for 2015, net OREO expense of $153,000 and one-time acquisition costs totaling $101,000; for 2014, acquisition costs of $2.070 million, certain marketing expenses related to our acquisition and a rebranding initiative, a net OREO expense reversal of $1.420 million due to gains on the sale of OREO, commissions totaling $290,000 paid with regard to the sale of certain nonperforming loans, and credits totaling $155,000 for incorrect telecommunications billings in prior periods; and, for 2013, net OREO expense of $1.529 million. Non-interest expense declined to 3.28% of average earning assets for 2015 from 3.45% in 2014 and 3.60% in 2013, due to a sizeable increase in the denominator.

 

The largest component of operating expense, namely salaries and employee benefits, was up $1.945 million, or 8%, in 2015 over 2014, and increased by $1.006 million, or 5%, in 2014 over 2013. The increase for 2015 is due primarily to personnel increases associated with our acquisition, regular annual salary increases, higher group health insurance premiums, and an increased accrual for Company contributions to the employee 401(k) retirement plan. Those increases were partially offset by a higher level of deferred salaries directly related to successful loan originations in 2015, in addition to lower deferred compensation expense, reduced incentive compensation accruals and a drop in temporary help and overtime costs due to inflated costs in 2014 stemming from our core banking system conversion and acquisition. In 2014, compensation expense was impacted by regular annual salary increases as well as staffing costs associated with the acquisition. Furthermore, increases in our accrual for officer bonuses, group health insurance premiums, and the Company’s matching contribution to its 401(k) plan added to expenses in 2014, as did non-recurring temporary help and overtime costs related to our core conversion and acquisition. Lower stock option expense in 2014 partially offset the aforementioned increases. Components of compensation expense that can experience significant variability and are typically difficult to predict include salaries associated with successful loan originations, which are accounted for in accordance with Financial Accounting Standards Board (“FASB”) guidelines on the recognition and measurement of non-refundable fees and origination costs for lending activities, and accruals associated with employee deferred compensation plans. Loan origination salaries that were deferred from current expense for recognition over the life of related loans totaled $3.058 million for 2015, $2.673 million for 2014, and $2.804 million in 2013, with the fluctuations due to variability in successful organic loan origination activity. Employee deferred compensation expense accruals totaled $37,000 in 2015, relative to $239,000 in 2014 and $451,000 in 2013. As noted above in our discussion of BOLI income, employee deferred compensation plan accruals are related to separate account BOLI income and losses, as are directors deferred compensation accruals that are included in “other professional services,” and the net income impact of all income/expense accruals related to deferred compensation is usually minimal. Salaries and benefits were 49.05% of total operating expense in 2015, relative to 49.44% in 2014 and 48.91% in 2013. The number of full-time equivalent staff employed by the Company totaled 417 at the end of 2015, 420 at the end of 2014, and 389 at the end of 2013. The increase in 2014 over 2013 is due to the addition of Santa Clara Valley Bank staff.

 

Total rent and occupancy expense, including furniture and equipment costs, increased by $555,000, or 9%, in 2015 over 2014, and by $70,000, or 1%, in 2014 over 2013. The increase in 2015 is due primarily to the three branches added via our acquisition in November 2014 and our loan production office that opened in May 2015, with associated expenses including but not limited to rent and depreciation, utilities, janitorial, and security. In 2014, premises costs increased relative to 2013 due to higher utilities expense and costs associated with our newly-acquired branches.

 

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Advertising and marketing costs were up by $114,000, or 5%, in 2015 over 2014, and by $245,000, or 13%, in 2014 over 2013. The increase for 2015 is due primarily to promotional expenses associated with our newer branches, while the increase in 2014 was due to non-recurring costs incurred in conjunction with our 2014 rebranding efforts and the acquisition, as well as an increase in charitable donations.

 

Data processing costs increased by $710,000, or 26%, in 2015 over 2014, and by $1.154 million, or 74%, in 2014 over 2013. The increase in 2015 is the result of ongoing costs related to the acquisition, as well as an increase in our cost structure subsequent to the core processing conversion in the first quarter of 2014. The increase in 2014 can be attributed to incremental ongoing costs stemming from our core banking system conversion and other technology upgrades, and the acquisition. Deposit services costs also increased by $595,000, or 23%, in 2015 over 2014, and $182,000, or 8%, in 2014 over 2013. As with data processing costs, much of the increase in deposit costs is the result of ongoing expenses associated with our software conversion and the acquisition, including $123,000 in amortization expense for our core deposit intangible, but deposit costs were further impacted by increases in internet banking, electronic check exchange, and debit card processing costs due to increased activity levels.

 

Loan services costs are comprised of loan processing costs and net costs associated with foreclosed assets. Loan processing costs, which include expenses for property appraisals and inspections, loan collections, demand and foreclosure activities, loan servicing, loan sales, and other miscellaneous lending costs, declined by $222,000, or 20%, in 2015 relative to 2014, but increased by $114,000, or 11%, in 2014 over 2013. The year-to-year fluctuations are due in large part to $290,000 in non-recurring commissions paid in conjunction with the sale of certain nonperforming loans in 2014. Foreclosed assets costs are comprised of write-downs taken subsequent to re-appraisals, OREO operating expense (including property taxes), and losses on the sale of foreclosed assets, net of rental income on OREO properties and gains on the sale of foreclosed assets. Those costs totaled $153,000 in 2015, but reflect a net expense reversal of $1.420 million for 2014 due to relatively large gains on the sale of OREO. Net expenses on foreclosed assets were $1.529 million in 2013. This line item thus reflects an increase of $1.573 million for 2015 over 2014, and a reduction of $2.949 million for 2014 relative to 2013. As noted, the largest impact on this category came from OREO sales, which produced a net gain of $259,000 in 2015, relative to a net gain of $2.253 million in 2014 and a net loss of $223,000 in 2013. OREO write-downs and OREO operating expense were down in 2015 relative to 2014, however, by $231,000 and $196,000, respectively, and also dropped in 2014 relative to 2013, by $277,000 and $227,000, respectively. Foreclosed asset expenses have been trending down in recent years as real estate values in our markets have improved and real estate sales activity has increased, but we do not expect a recurrence of large gains on the sale of OREO such as those realized in 2014.

 

The “other operating costs” category includes telecommunications expense, postage, and other miscellaneous costs. Telecommunications expense increased by $574,000, or 45%, in 2015 over 2014, but was reduced by $330,000, or 20%, in 2014 relative to 2013. The increase in 2015 and the reduction in 2014 were due in part to $155,000 in credits received in 2014 for prior-period overpayments. The increase for 2015 was also affected by expenses associated with the SCVB acquisition and our new loan production office, as well as upgraded circuits and certain redundant circuits that we are working to consolidate. The reduction in 2014 includes the impact of new contract rates and the incorporation of infrastructure efficiencies. Postage expense increased by $148,000, or 19%, in 2015 over 2014, and by $62,000, or 9%, in 2014 over 2013. The increase for 2015 is due to an increase in the volume of mailings related to compliance requirements, monthly statements, and customer education, while the increase in 2014 is primarily the result of additional mailings to customers in conjunction with our core banking system conversion, the rebranding initiative, and the acquisition. The “Other” category under other operating costs increased by $84,000, or 12%, in 2015 as a result of higher education and training costs, and was up $34,000, or 5%, in 2014 due primarily to staff travel and meal costs, which were higher than normal during the conversion and the acquisition.

 

Legal and accounting costs were up $93,000, or 7%, in 2015 over 2014, but declined $444,000, or 26%, in 2014 relative to 2013. The increase in 2015 is from higher costs for internal audits, partially offset by reduced legal expense and lower external audit costs. The drop in 2014 is due primarily to reduced loan review costs and lower lending-related legal expense incidental to our improvement in credit quality, as well as lower external audit expense.

 

Acquisition costs include one-time expenses directly attributable to our acquisition of Santa Clara Valley Bank, which totaled $101,000 in 2015 and $2.070 million in 2014. Those expenses are comprised primarily of financial advisor fees, legal costs, severance and retention amounts paid to SCVB employees, the write-off of furniture, fixtures and equipment that were not utilized by the Company, software conversion costs, and termination fees on certain SCVB contracts for redundant services.

 

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Other professional services costs include FDIC assessments and other regulatory costs, directors’ costs, certain insurance costs, and professional recruiting fees among other things. This category fell by $325,000, or 15%, in 2015, and by $345,000, or 14%, in 2014. The drop in 2015 was due to reductions in regulatory assessments, deferred compensation expense for directors, and stock option expense for directors. For 2014, the drop includes reductions in regulatory assessments and deferred compensation expense. As with deferred compensation accruals for employees, directors’ deferred fee accruals are related to separate account BOLI income and losses, and the net income impact of all income/expense accruals related to deferred compensation is usually minimal. Directors’ deferred compensation expense accruals totaled $57,000 in 2015, $197,000 in 2014, and $482,000 in 2013.

 

Stationery and supply costs increased by $104,000, or 9%, in 2015 over 2014, and by $535,000, or 81%, in 2014 over 2013. The increases for both 2015 and 2014 are primarily due to recurring costs stemming from our whole-bank acquisition and core conversion in 2014, but the increase in 2014 was also impacted by the rebranding initiative. Sundry and teller costs increased by $349,000, or 68%, in 2015 and by $156,000, or 44%, in 2014, due to an increase in debit card losses and other operations-related charge-offs. We are hopeful that our conversion to EMV technology, being phased in over the fourth quarter of 2015 and the first quarter of 2016, will help reduce debit card fraud, but no assurance can be provided in that regard.

