UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
JuneSeptember 30, 2023

 

 

TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO ___________

 

COMMISSION FILE NUMBER: 000-49883

 

PLUMAS BANCORP

(Exact Name of Registrant as Specified in Its Charter)

 

California

75-2987096

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

 

 

5525 Kietzke Lane, Suite 100, Reno, Nevada

89511

(Address of Principal Executive Offices)

(Zip Code)

 

 

Registrant’s Telephone Number, Including Area Code (775) 786-0907

 

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. Yes  ☒   No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act:

 

Large Accelerated Filer ☐    Accelerated Filer ☐     Non-Accelerated Filer ☐     Smaller Reporting Company ☒    Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐  No ☒

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

Title of Each Class:

Trading Symbol

Name of Each Exchange on which Registered:

Common Stock, no par value

PLBC

The NASDAQ Stock Market LLC

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of August 7,November 8, 2023: 5,866,0485,870,223 shares.

 

 

 

 

 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

PLUMAS BANCORP AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share data)

 

 

June 30,

 

December 31,

  

September 30,

 

December 31,

 
 

2023

  

2022

  

2023

  

2022

 
  

Assets

            

Cash and cash equivalents

 $91,765  $183,426  $90,567  $183,426 

Investment securities available for sale, net of allowance for credit losses of $0

 468,920  444,703  438,265  444,703 

Loans held for sale

 384 2,301  - 2,301 

Loans, less allowance for credit losses of $13,385 at June 30, 2023 and $10,717 at December 31, 2022

 924,666  903,968 

Loans, less allowance for credit losses of $12,947 at September 30, 2023 and $10,717 at December 31, 2022

 948,719  903,968 

Other real estate owned

 83  -  440  - 

Premises and equipment, net

 19,377  18,100  19,064  18,100 

Bank owned life insurance

 15,902  16,020  16,006  16,020 

Goodwill

 5,502 5,502  5,502 5,502 

Accrued interest receivable and other assets

  46,386   47,024   54,311   47,024 

Total assets

 $1,572,985  $1,621,044  $1,572,874  $1,621,044 
  

Liabilities and Shareholders’ Equity

            
  

Deposits:

          

Non-interest bearing

 $716,438  $766,549  $736,683  $766,549 

Interest bearing

  678,722   691,260   665,803   691,260 

Total deposits

 1,395,160  1,457,809  1,402,486  1,457,809 

Repurchase agreements

 20,464  18,624  16,145  18,624 

Accrued interest payable and other liabilities

 18,803  15,297  24,318  15,297 

Other borrowings

 10,000 -  10,000 - 

Junior subordinated deferrable interest debentures

  -   10,310   -   10,310 

Total liabilities

  1,444,427   1,502,040   1,452,949   1,502,040 
  

Commitments and contingencies (Note 5)

              
  

Shareholders’ equity:

          

Common stock, no par value; 22,500,000 shares authorized; issued and outstanding – 5,864,448 shares at June 30, 2023 and 5,850,216 at December 31, 2022

 27,739  27,372 

Common stock, no par value; 22,500,000 shares authorized; issued and outstanding – 5,868,423 shares at September 30, 2023 and 5,850,216 at December 31, 2022

 27,896  27,372 

Retained earnings

 139,191  128,388  145,694  128,388 

Accumulated other comprehensive loss, net

  (38,372)  (36,756)  (53,665)  (36,756)

Total shareholders’ equity

  128,558   119,004   119,925   119,004 

Total liabilities and shareholders’ equity

 $1,572,985  $1,621,044  $1,572,874  $1,621,044 

 

See notes to unaudited condensed consolidated financial statements.

 

 


 

 

PLUMAS BANCORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

 

 

For the Three Months Ended

 

For the Six Months Ended

  

For the Three Months Ended

 

For the Nine Months Ended

 
 

June 30,

  

June 30,

  

September 30,

  

September 30,

 
 

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

 

Interest Income:

                

Interest and fees on loans

 $13,388  $10,992  $26,041  $21,302  $14,273  $11,637  $40,314  $32,933 

Interest and fees on loans held for sale

 5  123  46  429  3  50  49  485 

Interest on investment securities

 3,865  1,941  7,593  3,473  3,811  2,552  11,404  6,024 

Other

  965   661   2,330   829   955   1,766   3,286   2,595 

Total interest income

 18,223  13,717  36,010  26,033  19,042  16,005  55,053  42,037 

Interest Expense:

                

Interest on deposits

 864  183  1,331  377  1,180  183  2,511  561 

Interest on junior subordinated deferrable interest debentures

 -  90  141  179  -  89  141  267 

Other

  120   16   150   34   123   17   273   50 

Total interest expense

  984   289   1,622   590   1,303   289   2,925   878 

Net interest income before provision for credit losses

 17,239  13,428  34,388  25,443  17,739  15,716  52,128  41,159 

Provision for Credit Losses

  1,350   400   2,875   700   (200)  300   2,675   1,000 

Net interest income after provision for credit losses

  15,889   13,028   31,513   24,743   17,939   15,416   49,453   40,159 

Non-Interest Income:

                

Interchange revenue

 824  853  1,539  1,615  919  864  2,458  2,478 

Service charges

 694  604  1,313  1,170  737  666  2,051  1,835 

(Loss) gain on sale of loans

 (11) 634  219  2,335 

Gain on sale of loans

 14  353  234  2,688 

Gain on termination of swaps

 - - 1,707 -  - - 1,707 - 

Other

  636   573   1,290   1,194   643   671   1,930   1,867 

Total non-interest income

  2,143   2,664   6,068   6,314   2,313   2,554   8,380   8,868 

Non-Interest Expenses:

                

Salaries and employee benefits

 4,866  4,238  9,933  8,320  5,114  4,380  15,047  12,700 

Occupancy and equipment

 1,253  1,111  2,593  2,248  1,352  1,220  3,945  3,468 

Other

  2,979   2,684   5,797   5,139   2,976   2,598   8,772   7,736 

Total non-interest expenses

  9,098   8,033   18,323   15,707   9,442   8,198   27,764   23,904 

Income before provision for income taxes

 8,934  7,659  19,258  15,350  10,810  9,772  30,069  25,123 

Provision for Income Taxes

  2,274   1,979   4,973   3,953   2,840   2,544   7,814   6,497 

Net income

 $6,660  $5,680  $14,285  $11,397  $7,970  $7,228  $22,255  $18,626 
  

Basic earnings per share

 $1.14  $0.97  $2.44  $1.95  $1.36  $1.24  $3.80  $3.19 

Diluted earnings per share

 $1.12  $0.96  $2.41  $1.93  $1.34  $1.23  $3.75  $3.15 

 

See notes to unaudited condensed consolidated financial statements.

 


 

 

PLUMAS BANCORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

 

 

For the Three Months Ended

 

For the Six Months Ended

  

For the Three Months Ended

 

For the Nine Months Ended

 
 

June 30,

  

June 30,

  

September 30,

  

September 30,

 
 

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

 
  

Net income

 $6,660  $5,680  $14,285  $11,397  $7,970  $7,228  $22,255  $18,626 

Other comprehensive loss:

  

Change in net unrealized loss on securities

 (7,936) (17,117) (291) (40,466) (21,712) (23,356) (22,003) (63,822)

Change in unrealized gain on cash flow hedge

 -  361  (295) 1,017  -  489  (295) 1,506 

Less: reclassification adjustments for net gain included in net income

  -   -   (1,707)  -   -   -   (1,707)  - 

Net unrealized holding loss

 (7,936) (16,756) (2,293) (39,449) (21,712) (22,867) (24,005) (62,316)

Related tax effect:

  

Change in net unrealized loss on securities

 2,346  5,060  85  11,962  6,418  6,904  6,504  18,866 

Change in unrealized gain on cash flow hedge

 -  (107) 87  (300) -  (145) 87  (445)

Reclassification of gain included in net income

 - - 505 -  - - 505 - 

Income tax effect

  2,346   4,953   677   11,662   6,418   6,759   7,096   18,421 

Other comprehensive loss

  (5,590)  (11,803)  (1,616)  (27,787)  (15,294)  (16,108)  (16,909)  (43,895)

Total comprehensive income (loss)

 $1,070  $(6,123) $12,669  $(16,390) $(7,324) $(8,880) $5,346  $(25,269)

 

See notes to unaudited condensed consolidated financial statements.

 


 

 

PLUMAS BANCORP AND SUBSIDIARY 

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY 

(in thousands, except shares)

 

 

Common Stock

 

Retained

 

Accumulated Other Comprehensive Income (loss)

 

Total Shareholders’

  

Common Stock

 

Retained

 

Accumulated Other Comprehensive Income (loss)

 

Total Shareholders’

 
 

Shares

  

Amount

  

Earnings

  

(Net of Taxes)

  

Equity

  

Shares

  

Amount

  

Earnings

  

(Net of Taxes)

  

Equity

 
                      

Balance, December 31, 2021

 5,816,991  $26,801  $105,681  $1,600  $134,082  5,816,991  $26,801  $105,681  $1,600  $134,082 

Net Income

    11,397   11,397      18,626    18,626 

Other comprehensive loss

     (27,787) (27,787)       (43,895) (43,895)

Cash dividends on common stock

    (1,866)  (1,866)     (2,802)   (2,802)

Issuance of restricted shares

 1,650       - 

Exercise of stock options and tax effect

 27,575  215    215  30,075  277      277 

Stock-based compensation expense

      117         117       162           162 

Balance, June 30, 2022

  5,844,566  $27,133  $115,212  $(26,187) $116,158 

Balance, September 30, 2022

  5,848,716  $27,240  $121,505  $(42,295) $106,450 
                      

Balance, December 31, 2022

 5,850,216  $27,372  $128,388  $(36,756) $119,004  5,850,216  $27,372  $128,388  $(36,756) $119,004 

Cumulative change from adoption of ASU 2016-13

    (554)  (554)     (554)   (554)

Net Income

    14,285   14,285      22,255    22,255 

Other comprehensive loss

     (1,616) (1,616)       (16,909) (16,909)

Cash dividends on common stock

    (2,928)  (2,928)     (4,395)   (4,395)

Termination of restricted shares

 (825)       - 

Exercise of stock options and tax effect

 14,232  168    168  19,032  261      261 

Stock-based compensation expense

      199         199       263           263 

Balance, June 30, 2023

  5,864,448  $27,739  $139,191  $(38,372) $128,558 

Balance, September 30, 2023

  5,868,423  $27,896  $145,694  $(53,665) $119,925 

 

See notes to unaudited condensed consolidated financial statements.  

 

 


 

 

PLUMAS BANCORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

 

For the Six Months Ended

  

For the Nine Months Ended

 
 

June 30,

  

September 30,

 
 

2023

  

2022

  

2023

  

2022

 

Cash Flows from Operating Activities:

            

Net income

 $14,285  $11,397  $22,255  $18,626 

Adjustments to reconcile net income to net cash provided by operating activities:

          

Provision for credit losses

 2,875  700  2,675  1,000 

Change in deferred loan origination costs/fees, net

 (249) (1,530) (446) (2,188)

Depreciation and amortization

 778  911  1,221  1,412 

Stock-based compensation expense

 199  117  263  162 

Amortization of investment security premiums

 639  548  953  860 

Accretion of investment security discounts

 (393) (65) (582) (184)

(Gain) loss on sale of other vehicles

 (10) 39  (10) 54 

Gain on sale of loans held for sale

 (219) (2,335) (234) (2,688)

Loans originated for sale

 (1,361) (14,189) (1,188) (22,536)

Proceeds from loan sales

 5,338  42,152  5,739  53,619 

Earnings on bank-owned life insurance

 (204) (187) (313) (281)

Decrease in accrued interest receivable and other assets

 804  2,671 

(Increase) decrease in accrued interest receivable and other assets

 (1,030) 3,804 

Increase (decrease) in accrued interest payable and other liabilities

  2,923   (2,262)  8,513   (1,240)

Net cash provided by operating activities

  25,405   37,967   37,816   50,420 
  

Cash Flows from Investing Activities:

            

Proceeds from principal repayments from available-for-sale mortgage-backed securities

 15,514  15,504  24,082  23,153 

Proceeds from matured and called available-for-sale securities

 1,135  470  1,385  470 

Purchases of available-for-sale securities

 (41,403) (116,198) (41,403) (165,385)

Purchase of FHLB stock

 (1,270) (514) (1,270) (514)

Purchase of FRB stock

 (4) (4) (6) (5)

Net increase in loans

 (25,883) (23,237) (49,922) (17,996)

Proceeds from sale of OREO

 - 113  - 113 

Proceeds from sale of other vehicles

 337  346  388  445 

Proceeds from bank owned life insurance

 322 -  322 215 

Purchase of premises and equipment

  (1,935)  (2,461)  (2,005)  (2,720)

Net cash used in investing activities

  (53,187)  (125,981)  (68,429)  (162,224)

 

Continued on next page.

 


 

PLUMAS BANCORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

(Continued)

 

 

For the Six Months Ended

  

For the Nine Months Ended

 
 

June 30,

  

September 30,

 
 

2023

  

2022

  

2023

  

2022

 

Cash Flows from Financing Activities:

            

Net (decrease) increase in demand, interest bearing and savings deposits

 $(104,786) $37,428  $(96,444) $81,184 

Net increase (decrease) in time deposits

 42,137  (3,825) 41,121  (8,987)

Net increase (decrease) in securities sold under agreements to repurchase

 1,840  (6,865)

Net decrease in securities sold under agreements to repurchase

 (2,479) (4,328)

Cash dividends paid on common stock

 (2,928) (1,866) (4,395) (2,802)

Redemption of Trust Preferred Securities

 (10,310) -  (10,310) - 

Increase in other borrowings

 10,000 -  10,000 - 

Proceeds from exercise of stock options

  168   215   261   277 

Net cash (used in) provided by financing activities

  (63,879)  25,087   (62,246)  65,344 

Decrease in cash and cash equivalents

 (91,661) (62,927) (92,859) (46,460)

Cash and Cash Equivalents at Beginning of Year

  183,426   380,584   183,426   380,584 

Cash and Cash Equivalents at End of Period

 $91,765  $317,657  $90,567  $334,124 
  

Supplemental Disclosure of Cash Flow Information:

            

Cash paid during the period for:

          

Interest expense

 $1,292  $593  $2,224  $885 

Income taxes

 $26 $3,009  $26 $4,215 
  

Non-Cash Investing Activities:

            

Real estate and vehicles acquired through foreclosure

 $410  $378  $440  $470 
  

Non-Cash Financing Activities:

            

Common stock retired in connection with the exercise of stock options

 $154  $84  $154  $84 

 

See notes to unaudited condensed consolidated financial statements.  

 


 

PLUMAS BANCORP AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

1. THE BUSINESS OF PLUMAS BANCORP

 

During 2002, Plumas Bancorp (the "Company") was incorporated as a bank holding company for the purpose of acquiring Plumas Bank (the "Bank") in a one bank holding company reorganization. This corporate structure gives the Company and the Bank greater flexibility in terms of operation, expansion and diversification. The Company formed Plumas Statutory Trust I ("Trust I") for the sole purpose of issuing trust preferred securities on September 26, 2002. The Company formed Plumas Statutory Trust II ("Trust II") for the sole purpose of issuing trust preferred securities on September 28, 2005. In March 2023 the Trusts were dissolved. Plumas Bancorp's Principal Executive Office is located in Reno, Nevada.

 

The Bank operates thirteen branches in California, including branches in Alturas, Chester, Chico, Fall River Mills, Greenville, Kings Beach, Portola, Quincy, Redding, Susanville, Tahoe City,  Truckee and Yuba City. The Bank's newest branch was opened in April 2023 and is located in Chico, California. The Bank’s administrative headquarters are in Quincy, California. In December 2015 the Bank opened a branch in Reno, Nevada, its first branch outside of California, and in 2018 the Bank purchased a branch located in Carson City, Nevada. In addition, the Bank operates a lending office specializing in government-guaranteed lending in Auburn, California, and a commercial/agricultural lending office in Klamath Falls, Oregon. The Bank's primary source of revenue is generated from providing loans to customers who are predominately small and middle market businesses and individuals residing in the surrounding areas.

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Consolidation and Basis of Presentation

 

The consolidated financial statements include the accounts of the Company and the consolidated accounts of its wholly-owned subsidiary, Plumas Bank. All significant intercompany balances and transactions have been eliminated.

 

Plumas Statutory Trust I and Trust II are not consolidated into the Company's consolidated financial statements and, accordingly, are accounted for under the equity method. The Company's investment in Trust I of $374,000 and Trust II of $188,000 are included in accrued interest receivable and other assets on the consolidated balance sheet at December 31, 2022. The junior subordinated deferrable interest debentures issued and guaranteed by the Company and held by Trust I and Trust II are reflected as debt on the consolidated balance sheet at December 31, 2022.  In March 2023 the Company redeemed the debentures and the Trusts were dissolved.

 

The accounting and reporting policies of Plumas Bancorp and subsidiary conform with accounting principles generally accepted in the United States of America and prevailing practices within the banking industry. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company’s financial position at JuneSeptember 30, 2023 and the results of its operations and its cash flows for the three and sixnine-month periods. Our condensed consolidated balance sheet at December 31, 2022 is derived from audited financial statements.

 

The unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting on Form 10-Q. Accordingly, certain disclosures normally presented in the notes to the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. The Company believes that the disclosures are adequate to make the information not misleading. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 2022 Annual Report to Shareholders on Form 10-K. The results of operations for the three and sixnine-month periods ended JuneSeptember 30, 2023, may not necessarily be indicative of future operating results. In preparing such financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the periods reported. Actual results could differ significantly from those estimates.

 

Segment Information

 

Management has determined that since all of the banking products and services offered by the Company are available in each branch of the Bank, all branches are located within the same economic environment and management does not allocate resources based on the performance of different lending or transaction activities, it is appropriate to aggregate the Bank branches and report them as a single operating segment. No customer accounts for more than 10 percent of revenues for the Company or the Bank.