 

The Company’s tax-equivalent overhead efficiency ratio improved to 63.98% in 2015, from 66.48% in 2014 and 65.95% in 2013. The overhead efficiency ratio represents total non-interest expense divided by the sum of fully tax-equivalent net interest and non-interest income, with the provision for loan losses and investment gains/losses excluded from the equation.

 

Income Taxes

 

Our income tax provision was $9.071 million, or 33% of pre-tax income in 2015, relative to a provision of $6.191 million, or 29% of pre-tax income in 2014 and a provision of $3.093 million, or 19% of pre-tax income in 2013. Higher taxable income and a declining level of available tax credits were the primary factors impacting the increase in our tax accrual rate in 2015.

 

The Company sets aside a provision for income taxes on a monthly basis. The amount of that provision is determined by first applying the Company’s statutory income tax rates to estimated taxable income, which is pre-tax book income adjusted for permanent differences, and then subtracting available tax credits. Permanent differences include but are not limited to tax-exempt interest income, BOLI income, and certain book expenses that are not allowed as tax deductions. The Company’s investments in state, county and municipal bonds provided $2.953 million in federal tax-exempt income in 2015, $2.936 million in 2014, and $2.737 million in 2013. Our bank-owned life insurance also generated $907,000 in tax-exempt income in 2015, down from $1.278 million in 2014 and $1.787 million in 2013.

 

Effective January 1, 2014, changes in California tax law eliminated certain state tax credits and deductions, which had a negative impact on our tax accrual rate. Tax credits currently include any remaining California state tax employment credits, as well as those generated by our investments in low-income housing tax credit funds. We had a total of $4.9 million invested in low-income housing tax credit funds as of December 31, 2015, which are included in other assets rather than in our investment portfolio. Those investments have generated substantial tax credits over the past few years, with about $770,000 in credits available for the 2015 tax year, $1.0 million in tax credits utilized in 2014, and $1.3 million in tax credits utilized in 2013. The credits are dependent upon the occupancy level of the housing projects and income of the tenants, and cannot be projected with certainty. Furthermore, our capacity to utilize them will continue to depend on our ability to generate sufficient pre-tax income. Because we have not invested in additional tax credit funds for the past few years, the level of low-income housing tax credits will taper off in future years until they are substantially utilized by the end of 2018. That means that even if taxable income stayed at the same level through 2018, our tax accrual rate would gradually increase.

 

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Financial Condition

 

Assets totaled $1.797 billion at the end of 2015, reflecting an increase of $159 million, or 10%, for the year due to growth in loans that was partially offset by slightly lower cash balances and investments. Loan volume was favorably impacted by increased utilization on mortgage warehouse lines, the first quarter purchase of residential mortgage loans, and strong organic growth. Total nonperforming assets continued to trend down in 2015, including a significant reduction in the fourth quarter pursuant to the sale of our single largest remaining nonperforming loan, and our allowance for loan and lease losses was reduced due to the improvement in asset quality. Total deposits experienced a large increase in 2015 as a result of continued core deposit growth in our branches, and non-deposit borrowings were also increased to support our strong loan growth.

 

Total capital was up only $3 million for the year in 2015, since the addition of net income to retained earnings and the positive impact of stock options exercised were largely offset by the Company’s repurchase of shares, the payment of cash dividends, and a drop in accumulated other comprehensive income. Nevertheless, capital remains at relatively high levels in comparison to peer banks. We have, in fact, maintained a very strong capital position throughout the recession and in the ensuing years, due to our registered direct offering in 2010 and private placement in 2009 combined with increases from retained earnings in the normal course of business. Furthermore, our liquidity position has been exceptionally strong for the past few years due to robust growth in customer deposits and the runoff of wholesale-sourced brokered deposits, in addition to relatively high levels of unpledged liquid investments. Our healthy capital position and access to liquidity resources position us to take advantage of potential growth opportunities, although no assurance can be provided in that regard. The major components of the Company’s balance sheet are individually analyzed below, along with information on off-balance sheet activities and exposure.

 

Loan and Lease Portfolio

 

The Company’s loan and lease portfolio represents the single largest portion of invested assets, substantially greater than the investment portfolio or any other asset category, and the quality and diversification of the loan and lease portfolio are important considerations when reviewing the Company’s financial condition. The Company is not involved with chemicals or toxins that might have an adverse effect on the environment, thus its primary exposure to environmental legislation is through its lending activities. The Company’s lending procedures include steps to identify and monitor this exposure in an effort to avoid any related loss or liability.

 

The Selected Financial Data table in Item 6 above reflects the amount of loans and leases outstanding at December 31st for each year from 2011 through 2015, net of deferred fees and origination costs and the allowance for loan and lease losses. The Loan and Lease Distribution table that follows sets forth by loan type the Company’s gross loans and leases outstanding, and the percentage distribution in each category at the dates indicated. The balances for each loan type include nonperforming loans, if any, but do not reflect any deferred or unamortized loan origination, extension, or commitment fees, or deferred loan origination costs. Although not reflected in the loan totals below and not currently comprising a material part of our lending activities, the Company occasionally originates and sells, or participates out portions of, loans to non-affiliated investors.

 

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Loan and Lease Distribution

(dollars in thousands)

 

   As of December 31, 
   2015   2014   2013   2012   2011 
Real Estate:                         
1-4 family residential construction  $14,941   $5,858   $1,720   $3,174   $8,488 
Other Construction/Land   37,359    19,908    25,531    28,002    40,060 
1-4 family - closed-end   137,356    114,259    87,024    99,917    104,953 
Equity Lines   44,233    49,717    53,723    61,463    66,497 
Multi-family residential   27,222    18,718    8,485    5,960    8,179 
Commercial RE- owner occupied   218,708    218,654    186,012    182,614    183,070 
Commercial RE- non-owner occupied   165,107    132,077    106,840    92,808    105,843 
Farmland   133,182    145,039    108,504    71,851    60,142 
Total Real Estate   778,108    704,230    577,839    545,789    577,232 
Agricultural   46,237    27,746    25,180    22,482    17,078 
Commercial and Industrial   113,207    113,771    103,262    112,328    98,933 
Mortgage Warehouse Lines   180,355    106,021    73,425    170,324    28,224 
Consumer loans   14,949    18,885    23,536    28,872    36,124 
Total Loans and Leases  $1,132,856   $970,653   $803,242   $879,795   $757,591 
Percentage of Total Loans and Leases                         
Real Estate:                         
1-4 family residential construction   1.32%   0.60%   0.21%   0.35%   1.12%
Other Construction/land   3.30%   2.05%   3.18%   3.18%   5.29%
1-4 family - closed-end   12.12%   11.77%   10.83%   11.36%   13.85%
Equity Lines   3.90%   5.12%   6.69%   6.99%   8.78%
Multi-family residential   2.40%   1.93%   1.06%   0.68%   1.08%
Commercial RE- owner occupied   19.31%   22.53%   23.16%   20.76%   24.16%
Commercial RE- non-owner occupied   14.57%   13.61%   13.30%   10.55%   13.97%
Farmland   11.76%   14.94%   13.51%   8.17%   7.94%
Total Real Estate   68.68%   72.55%   71.94%   62.04%   76.19%
Agricultural   4.08%   2.86%   3.13%   2.56%   2.25%
Commercial and Industrial   9.99%   11.72%   12.86%   12.76%   13.06%
Mortgage Warehouse Lines   15.93%   10.92%   9.14%   19.36%   3.73%
Consumer loans   1.32%   1.95%   2.93%   3.28%   4.77%
    100.00%   100.00%   100.00%   100.00%   100.00%

 

Excluding the fluctuations caused by variability in outstanding balances on mortgage warehouse lines, the Company experienced limited growth, or in some instances runoff, in other loan and lease balances from 2011 through 2013 due to reductions associated with the resolution of impaired loans, weak loan demand, stringent underwriting standards, and intense competition. In 2014, however, net growth in outstanding balances totaled $167 million, or 21%, with only $33 million of that growth coming from mortgage warehouse loans. The Company’s loan growth in 2014 includes $62 million in SCVB loans, the purchase of $33 million in residential mortgage loans, and strong organic growth in agricultural real estate loans, commercial real estate loans, and commercial loans. Loan growth continued at a sturdy pace in 2015 with a net increase of $162 million, or 17%, in gross loan balances resulting from increased utilization on mortgage warehouse lines, the purchase of $28 million in residential mortgage loans, strong organic growth in other non-farm real estate loans, and a solid increase in agricultural production loans.

 

Outstanding balances on mortgage warehouse lines were up $74 million, or 70%, as utilization on lines increased to 60% at December 31, 2015 from 47% at December 31, 2014, and certain lines were judiciously increased during 2015 to accommodate strong borrower demand. Mortgage lending activity is highly correlated with changes in interest rates and refinancing activity and has historically been subject to significant fluctuations, so no assurance can be provided with regard to our ability to maintain or grow mortgage warehouse balances.