 

7

 

Allowance for Credit Losses - Loans

 

The allowance for credit losses (ACL) is a valuation account that is deducted from the loan's amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the recorded loan balance is confirmed as uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Regardless of the determination that a charge-off is appropriate for financial accounting purposes, the Company manages its loan portfolio by continually monitoring, where possible, a borrower's ability to pay through the collection of financial information, delinquency status, borrower discussion and the encouragement to repay in accordance with the original contract or modified terms, if appropriate.

 

Management estimates the allowance balance using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Company identified and accumulated loan cohort historical loss data beginning with the first quarter of 2004 and through the current period. In situations where the Company's actual loss history was not statistically relevant, the loss history of peers, defined as financial institutions with assets greater than seven hundred and fifty million and less than three billion, were utilized to create a minimum loss rate.  In its loss forecasting framework, the Company incorporates forward-looking information through the use of macroeconomic scenarios applied over the forecasted life of the assets. These macroeconomic scenarios incorporate variables that have historically been key drivers of increases and decreases in credit losses. These variables include, but are not limited to changes in environmental conditions, such as California unemployment rates, California Housing Prices, California gross domestic product, California Retail Trade Earnings and Wall Street Journal Prime Rate.

 

A loan is considered to be collateral dependent when repayment is expected to be provided substantially through the operation or sale of the collateral. The ACL on collateral dependent loans is measured using the amortized cost basis of the financial asset less the fair value of the underlying collateral, adjusted for costs to sell when applicable.  If the value of underlying collateral is determined to be less than the recorded amount of the loan, a specific reserve for that loan is recorded. If the Company determines that the loss represented by the specific reserve is uncollectable it records a charge-off for the uncollectable portion.

 

The Company has identified the following portfolio segments to evaluate and measure the allowance for credit loss:

 

Commercial: Primarily based on the cash flow of the borrower, and secondarily on the underlying collateral provided by the borrower. A borrower's cash flow may be unpredictable, and collateral securing these loans may fluctuate in value. Most often, collateral includes accounts receivable, inventory, or equipment. Collateral securing these loans may depreciate over time, may be difficult to appraise, may be illiquid and may fluctuate in value based on the success of the business. Actual and forecast changes in California gross domestic product paired with California unemployment are believed to be corollary to losses associated with these credits.

 

Agricultural: Loans secured by farmland represent unique risks that are associated with the operation of an agricultural business. The valuation of farmland can vary greatly over time based on the property's access to resources including but not limited to water, crop prices, foreign exchange rates, government regulation or restrictions, and the nature of ongoing capital investment needed to maintain the quality of the property. Loans secured by crop production, and livestock are especially vulnerable to two risk factors that are largely outside the control of Company and borrowers: commodity prices and weather conditions.

 

Real estate - residential: The most significant drivers of potential loss within the Company's residential real estate portfolio relate to general, regional, or individual changes in economic conditions and their effect on employment and borrowers cash flow. Risk in this portfolio is best measured by changes in borrower credit score and loan-to-value. Loss estimates are based on economic outlook and its effects on employment and the value of homes and the Bank’s historical loss experience adjusted to reflect the economic outlook and the unemployment rate.

 

Real estate - commercial: These credits are primarily susceptible to changes in the financial condition of the business operated by the property owner. This may be driven by changes in, among other things, industry challenges, factors unique to the operating geography of the borrower, change in the individual fortunes of the business owner, general economic conditions and changes in business cycles. When default is driven by issues related specifically to the business owner, collateral values tend to provide better repayment support and may result in little or no loss. Alternatively, when default is driven more by general economic conditions, the underlying collateral may have devalued more and thus result in larger losses in the event of default. The terms on these loans at origination typically have maturities from ten to twenty-five years with amortization periods from five to thirty years.

 

Construction: While secured by real estate, construction loans represent a greater level of risk than term real estate loans due to the nature of the additional risks associated with not only the completion of construction within an estimated time period and budget, but also the need to either sell the building or reach a level of stabilized occupancy sufficient to generate the cash flows necessary to support debt service and operating costs. The Company seeks to mitigate the additional risks associated with construction lending by requiring borrowers to comply with lower loan to value ratios and additional covenants as well as strong tertiary support of guarantors. The loss forecasting model applies the historical rate of loss for similar loans over the expected construction life of the asset as adjusted for macroeconomic factors.

 

Home equity lines of credit (HELOC): Similar to residential real estate term loans, HELOC performance is also primarily driven by borrower cash flows based on employment status. However, HELOCs carry additional risks associated with the fact that most of these loans are secured by a deed of trust in a position that is junior to the primary lien holder. Furthermore, there is the risk that as the borrower's financial strength deteriorates, the outstanding balance on these credit lines may increase as they may only be canceled by the Company if certain limited criteria are met. In addition to the allowance for credit losses maintained as a percent of the outstanding loan balance, the Company maintains additional reserves for the unfunded portion of the HELOC.

 

Automobile: Automobile loans are susceptible to three primary risks: non-payment due to income loss, over-extension of credit and, when the borrower is unable to pay, shortfall in collateral value, if any. Typically, non-payment is due to loss of job and will follow general economic trends in the marketplace driven primarily by rises in the unemployment rate. Loss of collateral value can be due to market demand shifts, damage to collateral itself or a combination of those factors.

 

Other: Other loans primarily consist of consumer loans which are similar in nature to automobile loans and overdrafts.

 

Unfunded commitments: The estimated credit losses associated with these unfunded lending commitments are calculated using the same models and methodologies noted above and incorporate utilization assumptions at time of default. The reserve for unfunded commitments is maintained on the balance sheet in other liabilities.

 

8

 

Reclassification

 

Some items in the prior year consolidated financial statements were reclassified to conform to the current presentation.  Reclassifications had no effect on prior year net income or shareholders' equity.

 

Accounting Standards Adopted in 2023

 

On January 1, 2023, the Company adopted ASU 2016-03 Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology. This is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized costs, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in certain leases. In addition, ASC 326 made changes to the accounting for available for sale debt securities. 

 

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for the reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration (PCD) that were previously classified as purchased credit impaired (PCI) and accounted for under ASC 310-30. In accordance with the Standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. The remaining noncredit discount (based on the adjusted amortized costs basis) will be accreted into interest income at the effective interest rate as of adoption. The Company recognized an increase in the ACL for loans totaling $529,000, as a cumulative effect adjustment from change in accounting policies, with a corresponding decrease in retained earnings, net of $156,000 in taxes.  Additionally, the Company recognized an increase in the reserve for unfunded commitments of $257,000, as a cumulative effect adjustment from change in accounting policies, with a corresponding decrease in retained earnings, net of $76,000 in taxes.

 

On January 1, 2023, the Company adopted ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial ReportingThe ASU provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For transactions that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered "minor" so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides numerous optional expedients for derivative accounting. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The ASU 2022-06 deferred the sunset date of ASU 2020-04 to December 2024. Once elected for a Topic or an Industry Subtopic within the Codification, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The adoption of the ASU provisions did not have a significant impact on the Company’s consolidated financial statements as the Company has an insignificant number of financial instruments applicable to this ASU.

 

On January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The ASU eliminates the recognition and measurement guidance for troubled debt restructurings and requires enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. This ASU also requires enhanced disclosure for loans that have been charged off.  The adoption of the ASU provisions did not have a significant impact on the Company’s consolidated financial statements.

9

 
 

 

 

3.   INVESTMENT SECURITIES AVAILABLE FOR SALE

 

The amortized cost and estimated fair value of investment securities at JuneSeptember 30, 2023 and December 31, 2022 consisted of the following, in thousands:

 

Available-for-Sale

 

June 30, 2023

  

September 30, 2023

 
   

Gross

 

Gross

      

Gross

 

Gross

   
 

Amortized

 

Unrealized

 

Unrealized

 

Fair

  

Amortized

 

Unrealized

 

Unrealized

 

Fair

 
 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 

Debt securities:

                  

U.S. Treasury securities

 $9,963 $- $(229) $9,734  $9,970 $- $(174) $9,796 

U.S. Government-sponsored agencies collateralized by mortgage obligations - residential

  251,566   72   (24,394)  227,244   244,137   -   (31,959)  212,178 

U.S. Government-agencies collateralized by mortgage obligations - commercial

 120,733 158 (14,193) 106,698  119,661 - (18,373) 101,288 

Obligations of states and political subdivisions

  141,132   365   (16,253)  125,244   140,683   -   (25,680)  115,003 
 $523,394  $595  $(55,069) $468,920  $514,451  $-  $(76,186) $438,265 

 

Unrealized losses on available-for-sale investment securities totaling $54,474,000$76,186,000 were recorded, net of $16,102,000$22,521,000 in tax benefit, as accumulated other comprehensive loss within shareholders' equity at JuneSeptember 30, 2023.  No securities were sold during the sixnine months ended JuneSeptember 30, 2023.

 

Available-for-Sale

 

December 31, 2022

 
      

Gross

  

Gross

     
  

Amortized

  

Unrealized

  

Unrealized

  

Fair

 
  

Cost

  

Gains

  

Losses

  

Value

 

Debt securities:

                

U.S. Treasury securities

 $9,950  $-  $(243) $9,707 

U.S. Government-sponsored agencies collateralized by mortgage obligations - residential

  238,253   214   (24,059)  214,408 

U.S. Government-agencies collateralized by mortgage obligations - commercial

  112,142   143   (12,704)  99,581 

Obligations of states and political subdivisions

  138,541   243   (17,777)  121,007 
  $498,886  $600  $(54,783) $444,703 

 

Unrealized losses on available-for-sale investment securities totaling $54,183,000 were recorded, net of $16,017,000 in tax expense, as accumulated other comprehensive income within shareholders' equity at December 31, 2022. No securities were sold during the sixnine months ended JuneSeptember 30, 2022.

 

There were no transfers of available-for-sale investment securities during the sixnine months ended JuneSeptember 30, 2023 and twelve months ended December 31, 2022. There were no securities classified as held-to-maturity at JuneSeptember 30, 2023 or December 31, 2022.

 

10

 
 

Investment securities with unrealized losses at JuneSeptember 30, 2023 and December 31, 2022 are summarized and classified according to the duration of the loss period as follows, in thousands:

 

June 30, 2023

 

Less than 12 Months

  

12 Months or More

  

Total

 

September 30, 2023

 

Less than 12 Months

  

12 Months or More

  

Total

 
 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

  

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 
 

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 

Debt securities:

  

U.S. Treasury securities

 $2,921 $57 $6,813 $172 $9,734 $229  $- $- $9,796 $174 $9,796 $174 

U.S. Government-sponsored agencies collateralized by mortgage obligations - residential

  96,794   3,265   121,449   21,129   218,243   24,394   55,547   2,386   156,631   29,573   212,178   31,959 

U.S. Government-agencies collateralized by mortgage obligations - commercial

 43,834 1,866 49,050 12,327 92,884 14,193  32,519 1,257 68,769 17,116 101,288 18,373 

Obligations of states and political subdivisions

  33,708  665  71,975  15,588  105,683  16,253   40,634  2,576  74,369  23,104  115,003  25,680 
 $177,257  $5,853  $249,287  $49,216  $426,544  $55,069  $128,700  $6,219  $309,565  $69,967  $438,265  $76,186 

 

December 31, 2022

 

Less than 12 Months

  

12 Months or More

  

Total

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 
  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 

Debt securities:

                        

U.S. Treasury securities

 $9,707  $243  $-  $-  $9,707  $243 

U.S. Government-sponsored agencies collateralized by mortgage obligations - residential

  140,117   12,070   54,017   11,989   194,134   24,059 

U.S. Government-agencies collateralized by mortgage obligations - commercial

  42,799   2,845   42,363   9,859   85,162   12,704 

Obligations of states and political subdivisions

  89,092   11,421   16,768   6,356   105,860   17,777 
  $281,715  $26,579  $113,148  $28,204  $394,863  $54,783 

 

At JuneSeptember 30, 2023, the Company held 412411 securities of which 131104 were in a loss position for less than twelve months and 249307 were in a loss position for twelve months or more. Of the 412411 securities 3 are U.S. Treasury securities, 124 are U.S. Government-sponsored agencies collateralized by residential mortgage obligations, 45 were U.S. Government agencies collateralized by commercial mortgage obligations and 240239 were obligations of states and political subdivisions. The unrealized losses relate principally to market rate conditions. All of the securities continue to pay as scheduled. For available-for sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized costs basis.  If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income.  At June September 30,2023,neither of the criteria regarding intent or requirement to sell was met for any of the securities in an unrealized loss position.

 

The amortized cost and estimated fair value of investment in debt securities at JuneSeptember 30, 2023by contractual maturity are shown below, in thousands.

 

 

Amortized Cost

  

Estimated Fair Value

  

Amortized Cost

  

Estimated Fair Value

 

Within one year

 $7,528  $7,432  $7,661  $7,593 

After one year through five years

 10,075  9,838  9,689  9,317 

After five years through ten years

 11,053  10,671  12,030  10,746 

After ten years

 122,439  107,037  121,273  97,143 

Investment securities not due at a single maturity date:

          

Government- agencies commercial mortgage-backed securities

 120,733 106,698  119,661 101,288 

Government-sponsored agencies residential mortgage-backed securities

  251,566   227,244   244,137   212,178 
 $523,394  $468,920  $514,451  $438,265 

 

Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.

 

Investment securities with amortized costs totaling $302,590,000$294,492,000 and $189,358,000 and estimated fair values totaling $267,514,000$249,793,000 and $166,728,000 at JuneSeptember 30, 2023 and December 31, 2022, respectively, were pledged to secure deposits, repurchase agreements and Federal Reserve Bank borrowings. 

  

11

 
 
 

4. LOANS AND THE ALLOWANCE FOR CREDIT LOSSES

 

Outstanding loans are summarized below, in thousands:

 

 

June 30,

 

December 31,

  

September 30,

 

December 31,

 
 

2023

  

2022

  

2023

  

2022

 
  

Commercial

 $74,958  $76,680  $76,719  $76,680 

Agricultural

 126,841  122,873  131,242  122,873 

Real estate – residential

 14,878  15,324  12,457  15,324 

Real estate – commercial

 517,289  516,107  530,023  516,107 

Real estate – construction and land development

 56,331  43,420  58,901  43,420 

Equity lines of credit

 35,877  35,891  37,650  35,891 

Auto

 103,050  96,750  105,584  96,750 

Other

  5,990   4,904   6,056   4,904 

Total loans

 935,214  911,949  958,632  911,949 

Deferred loan costs, net

  2,837   2,736   3,034   2,736 

Loans, amortized cost basis

 938,051 914,685  961,666 914,685 

Allowance for credit losses

  (13,385)  (10,717)  (12,947)  (10,717)

Total net loans

 $924,666  $903,968  $948,719  $903,968 

 

To estimate expected losses the Company generally utilizes historical loss trends and the remaining contractual lives of the loan portfolios to determine estimated credit losses through a reasonable and supportable forecast period. Individual loan credit quality indicators including loan grade and borrower repayment performance have been statistically correlated with historical credit losses and various econometrics, including California unemployment rates, California Housing Prices, California gross domestic product, California Retail Trade Earnings and Wall Street Journal Prime Rate. Model forecasts may be adjusted for inherent limitations or biases that have been identified through independent validation and back-testing of model performance to actual realized results. At both January 1, 2023, the adoption and implementation date of ASC Topic 326, and JuneSeptember 30, 2023, the Company utilized a reasonable and supportable forecast period of approximately four quarters and obtained the forecast data from publicly available sources. The Company also considered the impact of portfolio concentrations, changes in underwriting practices, imprecision in its economic forecasts, and other risk factors that might influence its loss estimation process. Management believes that the allowance for credit losses at JuneSeptember 30, 2023 appropriately reflected expected credit losses inherent in the loan portfolio at that date.

 

In determining the allowance for credit losses, accruing loans with similar risk characteristics are generally evaluated collectively. The Company's policy is that loans designated as nonaccrual no longer share risk characteristics similar to other loans evaluated collectively and as such, all nonaccrual loans are individually evaluated for reserves. As of JuneSeptember 30, 2023 the Bank's nonaccrual loans comprised the entire population of loans individually evaluated.  The Company's policy is that nonaccrual loans also represent the subset of loans where borrowers are experiencing financial difficulty where an evaluation of the source of repayment is required to determine if the nonaccrual loans should be categorized as collateral dependent. 

 

The implementation of CECL also impacted the Company's ACL on unfunded loan commitments, as the ACL now represents expected credit losses over the contractual life of commitments not identified as unconditionally cancellable by the Company.  The Reserve for Unfunded Commitments is estimated using the same reserve or coverage rates calculated on collectively evaluated loans following the application of a funding rate to the amount of the unfunded commitment.  The funding rate represents management's estimate of the amount of the current unfunded commitment that will be funded over the remaining contractual life of the commitment and is based on historical data. Under CECL the ACL on unfunded loan commitments remains in Other Liabilities while any related provision expense is included in the provision for credit loss expense.

 

Changes in the allowance for credit losses, in thousands, were as follows:

 

 

June 30,

 

December 31,

  

September 30,

 

December 31,

 
 

2023

  

2022

  

2023

  

2022

 
  

Balance, beginning of period

 $10,717  $10,352  $10,717  $10,352 

Cumulative change from adoption of ASU 2016-13

 529 -  529 - 

Provision charged to operations - loans

 2,550  1,300  2,425  1,300 

Losses charged to allowance

 (738) (1,461) (1,252) (1,461)

Recoveries

  327   526   528   526 

Balance, end of period

 $13,385  $10,717  $12,947  $10,717 

 

12

 

Salaries and employee benefits totaling $509,000$694,000 and $875,000$769,000 have been deferred as loan origination costs during the three months ended JuneSeptember 30, 2023 and 2022, respectively. Salaries and employee benefits totaling $1,071,000$1,765,000 and $1,937,000$2,706,000 have been deferred as loan origination costs during the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively.

 

The Company assigns a risk rating to all loans and periodically, but not less than annually, performs detailed reviews of all criticized and classified loans over $100,000 to identify credit risks and to assess the overall collectability of the portfolio. These risk ratings are also subject to examination by independent specialists engaged by the Company and the Company’s regulators. During these internal reviews, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which borrowers operate and the fair values of collateral securing these loans. These credit quality indicators are used to assign a risk rating to each individual loan.