 

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Non-owner occupied commercial real estate loans increased by $33 million, or 25%, in 2015 due to focused loan origination efforts and escalating commercial real estate activity in certain markets in our footprint. Management expects continued growth in commercial real estate loans based on the current pipeline of loans in the process of approval, although no assurance can be provided in that regard. Real estate loans classified as 1-4 family closed-end loans were also up $23 million, or 20%, during 2015 due to the aforementioned opportunistic purchase of well-underwritten, newer vintage residential mortgage loans which had an expected average life of about seven years at the time of purchase. Material increases are likewise evident in residential construction loans, which grew $9 million, or 155% during 2015, non-residential construction loans, which were up $17 million, or 88%, and multi-family residential loans, which increased almost $9 million, or 45%. Other real estate loan categories either remained static, or declined as loan payoffs outpaced new originations. Loans secured by farmland, in particular, were down $12 million, or 8%, due in part to the payoff of a large dairy loan subsequent to the sale of the business by the borrower.

 

Agricultural production loans also experienced significant growth in 2015, increasing by about $18 million, or 67%. Consumer loans, on the other hand, were down $4 million, or 21%, due to weak demand and tightened credit criteria. Commercial loans were roughly unchanged for the year.

 

Loan and Lease Maturities

 

The following table shows the maturity distribution for total loans and leases outstanding as of December 31, 2015, including non-accruing loans, grouped by remaining scheduled principal payments:

 

Loans and Lease Maturity

(dollars in thousands)

 

   As of December 31, 2015 
       Three months               Floating rate:     
   Three months   to twelve   One to five           due after one   Fixed rate: due 
   or less   months   years   Over five years   Total   year   after one year 
Real Estate  $17,246   $38,526   $79,883   $642,453   $778,108   $430,317   $292,019 
Agricultural   2,826    29,421    12,163    1,827    46,237    3,703    10,287 
Commercial and Industrial   6,835    31,489    23,245    51,638    113,207    22,893    51,990 
Mortgage warehouse lines   -    180,355    -    -    180,355    -    - 
Consumer Loans   654    734    5,683    7,878    14,949    789    12,772 
Total  $27,561   $280,525   $120,974   $703,796   $1,132,856   $457,702   $367,068 

 

For a comprehensive discussion of the Company’s liquidity position, balance sheet re-pricing characteristics, and sensitivity to interest rates changes, refer to the “Liquidity and Market Risk” section of this discussion and analysis.

 

Off-Balance Sheet Arrangements

 

The Company makes commitments to extend credit to its customers in the normal course of business, as long as there are no violations of conditions established in contractual arrangements. The effect on the Company’s revenues, expenses, cash flows and liquidity from unused portions of commitments to provide credit cannot be reasonably predicted, because there is no certainty that lines of credit will ever be fully utilized. Unused commitments to extend credit totaled $355 million, or 31% of gross loans and leases outstanding at December 31, 2015, as compared to $367 million, or 38% of gross loans and leases outstanding at December 31, 2014. In addition to unused loan commitments, the Company had undrawn letters of credit totaling $17 million at December 31, 2015 and $14 million at December 31, 2014. Off-balance sheet obligations pose potential credit risk to the Company, and a $304,000 reserve for unfunded commitments is reflected as a liability in our consolidated balance sheet at December 31, 2015. For more information regarding the Company’s off-balance sheet arrangements, see Note 11 to the consolidated financial statements in Item 8 herein.

 

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Contractual Obligations

 

At the end of 2015, the Company had contractual obligations for the following payments, by type and period due:

 

Contractual Obligations

(dollars in thousands)

 

   Payments Due by Period 
   Total   Less Than 1
Year
   1-3 Years   3-5 Years   More Than 5
Years
 
Long-term debt obligations  $32,928   $2,000   $-   $-   $30,928 
Operating lease obligations   8,159    1,190    2,185    1,577    3,207 
Other long-term obligations   795                   795 
Total  $41,882   $3,190   $2,185   $1,577   $34,930 

 

Nonperforming Assets

 

Nonperforming assets (“NPAs”) are comprised of loans for which the Company is no longer accruing interest, and foreclosed assets including mobile homes and OREO. If the Company grants a concession to a borrower in financial difficulty, the loan falls into the category of a troubled debt restructuring (“TDR”), which may be classified as either nonperforming or performing depending on the loan’s accrual status. The following table presents comparative data for the Company’s NPAs and performing TDRs as of the dates noted:

 

Nonperforming Assets and Performing TDRs

(dollars in thousands)

 

   As of December 31, 
   2015   2014   2013   2012   2011 
Real Estate:                         
1-4 family residential construction  $-   $-   $-   $153   $2,244 
Other Construction/Land   457    3,547    5,528    11,163    4,083 
1-4 family - closed-end   2,298    3,042    13,168    15,381    7,605 
Equity Lines   1,770    1,049    778    1,026    1,309 
Multi-family residential   630    171    -    -    2,941 
Commercial RE- owner occupied   2,325    3,417    5,516    5,314    7,086 
Commercial RE- non-owner occupied   262    7,754    8,058    11,642    13,958 
Farmland   610    51    282    1,933    6,919 
TOTAL REAL ESTATE   8,352    19,031    33,330    46,612    46,145 
Agricultural   -    -    470    664    - 
Commercial and Industrial   710    821    2,622    4,545    7,230 
Direct finance leases   -    -    -    135    591 
Consumer loans   572    826    992    1,138    2,144 
TOTAL NONPERFORMING LOANS (1)  $9,634   $20,678   $37,414   $53,094   $56,110 
                          
Foreclosed assets   3,193    3,991    8,185    19,754    15,364 
Total nonperforming assets  $12,827   $24,669   $45,599   $72,848   $71,474 
Performing TDRs (1)  $12,431   $12,359   $15,239   $18,652   $36,058 
Nonperforming loans as a % of total gross loans and leases   0.85%   2.13%   4.66%   6.03%   7.41%
Nonperforming assets as a % of total gross loans and leases and foreclosed assets   1.13%   2.53%   5.62%   8.10%   9.25%

 

(1) Performing TDRs are not included in nonperforming loans above, nor are they included in the numerators used to calculate the ratios disclosed in this table.

 

At the end of 2006, prior to the recession, our NPAs totaled less than $1 million and comprised only 0.08% of total loans and leases plus foreclosed assets. They subsequently escalated to as high as $80 million, or close to 9% of total loans and leases plus foreclosed assets at September 30, 2009, due to deterioration in the economy and the associated negative impact on our borrowers. By the end of 2015 total NPAs had been reduced to $12.8 million, or about 1% of gross loans and leases plus foreclosed assets, in response to better economic conditions and our continuous concerted efforts to improve credit quality. This contraction in NPAs includes a drop of $12 million, or 48%, during 2015, comprised of an $11 million reduction in nonperforming loans and a $1 million reduction in foreclosed assets. The balance of nonperforming loans at December 31, 2015 includes $6.9 million in TDRs and other loans that were paying as agreed under modified terms or forbearance agreements but were still classified as nonperforming. We also had $12.4 million in loans classified as performing TDRs for which we were still accruing interest at December 31, 2015, approximately the same level as performing TDRs at December 31, 2014. Notes 2 and 4 to the consolidated financial statements provide a more comprehensive disclosure of TDR balances and activity within recent periods.

 

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Non-accruing loan balances secured by real estate comprised $8.4 million of total nonperforming loans at December 31, 2015, down $10.7 million, or 56%, since December 31, 2014. The gross reduction in nonperforming real estate loans totaled $19.4 million during 2015, but reductions were partially offset by the migration of $8.7 million in real estate loans to non-accrual status. Nonperforming commercial loans declined by $111,000, or 14%, in 2015, ending the period at $710,000. Nonperforming consumer loans, which are largely unsecured, declined by $254,000, or 31%, to a balance of $572,000 at December 31, 2015.

 

As noted above, foreclosed assets were reduced by $798,000, or 20%, in 2015 due primarily to OREO sold, but write-downs on OREO contributed $221,000 to the reduction. Our foreclosed assets had an aggregate carrying value of $3.2 million at December 31, 2015, and were comprised of 16 properties classified as OREO and two mobile homes. At the end of 2014 foreclosed assets totaled $4.0 million, consisting of 24 properties classified as OREO and three mobile homes. All foreclosed assets are periodically evaluated and written down to their fair value less expected disposition costs, if lower than the then-current carrying value.

 

An action plan is in place for each of our non-accruing loans and foreclosed assets and they are all being actively managed. Collection efforts are continuously pursued for all nonperforming loans, but no assurance can be provided that they will be resolved in a timely manner or that nonperforming balances will not increase.

 

Allowance for Loan and Lease Losses

 

The allowance for loan and lease losses, a contra-asset, is established through a provision for loan and lease losses. It is maintained at a level that is considered adequate to absorb probable losses on specifically identified impaired loans, as well as probable incurred losses inherent in the remaining loan portfolio. Specifically identifiable and quantifiable losses are immediately charged off against the allowance; recoveries are generally recorded only when sufficient cash payments are received subsequent to the charge off. Note 2 to the consolidated financial statements provides a more comprehensive discussion of the accounting guidance we conform to and the methodology we use to determine an appropriate allowance for loan and lease losses.

 

The Company’s allowance for loan and lease losses was $10.4 million, or 0.92% of gross loans at December 31, 2015, relative to $11.2 million, or 1.16% of gross loans at December 31, 2014. The decline in the allowance in 2015 was facilitated by the fact that many loan charge-offs during the period were charged against loss reserves established in previous periods and therefore did not lead to the need for reserve replenishment. Moreover, while the lower allowance for loan and lease losses is not directionally consistent with the increase in outstanding loan balances, our need for an additional allowance was favorably impacted by loan growth occurring in portfolio segments with low historical loss rates, and credit quality improvement in the remainder of the performing loan portfolio. The ratio of the allowance to nonperforming loans was 108.19% at December 31, 2015, relative to 54.40% at December 31, 2014 and 31.21% at December 31, 2013. A separate allowance for potential losses inherent in unused commitments is included in other liabilities, and totaled $304,000 at December 31, 2015.