 

The risk ratings can be grouped into three major categories, defined as follows:

 

Special Mention – Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

 

Substandard – A substandard loan is not adequately protected by the current sound worth and paying capacity of the borrower or the value of the collateral pledged, if any. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Well defined weaknesses include a project's lack of marketability, inadequate cash flow or collateral support, failure to complete construction on time or the project's failure to fulfill economic expectations. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

 

Doubtful – Loans classified doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.

 

Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass-rated loans.

 

For other loans, which are primarily consumer loans and automobile loans the Company evaluates credit quality based on the aging status of the loan and by payment activity.  

 

13

 
 

The following table shows the loan portfolio allocated by management's internal risk ratings or payment activity at the dates indicated, in thousands:

 

 

Term Loans - Amortized Cost Basis by Origination Year and Risk Grades - As of June 30, 2023

          

Term Loans - Amortized Cost Basis by Origination Year and Risk Grades - As of September 30, 2023

         

(in thousands)

 

2023

 

2022

 

2021

 

2020

 

2019

 

Prior

 

Revolving Loans Book Amortized Cost Basis

 

Revolving Loans Converted to Term Amortized Cost Basis

 

Total - Amortized Cost Basis

  

2023

 

2022

 

2021

 

2020

 

2019

 

Prior

 

Revolving Loans Book Amortized Cost Basis

 

Revolving Loans Converted to Term Amortized Cost Basis

 

Total - Amortized Cost Basis

 

Commercial

                                        

Pass

 $6,850  $23,292  $11,515  $4,931  $5,015  $6,003  $15,381  $-  $72,987  $12,835  $21,375  $10,976  $3,847  $4,630  $5,553  $15,530  $-  $74,746 

Special Mention

  -  49  421  316  -  21  1,572  -  2,379   -  46  412  303  -  44  1,574  -  2,379 

Substandard

  -   -   197   47   -   -   -   -   244   -   -   217   61   -   12   -   -   290 

Total Commercial loans

 $6,850  $23,341  $12,133  $5,294  $5,015  $6,024  $16,953  $-  $75,610  $12,835  $21,421  $11,605  $4,211  $4,630  $5,609  $17,104  $-  $77,415 

Current period gross charge-offs

 $- $- $40 $- $- $9 $- $- $49  $- $34 $39 $- $- $10 $25 $- $108 
                                        

Agricultural

                                        

Pass

 $3,335  $19,008  $13,624  $15,572  $11,874  $21,804  $20,241  $-  $105,458  $10,028  $18,230  $13,390  $15,383  $11,692  $21,360  $20,034  $-  $110,117 

Special Mention

  1,265  3,353  97  1,034  -  789  608  -  7,146   1,961  2,753  97  1,029  16  860  663  -  7,379 

Substandard

  105   5,013   4,980   -   1,251   986   2,259   -   14,594   6,129   5,012   1,933   -   752   248   -   -   14,074 

Total Agricultural

 $4,705  $27,374  $18,701  $16,606  $13,125  $23,579  $23,108  $-  $127,198  $18,118  $25,995  $15,420  $16,412  $12,460  $22,468  $20,697  $-  $131,570 

Current period gross charge-offs

 $- $- $- $- $- $- $- $- $-  $- $- $- $- $- $- $- $- $- 
                                        

Real Estate - Residential

                                        

Pass

 $1,396  $1,073  $2,282  $2,490  $572  $6,146  $512  $-  $14,471  $1,132  $-  $2,161  $2,469  $528  $5,247  $511  $-  $12,048 

Special Mention

  -  -  -  -  63  -  -  -  63   -  -  -  -  62  -  -  -  62 

Substandard

  -   -   -   -   -   380   -   -   380   -   -   -   -   -   376   -   -   376 

Total Real Estate - Residential

 $1,396  $1,073  $2,282  $2,490  $635  $6,526  $512  $-  $14,914  $1,132  $-  $2,161  $2,469  $590  $5,623  $511  $-  $12,486 

Current period gross charge-offs

 $- $- $- $- $- $- $- $- $-  $- $- $- $- $- $- $- $- $- 
                                        

Real Estate -Commercial

                                        

Pass

 $30,230  $109,983  $83,709  $91,131  $40,914  $147,147  $7,932  $-  $511,046  $46,743  $118,246  $80,737  $86,660  $40,570  $143,429  $6,700  $-  $523,085 

Special Mention

  -  -  -  -  367  2,722  -  -  3,089   -  -  -  558  365  2,983  -  -  3,906 

Substandard

  146   13   -   -   -   2,756   -   -   2,915   143   13   -   -   -   2,728   -   -   2,884 

Total Real Estate -Commercial

 $30,376  $109,996  $83,709  $91,131  $41,281  $152,625  $7,932  $-  $517,050  $46,886  $118,259  $80,737  $87,218  $40,935  $149,140  $6,700  $-  $529,875 

Current period gross charge-offs

 $- $- $- $- $- $- $- $- $-  $- $- $- $- $- $- $- $- $- 
                                        

Real Estate -Construction

                                        

Pass

 $6,906  $29,460  $15,650  $2,628  $626  $590  $-  $-  $55,860  $11,462  $27,338  $16,103  $1,685  $623  $484  $767  $-  $58,462 

Special Mention

  -  -  -  -  -  -  -  -  -   -  -  -  -  -  -  -  -  - 

Substandard

  -  -  -  -  -  -  -  -  -   -  -  -  -  -  -  -  -  - 

Total Real Estate -Construction

 $6,906  $29,460  $15,650  $2,628  $626  $590  $-  $-  $55,860  $11,462  $27,338  $16,103  $1,685  $623  $484  $767  $-  $58,462 

Current period gross charge-offs

 $- $- $- $- $- $- $- $- $-  $- $- $- $- $- $- $- $- $- 
                                        

Equity LOC

                                        

Pass

 $-  $-  $-  $-  $-    $35,028  $943  $35,971  $-  $-  $-  $-  $-     $35,123  $2,910  $38,033 

Substandard

  -   -   -   -   -      161   566   727   -   -   -   -   -       159   293   452 

Total Equity LOC

 $-  $-  $-  $-  $-  $-  $35,189  $1,509  $36,698  $-  $-  $-  $-  $-  $-  $35,282  $3,203  $38,485 

Current period gross charge-offs

 $- $- $- $- $- $- $- $- $-  $- $- $- $- $- $- $- $- $- 
                                        

Total

                                        

Pass

 $48,717  $182,816  $126,780  $116,752  $59,001  $181,690  $79,094  $943  $795,793  $82,200  $185,189  $123,367  $110,044  $58,043  $176,073  $78,665  $2,910  $816,491 

Special Mention

  1,265  3,402  518  1,350  430  3,532  2,180  -  12,677   1,961  2,799  509  1,890  443  3,887  2,237  -  13,726 

Substandard

  251  5,026  5,177  47  1,251  4,122  2,420  566  18,860   6,272  5,025  2,150  61  752  3,364  159  293  18,076 

Total

 $50,233 $191,244 $132,475 $118,149 $60,682 $189,344 $83,694 $1,509 $827,330  $90,433 $193,013 $126,026 $111,995 $59,238 $183,324 $81,061 $3,203 $848,293 

Current period gross charge-offs

 $- $- $40 $- $- $9 $- $- $49  $- $34 $39 $- $- $10 $25 $- $108 
                                        

Auto

                                        

Performing

 $21,684 $36,976 $19,647 $10,816 $8,802 $5,973 $- $- $103,898  $32,199 $34,426 $17,823 $9,648 $7,595 $4,668 $- $- $106,359 

Non-performing

  133 100 143 213 169 40 - - 798   - 227 241  180 220 52 - - 920 

Total Auto

 $21,817 $37,076 $19,790 $11,029 $8,971 $6,013 $- $- $104,696  $32,199 $34,653 $18,064 $9,828 $7,815 $4,720 $- $- $107,279 

Current period gross charge-offs

 $- $99 $257 $83 $102 $63 $- $- $604  $- $127 $388 $237 $179 $111 $- $- $1,042 
                                        

Other

                                        

Performing

 $115 $2,160 $1,002 $401 $128 $1,029 $175 $- $5,010  $2,184 $1,573 $812 $307 $79 $18 $155 $- $5,128 

Non-performing

  1,005 - 10 - - - - - 1,015   960 6 - - - - - - 966 

Total Other

 $1,120 $2,160 $1,012 $401 $128 $1,029 $175 $- $6,025  $3,144 $1,579 $812 $307 $79 $18 $155 $- $6,094 

Current period gross charge-offs

 $- $51 $17 $4 $9 $3 $1 $- $85  $- $51 $34 $4 $9 $3 $1 $- $102 
                                        

Total

                                        

Performing

 $21,799 $39,136 $20,649 $11,217 $8,930 $7,002 $175 $- $108,908  $34,383 $35,999 $18,635 $9,955 $7,674 $4,686 $155 $- $111,487 

Non-performing

  1,138 100 153 213 169 40 - -  1,813   960 233 241 180 220 52 - -  1,886 

Total

 $22,937 $39,236 $20,802 $11,430 $9,099 $7,042 $175 $- $110,721  $35,343 $36,232 $18,876 $10,135 $7,894 $4,738 $155 $- $113,373 

Current period gross charge-offs

 $- $150 $314 $87 $111 $75 $1 $- $738  $- $178 $422 $241 $188 $114 $1 $- $1,144 

 

14

 

December 31, 2022

 

Commercial Credit Exposure

 
  

Credit Risk Profile by Internally Assigned Grade

 

Grade:

 

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Total

 

Pass

 $68,577  $111,276  $14,932  $510,504  $43,337  $35,475  $784,101 

Special Mention

  8,047   10,651   161   3,934   -   -   22,793 

Substandard

  56   946   231   1,669   83   416   3,401 

Doubtful

  -   -   -   -   -   -   - 

Total

 $76,680  $122,873  $15,324  $516,107  $43,420  $35,891  $810,295 

 

  

Consumer Credit Exposure

 
  

Credit Risk Profile Based on Payment Activity

 
  

December 31, 2022

 
  

Auto

  

Other

  

Total

 

Grade:

            

Performing

 $96,298  $4,904  $101,202 

Non-performing

  452   -   452 

Total

 $96,750  $4,904  $101,654 

 

The following table showshows information related to impaired loans at December 31, 2022, in thousands.

 

      

Unpaid

      

Average

  

Interest

 
  

Recorded

  

Principal

  

Related

  

Recorded

  

Income

 

As of December 31, 2022:

 

Investment

  

Balance

  

Allowance

  

Investment

  

Recognized

 
                     

With no related allowance recorded:

                    

Commercial

 $-  $-  $-  $-  $- 

Agricultural

  232   232   -   235   17 

Real estate – residential

  509   541   -   514   29 

Real estate – commercial

  -   -   -   -   - 

Real estate – construction & land

  94   94   -   98   6 

Equity Lines of Credit

  244   301   -   254   - 

Auto

  -   -   -   -   - 

Other

  -   -   -   -   - 

With an allowance recorded:

                    

Commercial

 $-  $-  $-  $-  $- 

Agricultural

  -   -   -   -   - 

Real estate – residential

  169   169   20   170   7 

Real estate – commercial

  -   -   -   -   - 

Real estate – construction & land

  -   -   -   -   - 

Equity Lines of Credit

  -   -   -   -   - 

Auto

  -   -   -   -   - 

Other

  -   -   -   -   - 

Total:

                    

Commercial

 $-  $-  $-  $-  $- 

Agricultural

  232   232   -   235   17 

Real estate – residential

  678   710   20   684   36 

Real estate – commercial

  -   -   -   -   - 

Real estate – construction & land

  94   94   -   98   6 

Equity Lines of Credit

  244   301   -   254   - 

Auto

  -   -   -   -   - 

Other

  -   -   -   -   - 

Total

 $1,248  $1,337  $20  $1,271  $59 

 

15

 

The following table shows the ending balance of nonaccrual loans by loan category as of the date indicated:

 

 

Non Performing Loans

  

Non Performing Loans

 
 

June 30, 2023

 

December 31, 2022

  

September 30, 2023

 

December 31, 2022

 

(in thousands)

 

Nonaccrual with no allowance for credit losses

 

Total nonaccrual

 

Past due 90 days or more and still accruing

 

Nonaccrual with no allowance for credit losses

 

Total nonaccrual

 

Past due 90 days or more and still accruing

  

Nonaccrual with no allowance for credit losses

 

Total nonaccrual

 

Past due 90 days or more and still accruing

 

Nonaccrual with no allowance for credit losses

 

Total nonaccrual

 

Past due 90 days or more and still accruing

 
  

Commercial

 $- $58 $- $- $- $-  $48 $105 $- $- $- $- 

Agricultural

 - 847 5,032 - - -  847 847 - - - - 

Real estate – residential

 199 199 - 211 211 -  195 195 - 211 211 - 

Real estate – commercial

 859 859 - 9 9 -  844 844 - 9 9 - 

Real estate – construction & land development

 - - - 83 83 -  - - - 83 83 - 

Equity lines of credit

 727 727 - 417 417 -  452 452 - 417 417 - 

Auto

 798 798 - 452 452 -  920 920 - 452 452 - 

Other

  10  1,015  -  -  -  -   966  966  -  -  -  - 

Total Gross Loans

 $2,593  $4,503  $5,032  $1,172  $1,172  $-  $4,272  $4,329  $-  $1,172  $1,172  $- 

 

The Company places loans 90 days or more past due on nonaccrual status unless the loan is well secured and in the process of collection. A loan is considered to be in the process of collection if, based on a probable specific event, it is expected that the loan will be repaid or brought current. Generally, this collection period would not exceed 90 days. When a loan is placed on nonaccrual status the Company's general policy is to reverse and charge against current income previously accrued but unpaid interest. Interest income on such loans is subsequently recognized only to the extent that cash is received, and future collection of principal is deemed by management to be probable. Where the collectability of the principal or interest on a loan is considered to be doubtful by management, it is placed on nonaccrual status prior to becoming 90 days delinquent.

 
At JuneSeptember 30, 2023, 30,2023,there werewas  threeone nonaccrual loansloan with an amortized costs totaling $1,910,000cost of  $57,000 that had allowances for credit losses totaling $868,000.$28,000.   No income was recognized on nonaccrual loans accounted on a cash basis during the sixnine months ended JuneSeptember 30, 2023 or the year ended December 31, 2022.

 

The following table presents the amortized cost basis of loans on JuneSeptember 30, 2023, that were both experiencing financial difficulty and modified during the sixnine months ended JuneSeptember 30, 2023, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financial receivable is also presented below.

 

 

Term Extension

  

Term Extension

 

(in thousands)

 

Amortized Cost Basis

  

Total % Class of Financing Receivable

  

Amortized Cost Basis

  

Total Class of Financing Receivable

 

Commercial

 1,499  1.98% 1,489  1.92%

Agricultural

 5,246  4.12% 4,367  3.32%

Real Estate - Residential

    0.00%    0.00%

Real Estate - Commercial

    0.00%    0.00%

Real Estate - Construction

    0.00%    0.00%

Equity LOC

    0.00%    0.00%

Auto

    0.00%    0.00%

Other

      0.00%      0.00%

Total

 $6,745  0.72% $5,856  0.62%

 

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty as of JuneSeptember 30, 2023:

 

(in thousands)

 

Weighted-Average Term Extension (in months)

 

Commercial

  6 

Agricultural

  10 

Real Estate - Residential

    

Real Estate - Commercial

    

Real Estate - Construction

    

Equity LOC

    

Auto

    

Other

    

Total

  9.1 

 

There were no loans with payment defaults by borrowers experiencing financial difficulty during the quarter ended JuneSeptember 30, 2023, which had material modifications in rate, term or principal forgiveness during the twelve months prior to default.