 

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The table that follows summarizes the activity in the allowance for loan and lease losses for the periods indicated:

 

Allowance for Loan and Lease Losses

(dollars in thousands)

 

   As of and for the years ended December 31, 
Balances:  2015   2014   2013   2012   2011 
Average gross loans and leases outstanding during period  $1,027,983   $859,981   $804,533   $789,333   $767,901 
Gross loans and leases held for investment  $1,132,856   $970,653   $803,242   $879,795   $757,591 
                          
Allowance for Loan and Lease Losses:                         
Balance at beginning of period  $11,248   $11,677   $13,873   $17,283   $21,138 
Provision charged to expense   -    350    4,350    14,210    12,000 
Charge-offs                         
Real Estate:                         
1-4 family residential construction   -    -    -    46    1,389 
Other Construction/Land   73    135    625    1,994    1,807 
1-4 Family - closed-end   224    431    454    1,763    795 
Equity Lines   92    828    1,131    1,234    1,776 
Multi-family residential   -    -    -    1,262    - 
Commercial RE- owner occupied   318    171    933    2,117    1,306 
Commercial RE - non-owner occupied   -    45    523    2,522    3,027 
Farmland   -    19    539    170    496 
TOTAL REAL ESTATE   707    1,629    4,205    11,108    10,596 
Agricultural   -    124    473    634    - 
Commercial and Industrial   395    625    1,668    4,468    3,637 
Mortgage Warehouse Lines   -    -    -    -    - 
Consumer Loans   1,738    1,837    1,917    2,568    2,754 
Total   2,840    4,215    8,263    18,778    16,987 
Recoveries                         
Real Estate:                         
1-4 family residential construction   -    38    -    7    133 
Other Construction/Land   117    702    174    61    38 
1-4 Family - closed-end   93    317    58    40    23 
Equity Lines   189    273    118    21    4 
Multi-family residential   -    -    36    -    - 
Commercial RE- owner occupied   106    504    60    104    71 
Commercial RE - non-owner occupied   246    79    172    12    148 
Farmland   -    -    -    57    1 
TOTAL REAL ESTATE   751    1,913    618    302    418 
Agricultural   81    6    -    -    - 
Commercial and Industrial   225    801    802    578    451 
Mortgage Warehouse Lines   -    -    -    -    - 
Consumer Loans   958    716    297    278    263 
Total   2,015    3,436    1,717    1,158    1,132 
Net loan charge offs (recoveries)   825    779    6,546    17,620    15,855 
Balance  $10,423   $11,248   $11,677   $13,873   $17,283 
                          
RATIOS                         
Net Loan and Lease Charge-offs to Average Loans and Leases   0.08%   0.09%   0.81%   2.23%   2.06%
Allowance for Loan and Lease Losses to Gross Loans and Leases at End of Period   0.92%   1.16%   1.45%   1.58%   2.28%
Allowance for Loan Losses to Non-Performing Loans   108.19%   54.40%   31.21%   26.13%   30.80%
Net Loan and Lease Charge-offs to Allowance for Loan Losses at End of Period   7.92%   6.93%   56.06%   127.01%   91.74%
Net Loan Charge-offs to Provision for Loan and Lease Losses   -    222.57%   150.48%   124.00%   132.13%

 

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As shown in the table above, the Company did not record a provision for loan and lease losses in 2015 but had a provision of $350,000 in 2014. There were net loan charge-offs of $825,000 in 2015, relative to $779,000 in 2014. Any shortfall in the allowance resulting from loan charge-offs, or a deficit identified pursuant to our analysis of remaining probable losses, is always covered by quarter-end. Our allowance for probable losses on specifically identified impaired loans was reduced by $1.536 million, or 28%, during 2015, due to the charge-off of losses against the allowance and the release of reserves subsequent to the resolution of certain non-performing loans. The allowance for probable losses inherent in non-impaired loans increased by $711,000, or 12%, during 2015 as a result of higher loan balances, as well as qualitative factor adjustments for the estimated impact of the drought and the drop in oil prices on credit quality. The “Provision for Loan and Lease Losses” section above includes additional details on our provision and its relationship to actual charge-offs.

 

Provided below is a summary of the allocation of the allowance for loan and lease losses for specific loan categories at the dates indicated. The allocation presented should not be viewed as an indication that charges to the allowance will be incurred in these amounts or proportions, or that the portion of the allowance allocated to a particular loan category represents the total amount available for charge-offs that may occur within that category.

 

Allocation of Allowance for Loan and Lease Losses

(dollars in thousands)

 

   As of December 31, 
   2015   2014   2013   2012   2011 
   Amount   %Total (1)
Loans
   Amount   %Total (1)
Loans
   Amount   %Total (1)
Loans
   Amount   %Total (1)
Loans
   Amount   %Total (1)
Loans
 
Real Estate  $4,783    68.68%  $6,243    72.55%  $5,544    71.94%  $8,034    62.04%  $8,260    76.19%
Agricultural   722    4.08%   986    2.86%   978    3.13%   258    2.56%   19    2.26%
Commercial and Industrial(2)   2,533    25.92%   1,944    22.64%   3,787    22.00%   3,467    32.12%   6,396    16.78%
Consumer Loans   1,263    1.32%   1,765    1.95%   1,117    2.93%   2,114    3.28%   2,608    4.77%
Unallocated   1,122    -    310    -    251    -    -    -    -    - 
Total  $10,423    100.00%  $11,248    100.00%  $11,677    100.00%  $13,873    100.00%  $17,283    100.00%

 

(1) Represents percentage of loans in category to total loans

(2) Includes mortgage warehouse lines

 

The Company’s allowance for loan and lease losses at December 31, 2015 represents management’s best estimate of probable losses in the loan portfolio as of that date, but no assurance can be given that the Company will not experience substantial losses relative to the size of the allowance. Furthermore, fluctuations in credit quality, changes in economic conditions, updated accounting or regulatory requirements, and/or other factors could induce us to augment or reduce the allowance.

 

Investments

 

The Company’s investments can at any given time consist of debt and marketable equity securities (together, the “investment portfolio”), investments in the time deposits of other banks, surplus interest-earning balances in our Federal Reserve Bank account, and overnight fed funds sold. Surplus FRB balances and fed funds sold to correspondent banks represent the temporary investment of excess liquidity. The Company’s investments serve several purposes: 1) they provide liquidity to even out cash flows from the loan and deposit activities of customers; 2) they provide a source of pledged assets for securing public deposits, bankruptcy deposits and certain borrowed funds which require collateral; 3) they constitute a large base of assets with maturity and interest rate characteristics that can be changed more readily than the loan portfolio, to better match changes in the deposit base and other funding sources of the Company; 4) they are another interest-earning option for surplus funds when loan demand is light; and 5) they can provide partially tax exempt income. Aggregate investments totaled $510 million, or 28% of total assets at December 31, 2015, compared to $514 million, or 31% of total assets at December 31, 2014.

 

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We had no fed funds sold at December 31, 2015 or 2014, but interest-bearing balances held at other banks increased slightly, to about $2 million at December 31, 2015, due to the timing of cash flows in our FRB account. The Company’s investment portfolio reflects a reduction of $4 million, or less than 1%, during 2015, ending the period with a book balance of $508 million. The Company carries investments at their fair market values. Although we currently have the intent and ability to hold our investment securities to maturity, the securities are all marketable and are classified as “available for sale” to allow maximum flexibility with regard to interest rate risk and liquidity management. The expected average life for all bonds in our investment portfolio was 3.9 years and their average effective duration was 2.5 years as of December 31, 2015, both up slightly relative to year-end 2014.

 

The following Investment Portfolio table reflects the amortized cost and fair market values for each primary category of investments for the past three years:

 

Investment Portfolio-Available for Sale

(dollars in thousands)

 

   As of December 31, 
   2015   2014   2013 
   Amortized Cost   Fair Market Value   Amortized Cost   Fair Market Value   Amortized Cost   Fair Market Value 
US Government Agencies  $28,801   $29,042   $26,959   $27,270   $5,395   $5,304 
Mortgage-backed securities   374,683    375,061    378,339    381,442    320,223    320,721 
State and political subdivisions   99,093    102,183    98,056    100,949    97,361    96,563 
Equity securities   575    1,296    1,210    2,222    1,336    2,456 
Total securities  $503,152   $507,582   $504,564   $511,883   $424,315   $425,044 

 

The net unrealized gain on our investment portfolio, or the difference between the fair market value and amortized cost, was $4.4 million at December 31, 2015, down from a net unrealized gain of $7.3 million at December 31, 2014 due to higher interest rates. The value of U.S. Government agency securities increased by $2 million, or 6%, during 2015, due to bond purchases net of sales and maturities. Mortgage-backed securities were down $6 million, or 2%, due prepayments and lower market values. Municipal bonds were up by $1 million, or 1%, since bond purchases offset the decline in market values. All newly purchased municipal bonds have strong underlying ratings, and all municipal bonds in our portfolio are evaluated quarterly for potential impairment. The market value of equity securities reflects a drop of $926,000, or 42%, for the year, since we sold certain of our investments for realized gains of $506,000.