 

16

The following tables show the allocation of the allowance for credit losses at the dates indicated, in thousands:

 

Six Months Ended June 30, 2023:

 

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Auto

  

Other

  

Total

 

Nine Months Ended September 30, 2023:

 

Commercial

  

Agricultural

  

Real Estate-Residential

  

Real Estate-Commercial

  

Real Estate-Construction

  

Equity LOC

  

Auto

  

Other

  

Total

 

Allowance for credit losses

  

Beginning balance

 $892  $1,086  $138  $4,980  $1,500  $687  $1,289  $145  $10,717  $892  $1,086  $138  $4,980  $1,500  $687  $1,289  $145  $10,717 

Impact of CECL Adoption

 354  148  2  1,488  (951) (421) 9  (100) 529  354  148  2  1,488  (951) (421) 9  (100) 529 

Charge-offs

 (49) -  -  -  -  -  (604) (85) (738) (108) -  -  -  -  -  (1,042) (102) (1,252)

Recoveries

 12  -  2  1  -  -  305  7  327  17  -  2  2  -  -  458  49  528 

Provision

  338   244   27   393   317   135   567   529   2,550   461   (73)  29   597   311   143   900   57   2,425 

Ending balance

 $1,547  $1,478  $169  $6,862  $866  $401  $1,566  $496  $13,385  $1,616  $1,161  $171  $7,067  $860  $409  $1,614  $49  $12,947 

Three Months Ended June 30, 2023:

 

Three Months Ended September 30, 2023:

 

Allowance for credit losses

  

Beginning balance

 $1,475  $1,307  $162  $6,740  $763  $330  $1,504  $49  $12,330  $1,547  $1,478  $169  $6,862  $866  $401  $1,566  $496  $13,385 

Charge-offs

 (49) -  -  -  -  -  (311) (70) (430) (59) -  -  -  -  -  (438) (17) (514)

Recoveries

 6  -  1    -  -  174  4  185  5 - - 1 - - 153 42 201 

Provision

  115   171   6   122   103   71   199   513   1,300   123   (317)  2   204   (6)  8   333   (472)  (125)

Ending balance

 $1,547  $1,478  $169  $6,862  $866  $401  $1,566  $496  $13,385  $1,616  $1,161  $171  $7,067  $860  $409  $1,614  $49  $12,947 

Six Months Ended June 30, 2022:

 

Nine Months Ended September 30, 2022:

 

Allowance for credit losses

  

Beginning balance

 $1,074 $791 $168 $4,549 $1,325 $426 $1,911 $108 $10,352  $1,074 $791 $168 $4,549 $1,325 $426 $1,911 $108 $10,352 

Charge-offs

 - - - (19) - - (419) (31) (469) (169) - - (19) - - (632) (35) (855)

Recoveries

 17 - 2 - - - 311 6 336  23 - 2 1 - - 388 9 423 

Provision

  (189)  303  (31)  (135)  434  167  97  54  700   (104)  215  (36)  (325)  575  216  402  57  1,000 

Ending balance

 $902  $1,094  $139  $4,395  $1,759  $593  $1,900  $137  $10,919  $824  $1,006  $134  $4,206  $1,900  $642  $2,069  $139  $10,920 

Three Months Ended June 30, 2022:

                  

Three Months Ended September 30, 2022:

                  

Allowance for credit losses

  

Beginning balance

 $893 $947 $132 $4,322 $1,545 $554 $1,880 $129 $10,402  $902 $1,094 $139 $4,395 $1,759 $593 $1,900 $137 $10,919 

Charge-offs

 - - - - - - (85) (11) (96) (169) - - - - - (213) (4) (386)

Recoveries

 11 - 1 1 - - 197 3 213  6 - 1 1 - - 76 3 87 

Provision

  (2)  147  6  72  214  39  (92)  16  400   85  (88)  (6)  (190)  141  49  306  3  300 

Ending balance

 $902  $1,094  $139  $4,395  $1,759  $593  $1,900  $137  $10,919  $824  $1,006  $134  $4,206  $1,900  $642  $2,069  $139  $10,920 

June 30, 2022

                  

September 30, 2022:

                  

Allowance for credit losses

  

Ending balance: individually evaluated for impairment

 $16  $-  $23  $-  $-  $-  $-  $-  $39  $-  $-  $21  $-  $-  $-  $-  $-  $21 

Ending balance: collectively evaluated for impairment

  886   1,094   116   4,395   1,759   593   1,900   137   10,880   824   1,006   113   4,206   1,900   642   2,069   139   10,899 

Ending balance

 $902 $1,094 $139 $4,395 $1,759 $593 $1,900 $137 $10,919  $824 $1,006 $134 $4,206 $1,900 $642 $2,069 $139 $10,920 

Loans

  

Ending balance: individually evaluated for impairment

 $19  $235  $691  $97  $98  $254  $-  $-  $1,394  $-  $234  $683  $93  $96  $248  $-  $-  $1,354 

Ending balance: collectively evaluated for impairment

  84,359   125,572   15,176   447,883   60,793   34,491   87,907   4,577   860,758   73,227   124,660   15,316   457,531   55,415   34,320   91,425   4,728   856,622 

Ending balance

 $84,378 $125,807 $15,867 $447,980 $60,891 $34,745 $87,907 $4,577 $862,152  $73,227 $124,894 $15,999 $457,624 $55,511 $34,568 $91,425 $4,728 $857,976 

 

Year Ended December 31, 2022:

                                    

Allowance for credit losses

                                    

Beginning balance

 $1,074  $791  $168  $4,549  $1,325  $426  $1,911  $108  $10,352 

Charge-offs

  (207)  -   -   (19)  -   -   (1,195)  (40)  (1,461)

Recoveries

  27   -   3   2   -   -   482   12   526 

Provision

  (2)  295   (33)  448   175   261   91   65   1,300 

Ending balance

 $892  $1,086  $138  $4,980  $1,500  $687  $1,289  $145  $10,717 

Allowance for credit losses

                                    

Ending balance: individually evaluated for impairment

 $-  $-  $20  $-  $-  $-  $-  $-  $20 

Ending balance: collectively evaluated for impairment

  892   1,086   118   4,980   1,500   687   1,289   145   10,697 

Ending balance

 $892  $1,086  $138  $4,980  $1,500  $687  $1,289  $145  $10,717 

Loans

                                    

Ending balance: individually evaluated for impairment

 $-  $232  $678  $-  $94  $244  $-  $-  $1,248 

Ending balance: collectively evaluated for impairment

  76,680   122,641   14,646   516,107   43,326   35,647   96,750   4,904   910,701 

Ending balance

 $76,680  $122,873  $15,324  $516,107  $43,420  $35,891  $96,750  $4,904  $911,949 
                                     

 

17

The following table shows an aging analysis of the loan portfolio by the time past due, in thousands:

 

         

Total

              

Total

     

June 30, 2023

     

90 Days

   

Past Due

     

September 30, 2023

     

90 Days

   

Past Due

     
 30-59 Days 60-89 Days and Still   and      30-59 Days 60-89 Days and Still   and     
 

Past Due

  

Past Due

  

Accruing

  

Nonaccrual

  

Nonaccrual

  

Current

  

Total

  

Past Due

  

Past Due

  

Accruing

  

Nonaccrual

  

Nonaccrual

  

Current

  

Total

 
  

Commercial

 $270  $618  $-  $58  $946  $74,664  $75,610  $279  $26  $-  $105  $410  $77,005  $77,415 

Agricultural

 349  -  5,032  847  6,228  120,970  127,198  4,770  2,675  -  847  8,292  123,278  131,570 

Real estate – residential

 160  424  -  199  783  14,131  14,914  485  203  -  195  883  11,603  12,486 

Real estate – commercial

 300  275  -  859  1,434  515,616  517,050  469  520  -  844  1,833  528,042  529,875 

Real estate - construction & land

 188  -  -  -  188  55,672  55,860  -  -  -  -  -  58,462  58,462 

Equity Lines of Credit

 987  -  -  727  1,714  34,984  36,698  420  145  -  452  1,017  37,468  38,485 

Auto

 1,442  390  0  798  2,630  102,066  104,696  1,130  629  -  920  2,679  104,600  107,279 

Other

  0   8   0   1,015   1,023   5,002   6,025   69   26   -   966   1,061   5,033   6,094 

Total

 $3,696  $1,715  $5,032  $4,503  $14,946  $923,105  $938,051  $7,622  $4,224  $-  $4,329  $16,175  $945,491  $961,666 

 

                  

Total

         

December 31, 2022

         

90 Days

      

Past Due

         
  30-89 Days  60-89 Days  and Still      and         
  

Past Due

  

Past Due

  

Accruing

  

Nonaccrual

  

Nonaccrual

  

Current

  

Total

 
                             

Commercial

 $750  $195  $-  $-  $945  $75,735  $76,680 

Agricultural

  877   -   -   -   877   121,996   122,873 

Real estate – residential

  437   -   -   211   648   14,676   15,324 

Real estate - commercial

  3,255   -   -   9   3,264   512,843   516,107 

Real estate - construction & land

  -   -   -   83   83   43,337   43,420 

Equity Lines of Credit

  665   53   -   417   1,135   34,756   35,891 

Auto

  1,862   693   -   452   3,007   93,743   96,750 

Other

  1   14   -   -   15   4,889   4,904 

Total

 $7,847  $955  $-  $1,172  $9,974  $901,975  $911,949 

 

The following tables present the amortized cost basis of collateral dependent loans by class of loans at JuneSeptember 30, 2023, in thousands:

 

June 30, 2023

                  
     

Commercial -1st

 

SFR-1st

 

SFR-2nd

 

SFR-3rd

 

Auto

 

Auto

        

Commercial -1st

 

SFR-1st

 

SFR-2nd

 

SFR-3rd

 

Auto

 

Auto

   
 

Equipment

  

Crops

  

Deed

  

Deed

  

Deed

  

Deed

  

New

  

Used

  

Total

  

Equipment

  

Crops

  

Deed

  

Deed

  

Deed

  

Deed

  

New

  

Used

  

Total

 
  

Commercial

 $58  $-  $-  $-  $-    $-  $-  $58  $67  $-  $-  $-  $-     $-  $-  $67 

Agricultural

 -  847    -  -    -  -  847  -  847     -  -     -  -  847 

Real estate – residential

 -  -    199  -    -  -  199  -  -     195  -     -  -  195 

Real estate – commercial

 -  -  328  341  44  146    -  859  -  -  316  341  44  143     -  844 

Real estate - construction & land

 -  -    -  -    -  -  -  -  -     -  -     -  -  - 

Equity Lines of Credit

 -  -    400  327    -  -  727  -  -     184  268     -  -  452 

Auto

 -  -    -  -    676  122  798  -  -     -  -     559  361  920 

Other

  -   -      -   -      -   9   9   -   -       -   -       -   -   - 

Total

 $58  $847  $328  $940  $371  $146  $676  $131  $3,497  $67  $847  $316  $720  $312  $143  $559  $361  $3,325 

 

There were no new troubled debt restructurings during the twelve months ending December 31, 2022. There were no troubled debt restructurings for which there was a payment default within twelve months following the modification during the twelve months ended December 31, 2022. 

 

5. COMMITMENTS AND CONTINGENCIES

 

The Company is party to claims and legal proceedings arising in the ordinary course of business. In the opinion of the Company’s management, the amount of ultimate liability with respect to such proceedings will not have a material adverse effect on the financial condition or result of operations of the Company taken as a whole. In the normal course of business, there are various outstanding commitments to extend credit, which are not reflected in the financial statements, including loan commitments of $191.8$181.4 million and $178.7 million and stand-by letters of credit of $108,000 and $0 at JuneSeptember 30, 2023 and December 31, 2022, respectively.

 

Of the loan commitments outstanding at JuneSeptember 30, 2023, $54.1$52.5 million are real estate construction loan commitments that are expected to fund within the next twelve months. The remaining commitments primarily relate to revolving lines of credit or other commercial loans, and many of these are expected to expire without being drawn upon. Therefore, the total commitments do not necessarily represent future cash requirements. Each loan commitment and the amount and type of collateral obtained, if any, are evaluated on an individual basis. Collateral held varies, but may include real property, bank deposits, debt or equity securities or business assets.  The reserve for unfunded commitments at JuneSeptember 30, 2023 and December 31, 2022 totaled $924,000$849,000 and $341,000, respectively.

 

Stand-by letters of credit are conditional commitments written to guarantee the performance of a customer to a third party. These guarantees are primarily related to the purchases of inventory by commercial customers and are typically short-term in nature. Credit risk is similar to that involved in extending loan commitments to customers and accordingly, evaluation and collateral requirements similar to those for loan commitments are used. The deferred liability related to the Company’s stand-by letters of credit was not significant at JuneSeptember 30, 2023.

 

18

 
 
 

6. EARNINGS PER SHARE

 

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, result in the issuance of common stock which shares in the earnings of the Company. The treasury stock method has been applied to determine the dilutive effect of stock options in computing diluted earnings per share.

 

 

For the Three Months Ended

 

For the Six Months Ended

  

For the Three Months Ended

 

For the Nine Months Ended

 
 

June 30,

  

June 30,

  

September 30,

  

September 30,

 

(In thousands, except per share data)

 

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

 

Net Income:

                

Net income

 $6,660  $5,680  $14,285  $11,397  $7,970  $7,228  $22,255  $18,626 

Earnings Per Share:

                

Basic earnings per share

 $1.14  $0.97  $2.44  $1.95  $1.36  $1.24  $3.80  $3.19 

Diluted earnings per share

 $1.12  $0.96  $2.41  $1.93  $1.34  $1.23  $3.75  $3.15 

Weighted Average Number of Shares Outstanding:

                

Basic shares

 5,862  5,843  5,858  5,834  5,866  5,845  5,861  5,837 

Diluted shares

 5,929  5,909  5,932  5,913  5,932  5,895  5,932  5,911 

 

Shares of common stock issuable under stock options for which the exercise prices were greater than the average market prices were not included in the computation of diluted earnings per share due to their antidilutive effect. Options having an antidilutive effect during the three and sixnine-month periods ended JuneSeptember 30, 2023, and 2022 totaled 114,994.114,994 and 119,000, respectively.

 

7. STOCK-BASED COMPENSATION

 

In May 2022, the Company’s shareholders approved the 2022 Equity Incentive Plan (the “2022 Plan”), which provides for the grant of up to 576,550 shares of common stock, including 126,550 shares that remained available for grant under the 2013 Stock Option Plan when the 2022 Plan was adopted. The 2022 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The frequency, amount and terms of stock-based awards may be determined by the Board of Directors or its compensation committee, consistent with the terms and purposes of the 2022 plan.

 

In May 2013, the Company established the 2013 Stock Option Plan for which 172,117167,317 shares of common stock are reserved. With the establishment of the Company’s 2022 Equity Incentive Plan, no further options may be issued under the 2013 Stock Option Plan, though options previously granted continue to be outstanding and governed by the plan.

 

117,200 options were granted under the 2022 Plan during the three and nine months ended September 30, 2022.  No options were granted during the sixnine months ended JuneSeptember 30, 2023 and 2022.2022 under the 2013 stock option plan.

 

A summary of the activity within the 2013 Plan follows: 

  

Shares

  

Weighted Average Exercise Price

  

Weighted Average Remaining Contractual Term in Years

  

Intrinsic Value

 

Options outstanding at January 1, 2023

  189,917  $21.14         

Options exercised

  (17,800)  18.14         

Options outstanding at June 30, 2023

  172,117  $21.45   3.5  $2,450,946 

Options exercisable at June 30, 2023

  142,267  $21.41   3.3  $2,031,573 

Expected to vest after June 30, 2023

  26,187  $21.66   4.3  $367,458 
  

Shares

  

Weighted Average Exercise Price

  

Weighted Average Remaining Contractual Term in Years

  

Intrinsic Value

 

Options outstanding at January 1, 2023

  189,917  $21.14         

Options exercised

  (22,600)  18.36         

Options outstanding at September 30, 2023

  167,317  $21.52   3.3  $2,111,541 

Options exercisable at September 30, 2023

  137,467  $21.49   3.1  $1,738,958 

Expected to vest after September 30, 2023

  26,187  $21.66   4.1  $326,868 

 

19

 

A summary of the activity within the 2022 Plan follows: 

 

  

Shares

  

Weighted Average Exercise Price

  

Weighted Average Remaining Contractual Term in Years

  

Intrinsic Value

 

Options outstanding at June 30, 2023

  117,200   31.00   8.81  $549,668 

Options exercisable at June 30, 2023

  -   -   -   - 

Expected to vest after June 30, 2023

  117,200  $31.00   8.81  $549,668 
  

Shares

  

Weighted Average Exercise Price

  

Weighted Average Remaining Contractual Term in Years

  

Intrinsic Value

 

Options outstanding at September 30, 2023

  117,200  $31.00   8.56  $368,008 

Options exercisable at September 30, 2023

  24,400  $31.00   8.49  $76,616 

Expected to vest after September 30, 2023

  81,413  $31.00   8.57  $255,637 

 

As of JuneSeptember 30, 2023, there was $47,831$15,183 of total unrecognized compensation cost related to non-vested, share-based compensation under the 2013 plan. That cost is expected to be recognized over a weighted average period of 0.30.1 years. As of JuneSeptember 30, 2023, there was $840,000$786,000 of total unrecognized compensation cost related to non-vested stock options, share-based compensation under the 2022 plan. That cost is expected to be recognized over a weighted average period of 4.03.7 years.

 

The total fair value of options vested during the sixnine months ended JuneSeptember 30, 2023 and 2022 was $7,000$222,000 and $101,000, respectively. The total intrinsic value of options at time of exercise was $385,000$457,000 and $819,000$830,000 for the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively.

 

Compensation cost related to stock options recognized in operating results under the stock option planplans was $86,000$87,000 and $59,000$36,000 for the three months ended JuneSeptember 30, 2023 and 2022, respectively. The associated income tax benefit recognized was $6,000$7,000 and $4,000$2,000 for each of the three months ended JuneSeptember 30, 2023 and 2022, respectively. Compensation cost related to stock options recognized in operating results under the stock option planplans was $173,000$260,000 and $117,000$153,000 for the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively. The associated income tax benefit recognized was $13,000$19,000 and $8,000$10,000 for each of the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively.


Cash received from option exercises under the plans for the sixnine months ended JuneSeptember 30, 2023 and 2022 were $168,000$261,000 and $215,000,$277,000, respectively. The tax benefit realized for the tax deductions from option exercise totaled $63,000$75,000 and $53,000$55,000 for the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively.

 

During the three months ended September 30, 2022 the Company granted 1,650 shares of restricted stock with a fair value of $31 per share and a one-year vesting period. 825 of these shares were terminated during the three months ended September 30, 2023. Compensation costs related to these shares during the three months and sixnine months ended JuneSeptember 30, 2023, totaled $13,000$(21,000) and $26,000,$4,000, respectively.  Compensation costs related to these shares during the three and nine months ended September 30, 2022 totaled $9,000.  As of JuneSeptember 30, 2023, there was $4,000 of totalno unrecognized compensation cost related to restricted stock. That cost is expected to be recognized over a weighted average period of 0.1 years.Of the 1,650 restricted stock shares issued, 825 were fully vested at September 30, 2023, and 825 were terminated.

 

8. INCOME TAXES

 

The Company files its income taxes on a consolidated basis with its subsidiary. Income tax expense is the total of current year income tax due or refundable and the change in deferred tax assets and liabilities.

 

Deferred tax assets and liabilities are recognized for the tax consequences of temporary differences between the reported amount of assets and liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A valuation allowance is recognized if, based on the weight of available evidence, management believes it is more likely than not that some portion or all of the deferred tax assets will not be realized. On the consolidated balance sheet, net deferred tax assets are included in accrued interest receivable and other assets.

 

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.  Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 

Interest expense and penalties associated with unrecognized tax benefits, if any, are classified as income tax expense in the consolidated statements of income. There have been no significant changes to unrecognized tax benefits or accrued interest and penalties for the sixnine months ended JuneSeptember 30, 2023.

 

20

 

9. FAIR VALUE MEASUREMENT

 

The Company measures fair value under the fair value hierarchy described below.

 

Level 1: Quoted prices for identical instruments traded in active exchange markets.

 

Level 2: Quoted prices (unadjusted) for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable or can be corroborated by observable market data.

 

Level 3: Model based techniques that use one significant assumption not observable in the market. These unobservable assumptions reflect the Company’s estimates of assumptions that market participants would use on pricing the asset or liability. Valuation techniques include management judgment and estimation which may be significant.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

 

Management monitors the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.

 

Management evaluates the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total assets, total liabilities or total earnings.

 

Fair Value of Financial Instruments

 

The carrying amounts and estimated fair values of financial instruments, at JuneSeptember 30, 2023 follows, in thousands:

  

   

Fair Value Measurements at June 30, 2023, Using:

    

Fair Value Measurements at September 30, 2023, Using:

 
 

Carrying Value

  

Level 1

  

Level 2

  

Level 3

  

Total Fair Value

  

Carrying Value

  

Level 1

  

Level 2

  

Level 3

  

Total Fair Value

 

Financial assets:

                      

Cash and cash equivalents

 $91,765  $91,765  $-  $-  $91,765  $90,567  $90,567  $-  $-  $90,567 

Investment securities

 468,920  -  468,920  -  468,920  438,265  -  438,265  -  438,265 

Loans held for sale

 384 - 384 - 0  - - - - - 

Loans, net

 924,666 - - 900,652 900,652  948,719 - - 906,961 906,961 

FHLB stock

 6,234  -  -  -  N/A  6,234  -  -  -  N/A 

FRB Stock

 1,368 - - - N/A  1,370 - - - N/A 

Accrued interest receivable

 7,881  18  2,684  5,179  7,881  7,958  90  2,570  5,298  7,958 

Financial liabilities:

                      

Deposits

 1,395,160 1,303,837 91,979 - 1,395,816  1,402,486 1,312,179 90,814 - 1,402,993 

Repurchase agreements

 20,464  -  20,464  -  20,464  16,145  -  16,145  -  16,145 

Note Payable

 10,000 - - 8,647 8,647  10,000 - - 8,682 8,682 

Accrued interest payable

 411  23  278  110  411  782  22  687  73  782 

 

The carrying amounts and estimated fair values of financial instruments, at December 31, 2022 follows, in thousands:

 

      

Fair Value Measurements at December 31, 2022 Using:

 
  

Carrying Value

  

Level 1

  

Level 2

  

Level 3

  

Total Fair Value

 

Financial assets:

                    

Cash and cash equivalents

 $183,426  $183,426  $-  $-  $183,426 

Investment securities

  444,703   -   444,703   -   444,703 

Interest rate swaps

  2,002   -   2,002   -   2,002 

Loans held for sale

  2,301   -   2,301   -   2,301 

Loans, net

  903,968   -   -   884,814   884,814 

FHLB stock

  4,964   -   -   -   N/A 

FRB Stock

  1,364   -   -   -   N/A 

Accrued interest receivable

  7,433   63   2,309   5,061   7,433 

Financial liabilities:

                    

Deposits

  1,457,809   1,408,623   49,627   -   1,458,250 

Repurchase agreements

  18,624   -   18,624   -   18,624 

Junior subordinated deferrable interest debentures

  10,310   -   -   7,770   7,770 

Accrued interest payable

  81   16   40   25   81 

 

Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on judgments regarding current economic conditions, risk characteristics of various financial instruments and other factors. Those estimates that are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision are included in Level 3. Changes in assumptions could significantly affect the fair values presented.

 

These estimates do not reflect any premium or discount that could result from offering the Company's entire holdings of a particular financial instrument for sale at one time, nor do they attempt to estimate the value of anticipated future business related to the instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of these estimates.

 

21

 
 

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring and non-recurring basis as of JuneSeptember 30, 2023 and December 31, 2022, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:

 

Assets and liabilities measured at fair value on a recurring basis at JuneSeptember 30, 2023 are summarized below, in thousands:

 

   

Fair Value Measurements at

    

Fair Value Measurements at

 
   

June 30, 2023 Using

    

September 30, 2023 Using

 
   

Quoted

        

Quoted

     
   

Prices in

        

Prices in

     
   

Active

 

Significant

      

Active

 

Significant

   
   

Markets for

 

Other

 

Significant

    

Markets for

 

Other

 

Significant

 
   

Identical

 

Observable

 

Unobservable

    

Identical

 

Observable

 

Unobservable

 
   

Assets

 

Inputs

 

Inputs

    

Assets

 

Inputs

 

Inputs

 
 

Total Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

  

Total Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

 

Assets:

  

U.S. Treasury securities

 $9,734 $- $9,734 $-  $9,796 $- $9,796 $- 

U.S. Government-sponsored agencies collateralized by mortgage obligations- residential

  227,244   -   227,244   -   212,178   -   212,178   - 

U.S. Government agencies collateralized by mortgage obligations-commercial

 106,698 - 106,698 -  101,288 - 101,288 - 

Obligations of states and political subdivisions

  125,244  -  125,244  -   115,003  -  115,003  - 
 $468,920  $-  $468,920  $-  $438,265  $-  $438,265  $- 

 

Assets and liabilities measured at fair value on a recurring basis at December 31, 2022 are summarized below, in thousands:

 

      

Fair Value Measurements at

 
      

December 31, 2022 Using

 
      

Quoted

         
      

Prices in

         
      

Active

  

Significant

     
      

Markets for

  

Other

  

Significant

 
      

Identical

  

Observable

  

Unobservable

 
      

Assets

  

Inputs

  

Inputs

 
  

Total Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

 

Assets:

                

U.S. Treasury securities

 $9,707  $-  $9,707  $- 

U.S. Government-sponsored agencies collateralized by mortgage obligations - residential

  214,408   -   214,408   - 

U.S. Government-agencies collateralized by mortgage obligations - commercial

  99,581   -   99,581   - 

Obligations of states and political subdivisions

  121,007   -   121,007   - 

Interest rate swaps

  2,002   -   2,002   - 
  $446,705  $-  $446,705  $- 

  

The fair value of securities available-for-sale equals quoted market price, if available. If quoted market prices are not available, fair value is determined using quoted market prices for similar securities or matrix pricing. The fair value of the interest rate swap agreements was derived from discounted cash flow analysis based on the terms of the contract and the forward interest rate curve adjusted for our credit risk. There were no changes in the valuation techniques used during 2023 or 2022. Transfers between hierarchy measurement levels are recognized by the Company as of the beginning of the reporting period. Changes in fair market value are recorded in other comprehensive income.

 

22

 
 

Assets and liabilities measured at fair value on a non-recurring basis at JuneSeptember 30, 2023 are summarized below, in thousands:

  

   

Fair Value Measurements at

    

Fair Value Measurements at

 
    

June 30, 2023 Using

     

September 30, 2023 Using

 
   

Quoted

          

Quoted

       
   

Prices in

     

Total

    

Prices in

     

Total

 
   

Active

 

Significant

   

Losses

    

Active

 

Significant

   

Losses

 
   

Markets for

 

Other

 

Significant

 

Six Months

    

Markets for

 

Other

 

Significant

 

Nine Months

 
   

Identical

 

Observable

 

Unobservable

 

Ended

    

Identical

 

Observable

 

Unobservable

 

Ended

 
   

Assets

 

Inputs

 

Inputs

 

June 30,

    

Assets

 

Inputs

 

Inputs

 

September 30,

 
 

Total Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

  

2023

  

Total Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

  

2023

 

Assets:

                      

Impaired loans

                      

RE – Agricultural

 $457  $-  $-  $457  $390 

Commercial

 26 - - 26 32  29 - - 29 28 

Other

  559  -  -  559  446 

Total Loans

 $1,042 $- $- $1,042 $868 
                      

Other Real Estate:

                      

RE – Residential

 83 $- $- $83 $-  440 $- $- $440 $- 

 

There were no assets measured at fair value on a non-recurring basis on December 31, 2022.  The Company has no liabilities which are reported at fair value.

 

The following methods were used to estimate fair value.

 

Collateral-Dependent Impaired Loans: The BankBank does not record loans at fair value on a recurring basis. However, from time to time, fair value adjustments are recorded on these loans to reflect partial write-downs, through charge-offs or specific reserve allowances, that are based on fair value estimates of the underlying collateral. The fair value estimates for collateral-dependent impaired loans are generally based on recent real estate appraisals or broker opinions, obtained from independent third parties, which are frequently adjusted by management to reflect current conditions and estimated selling costs (Level 3). Impairment charges of $868,00028,000 were recognized during the sixnine months ended JuneSeptember 30, 2023, related to the above impaired loans. No impairment charges were incurred during the sixnine months ended JuneSeptember 30, 2022.

 

Other Real Estate: Nonrecurring adjustments to certain real estate properties classified as other real estate owned are measured at the lower of carrying amount or fair value, less costs to sell. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized. Fair values are generally based on third party appraisals of the property which are commonly adjusted by management to reflect current conditions and selling costs (Level 3). Appraisals for other real estate are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Loan Administration Department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. On a quarterly basis, the Company compares the actual selling price of similar collateral that has been liquidated to the most recent appraised value for unsold properties to determine what additional adjustment, if any, should be made to the appraisal value to arrive at fair value. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available.

 

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at JuneSeptember 30, 2023 and December 31, 2022 (dollars in thousands): 

 

                          
 

Fair Value

 

Fair Value

 

Valuation

  

Range (Weighted Average)

 

Range (Weighted Average)

 

Fair Value

 

Fair Value

 

Valuation

  

Range (Weighted Average)

 

Range (Weighted Average)

Description

 

6/30/2023

 

12/31/2022

 

Technique

Significant Unobservable Input

 

6/30/2023

 

12/31/2022

 

9/30/2023

 

12/31/2022

 

Technique

Significant Unobservable Input

 

9/30/2023

 

12/31/2022

                          

Impaired Loans:

                          
             

RE – Agricultural

 $457  $- 

Third Party appraisals

Management Adjustments to Reflect Current Conditions and Selling Costs

 54% (54%) 

Commercial

 $26 - 

Third Party appraisals

Management Adjustments to Reflect Current Conditions and Selling Costs

 56% (56%)  $29 - 

Third Party appraisals

Management Adjustments to Reflect Current Conditions and Selling Costs

 49% (47%) 

Other

 $559 - 

Discounted cash flow

Probability of default, Loss severity

 44% (44%) 
                          

Other Real Estate:

                          
             

RE – Residential

 $83  $- 

Third Party appraisals

Management Adjustments to Reflect Current Conditions and Selling Costs

 8% (8%)  $440  $- 

Third Party appraisals

Management Adjustments to Reflect Current Conditions and Selling Costs

 11% -38%  (18%) 
                          

 

23

 
 

10. OTHER COMPREHENSIVE LOSS

 

The changes in the accumulated balances for each component of other comprehensive loss, net of tax for the twelve months ended December 31, 2022 and the sixnine months ended JuneSeptember 30, 2023 were as follows:

 

 

Unrealized

 

Unrealized

 

Other Accumulated

         
 

Gains (Losses)

 

Gain

 

Comprehensive

  

Unrealized

 

Unrealized

 

Other Accumulated

 
 

on AFS

 

Cah Flow Hedge

 

Income (Loss), net of tax

  

Gains (Losses)

 

Gain

 

Comprehensive

 
 

Securities

       

on AFS Securities

 

Cash Flow Hedge

 

Income (Loss), net of tax

 

Beginning Balance, January 1, 2022

 $1,666  $607  $1,600  $1,666  $607  $1,600 

Current year-to-date other comprehensive loss

  (55,849) 1,395  (38,356)  (55,849) 1,395  (38,356)

Ending balance, December 31, 2022

 $(54,183) $2,002  $(36,756) $(54,183) $2,002  $(36,756)

Current year-to-date other comprehensive loss

  (291) (2,002) (1,616)  (22,003) (2,002) (16,909)

Ending balance, June 30, 2023

 $(54,474) $-  $(38,372)

Ending balance, September 30, 2023

 $(76,186) $-  $(53,665)

 

Reclassifications out of accumulated other comprehensive loss for the sixnine months ended JuneSeptember 30, 2023 and JuneSeptember 30, 2022, were as follows:

 

Amounts Reclassified from Accumulated Other Comprehensive Loss

Amounts Reclassified from Accumulated Other Comprehensive Loss

Amounts Reclassified from Accumulated Other Comprehensive Loss

Details about Accumulated Other Comprehensive (Loss) Components

 

Six months ended June 30, 2023

 

Six months ended June 30, 2022

 

Affected Line Item on the Statement of Income

 

Nine Months Ended September 30, 2023

 

Nine Months Ended September 30, 2022

 

Affected Line Item on the Statement of Income

Cash flow hedge

            

Termination of cash flow hedge

 $1,707  $- 

Non-Interest Income

 $1,707  $- 

Non-Interest Income

Tax effect

  (505) - 

Provision for income taxes

  (505) - 

Provision for income taxes

Total reclassifications for the period

 $1,202  $- 

Net income

 $1,202  $- 

Net income

 

24

 
 

PART I – FINANCIAL INFORMATION

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Certain matters discussed in this Quarterly Report are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Such risks and uncertainties include, among others, (1) significant increases in competitive pressures in the financial services industry; (2) changes in the interest rate environment resulting in reduced margins; (3) general economic conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality; (4) changes in regulatory environment; (5) loss of key personnel; (6) fluctuations in the real estate market; (7) changes in business conditions and inflation; (8) operational risks including data processing systems failures or fraud; and (9) changes in securities markets. Therefore, the information set forth herein should be carefully considered when evaluating the business prospects of Plumas Bancorp (the “Company”).

 

When the Company uses in this Quarterly Report the words “anticipate”, “estimate”, “expect”, “project”, “intend”, “commit”, “believe” and similar expressions, the Company intends to identify forward-looking statements. Such statements are not guarantees of performance and are subject to certain risks, uncertainties and assumptions, including those described in this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected, projected, intended, committed or believed. The future results and stockholder values of the Company may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond the Company’s ability to control or predict. For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

INTRODUCTION

 

The following discussion and analysis sets forth certain statistical information relating to the Company as of JuneSeptember 30, 2023 and December 31, 2022 and for the three and sixnine-month periods ended JuneSeptember 30, 2023. This discussion should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes thereto included in Plumas Bancorp’s Annual Report filed on Form 10-K for the year ended December 31, 2022.

 

Plumas Bancorp trades on The NASDAQ Capital Market under the ticker symbol “PLBC”.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES 

 

There have been no changes to the Company’s critical accounting policies from those disclosed in the Company’s 2022 Annual Report to Shareholders on Form 10-K.

 

25

 

RESULTS OF OPERATIONS FOR THE SixNine MONTHS ENDED JuneSeptember 30, 2023
 
Net Income. The Company recorded net income of $14.3$22.3 million for the sixnine months ended JuneSeptember 30, 2023, up $2.9$3.6 million from net income of $11.4$18.6 million for the sixnine months ended JuneSeptember 30, 2022. An increase of $8.9$10.9 million in net interest income was partially offset by increases of $2.6$3.9 million in non-interest expense, $2.2$1.7 million in the provision for credit losses, $1.0$1.3 million in the provision for income taxes and a reduction of $246,000$488,000 in non-interest income. The annualized return on average assets was 1.81%1.88% for the sixnine months ended JuneSeptember 30, 2023, up from 1.41%1.52% for the sixnine months ended JuneSeptember 30, 2022. The annualized return on average equity increased from 18.3%20.1% during the first halfnine months of 2022 to 22.7%23.3% during the current period.
 
The following is a detailed discussion of each component of the change in in net income.

 

Net interest income before provision for credit losses. Driven by Net interest income for the nine months ended September 30, 2023 was $52.1 million, an increase in market rates, net interest income increased by $8.9of $11.0 million from $25.5the $41.1 million earned during the six months ended June 30, 2022, to $34.4 million for the six months ended June 30, 2023. same period in 2022. The increase in net interest income includes an increase of $9.9$13.0 million in interest income partially offset by an increase of $1.0$2.0 million in interest expense. Interest and fees on loans, including loans held for sale, increased by $4.7$6.9 million related both to an increasegrowth in average balancethe loan portfolio and an increase in yield. Average loan balances increased by $77.5 million, while the average yield on loans increased by 61 basis points from 5.12% during the first half of 2022 to 5.73% during the current period.portfolio.  Net loan fees/costs declined from net fees of $511,000$561,000 during the 2022 period to net costs of $581,000$927,000 during the sixnine months ended JuneSeptember 30, 2023.  This decline is mostly related to a decline in fees earned on PPP loans. The increase in loanaverage yield includes the effect of an increase in market rateson loans, including loans held for sale, increased by 62 basis points from 5.20% during the second halffirst nine months of 2022 and in 2023 partially offset by a decline in PPP fee income.to 5.82% during the current period. The average prime interest rate increased from 3.62%4.20% during the first half ofnine months ended September 30, 2022 to 7.92%8.09% during the current period. Approximately 21% of the Company's loans are tied to the prime interest rate and most of these reprice within one to three months with a change in prime. Interest and fees on loans held for sale decreased by $383,000$436,000 related to a decrease in average balance of $14.6$10.6 million from $15.6$11.3 million for the sixnine months ended JuneSeptember 30, 2022 to $1.0 million$712,000 for the sixnine months ended JuneSeptember 30, 2023.  Loans held for sale are tied to the prime interest rate and reprice quarterly.  Yield on loans held for sale increased by 3.59%3.47% to 9.13%9.20%.

 

Interest on investment securities increased by $4.1$5.4 million related to an increase in average investment securities of $148$123 million to $472$469 million and an increase in yield of 10892 basis points to 3.24%3.25%. The increase in loan and investment yields is consistent with the increase in market rates during 2022 and into the first half of 2023. Interest on cash balances increased by $1.5 million$691,000 related to an increase in the rate paid on these balances from 0.50%1.07% during the first half ofnine months ended September 30, 2022 to 4.84%4.95% during the current period mostly related to an increase in the rate paid on balances held at the Federal Reserve Bank (FRB). The average rate earned on FRB balances increased from 0.52%1.10% during the first half ofnine months ended September 30, 2022 to 4.82%4.99% during the current period. Average interest-bearing cash balances decreased by $237$235 million to $97$89 million during the current period.