 

Investment securities pledged as collateral for Federal Home Loan Bank of San Francisco (“FHLB”) borrowings, repurchase agreements, public deposits and other purposes as required or permitted by law totaled $180 million at December 31, 2015 and $141 million at December 31, 2014, leaving $326 million in unpledged debt securities at December 31, 2015 and $369 million at December 31, 2014. Securities pledged in excess of actual pledging needs and thus available for liquidity purposes, if necessary, totaled $57 million at December 31, 2015 and $25 million at December 31, 2014.

 

The investment maturities table below summarizes contractual maturities for the Company’s investment securities and their weighted average yields at December 31, 2015. The actual timing of principal payments may differ from remaining contractual maturities, because obligors may have the right to prepay certain obligations.

 

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Maturity and Yield of Available for Sale Investment Portfolio

(dollars in thousands)

 

   December 31, 2015 
   Within One Year   After One But Within Five
Years
   After Five Years But Within
Ten Years
   After Ten Years   Total 
   Amount   Yield   Amount   Yield   Amount   Yield   Amount   Yield   Amount   Yield 
US government agencies  $500    3.39%  $18,096    2.17%  $8,083    2.49%  $2,363    3.39%  $29,042    2.38%
Mortgage-backed securities   1,788    1.78%   358,917    2.02%   13,925    2.69%   431    1.58%   375,061    2.05%
State and political subdivisions   3,207    6.14%   18,853    6.02%   31,245    4.36%   48,878    4.12%   102,183    4.61%
Other equity securities   -    -    -    -    -    -    1,296    -    1,296    - 
                                                   
Total securities  $5,495        $395,866        $53,253        $52,968        $507,582      

 

Cash and Due from Banks

 

Cash on hand and non-interest bearing balances due from correspondent banks totaled $47 million, or 3% of total assets at December 31, 2015, and $48 million, or 3% of total assets at December 31, 2014. The actual balance of cash and due from banks at any given time depends on the timing of collection of outstanding cash items (checks), among other things, and is subject to significant fluctuation in the normal course of business. While cash flows are normally predictable within limits, those limits are fairly broad and the Company manages its short-term cash position through the utilization of overnight loans to and borrowings from correspondent banks, interest-earning deposits in and borrowings from the Federal Reserve Bank, and borrowings from the Federal Home Loan Bank. Should a large “short” overnight position persist for any length of time, the Company typically raises money through focused retail deposit gathering efforts or by adding brokered time deposits. If a “long” position is prevalent, the Company will let brokered deposits or other wholesale borrowings roll off as they mature, or might invest excess liquidity in higher-yielding, longer-term bonds. Because of frequent balance fluctuations, a more accurate gauge of cash management efficiency is the average balance for the period. Our $42 million average for non-earning cash and due from banks in 2015 is $3 million higher than the average for 2014, due primarily to cash on hand at the SCVB branches added in November 2014. The average is expected to increase again in 2016, due to cash needed for additional branches coming online during the course of the year.

 

Premises and Equipment

 

Premises and equipment are stated on our books at cost, less accumulated depreciation and amortization. The cost of furniture and equipment is expensed as depreciation over the estimated useful life of the related assets, and leasehold improvements are amortized over the term of the related lease or the estimated useful life of the improvements, whichever is shorter. The following premises and equipment table reflects the original cost, accumulated depreciation and amortization, and net book value of fixed assets by major category, for the years noted:

 

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Premises and Equipment

(dollars in thousands)

 

   As of December 31, 
   2015   2014   2013 
   Cost   Accumulated
Depreciation and
Ammortization
   Net Book Value   Cost   Accumulated
Depreciation and
Ammortization
   Net Book Value   Cost   Accumulated
Depreciation and
Ammortization
   Net Book Value 
Land  $3,019   $-   $3,019   $3,019   $-   $3,019   $2,607   $-   $2,607 
Buildings   16,398    8,523    7,875    16,348    8,105    8,243    15,818    7,689    8,129 
Furniture and equipment   18,166    12,936    5,230    18,397    13,919    4,478    17,829    14,487    3,342 
Leasehold improvements   11,049    5,367    5,682    10,850    4,784    6,066    10,536    4,226    6,310 
Construction in progress   184    -    184    47    -    47    5    -    5 
Total  $48,816   $26,826   $21,990   $48,661   $26,808   $21,853   $46,795   $26,402   $20,393 

 

Net premises and equipment increased by $137,000, or less than 1%, in 2015, due mainly to the capitalization of improvements at the SCVB branches less depreciation on all premises and equipment. The net book value of the Company’s premises and equipment was 1.2% of total assets at December 31, 2015 and 1.3% at December 31, 2014. Depreciation and amortization included in occupancy and equipment expense totaled $2.3 million in 2015, as compared to $2.1 million for 2014.

 

Other Assets

 

The Company’s goodwill and other intangible assets totaled $7.8 million at December 31, 2015, relative to $8.0 million at December 31, 2014. The decline during 2015 represents amortization of the core deposit intangible created by our acquisition of Santa Clara Valley Bank. The Company’s goodwill and other intangible assets are evaluated annually for potential impairment, and pursuant to that analysis management has determined that no impairment exists as of December 31, 2015.

 

The net cash surrender value of bank-owned life insurance increased to $44.1 million at December 31, 2015 from $43.0 million at December 31, 2014, due to the addition of BOLI income to the outstanding net cash surrender value during the course of the year. Refer to the “Non-Interest Revenue and Operating Expense” section above for a more detailed discussion of BOLI and the income it generates.

 

The line item for “other assets” on the Company’s balance sheet totaled $38.6 million at December 31, 2015, an increase of $1.1 million relative to $37.5 million at December 31, 2014. At year-end 2015, other assets included as its largest components a net deferred tax asset of $12.3 million, a $7.5 million investment in restricted stock, accrued interest receivable totaling $5.8 million, a $4.9 million investment in low-income housing tax credit funds, and a $1.4 million investment in a small business investment corporation. Restricted stock is comprised primarily of FHLB stock held in conjunction with our FHLB borrowings, and is not deemed to be marketable or liquid. Our net deferred tax asset is evaluated as of every reporting date pursuant to FASB guidance, and we have determined that no impairment exists.

 

Deposits

 

Deposits are another key balance sheet component impacting the Company’s net interest margin and other profitability metrics. Deposits provide liquidity to fund growth in earning assets, and the Company’s net interest margin is improved to the extent that growth in deposits is concentrated in less volatile and typically less costly non-maturity deposits such as demand deposit accounts, NOW accounts, savings accounts, and money market demand accounts. Information concerning average balances and rates paid by deposit type for the past three fiscal years is contained in the Distribution, Rate, and Yield table located in the previous section under Results of Operations–Net Interest Income and Net Interest Margin. A distribution of the Company’s deposits showing the balance and percentage of total deposits by type is presented for the noted periods in the following table:

 

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Deposit Distribution

(dollars in thousands)

 

   Year Ended December 31, 
   2015   2014   2013   2012   2011 
Interest Bearing Demand Deposits  $125,210   $110,840   $82,408   $84,655   $68,777 
Non-interest Bearing Demand Deposits   432,251    390,897    365,997    352,597    300,045 
NOW   306,630    275,494    200,313    196,771    187,155 
Savings   193,052    167,655    144,162    118,547    91,376 
Money Market   101,562    117,907    73,132    71,222    76,396 
CDAR's < $100,000   306    572    437    791    943 
CDAR's ≥ $100,000   13,803    10,727    12,919    14,274    17,119 
Customer Time deposit < $100,000   75,069    79,292    79,261    101,893    106,610 
Customer Time deposits ≥ $100,000   216,745    208,311    205,550    218,284    222,847 
Brokered Deposits   -    5,000    10,000    15,000    15,000 
Total Deposits  $1,464,628   $1,366,695   $1,174,179   $1,174,034   $1,086,268 
                          
Percentage of Total Deposits                         
Interest Bearing Demand Deposits   8.55%   8.11%   7.02%   7.21%   6.33%
Non-interest Bearing Demand Deposits   29.51%   28.60%   31.17%   30.03%   27.62%
NOW   20.94%   20.16%   17.06%   16.76%   17.23%
Savings   13.18%   12.27%   12.28%   10.10%   8.41%
Money Market   6.93%   8.63%   6.23%   6.07%   7.03%
CDAR's < $100,000   0.02%   0.04%   0.04%   0.07%   0.09%
CDAR's ≥ $100,000   0.94%   0.78%   1.10%   1.22%   1.58%
Customer Time deposit < $100,000   5.13%   5.80%   6.75%   8.68%   9.81%
Customer Time deposits > $100,000   14.80%   15.24%   17.50%   18.58%   20.52%
Brokered Deposits   -    0.37%   0.85%   1.28%   1.38%
Total   100.00%   100.00%   100.00%   100.00%   100.00%

 

Total deposit balances increased by $98 million, or 7%, during 2015 due to strong organic growth in core non-maturity deposits. Non-maturity deposits were up $96 million, or 9%, for the year. The growth in non-maturity deposits during 2015 occurred in transaction accounts, comprised of demand deposits and NOW accounts, which increased $87 million, or 11%, and savings deposits, which increased $25 million, or 15%. Money market deposits were down $16 million, or 14%, however, as there is not currently a significant rate advantage for customers in money market deposits versus more liquid interest-bearing demand accounts. Total time deposits were up $2 million, or 1%, due to a $20 million increase in our deposits from the State of California that was largely offset by a $5 million reduction in wholesale brokered deposits and runoff in other customer time deposits. Management is of the opinion that a relatively high level of core customer deposits is one of the Company’s key strengths and we continue to strive for deposit retention and growth, although no assurance can be provided with regard to future core deposit increases or runoff.