 

Interest paid on deposit accounts increased for all products mostly related to market conditions.  In total interest paid on deposits increased by $954,000$1.9 million broken down by product type as follows: Money market accounts - $433,000,$767,000, Savings accounts - $240,000$351,000 and Time deposits - $281,000.$832,000.  Beginning in April 2023 we began offering a time deposit promotion offering for a limited time 7-month and 11-month time deposits at an interest rate of 4%.  We discontinued this promotion, which generated $46 million in deposits, on June 30, 2023.

 

During March we redeemed our junior subordinated debentures with funding provided by a $10 million borrowing on Plumas Bancorp's line of credit/term loan facility.  Interest expense incurred during the sixnine months ended JuneSeptember 30, 2023, on the junior subordinated debentures totaled $141,000 down from $179,000$267,000 during the first half ofsame period in 2022.  Interest and fees incurred on the line of credit borrowing totaled $141,000$255,000 during the current period. Interest expense on other interest-bearing liabilities declined by $25,000from $50,000 to $9,000$18,000 for the sixnine months ended JuneSeptember 30, 2023.

 

Net interest margin for the sixnine months ended JuneSeptember 30, 2023 increased 1.27%by 110bp to 4.66%4.70%, up from 3.39%3.60% for the same period in 2022.

 

26

 

The following table presents for the sixnine-month periods indicated the distribution of consolidated average assets, liabilities and shareholders' equity. It also presents the amounts of interest income from interest earning assets and the resultant annualized yields expressed in both dollars and annualized yield percentages, as well as the amounts of interest expense on interest bearing liabilities and the resultant cost expressed in both dollars and annualized rate percentages. Average balances are based on daily averages. Nonaccrual loans are included in the calculation of average loans while nonaccrued interest thereon is excluded from the computation of yields earned:

 

 For the Six Months Ended For the Six Months Ended  For the Nine Months Ended For the Nine Months Ended 
 June 30, 2023  June 30, 2022  September 30, 2023  September 30, 2022 
 Average       Average       Average       Average      
 Balance Interest Yield/ Balance Interest Yield/  Balance Interest Yield/ Balance Interest Yield/ 
 (in thousands)  (in thousands)  Rate  (in thousands)  (in thousands)  Rate  (in thousands)  (in thousands)  Rate  (in thousands)  (in thousands)  Rate 

Interest-earning assets:

                        

Loans (2) (3)

 916,389  $26,041  5.73% $838,866  $21,302  5.12% 925,436  $40,314  5.82% $847,043  $32,933  5.20%

Loans held for sale

 1,016  46  9.13% 15,624  429  5.54% 712  49  9.20% 11,307  485  5.73%

Taxable investment securities

 347,002  5,752  3.34% 226,609  2,314  2.06% 343,868  8,641  3.36% 244,380  4,124  2.26%

Non-taxable investment securities (1)

 125,388  1,841  2.96% 97,703  1,159  2.39% 124,879  2,763  2.96% 101,344  1,900  2.51%

Interest-bearing deposits

  97,103   2,330  4.84%  333,615   829  0.50%  88,819   3,286  4.95%  324,172   2,595  1.07%

Total interest-earning assets

 1,486,898   36,010  4.88% 1,512,417   26,033  3.47% 1,483,714   55,053  4.96% 1,528,246   42,037  3.68%

Cash and due from banks

 26,386       51,663       25,943       45,329      

Other assets

  75,034         64,634         75,771         66,667       

Total assets

 $1,588,318        $1,628,714        $1,585,428        $1,640,242       
  

Interest-bearing liabilities:

                        

Money market deposits

 $232,855  $555  0.48% $258,833  $122  0.10% $229,914  $945  0.55% $256,337  $178  0.09%

Savings deposits

 392,899  407  0.21% 390,812  167  0.09% 383,790  607  0.21% 397,445  256  0.09%

Time deposits

  58,057   369  1.28%  63,045   88  0.28%  69,256   959  1.85%  61,405   127  0.28%

Total deposits

 683,811  1,331  0.39% 712,690  377  0.11% 682,960  2,511  0.39% 715,187  561  0.10%

Junior subordinated debentures

 4,575  141  6.22% 10,310  179  3.50% 3,033  141  6.22% 10,310  267  3.46%

Other borrowings

 5,691  141  5.00% -  -  -% 7,143  255  4.77% -  -  -%

Repurchase agreements & other

  17,687   9  0.10%  11,987   34  0.57%  18,230   18  0.13%  11,601   50  0.58%

Total interest-bearing liabilities

 711,764   1,622  0.46% 734,987   590  0.16% 711,366   2,925  0.55% 737,098   878  0.16%

Non-interest-bearing deposits

 733,781       755,979       729,044       767,181      

Other liabilities

 15,908       11,919       17,293       11,824      

Shareholders' equity

  126,865         125,829         127,725         124,139       

Total liabilities & equity

 $1,588,318        $1,628,714        $1,585,428        $1,640,242       

Cost of funding interest-earning assets (4)

       0.22%       0.08%       0.26%       0.08%

Net interest income and margin (5)

    $34,388  4.66%    $25,443  3.39%    $52,128  4.70%    $41,159  3.60%

 


(1)

Not computed on a tax-equivalent basis.

(2)

Average nonaccrual loan balances of $3.0$3.1 million for 2023 and $4.2$3.3 million for 2022 are included in average loan balances for computational purposes.

(3)

Net (costs) fees included in loan interest income for the sixnine-month periods ended JuneSeptember 30, 2023 and 2022 were ($581,000)927,000) and $511,000,$561,000, respectively.

(4)

Total annualized interest expense divided by the average balance of total earning assets.

(5)

Annualized net interest income divided by the average balance of total earning assets.

 


 

The following table sets forth changes in interest income and interest expense for the sixnine-month periods indicated and the amount of change attributable to variances in volume, rates and the combination of volume and rates based on the relative changes of volume and rates:

 

 

2023 over 2022 change in net interest income

  

2023 over 2022 change in net interest income

 
 

for the six months ended June 30,

  

for the nine months ended September 30,

 
 

(in thousands)

  

(in thousands)

 
 

Volume (1)

  

Rate (2)

  

Mix (3)

  

Total

  

Volume (1)

  

Rate (2)

  

Mix (3)

  

Total

 
  

Interest-earning assets:

                

Loans

 $1,969  $2,536  $234  $4,739  $3,048  $3,966  $367  $7,381 

Loans held for sale

 (401) 278  (260) (383) (454) 293  (275) (436)

Taxable investment securities

 1,230  1,442  766  3,438  1,679  2,017  821  4,517 

Non-taxable investment securities

 328  276  78  682  441  342  80  863 

Interest-bearing deposits

  (588)  7,176   (5,087)  1,501   (1,892)  9,529   (6,946)  691 

Total interest income

  2,538   11,708   (4,269)  9,977   2,822   16,147   (5,953)  13,016 

Interest-bearing liabilities:

                

Money market deposits

 (12) 495  (50) 433  (19) 876  (90) 767 

Savings deposits

 1  238  1  240  (9) 373  (13) 351 

Time deposits

 (7) 313  (25) 281  16  723  93  832 

Junior subordinated debentures

 (100) 139  (77) (38) (188) 212  (150) (126)

Other borrowings

 -  -  141  141  -  -  255  255 

Repurchase agreements & other

  16   (28)  (13)  (25)  29   (39)  (22)  (32)

Total interest expense

  (102)  1,157   (23)  1,032   (171)  2,145   73   2,047 

Net interest income

 $2,640  $10,551  $(4,246) $8,945  $2,993  $14,002  $(6,026) $10,969 

 


 

(1)

The volume change in net interest income represents the change in average balance divided by the previous year’s rate.

 

(2)

The rate change in net interest income represents the change in rate divided by the previous year’s average balance.

 

(3)

The mix change in net interest income represents the change in average balance multiplied by the change in rate.

 

Provision for credit losses. Upon adoption of CECL we recorded an increase in the allowance for credit losses of $529,000 and an increase in the reserve for unfunded commitments of $258,000.  During the first sixnine months of 2023 we recorded a provision for credit losses of $2,875,000$2,675,000 an increase of $2,175,000$1,675,000 from $700,000$1,000,000 during the sixnine months ended JuneSeptember 30, 2022. The provision for credit losses during the current period consisted of a provision for credit losses - loanslosses-loans of $2,550,000$2,425,000 and an increase in the reserve for unfunded commitments of $325,000.$250,000.  The increase in the reserves was principally related to an increase in qualitative reserves related to the continuation of increases in market interest rates and a reduction in economic activity. Additionally, we recorded specific reserves totaling $868,000 on three loans. As time progresses the results of economic conditions will require CECL model assumption inputs to change and further refinements to the estimation process may also be identified.  See “Analysis of Asset Quality and Allowance for Loan Losses” for a discussion of loan quality trends and the provision for credit losses.

 

The following tables present the activity in the allowance for credit losses and the reserve for unfunded commitments during the sixnine months ended JuneSeptember 30, 2023 and 2022 (in thousands).

 

Allowance for Credit Losses

 

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

September 30, 2022

 

Balance, beginning of period

 $10,717  $10,352  $10,717  $10,352 

Impact of CECL adoption

 529  -  529  - 

Provision charged to operations

 2,550  700  2,425  1,000 

Losses charged to allowance

 (738
)
 (469
)
 (1,252
)
 (855
)

Recoveries

  327   336   528   423 

Balance, end of period

 $13,385  $10,919  $12,947  $10,920 

 

Reserve for Unfunded Commitments

 

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

September 30, 2022

 

Balance, beginning of period

 $341  $341  $341  $341 

Impact of CECL adoption

 258  -  258  - 

Provision charged to operations

  325   -   250   - 

Balance, end of period

 $924  $341  $849  $341 

 

Non-interest income. During the sixnine months ended JuneSeptember 30, 2023, non-interest income totaled $6.1$8.4 million, a decrease of $246,000$488,000 from $6.3$8.9 million during the sixnine months ended JuneSeptember 30, 2022. The largest component of this decrease was a decline in gain on sale of loans of $2.1$2.5 million from $2.3$2.7 million during the sixnine months ended JuneSeptember 30, 2022 to $219,000$234,000 during the current period. We did not sell SBA 7(a)  loans during the second and third quarters of 2021 resulting in an inventory of loans held for sale of $31.3 million at December 31, 2021.  During the first half ofnine months ended September 30,  2022 we sold $38.2$48.9 million in guaranteed portions of SBA 7(a) loans. This compares to $4.9$5.3 million in sales during the current period. MostlyPartially offsetting the decline in SBA gains was a gain of $1.7 million on termination of our interest rate swaps during the first quarter of 2023.   

 

During the fourth quarter of 2022 and continuing into 2023 we experienced a significant decline in premiums received on the sale of SBA loans; in response we chose to portfolio SBA 7(a) loans which do not meet a minimum premium on sale. During the current period we chose not to sell $4.1 million in salable guaranteed portions of SBA 7(a) loans as they did not meet our minimum premium on sale. Additionally, the SBA 7(a) loan product that is salable in the open market is variable rate tied to prime and we have seen a significant decline in interest in this product given the recent increases in the prime rate.  While we continue to produce SBA 7(a) loans for sale at a greatly reduced rate, we have startedhad success in funding fixed rate SBA 7(a) loans which we portfolio. At September 30, 2023 fixed rate SBA 7(a) loans totaled  $19 million.  

 


 

The following table describes the components of non-interest income for the sixnine-month periods ended JuneSeptember 30, 2023 and 2022, dollars in thousands: 

 

 

For the Six Months Ended

       

For the Nine Months Ended

      
 

June 30,

       

September 30,

      
 

2023

  

2022

  

Dollar Change

  

Percentage Change

  

2023

  

2022

  

Dollar Change

  

Percentage Change

 

Gain on termination of swaps

 1,707 - 1,707 100.0%

Interchange income

 1,539  1,615  (76) (4.7)% $2,458  $2,478  $(20) (0.8)%

Service charges on deposit accounts

 1,313  1,170  143  12.2% 2,051  1,835  216  11.8%

Gain on termination of swaps

 1,707 0 1,707 100.0%

Loan servicing fees

 476  422  54  12.8% 686  642  44  6.9%

Gain on sale of loans, net

 219  2,335  (2,116) (90.6)% 234  2,688  (2,454) (91.3)%

Earnings on life insurance policies

 204  187  17  9.1% 313  281  32  11.4%

Other

  610   585   25   4.3%  931   944   (13)  (1.4)%

Total non-interest income

 $6,068  $6,314  $(246)  (3.9)% $8,380  $8,868  $(488)  (5.5)%

 

Non-interest expense. During the six nine months ended JuneSeptember 30, 2023 total non-interest expense increased by $2.6$3.9 million from $15.7 million during the first half of 2022 to $18.3 million during the current period.$27.8 million. The largest components of this increase were increases in salary and benefit expense of $1.6$2.3 million, and an increase in occupancy and equipment costs of $345,000. The increase in salary$477,000 and benefit expense primarily relates to an increase in salary expense and a reduction in the deferraloutside service fees of loan origination costs. Salary expense increased by $728,000 which we attribute to both growth in headcount and merit and promotional salary increases.$408,000. The largest single componentcomponents of the increase in salary and benefit expense waswere a $866,000$1.2 million increase in salary expense and a $941,000 reduction in the deferral of loan origination expense. We attribute much of the increase in salary expense as weto two factors. Merit and promotional salary increases and an increase in staffing. Our full-time equivalent employee count has increased from 172 at September 30, 2022 to 180 at September 30, 2023.  We have seen a reduction in loan demand given the current economic environment especially in SBA 7(a) loans tied to the prime interest rate.rate resulting in the reduction in the deferral of loan origination costs. Occupancy and equipment costs increased by $345,000, much$477,000, a large portion of which relates to snow removal and other costs attributable to an unusually harsh winter in our service area.area and to a lesser extent our new Chico, California branch. The increase in outside service fees was spread among several different categories, the largest of which was $85 thousand in interchange expense. 

 

The following table describes the components of non-interest expense for the sixnine -month periods ended JuneSeptember 30, 2023 and 2022, dollars in thousands: 

 

 

For the Six Months Ended

       

For the Nine Months Ended

      
 

June 30,

       

September 30,

      
 

2023

  

2022

  

Dollar Change

  

Percentage Change

  

2023

  

2022

  

Dollar Change

  

Percentage Change

 

Salaries and employee benefits

 $9,933  $8,320  $1,613  19.4% $15,047  $12,700  $2,347  18.5%

Occupancy and equipment

 2,593  2,248  345  15.3% 3,945  3,468  477  13.8%

Outside service fees

 2,175  1,930  245  12.7% 3,345  2,937  408  13.9%

Professional fees

 626  616  10  1.6% 854  930  (76) (8.2)%

Advertising and shareholder relations

 460  302  158  52.3% 693  496  197  39.7%

Telephone and data communication

 606  572  34  5.9%

Director compensation and expense

 438  275  163  59.3% 603  429  174  40.6%

Telephone and data communication

 403  382  21  5.5%

Armored car and courier

 558  498  60  12.0%

Deposit insurance

 370  372  (2) (0.5)% 552  420  132  31.4%

Armored car and courier

 347  315  32  10.2%

Business development

 305  242  63  26.0% 457  372  85  22.8%

Loan collection expenses

 217  143  74  51.7% 308  199  109  54.8%

Amortization of core deposit intangible

 120  144  (24) (16.7)% 180  216  (36) (16.7)%

Other

  336   418   (82) (19.6)%  616   667   (51) (7.6)%

Total non-interest expense

 $18,323  $15,707  $2,616  16.7% $27,764  $23,904  $3,860  16.1%

 

Provision for income taxes. The Company recorded an income tax provision of $5.0$7.8 million, or 25.8%26.0% of pre-tax income for the sixnine months ended JuneSeptember 30, 2023. This compares to an income tax provision of $4.0$6.5 million, or 25.8%25.9% of pre-tax income for the sixnine months ended JuneSeptember 30, 2022. The percentages for  2023 and  2022 differ from statutory rates as tax exempt items of income such as earnings on Bank owned life insurance and municipal loan and securities interest decrease taxable income.

 

29

 

RESULTS OF OPERATIONS FOR THE three MONTHS ENDED JuneSeptember 30, 2023

 

Net Income. The Company recorded net income of $6.7$8.0 million for the three months ended JuneSeptember 30, 2023 up $1.0 million$742,000 from net income of $5.7$7.2 million for the three months ended JuneSeptember 30, 2022An increase of $3.8$2.0 million in net interest income and a decline in the provision for credit losses of $500,000 was partially offset by increases of $1.1$1.2 million in non-interest expense, $950,000 in the provision for credit losses, $295,000 in$296,000 in the provision for income taxes and a reduction of $521,000$241,000 in non-interest income.

 

The annualized return on average assets was 1.70%2.00% for the three months ended JuneSeptember 30, 2023 up from 1.40%1.72% for the three months ended JuneSeptember 30, 2022. The annualized return on average equity increased from 19.0%23.7% during the secondthird quarter of 2022 to 20.5%24.4% during the current quarter.

 

The following is a detailed discussion of each component of the change in net income.

 

Net interest income before provision for credit losses. Net interest income was $17.2$17.7 million for the three months ended JuneSeptember 30, 2023, an increase of $3.8$2.0 million from the same period in 2022.  The increase in net interest income includes an increase of $4.5$3.0 million in interest income partially offset by an increase of $0.7$1.0 million in interest expense. Interest and fees on loans, including loans held for sale, increased by $2.3$2.6 million related to growth in the loan portfolio and an increase in yield on the portfolio.  Net loan fees/costs declined from net fees of $200,000$50,000 during the 2022 quarter to net costs of $231,000$346,000 during the three months ended JuneSeptember 30, 2023.  This decline is mostly related to a decline in fees earned on PPP loans.

 

Including loans held for sale, average loan balances increased by $65$77 million, while the average yield on these loans increased by 6365 basis points from 5.21%5.35% during the secondthird quarter of 2022 to 5.84%6.00% during the current quarter. The increase in loan yield includes the effect of an increase in market rates during 2023 partially offset by a decline in PPP fee income as described above. The average prime interest rate increased from 3.94%5.35% during the secondthird quarter of 2022 to 8.16%8.43% during the current quarter.