 

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The scheduled maturity distribution of the Company’s time deposits at the end of 2015 was as follows:

 

Deposit Maturity Distribution

(dollars in thousands)

 

   As of December 31, 2015 
   Three months   Three to six   Six to twelve   One to three   Over three     
   or less   months   months   years   years   Total 
CDAR's  $11,613   $1,347   $898   $251   $-   $14,109 
Time Certificates of Deposit < $100,000   44,046    14,432    11,504    3,285    1,802    75,069 
Other Time Deposits > $100,000   176,371    22,097    14,213    2,447    1,616    216,744 
Total  $232,030   $37,876   $26,615   $5,983   $3,418   $305,922 

 

Other Borrowings

 

The Company’s non-deposit borrowings may, at any given time, include fed funds purchased from correspondent banks, borrowings from the Federal Home Loan Bank, advances from the Federal Reserve Bank, securities sold under agreement to repurchase, and/or junior subordinated debentures. The Company uses short-term FHLB advances and fed funds purchased on uncommitted lines to support liquidity needs created by seasonal deposit flows, to temporarily satisfy funding needs from increased loan demand, and for other short-term purposes. The FHLB line is committed, but the amount of available credit depends on the level of pledged collateral.

 

Total non-deposit interest-bearing liabilities were up $55 million, or 89%, in 2015, due primarily to increased borrowings from the Federal Home Loan Bank to facilitate our strong loan growth. Overnight FHLB borrowings were $75 million at December 31, 2015, up from $18 million at December 31, 2014, while long-term borrowings totaled $2 million at December 31, 2015 relative to $6 million at December 31, 2014. Repurchase agreements were $9 million at December 31, 2015, up from $7 million at December 31, 2014. Repurchase agreements represent “sweep accounts”, where commercial deposit balances above a specified threshold are transferred at the close of each business day into non-deposit accounts secured by investment securities. We had no fed funds purchased and no advances from the FRB on our books at December 31, 2015 or December 31, 2014. The Company had junior subordinated debentures totaling $31 million at December 31, 2015 and December 31, 2014, in the form of long-term borrowings from trust subsidiaries formed specifically to issue trust preferred securities.

 

The details of the Company’s short-term borrowings are presented in the table below, for the years noted:

 

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   Short-term Borrowings

   (dollars in thousands)

 

   Year Ended December 31, 
   2015   2014   2013 
Repurchase Agreements               
Balance at December 31  $9,405   $7,251   $5,974 
Average amount outstanding   8,601    5,936    2,876 
Maximum amount outstanding at any month end   11,272    7,739    5,974 
Average interest rate for the year   0.41%   0.35%   0.45%
                
Fed funds purchased               
Balance at December 31  $-   $-   $- 
Average amount outstanding   6    12    2 
Maximum amount outstanding at any month end   335    -    - 
Average interest rate for the year   N/A    N/A    N/A 
                
FHLB advances               
Balance at December 31  $75,300   $18,200   $- 
Average amount outstanding   14,697    3,502    3,497 
Maximum amount outstanding at any month end   98,000    25,180    58,500 
Average interest rate for the year   0.21%   0.11%   0.17%

 

Other Non-Interest Bearing Liabilities

 

Other liabilities are principally comprised of accrued interest payable, other accrued but unpaid expenses, and certain clearing amounts. Other liabilities increased by $3 million, or 13%, in 2015, since a drop in our accrued liability for income taxes subsequent to tax payments and reductions in payables were more than offset by increases in other accrued liabilities.

 

Capital Resources

 

At December 31, 2015, the Company had total shareholders’ equity of $190.3 million, comprised of common stock, additional paid-in capital, retained earnings, and accumulated other comprehensive income. Total shareholders’ equity at the end of 2014 was $187.1 million. The net increase in total capital in 2015 came to only $3.2 million, since capital added via net earnings and stock option exercises was partially offset by stock repurchases totaling $8.0 million, dividends of $5.7 million, and a drop in accumulated other comprehensive income of $1.8 million. The decrease in accumulated other comprehensive income in 2015 represents the decline in the unrealized gain on our investment securities net of the tax effect.

 

The Company uses a variety of measures to evaluate its capital adequacy, including risk-based capital and leverage ratios that are calculated separately for the Company and the Bank. Management reviews these capital measurements on a quarterly basis and takes appropriate action to help ensure that they meet or surpass established internal and external guidelines. As permitted by the regulators for financial institutions that are not deemed to be “advanced approaches” institutions, the Company has elected to opt out of the Basel III requirement to include accumulated other comprehensive income in risk-based capital. The following table sets forth the Company’s and the Bank’s regulatory capital ratios as of the dates indicated:

 

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   December 31, 2015   December 31, 2014 
Sierra Bancorp          
Common Equity Tier 1 Capital to Risk-Weighted Assets   13.98%   n/a 
Tier 1 Capital to Risk-weighted Assets   16.17%   17.39%
Total Capital to Risk-weighted Assets   17.01%   18.44%
Tier 1 Capital to Adjusted Average Assets ("Leverage Ratio")   12.14%   12.99%
           
Bank of the Sierra          
Common Equity Tier 1 Capital to Risk-Weighted Assets   16.01%   n/a 
Tier 1 Capital to Risk-weighted Assets   16.01%   17.01%
Total Capital to Risk-weighted Assets   16.84%   18.02%
Tier 1 Capital to Adjusted Average Assets ("Leverage Ratio")   12.00%   12.72%

 

The drop in ratios 2015 is primarily the result of growth in risk-adjusted assets and the utilization of capital via stock repurchases. Despite declining ratios, as of the end of 2015 the Company and the Bank were both classified as “well capitalized,” the highest rating of the categories defined under the Bank Holding Company Act and the Federal Deposit Insurance Corporation Improvement Act of 1991, and its regulatory capital ratios were well above the median for peer financial institutions. We do not foresee any circumstances that would cause the Company or the Bank to be less than well capitalized, although no assurance can be given that this will not occur. For additional details on risk-based and leverage capital guidelines, requirements, and calculations and for a summary of changes to risk-based capital calculations which were recently approved by federal banking regulators, see “Item 1, Business – Supervision and Regulation – Capital Adequacy Requirements” and “Item 1, Business – Supervision and Regulation – Prompt Corrective Action Provisions” herein.

 

Liquidity and Market Risk Management

 

Liquidity

 

Liquidity refers to the Company’s ability to maintain cash flows that are adequate to fund operations and meet other obligations and commitments in a timely and cost-effective manner. Detailed cash flow projections are reviewed by Management on a monthly basis, with various scenarios applied to assess our ability to meet liquidity needs under adverse conditions. Liquidity ratios are also calculated and reviewed on a regular basis. While those ratios are merely indicators and are not measures of actual liquidity, they are closely monitored and we are focused on maintaining adequate liquidity resources to draw upon should unexpected needs arise.

 

The Company, on occasion, experiences cash needs as the result of loan growth, deposit outflows, asset purchases or liability repayments. To meet short-term needs, the Company can borrow overnight funds from other financial institutions, draw advances via Federal Home Loan Bank lines of credit, or solicit brokered deposits if deposits are not immediately obtainable from local sources. Availability on lines of credit from correspondent banks and the FHLB totaled $231 million at December 31, 2015. An additional $179 million in credit is available from the FHLB if the Company pledges sufficient additional collateral and maintains the required amount of FHLB stock. The Company is also eligible to borrow approximately $63 million at the Federal Reserve Discount Window, if necessary, based on pledged assets at December 31, 2015. Furthermore, funds can be obtained by drawing down the Company’s correspondent bank deposit accounts, or by liquidating unpledged investments or other readily saleable assets. In addition, the Company can raise immediate cash for temporary needs by selling under agreement to repurchase those investments in its portfolio which are not pledged as collateral. As of December 31, 2015, unpledged debt securities plus pledged securities in excess of current pledging requirements comprised $383 million of the Company’s investment balances, down slightly from $394 million at December 31, 2014. Other forms of balance sheet liquidity include but are not necessarily limited to any outstanding fed funds sold and vault cash. The Company has a higher level of actual balance sheet liquidity than might otherwise be the case, since we utilize a letter of credit from the FHLB rather than investment securities for certain pledging requirements. That letter of credit, which is backed by loans that are pledged to the FHLB by the Company, totaled $97 million at December 31, 2015. Management is of the opinion that available investments and other potentially liquid assets, along with the standby funding sources it has arranged, are more than sufficient to meet the Company’s current and anticipated short-term liquidity needs.

 

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The Company’s net loans to assets and available investments to assets ratios were 63% and 22%, respectively, at December 31, 2015, as compared to internal policy guidelines of “less than 78%” and “greater than 3%.” Other liquidity ratios reviewed periodically by management and the Board include net loans to total deposits and wholesale funding to total assets (including ratios and sub-limits for the various components comprising wholesale funding), which were well within policy guidelines at December 31, 2015. Despite the increase in loan balances in 2015, strong growth in core deposits and relatively high levels of potentially liquid investments have had a positive impact on our liquidity position in recent periods, although no assurance can be provided that our liquidity will continue at current robust levels.

 

The holding company’s primary uses of funds are ordinary operating expenses, shareholder dividends and stock repurchases, and its primary source of funds is dividends from the Bank since the holding company does not conduct regular banking operations. Management anticipates that the Bank will have sufficient earnings to provide dividends to the holding company to meet its funding requirements for the foreseeable future. Both the holding company and the Bank are subject to legal and regulatory limitations on dividend payments, as outlined in Item 5(c) Dividends in this Form 10-K.

 

Interest Rate Risk Management

 

Market risk arises from changes in interest rates, exchange rates, commodity prices and equity prices. The Company does not engage in the trading of financial instruments, nor does it have exposure to currency exchange rates. Our market risk exposure is primarily that of interest rate risk, and we have established policies and procedures to monitor and limit our earnings and balance sheet exposure to changes in interest rates. The principal objective of interest rate risk management is to manage the financial components of the Company’s balance sheet in a manner that will optimize the risk/reward equation for earnings and capital under a variety of interest rate scenarios.

 

To identify areas of potential exposure to interest rate changes, we utilize commercially available modeling software to perform earnings simulations and calculate the Company’s market value of portfolio equity under varying interest rate scenarios every month. The model imports relevant information for the Company’s financial instruments and incorporates management’s assumptions on pricing, duration, and optionality for anticipated new volumes. Various rate scenarios consisting of key rate and yield curve projections are then applied in order to calculate the expected effect of a given interest rate change on interest income, interest expense, and the value of the Company’s financial instruments. The rate projections can be shocked (an immediate and parallel change in all base rates, up or down), ramped (an incremental increase or decrease in rates over a specified time period), economic (based on current trends and econometric models) or stable (unchanged from current actual levels).

 

We use eight standard interest rate scenarios in conducting our rolling 12-month net interest income simulations: “stable,” upward shocks of 100, 200, 300 and 400 basis points, and downward shocks of 100, 200, and 300 basis points. Pursuant to policy guidelines, we typically attempt to limit the projected decline in net interest income relative to the stable rate scenario to no more than 5% for a 100 basis point (bp) interest rate shock, 10% for a 200 bp shock, 15% for a 300 bp shock, and 20% for a 400 bp shock. As of December 31, 2015 the Company had the following estimated net interest income sensitivity profile, without factoring in any potential negative impact on spreads resulting from competitive pressures or credit quality deterioration:

 

   Immediate Change in Rate 
   -300 bp   -200 bp   -100 bp   +100 bp   +200 bp   +300 bp   +400 bp 
Change in Net Int. Inc. (in $000’s)  $-18,357   $-12,827   $-6,784   $+1,409   $+3,234   $+5,068   $+6,432 
% Change   -27.60%   -19.29%   -10.20%   +2.12%   +4.86%   +7.62%   +9.67%

 

Our current simulations indicate that the Company has an asset-sensitive profile, meaning that net interest income increases with a parallel shift up in the yield curve but a drop in interest rates could have a negative impact. This profile is consistent with the Company’s relatively large balance of less rate-sensitive non-maturity deposits and large volume of variable-rate loans, which contribute to higher net interest income in rising rate scenarios and compression in net interest income in declining rate scenarios.

 

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If there were an immediate and sustained downward adjustment of 100 basis points in interest rates, all else being equal, net interest income over the next twelve months would likely be around $6.784 million lower than in a stable interest rate scenario, for a negative variance of 10.20%. The unfavorable variance increases when rates drop 200 or 300 basis points, due to the fact that certain deposit rates are already relatively low (on NOW accounts and savings accounts, for example), and will hit a natural floor of close to zero while non-floored variable-rate loan yields continue to drop. This effect is exacerbated by accelerated prepayments on fixed-rate loans and mortgage-backed securities when rates decline, although rate floors on some of our variable-rate loans partially offset other negative pressures. While we view further interest rate reductions as highly unlikely, the potential percentage drop in net interest income exceeds our internal policy guidelines in declining interest rate scenarios and we will continue to monitor our interest rate risk profile and take corrective action as deemed appropriate.

 

Net interest income would likely improve by $1.409 million, or 2.12%, if interest rates were to increase by 100 basis points relative to a stable interest rate scenario, with the favorable variance expanding the higher interest rates rise. The initial increase in rising rate scenarios will be limited to some extent by the fact that many of our variable-rate loans are currently at rate floors, resulting in a re-pricing lag while variable rates are increasing to floored levels, but the Company still appears well-positioned to benefit from an upward shift in the yield curve.

 

In addition to the net interest income simulations shown above, we run stress scenarios modeling the possibility of no balance sheet growth, the potential runoff of “surge” core deposits which flowed into the Company in the most recent economic cycle, and potential unfavorable movement in deposit rates relative to yields on earning assets. Even though net interest income will naturally be lower under static growth assumptions, the changes under declining and rising rates relative to a base case of flat rates are similar to the changes noted above for our standard projections. If a certain level of non-maturity deposit runoff is assumed, projected net interest income in declining rate and flat rate scenarios does not change materially relative to standard growth projections, but the benefit we would otherwise experience in rising rate scenarios is minimized. When unfavorable rate changes on deposits are factored into the model, net interest income remains relatively flat even in rising interest rate scenarios.

 

The economic value (or “fair value”) of financial instruments on the Company’s balance sheet will also vary under the interest rate scenarios previously discussed. The difference between the projected fair value of the Company’s financial assets and the fair value of its financial liabilities is referred to as the economic value of equity (“EVE”), and changes in EVE under different interest rate scenarios are effectively a gauge of the Company’s longer-term exposure to interest rate risk. Fair values for financial instruments are estimated by discounting projected cash flows (principal and interest) at projected replacement interest rates for each account type, while the fair value of non-financial accounts is assumed to equal their book value for all rate scenarios. An economic value simulation is a static measure utilizing balance sheet accounts at a given point in time, and the measurement can change substantially over time as the characteristics of the Company’s balance sheet evolve and interest rate and yield curve assumptions are updated.

 

The change in economic value under different interest rate scenarios depends on the characteristics of each class of financial instrument, including stated interest rates or spreads relative to current or projected market-level interest rates or spreads, the likelihood of principal prepayments, whether contractual interest rates are fixed or floating, and the average remaining time to maturity. As a general rule, fixed-rate financial assets become more valuable in declining rate scenarios and less valuable in rising rate scenarios, while fixed-rate financial liabilities gain in value as interest rates rise and lose value as interest rates decline. The longer the duration of the financial instrument, the greater the impact a rate change will have on its value. In our economic value simulations, estimated prepayments are factored in for financial instruments with stated maturity dates, and decay rates for non-maturity deposits are projected based on historical patterns and management’s best estimates. The table below shows estimated changes in the Company’s EVE as of December 31, 2015, under different interest rate scenarios relative to a base case of current interest rates:

 

   Immediate Change in Rate 
   -300 bp   -200 bp   -100 bp   +100 bp   +200 bp   +300 bp 
Change in EVE (in $000’s)  $-90,683   $-108,499   $-68,466   $+36,954   $+63,855   $+84,663 
          % Change   -23.43%   -28.03%   -17.69%   +9.55%   +16.50%   +21.87%

 

The table shows that our EVE will generally deteriorate in declining rate scenarios, but should benefit from a parallel shift upward in the yield curve. While still negative relative to the base case, we see a favorable swing in EVE as interest rates drop more than 200 basis points. This is due to the relative durations of our fixed-rate assets and liabilities, combined with the optionality inherent in our balance sheet. As noted previously, however, management is of the opinion that the potential for a significant rate decline is low. We also run stress scenarios for EVE to simulate the possibility of higher loan prepayment rates, unfavorable changes in deposit rates, and higher deposit decay rates. Model results are highly sensitive to changes in assumed decay rates for non-maturity deposits, in particular.

 

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

The information concerning quantitative and qualitative disclosures of market risk called for by Item 305 of Regulation S-K is included as part of Item 7 above. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Market Risk Management”.

 

Item 8. Financial Statements and Supplementary Data

 

The following financial statements and independent auditors’ reports listed below are included herein:

 

    Page
I. Report of Independent Registered Public Accounting Firm from Vavrinek, Trine, Day & Co., LLP 54
     
II. Consolidated Balance Sheets – December 31, 2015 and 2014 55
     
III. Consolidated Statements of Income – Years Ended December 31, 2015, 2014, and 2013 56
     
IV. Consolidated Statements of Comprehensive Income – Years Ended December 31, 2015, 2014, and 2013 57
     
V. Consolidated Statements of Changes in Shareholders’ Equity – Years Ended December 31, 2015, 2014, and 2013 58
     
VI. Consolidated Statements of Cash Flows – Years Ended December 31, 2015, 2014, and 2013 59
     
VII. Notes to Consolidated Financial Statements 61

 

 53 

 

 

Report of Independent Registered Public Accounting Firm

 

Board of Directors

Sierra Bancorp and Subsidiary

Porterville, California

 

We have audited the accompanying consolidated balance sheets of Sierra Bancorp and Subsidiary (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sierra Bancorp and Subsidiary as of December 31, 2015 and 2014, and the results of its operations, changes in its shareholders' equity, and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with generally accepted accounting principles in the United States of America.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2016 expressed an unqualified opinion thereon.