 

Interest on investment securities increased by $1.9$1.2 million from the secondthird quarter of 2022, related to an increase in average investment securities of $141$74 million to $478$462 million and an increase in yield on the investment portfolio from 2.31%2.61% during the secondthird quarter of 2022 to 3.24%3.28% during the current quarter. Interest on interest-earning cash balances increaseddecreased by $304,000$0.8 million related to a decrease in average interest-earning cash balances partially offset by an increase in the rate earned on these balances partially offset by a decrease in average interest-earning cash balances.  The rate paid on interest-earning cash balances increased from 0.84%2.29% during the secondthird quarter of 2022 to 5.14%5.37% during the current quarter mostly related to an increase in the rate paid on balances held at the Federal Reserve Bank.  The average rate paid on Federal Reserve balances was 0.84%2.25% during the secondthird quarter of 2022 and 5.06%5.33% during the current quarter. Average interest-earning cash balances declined from $314$306 million during the secondthird quarter of 2022 to $75$71 million in the current quarter related to a decline in average deposits and increases in loans and investments.

 

Interest paid on deposit accounts increased for all products mostly related to market conditions.  In total interest paid on deposits increased by $681,000 broken down by product time as follows: Money market account - $282,000, Savings accounts - $123,000 and Time deposits - $276,000.  Beginning in April 2023 we began offering a time deposit promotion offering for a limited time 7-month and 11-month time deposits at an interest rate of 4%.  We discontinued this promotion, which generated $46 million in deposits, on June 30, 2023. During March we redeemed our junior subordinated debentures with funding provided by a $10 million borrowing on Plumas Bancorp's line of credit/term loan facility.  Interest and fees incurred on the line of credit borrowing totaled $113,000 during the current period. Interest expense on other interest-bearing liabilities declined by $9,000 to $7,000 for the three months ended June 30, 2023.

Average interest earning assets during the three months ended JuneSeptember 30, 2023 totaled $1.5 billion, a decrease of $33$84 million from the same period in 2022.  The average yield on interest earning assets increased 131105 basis points to 4.96%5.12%, up from 3.65%4.07% for the same period in 2022. Net interest margin for the three months ended JuneSeptember 30, 2023 increased 11277 basis points to 4.69%4.77%, up from 3.57%4.00% for the same period in 2022.

.

 


 

The following table presents for the three-month periods indicated the distribution of consolidated average assets, liabilities and shareholders' equity. It also presents the amounts of interest income from interest earning assets and the resultant annualized yields expressed in both dollars and annualized yield percentages, as well as the amounts of interest expense on interest bearing liabilities and the resultant cost expressed in both dollars and annualized rate percentages. Average balances are based on daily averages. Nonaccrual loans are included in the calculation of average loans while nonaccrued interest thereon is excluded from the computation of yields earned:

 

 

For the Three Months Ended

 

For the Three Months Ended

  

For the Three Months Ended

 

For the Three Months Ended

 
 

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

September 30, 2022

 
 

Average

       

Average

       

Average

       

Average

      
 

Balance

 

Interest

 

Yield/

 

Balance

 

Interest

 

Yield/

  

Balance

 

Interest

 

Yield/

 

Balance

 

Interest

 

Yield/

 
 

(in thousands)

  

(in thousands)

  

Rate

  

(in thousands)

  

(in thousands)

  

Rate

  

(in thousands)

  

(in thousands)

  

Rate

  

(in thousands)

  

(in thousands)

  

Rate

 

Interest-earning assets:

                        

Loans (2) (3)

 $919,751  $13,388  5.84% $846,358  $10,992  5.21% $943,234  $14,273  6.00% $863,132  $11,637  5.35%

Loans held for sale

 202  5  9.93% 8,600  123  5.74% 114  3  10.44% 2,814  50  7.05%

Taxable investment securities

 351,986  2,938  3.35% 238,477  1,315  2.21% 337,702  2,888  3.39% 279,342  1,811  2.57%

Non-taxable investment securities (1)

 126,148  927  2.95% 98,552  626  2.55% 123,877  923  2.96% 108,508  741  2.71%

Interest-bearing deposits

  75,233   965  5.14%  314,289   661  0.84%  70,545   955  5.37%  305,526   1,766  2.29%

Total interest-earning assets

 1,473,320  18,223  4.96% 1,506,276  13,717  3.65% 1,475,472  19,042  5.12% 1,559,322  16,005  4.07%

Cash and due from banks

 26,050       48,852       27,049       32,934      

Other assets

  74,888         68,522         77,221         70,665       

Total assets

 $1,574,258        $1,623,650        $1,579,742        $1,662,921       
  

Interest-bearing liabilities:

                        

Money market deposits

  229,886  $338  0.59% $255,088  $56  0.09%  224,128  $391  0.69% $251,427  $55  0.09%

Savings deposits

 383,599  208  0.22% 396,868  85  0.09% 365,869  199  0.22% 410,496  89  0.09%

Time deposits

  67,986   318  1.88%  61,955   42  0.27%  91,290   590  2.56%  58,179   39  0.27%

Total deposits

 681,471  864  0.51% 713,911  183  0.10% 681,287  1,180  0.51% 720,102  183  0.09%

Junior subordinated debentures

 -  -  -% 10,310  90  3.50% -  -  -% 10,310  89  3.42%

Other borrowings

 10,000 113 4.53% - - -% 10,000 114 4.52% - - -%

Repurchase agreements & other

  16,900   7  0.17%  10,135   16  0.63%  19,300   9  0.19%  10,842   17  0.62%

Total interest-bearing liabilities

 708,371   984  0.56% 734,356   289  0.16% 710,587   1,303  0.73% 741,254   289  0.15%

Non-interest-bearing deposits

 718,372       757,655       719,725       789,218      

Other liabilities

 17,411       11,935       20,012       11,635      

Shareholders' equity

  130,104         119,704         129,418         120,814       

Total liabilities & equity

 $1,574,258        $1,623,650        $1,579,742        $1,662,921       

Cost of funding interest-earning assets (4)

      0.27%      0.08%      0.35%      0.07%

Net interest income and margin (5)

    $17,239  4.69%    $13,428  3.57%    $17,739  4.77%    $15,716  4.00%

 


(1)

Not computed on a tax-equivalent basis.

(2)

Average nonaccrual loan balances of $3.6$3.4 million for 2023 and $3.4$1.6 million for 2022 are included in average loan balances for computational purposes.

(3)

Net (costs) fees included in loan interest income for the three-month period ended JuneSeptember 30, 2023 and 2022 were ($231,000)346,000) and $200,000,$50,000, respectively.

(4)

Total annualized interest expense divided by the average balance of total earning assets.

(5)

Annualized net interest income divided by the average balance of total earning assets.

 


 

The following table sets forth changes in interest income and interest expense for the three-month periods indicated and the amount of change attributable to variances in volume, rates and the combination of volume and rates based on the relative changes of volume and rates:

 

 

2023 over 2022 change in net interest income

  

2023 over 2022 change in net interest income

 
 

for the three months ended June 30,

  

for the three months ended September 30,

 
 

(in thousands)

  

(in thousands)

 
 

Volume (1)

  

Rate (2)

  

Mix (3)

  

Total

  

Volume (1)

  

Rate (2)

  

Mix (3)

  

Total

 
  

Interest-earning assets:

                        

Loans

 $953  $1,328  $115  $2,396  $1,080  $1,424  $132  $2,636 

Loans held for sale

 (120) 90 (88) (118) (48) 24 (23) (47)

Taxable investment securities

 626  675  322  1,623  378  578  121  1,077 

Non-taxable investment securities

 175  98  28  301  105  67  10  182 

Interest-bearing deposits

  (503)  3,370   (2,563)  304   (1,363)  2,421   (1,869)  (811)

Total interest income

  1,131   5,561   (2,186)  4,506   152   4,514   (1,629)  3,037 

Interest-bearing liabilities:

                        

Money market deposits

 (6) 319  (31) 282  (6) 384  (42) 336 

Savings deposits

 (3) 130  (4) 123  (9) 134  (15) 110 

Time deposits

 4  248  24  276  22  337  192  551 

Junior subordinated debentures

 (90) -  -  (90) (89) -  -  (89)

Other borrowings

 - - 113 113  - - 114 114 

Repurchase agreements & other

  11   (12)  (8)  (9)  13   (12)  (9)  (8)

Total interest expense

  (84)  685   94   695   (69)  843   240   1,014 

Net interest income

 $1,215  $4,876  $(2,280) $3,811  $221  $3,671  $(1,869) $2,023 

 


 

(1)

The volume change in net interest income represents the change in average balance divided by the previous year’s rate.

 

(2)

The rate change in net interest income represents the change in rate divided by the previous year’s average balance.

 

(3)

The mix change in net interest income represents the change in average balance multiplied by the change in rate.

 

Provision for credit losses. During the three months ended JuneSeptember 30, 2023 and 2022 we recorded a provision for credit losses -of ($200,000) and $300,000, respectively. During early October two collateral dependent loans to one borrower paid off in full, this resulted in a reduction in the specific reserves on these loans of $1,300,000$791,000 and $400,000, respectively.a negative provision during the current quarter of $200,000.  See “Analysis of Asset Quality and Allowance for Loan Losses” for a discussion of loan quality trends and the provision for credit losses.

 

Non-interest income. Non-interest income decreased by $521,000$241,000 to $2.1$2.3 million during the current quarter from $2.7$2.6 million during the three months ended JuneSeptember 30, 2022. The largest component of this decrease was a decline in gains on sale of SBA loans of $645,000.$339,000.  During the current quarter we sold one loan totaling $652,000.$370,000.  This compares to sales of $14.1$10.7 million during the secondthird quarter of 2022.  The SBA 7(a) loan product that is salable in the open market is variable rate tied to prime and we have seen a significant decline in interest in this product given the recent increases in the prime rate.

 

 


 

The following table describes the components of non-interest income for the three-month periods ended JuneSeptember 30, 2023 and 2022, dollars in thousands: 

 

 

For the Three Months Ended

       

For the Three Months Ended

      
 

June 30,

       

September 30,

      
 

2023

  

2022

  

Dollar Change

  

Percentage Change

  

2023

  

2022

  

Dollar Change

  

Percentage Change

 

Interchange income

 824  853  (29) (3.4)% $919  $864  $55  6.4%

Service charges on deposit accounts

  694   604   90  14.9%  737   666   71  10.7%

Loan servicing fees

 241  212  29  13.7% 210  220  (10) (4.5)%

Earnings on life insurance policies

 100  93  7  7.5% 108  99  9  9.1%

(Loss) gain on sale of loans, net

 (11) 634  (645) (101.7)%

Gain on sale of loans, net

 14  353  (339) (96.0)%

Other

  295   268   27  10.1%  325   352   (27) (7.7)%

Total non-interest income

 $2,143  $2,664  $(521) (19.6)% $2,313  $2,554  $(241) (9.4)%

 

Non-interest expense. During the three months ended JuneSeptember 30, 2023, total non-interest expense increased by $1.1$1.2 million from $8.0$8.2 million during the secondthird quarter of 2022 to $9.1$9.4 million during the current quarter.  The largest components of this increase were an increase in salary and benefit expense of $628,000,$734,000, and an increase in outside service fees of $159,000 and an increase in occupancy and equipment costs of $142,000.$163,000. The increase in salary and benefit expense primarily relates to an increase in salary expense and a reduction in the deferral of loan origination costs.expense. Salary expense increased by $440,000$453,000 which we attribute primarily to merit and promotional salary increases.  In addition,increases, termination costs related to our full-time equivalent employee count has increased from 172 on June 30, 2022, to 176 on June 30, 2023. The deferral ofdealer loan origination costs declined by $366,000 from the second quarter of 2022 as we have seen a reductionprogram totaling $115,000 and an increase in loan demand given the current economic environment especially in SBA 7(a) loans tied to the prime interest rate.employees.  The increase in outside service fees was spread among several different categories, the largest of which were network administration, investment management fees, andwas $36,000 thousand in interchange expense. Occupancy and equipment costs increased by $142,000, much of which relatesIn addition, during August 2023 we fully outsourced our Core processing system.  The Core system remains unchanged, but we went from a partially outsourced system to snow removal and other costs attributable to an unusually harsh winter in our service area and the opening of our new Chico, California branch during the second quarter of 2023.a fully outsourced system.

 

The following table describes the components of non-interest expense for the three-month periods ended JuneSeptember 30, 2023 and 2022, dollars in thousands: 

 

 

For the Three Months Ended

       

For the Three Months Ended

      
 

June 30,

       

September 30,

      
 

2023

  

2022

  

Dollar Change

  

Percentage Change

  

2023

  

2022

  

Dollar Change

  

Percentage Change

 

Salaries and employee benefits

 $4,866  $4,238  $628  14.8% $5,114  $4,380  $734  16.8%

Occupancy and equipment

 1,253  1,111  142  12.8% 1,352  1,220  132  10.8%

Outside service fees

 1,181  1,022  159  15.6% 1,170  1,007  163  16.2%

Advertising and shareholder relations

 233  194  39  20.1%

Professional fees

 284  337  (53) (15.7)% 228  314  (86) (27.4)%

Advertising and shareholder relations

 281  190  91  47.9%

Armored car and courier

 211  183  28  15.3%

Telephone and data communication

 203  191  12  6.3% 203  190  13  6.8%

Deposit insurance

 182  48  134  279.2%

Director compensation and expense

 196  134  62  46.3% 165  154  11  7.1%

Deposit insurance

 182  175  7  4.0%

Armored car and courier

 182  167  15  9.0%

Business development

 166  127  39  30.7% 152  130  22  16.9%

Loan collection expenses

 87  75  12  16.0% 91  56  35  62.5%

Amortization of core deposit intangible

 60  72  (12) (16.7)% 60  72  (12) (16.7)%

Other

  157   194   (37) (19.1)%  281   250   31  12.4%

Total non-interest expense

 $9,098  $8,033  $1,065  13.3% $9,442  $8,198  $1,244  15.2%

 

Provision for income taxes. The Company recorded an income tax provision of $2.3$2.8 million, or 25.5%26.3% of pre-tax income, for the three months ended JuneSeptember 30, 2023. This compares to an income tax provision of $2.0$2.5 million, or 25.7%26.0% of pre-tax income, for the three months ended JuneSeptember 30, 2022. The percentages for 2023 and 2022 differ from statutory rates as tax exempt items of income such as earnings on Bank owned life insurance and municipal loan and securities interest decrease taxable income.

 


 

 

FINANCIAL CONDITION

 

Total assets at JuneSeptember 30, 2023 were2023were $1.6 billion, a decrease of $48.1$48.2 million from December 31, 2022.  Investment securitiesNet loans, including loans held for sale, increased by $24.2$42.4 million from $444.7 million at December 31, 2022, to $468.9 million at June 30, 2023.  Net loans increased by $20.7 million from $904.0$906.3 million on December 31, 2022, to $925$948.7 million at JuneSeptember 30, 2023. All other assets, excluding cash and cash equivalents and investment securities, increased by $8.7 million. These increases were offset by a decrease in cash and equivalents of $91.7$92.9 million to $91.7$90.6 million and a decreasedecline in all other assetsinvestment securities of $1.3 million.$6.4 million from $444.7 million on December 31, 2022, to $438.3 million on September 30, 2023.  Deposits totaled $1.4 billion at JuneSeptember 30, 2023, a decrease of $62.6$55.3 million from December 31, 2022. Shareholders’ equity increased by $9.6$0.9 million from $119.0 million at December 31, 2022, to $128.6$119.9 million at Juneon September 30, 2023.

Loan Portfolio. Gross loans totaled $935.2$958.6 million, an increase of $23.3$46.7 million from December 31, 2022. The largest areas of growth in the Company’s loan portfolio were $12.9$15.5 million in construction loans, $6.3$13.9 million in commercial real estate loans, $8.8 million in auto loans, $4.0and $8.4 million in agricultural loans and $1.2 million in commercial real estate loans. The largest decline in loan balances was $1.7$2.9 million in commercialresidential real estate loans. Although the Company offers a broad array of financing options, it continues to concentrate its focus on small to medium sized commercial businesses. These loans offer diversification as to industries and types of businesses, thus limiting material exposure in any industry concentrations. The Company offers both fixed and floating rate loans and obtains collateral in the form of real property, business assets and deposit accounts, but looks to business and personal cash flows as its primary source of repayment. 

 

As shown in the following table the Company's largest lending categories are commercial real estate loans, agricultural loans, commercial loans and auto loans.  

 

   

Percent of

   

Percent of

    

Percent of

   

Percent of

 
   

Loans in Each

   

Loans in Each

    

Loans in Each

   

Loans in Each

 
 

Balance at End

 

Category to

 

Balance at End

 

Category to

  

Balance at End

 

Category to

 

Balance at End

 

Category to

 

(dollars in thousands)

 

of Period

  

Total Loans

  

of Period

  

Total Loans

  

of Period

  

Total Loans

  

of Period

  

Total Loans

 
 

06/30/2023

  

06/30/2023

  

12/31/2022

  

12/31/2022

  

09/30/2023

  

09/30/2023

  

12/31/2022

  

12/31/2022

 

Commercial

 $74,958  8.0% $76,680  8.4% $76,719  8.0% $76,680  8.4%

Agricultural

 126,841  13.6% 122,873  13.5% 131,242  13.7% 122,873  13.5%

Real estate – residential

 14,878  1.6% 15,324  1.7% 12,457  1.3% 15,324  1.7%

Real estate – commercial

 517,289  55.3% 516,107  56.6% 530,023  55.3% 516,107  56.6%

Real estate – construction & land

 56,331  6.0% 43,420  4.8% 58,901  6.1% 43,420  4.8%

Equity Lines of Credit

 35,877  3.8% 35,891  3.9% 37,650  3.9% 35,891  3.9%

Auto

 103,050  11.0% 96,750  10.6% 105,584  11.0% 96,750  10.6%

Other

  5,990   0.7%  4,904   0.5%  6,056   0.7%  4,904   0.5%

Total Gross Loans

 $935,214   100% $911,949   100% $958,632   100% $911,949   100%

 

The Company’s real estate related loans, including real estate mortgage loans, real estate construction and land development loans, consumer equity lines of credit, and agricultural loans secured by real estate, comprised 76% of the total loan portfolio at JuneSeptember 30, 2023. Moreover, the business activities of the Company currently are focused in the California counties of Butte, Lassen, Modoc, Nevada, Placer, Plumas, Shasta and Sutter and in Washoe and Carson City Counties in Northern Nevada. Consequently, the results of operations and financial condition of the Company are dependent upon the general trends in these economies and, in particular, the commercial real estate markets. In addition, the concentration of the Company's operations in these areas of Northeastern California and Northwestern Nevada exposes it to greater risk than other banking companies with a wider geographic base in the event of catastrophes, such as earthquakes, fires and floods in these regions.