 

/s/ Vavrinek, Trine, Day & Co., LLP

 

Rancho Cucamonga, California

March 11, 2016

 

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SIERRA BANCORP AND SUBSIDIARY

 

CONSOLIDATED BALANCE SHEETS

 

December 31, 2015 and 2014

(dollars in thousands)

 

   2015   2014 
ASSETS          
Cash and due from banks  $46,627   $48,405 
Interest-bearing deposits in banks   1,996    1,690 
Cash and cash equivalents   48,623    50,095 
Securities available-for-sale   507,582    511,883 
Loans and leases:          
Gross loans and leases   1,132,856    970,653 
Allowance for loan and lease losses   (10,423)   (11,248)
Deferred loan and lease fees, net   2,169    1,651 
Net loans and leases   1,124,602    961,056 
Premises and equipment, net   21,990    21,853 
Foreclosed assets   3,193    3,991 
Goodwill   6,908    6,908 
Other intangible assets, net   930    1,064 
Company owned life insurance   44,140    42,989 
Other assets   38,569    37,481 
   $1,796,537   $1,637,320 
           
LIABILITIES AND SHAREHOLDERS' EQUITY          
Deposits:          
Non-interest bearing  $432,251   $390,897 
Interest bearing   1,032,377    975,798 
Total deposits   1,464,628    1,366,695 
Repurchase agreements   9,405    7,251 
Short-term borrowings   75,300    18,200 
Long-term borrowings   2,000    6,000 
Subordinated debentures   30,928    30,928 
Other liabilities   23,936    21,155 
Total liabilities   1,606,197    1,450,229 
           
Commitments and contingent liabilities (Note 12)          
           
Shareholders' equity          
Serial Preferred stock, no par value; 10,000,000 shares authorized; none issued          
Common stock, no par value; 24,000,000 shares authorized; 13,254,088 and 13,689,181 shares issued and outstanding in 2015 and 2014 respectively   62,404    64,153 
Additional paid-in capital   2,689    2,605 
Retained earnings   122,701    116,026 
Accumulated other comprehensive income, net of taxes of $1,846 in 2015 and $3,011 in 2014   2,546    4,307 
Total shareholders' equity   190,340    187,091 
   $1,796,537   $1,637,320 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

55 

 

  

SIERRA BANCORP AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF INCOME

 

Years Ended December 31, 2015, 2014 and 2013

(dollars in thousands, except per share data)

 

   2015   2014   2013 
Interest and dividend income               
Loans and leases, including fees  $51,512   $44,380   $44,030 
Taxable securities   8,192    7,653    4,899 
Tax-exempt securities   2,953    2,936    2,737 
Dividend income on securities   19    90    17 
Federal funds sold and other   31    62    102 
Total interest income   62,707    55,121    51,785 
Interest expense               
Deposits   1,785    2,064    2,455 
Short-term borrowings   66    25    19 
Long-term borrowings   13    4    33 
Subordinated debentures   717    703    714 
Total interest expense   2,581    2,796    3,221 
Net interest income   60,126    52,325    48,564 
Provision for loan and lease losses   -    350    4,350 
Net interest income after provision for loan and lease losses   60,126    51,975    44,214 
Non-interest income               
Service charges on deposits   9,399    8,275    9,022 
Gain on sale of loans   6    3    129 
Credit card fees   463    451    462 
Checkcard fees   4,234    3,908    3,749 
Net gains on sale of securities available-for-sale   666    667    6 
Increase in cash surrender value of life insurance   907    1,278    1,787 
Other income   2,040    1,249    1,908 
Total non-interest income   17,715    15,831    17,063 
Non-interest expense               
Salaries and employee benefits   24,871    22,926    21,920 
Occupancy and equipment   6,899    6,344    6,274 
Acquisition costs   101    2,070    - 
Other   18,832    15,035    16,621 
Total non-interest expense   50,703    46,375    44,815 
Income before income taxes   27,138    21,431    16,462 
Provision for income taxes   9,071    6,191    3,093 
Net income  $18,067   $15,240   $13,369 
Earnings per share               
Basic  $1.34   $1.09   $0.94 
Diluted  $1.33   $1.08   $0.94 
                
Weighted average shares outstanding, basic   13,460,605    14,001,958    14,155,927 
Weighted average shares outstanding, diluted   13,585,110    14,136,486    14,290,150 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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SIERRA BANCORP AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

Years Ended December 31, 2015, 2014 and 2013

(dollars in thousands)

 

   2015   2014   2013 
             
Net income  $18,067   $15,240   $13,369 
Other comprehensive income (loss), before tax:               
Unrealized gains on securities:               
Unrealized holding gain (loss) arising during period   (2,224)   7,257    (5,588)
Reclassification adjustment for gain (1)   included in net income   (666)   (667)   (6)
Other comprehensive income (loss), before tax   (2,890)   6,590    (5,594)
Income tax (expense) benefit related to items of other comprehensive income   1,129    (2,712)   2,303 
Total other comprehensive income (loss), net of tax   (1,761)   3,878    (3,291)
                
Comprehensive income  $16,306   $19,118   $10,078 

 

(1) Amounts are included in net gains on securities available-for-sale on the Consolidated Statements of Income in non-interest income. Income tax expense associated with the reclassification adjustment for the years ended 2015, 2014 and 2013 was $280 thousand, $274 thousand and $2 thousand respectively.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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SIERRA BANCORP AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

For the Three Years Ended December 31, 2015

(dollars in thousands, except per share data)

 

   Common Stock               
   Shares   Amount   Additional Paid In
Capital
    Retained Earnings   Accumulated Other
Comprehensive Income
    Shareholders' Equity 
                         
Balance, January 1, 2013   14,106,959   $64,384   $2,660   $103,128   $3,720   $173,892 
                               
Net Income                  13,369         13,369 
Other comprehensive loss, net of tax                       (3,291)   (3,291)
Exercise of stock options and related tax benefit   110,240    1,396    (280)             1,116 
Stock compensation costs             268              268 
Cash dividends - $.26 per share                  (3,680)        (3,680)
Balance, December 31, 2013   14,217,199    65,780    2,648    112,817    429    181,674 
                               
Net Income                  15,240         15,240 
Other comprehensive income, net of tax                       3,878    3,878 
Exercise of stock options and related tax benefit   95,330    1,300    (224)             1,076 
Stock compensation costs             181              181 
Stock repurchase   (623,348)   (2,927)        (7,256)        (10,183)
Cash dividends - $.34 per share                  (4,775)        (4,775)
Balance, December 31, 2014   13,689,181    64,153    2,605    116,026    4,307    187,091 
                               
Net Income                  18,067         18,067 
Other comprehensive loss, net of tax                       (1,761)   (1,761)
Exercise of stock options and related tax benefit   37,240    477    49              526 
Stock compensation costs             35              35 
Stock repurchase   (472,333)   (2,226)        (5,730)        (7,956)
Cash dividends - $.42 per share                  (5,662)        (5,662)
Balance, December 31, 2015   13,254,088   $62,404   $2,689   $122,701   $2,546   $190,340 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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SIERRA BANCORP AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

Years Ended December 31, 2015, 2014, and 2013

(dollars in thousands)

 

   2015   2014   2013 
Cash flows from operating activities:               
Net income  $18,067   $15,240   $13,369 
Adjustments to reconcile net income to net cash provided by operating activities:               
Gain on investment of securities   (666)   (667)   (6)
Gain on sales of loans   (6)   (3)   (129)
Loss (gain) on disposal of fixed assets   62    (4)   (15)
(Gain) loss on sale of foreclosed assets   (259)   (2,253)   223 
Writedown of foreclosed assets   221    452    730 
Share-based compensation expense   35    181    268 
Provision for loan losses   -    350    4,350 
Depreciation and amortization   2,272    2,107    2,131 
Net amortization on securities premiums and discounts   6,932    6,607    8,177 
Decrease in unearned net loan fees   518    129    366 
Increase in cash surrender value of life insurance policies   (1,151)   (1,475)   (1,417)
Proceeds from sales of loans   323    108    5,459 
Originations of loans held for sale   (317)   -    (5,225)
Decrease  in interest receivable and other assets   1,219    5,884    2,225 
Increase in other liabilities   758    3,453    1,514 
Deferred income tax provision (benefit)   1,629    (1,151)   2,360 
Excess tax provision (benefit) from equity based compensation   146    (224)   (280)
Net cash provided by operating activities   29,783    28,734    34,100 
Cash flows from investing activities:               
Maturities of securities available for sale   580    1,620    1,724 
Proceeds from sales/calls of securities available for sale   39,831    29,452    4,135 
Purchases of securities available for sale   (136,459)   (150,515)   (160,251)
Principal paydowns on securities available for sale   91,193    77,442    95,772 
Net (purchases) redemption of FHLB stock   (504)   (190)   438 
(Increase) decrease in loans receivable, net   (165,061)   (107,734)   64,868 
Purchases of premises and equipment, net   (2,530)   (2,379)   (667)
Proceeds from sales of foreclosed assets   1,833    6,854    15,023 
Proceeds from sales of fixed assets   59    4    - 
Cash acquired in bank acquisition   -    514    - 
Net cash used in investing activities   (171,058)   (144,932)   21,042 
Cash flows from financing activities:               
Increase in deposits   97,933    84,244    145 
Increase (decrease) in borrowed funds   53,100    16,200    (41,650)
Increase in repurchase agreements   2,154    1,277    4,555 
Cash dividends paid   (5,662)   (4,775)   (3,680)
Repurchases of common stock   (7,956)   (10,183)   - 
Stock options exercised   380    1,300    1,396 
Excess tax (benefit) provision from equity based compensation   (146)   224    280 
Net cash provided by financing activities   139,803    88,287    (38,954