 

The rates of interest charged on variable rate loans are set at specific increments in relation to the Company's lending rate or other indexes such as the published prime interest rate or U.S. Treasury rates and vary with changes in these indexes. The frequency in which variable rate loans reprice can vary from one day to several years. At JuneSeptember 30, 2023 and December 31, 2022, approximately 79%77% and 80%,; respectively, of the Company's loan portfolio was comprised of variable rate loans. Loans indexed to the prime interest rate were approximately 21% of the Company’s loan portfolio; these loans reprice within one day to three months of a change in the prime rate. The remainder of the Company's variable rate loans mostly consist of commercial real estate loans tied to U.S. Treasury rates and reprice every five years.  While real estate mortgage, agricultural, commercial and consumer lending remain the foundation of the Company's historical loan mix, some changes in the mix have occurred due to the changing economic environment and the resulting change in demand for certain loan types.

 


 

Analysis of Asset Quality and Allowance for Loan Losses. The Company attempts to minimize credit risk through its underwriting and credit review policies. The Company’s credit review process includes internally prepared credit reviews as well as contracting with an outside firm to conduct periodic credit reviews. The Company’s management and lending officers evaluate the loss exposure of classified and nonaccrual loans on a quarterly basis, or more frequently as loan conditions change. The Management Asset Resolution Committee (MARC) reviews the asset quality of criticized and past due loans monthly and reports the findings to the full Board of Directors. In management's opinion, this loan review system helps facilitate the early identification of potential criticized loans. MARC also provides guidance for the maintenance and timely disposition of OREO properties including developing financing and marketing programs to incent individuals to purchase OREO. MARC consists of the Bank’s Chief Executive Officer, Chief Financial Officer and Chief Credit Officer, and the activities are governed by a formal written charter. The MARC meets monthly and reports to the Board of Directors.

 

On January 1, 2023, the Company adopted ASU 2016-03 Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology, is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized costs, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in certain leases.

 

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for the reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration (PCD) that were previously classified as purchase credit impaired (PCI) and accounted for under ASC 310-30. In accordance with the Standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. The remaining noncredit discount (based on the adjusted amortized cost basis) will be accreted into interest income at the effective interest rate as of adoption. The Company recognized an increase in the ACL for loans totaling $529,000, as a cumulative effect adjustment from change in accounting policies, with a corresponding decrease in retained earnings, net of $156,000 in taxes.  Additionally, the Company recognized an increase in the reserve for unfunded commitments of $257,000, as a cumulative effect adjustment from change in accounting policies, with a corresponding decrease in retained earnings, net of $76,000 in taxes.

 

The allowance for credit losses is established through charges to earnings in the form of the provision for credit losses. Loan losses are charged to, and recoveries are credited to the allowance for credit losses. The allowance for credit losses is maintained at a level deemed appropriate by management to provide for known and inherent risks in the loan portfolio.

 

To estimate expected losses the Company generally utilizes historical loss trends and the remaining contractual lives of the loan portfolios to determine estimated credit losses through a reasonable and supportable forecast period. Individual loan credit quality indicators including loan grade and borrower repayment performance have been statistically correlated with historical credit losses and various econometrics, including California unemployment rates, California Housing Prices, California gross domestic product, California Retail Trade Earnings and Wall Street Journal Prime Rate. Model forecasts may be adjusted for inherent limitations or biases that have been identified through independent validation and back-testing of model performance to actual realized results. At both January 1, 2023, the adoption and implementation date of ASC Topic 326, and JuneSeptember 30, 2023, the Company utilized a reasonable and supportable forecast period of approximately four quarters and obtained the forecast data from publicly available sources. The Company also considered the impact of portfolio concentrations, changes in underwriting practices, imprecision in its economic forecasts, and other risk factors that might influence its loss estimation process. Management believes that the allowance for credit losses at JuneSeptember 30, 2023, appropriately reflected expected credit losses inherent in the loan portfolio at that date.
 

In determining the allowance for credit losses, accruing loans with similar risk characteristics are generally evaluated collectively. The Company's policy is that loans designated as nonaccrual no longer share risk characteristics similar to other loans evaluated collectively and as such, all nonaccrual loans are individually evaluated for reserves. As of JuneSeptember 30, 2023, the Bank's nonaccrual loans comprised the entire population of loans individually evaluated.  The Company's policy is that nonaccrual loans also represent the subset of loans in which borrowers are experiencing financial difficulty such that an evaluation of the source of repayment is required to determine if the nonaccrual loans should be categorized as collateral dependent. 

 

The implementation of CECL also impacted the Company's ACL on unfunded loan commitments, as the ACL now represents expected credit losses over the contractual life of commitments not identified as unconditionally cancellable by the Company.  The Reserve for Unfunded Commitments is estimated using the same reserve or coverage rates calculated on collectively evaluated loans following the application of a funding rate to the amount of the unfunded commitment.  The funding rate represents management's estimate of the amount of the current unfunded commitment that will be funded over the remaining contractual life of the commitment and is based on historical data. Under CECL the ACL on unfunded loan commitments remains in Other Liabilities while the related provision expense is included in the provision for credit loss expense.

 


 

The following table provides certain information for the dates indicated with respect to the Company's allowance for credit losses as well as charge-off and recovery activity.

 

 

For the Six Months Ended

 

For the Year Ended

  

For the Nine Months Ended

 

For the Year Ended

 

(dollars in thousands)

 

June 30,

  

December 31,

  

September 30,

  

December 31,

 
 

2023

  

2022

  

2022

  

2021

  

2020

  

2023

  

2022

  

2022

  

2021

  

2020

 

Balance at beginning of period

 $10,717  $10,352  $10,352  $9,902  $7,243  $10,717  $10,352  $10,352  $9,902  $7,243 

Impact of CECL Adoption

  529  -  -  -  -   529  -  -  -  - 

Adjusted balance

  11,246  10,352  10,352  9,902  7,243   11,246  10,352  10,352  9,902  7,243 

Charge-offs:

                      

Commercial

 49 19 207 188 131  108 169 207 188 131 

Agricultural

 - - - - -  - - - - - 

Real estate – residential

 - - - - -  - - - - - 

Real estate – commercial

 - - 19 - -  - 19 19 - - 

Real estate – construction & land

 -  -  -  -  -  -  -  -  -  - 

Equity Lines of Credit

 -  -  -  -  -  -  -  -  -  - 

Auto

 604  419  1,195  703  574  1,042  632  1,195  703  574 

Other

  85   31   40   47   82   102   35   40   47   82 

Total charge-offs

  738   469   1,461   938   787   1,252   855   1,461   938   787 

Recoveries:

                      

Commercial

 12 17 27 72 34  17 23 27 72 34 

Agricultural

 - - - - -  - - - - - 

Real estate – residential

 2 2 3 3 15  2 2 3 3 15 

Real estate – commercial

 1 - 2 8 8  2 1 2 8 8 

Real estate – construction & land

 -  -  -  -  -  -  -  -  -  - 

Equity Lines of Credit

 -  -  -  4  4  -  -  -  4  4 

Auto

 305  311  482  136  200  458  388  482  136  200 

Other

  7   6   12   40   10   49   9   12   40   10 

Total recoveries

  327   336   526   263   271   528   423   526   263   271 

Net charge-offs

 411  133  935  675  516  724  432  935  675  516 

Provision for credit losses

  2,550   700   1,300   1,125   3,175   2,425   1,000   1,300   1,125   3,175 

Balance at end of period

 $13,385  $10,919  $10,717  $10,352  $9,902  $12,947  $10,920  $10,717  $10,352  $9,902 

Net charge-offs during the period to average loans (annualized for the six-month periods)

 0.09% 0.03% 0.11% 0.09% 0.07%

Net charge-offs during the period to average loans (annualized for the nine-month periods)

 0.10% 0.07% 0.11% 0.09% 0.07%

Allowance for credit losses to total loans

 1.43% 1.27% 1.18% 1.23% 1.40% 1.35% 1.27% 1.18% 1.23% 1.40%

 

The following table provides a breakdown of the allowance for credit losses at JuneSeptember 30, 2023 and December 31, 2022:

 

   

Percent of

   

Percent of

    

Percent of

   

Percent of

 
   

Loans in Each

   

Loans in Each

    

Loans in Each

   

Loans in Each

 
 

Balance at End

 

Category to

 

Balance at End

 

Category to

  

Balance at End

 

Category to

 

Balance at End

 

Category to

 

(dollars in thousands)

 

of Period

  

Total Loans

  

of Period

  

Total Loans

  

of Period

  

Total Loans

  

of Period

  

Total Loans

 
 

6/30/2023

  

6/30/2023

  

12/31/2022

  

12/31/2022

  

9/30/2023

  

9/30/2023

  

12/31/2022

  

12/31/2022

 

Commercial

 $1,547 8.0% $892 8.4% $1,616 8.0% $892 8.4%

Agricultural

 1,478 13.6% 1,086 13.5% 1,161 13.7% 1,086 13.5%

Real estate – residential

 169 1.6% 138 1.7% 171 1.3% 138 1.7%

Real estate – commercial

 6,862 55.3% 4,980 56.6% 7,067 55.3% 4,980 56.6%

Real estate – construction & land development

 866 6.0% 1,500 4.8% 860 6.1% 1,500 4.8%

Equity Lines of Credit

 401 3.8% 687 3.9% 409 3.9% 687 3.9%

Auto

 1,566 11.0% 1,289 10.6% 1,614 11.0% 1,289 10.6%

Other

  496  0.7%  145  0.5%  49  0.7%  145  0.5%

Total

 $13,385   100% $10,717   100% $12,947   100% $10,717   100%

 

 

The allowance for credit losses totaled $13.4$12.9 million at JuneSeptember 30, 2023, and $10.7 million  December 31, 2022.  At least quarterly, the Company evaluates each specific reserve and if it determines that the loss represented by the specific reserve is uncollectable it records a charge-off for the uncollectable portion. Specific reserves related to collateral dependent loans totaled $868,000$28,000 on JuneSeptember 30, 2023.  There were no specific reserves related to collateral dependent loans on December 31, 2022.  The allowance for credit losses as a percentage of total loans was 1.43%1.35% on  JuneSeptember 30, 2023and2023 and 1.18% on  December 31, 2022.

 

The Company places loans 90 days or more past due on nonaccrual status unless the loan is well secured and in the process of collection. A loan is considered to be in the process of collection if, based on a probable specific event, it is expected that the loan will be repaid or brought current. Generally, this collection period would not exceed 90 days. When a loan is placed on nonaccrual status the Company's general policy is to reverse and charge against current income previously accrued but unpaid interest. Interest income on such loans is subsequently recognized only to the extent that cash is received, and future collection of principal is deemed by management to be probable. Where the collectability of the principal or interest on a loan is considered to be doubtful by management, it is placed on nonaccrual status prior to becoming 90 days delinquent.

 


 

The following table sets forth the amount of the Company's nonperforming assets as of the dates indicated.

 

 

At

          

At

         
 

June 30,

 

At December 31,

  

September 30,

 

At December 31,

 
 

2023

 

2022

 

2021

 

2020

  

2023

 

2022

 

2021

 

2020

 
 

(dollars in thousands)

  

(dollars in thousands)

 
  

Nonaccrual loans

 $4,503  $1,172  $4,863  $2,536  $4,329  $1,172  $4,863  $2,536 

Loans past due 90 days or more and still accruing

  5,032   -  -  -   -   -  -  - 

Total nonperforming loans

 9,535  1,172  4,863  2,536  4,329  1,172  4,863  2,536 

Other real estate owned

 83  -  487  403  440  -  487  403 

Other vehicles owned

  18   18  47  31   44   18  47  31 

Total nonperforming assets

 $9,636  $1,190  $5,397  $2,970  $4,813  $1,190  $5,397  $2,970 

Interest income forgone on nonaccrual loans

 $179 $121 $381 $119  $234 $121 $381 $119 

Interest income recorded on a cash basis on nonaccrual loans

 $-  $-  $-  $-  $-  $-  $-  $- 

Nonperforming loans to total loans

 1.02% 0.13% 0.58% 0.36% 0.45% 0.13% 0.58% 0.36%

Nonperforming assets to total assets

 0.61% 0.07% 0.33% 0.27% 0.31% 0.07% 0.33% 0.27%

 

Nonperforming loans at JuneSeptember 30, 2023 were $9.5$4.3 million, an increase of $8.3$3.1 million from $1.2 million at December 31, 2022.  Included in the $9.5$4.3 million were $5$1.8 million in loans to one customer which were over 90 days past due but not nonaccrual.  These loans, which were modified during June, were brought currentrecently paid in July. Performing loans past due thirty to eighty-nine days were $5.4 million on June 30, 2023 down from $8.8 million on December 31, 2022.full.  

 

A substandard loan is not adequately protected by the current sound worth and paying capacity of the borrower or the value of the collateral pledged, if any. Total substandard loans increased by $15.5$14.7 million from $3.4 million on December 31, 2022 to $18.9$18.1 million on JuneSeptember 30, 2023. Loans classified as special mention decreased by $10.1$9.1 million from $22.8 million on December 31, 2022 to $12.7$13.7 million on JuneSeptember 30, 2023.  The increase in substandard loans is primarily related to agricultural loans to one borrower.  At JuneSeptember 30, 2023 the loans to this borrower are on accrual status; however, they could move to nonaccrual if the borrower's financial condition worsens, the Bank's collateral position in respect to these loans deteriorates, or if the borrower is unable to meet their payment obligations. 

 

It is the policy of management to make additions to the allowance for credit losses so that it remains appropriate to absorb the inherent risk of loss in the portfolio. Management believes that the allowance on JuneSeptember 30, 2023 is appropriate. However, the determination of the amount of the allowance is judgmental and subject to economic conditions which cannot be predicted with certainty. Accordingly, the Company cannot predict whether charge-offs of loans in excess of the allowance may occur in future periods.

 

Loans Held for Sale. Included in the loan portfolio are loans which are 75% to 90% guaranteed by the Small Business Administration (SBA), US Department of Agriculture Rural Business Cooperative Service (RBS) and Farm Services Agency (FSA). The guaranteed portion of these loans may be sold to a third party, with the Bank retaining the unguaranteed portion. The Company can receive a premium in excess of the adjusted carrying value of the loan at the time of sale.

 

As of JuneSeptember 30, 2023, andthere were no loans held for sale.  At December 31, 2022, the Company had $384,000 and $2.3 million respectively, in SBA government guaranteed loans held for sale.  Loans held for sale are recorded at the lower of cost or fair value and therefore may be reported at fair value on a non-recurring basis. The fair values for loans held for sale are based on either observable transactions of similar instruments or formally committed loan sale prices.

 


 

OREO represents real property acquired by the Bank either through foreclosure or through a deed in lieu thereof from the borrower. Repossessed assets include vehicles and other commercial assets acquired under agreements with delinquent borrowers. OREO holdings represented one propertytwo properties totaling $83,000$440,000 at JuneSeptember 30, 2023 and 2two properties totaling $369,000 at JuneSeptember 30, 2022. There were no OREO properties at December 31, 2022. Nonperforming assets as a percentage of total assets were 0.61%0.31% at JuneSeptember 30, 2023 and 0.07% at December 31, 2022.

 

The following table provides a summary of the change in the number and balance of OREO properties for the sixnine months ended JuneSeptember 30, 2023 and 2022 (dollars in thousands): 

 

 

Six Months Ended June 30,

  

Nine Months Ended September 30,

 
 

#

  

2023

  

#

  

2022

  

#

  

2023

  

#

  

2022

 

Beginning Balance

 -  $-  3  $487  -  $-  3  $487 

Additions

 1  83  -  -  2  440  -  - 

Dispositions

 - - 1 (118) - - 1 (118)

Provision from change in OREO valuation

  -  -  -  -   -  -  -  - 

Ending Balance

  1  $83   2  $369   2  $440   2  $369 

 

Investment Portfolio and Federal Funds Sold. Total investment securities were $468.9$438.3 million as of JuneSeptember 30, 2023 and $444.7 million as of December 31, 2022.  Net unrealized losses on available-for-sale investment securities totaling $54,474,000$76.2 million were recorded, net of $16,102,000$22.5 million in tax benefit, as accumulated other comprehensive loss within shareholders' equity at JuneSeptember 30, 2023.   Net unrealized losses on available-for-sale investment securities totaling $54.2 million were recorded, net of $16.0 million in tax benefit, as accumulated other comprehensive income within shareholders' equity at December 31, 2022. No securities were sold during the sixnine months ended JuneSeptember 30, 2023 and 2022.

 

The investment portfolio at JuneSeptember 30, 2023 consisted of $9.7$9.8 million in U.S. Treasury securities, $227.3$212.2 million in securities of U.S. Government-sponsored agencies, $106.7$101.3 million in securities of U.S. Government-agencies and 240239 municipal securities totaling $125.2$115.0 million. The investment portfolio at December 31, 2022 consisted of $9.7 million in U.S. Treasury securities, $214.4 million in securities of U.S. Government-sponsored agencies, $99.6 million in securities of U.S. Government-agencies and 239 municipal securities totaling $121.0 million.

 

There were no Federal funds sold at JuneSeptember 30, 2023 and December 31, 2022; however, the Bank maintained interest earning balances at the Federal Reserve Bank totaling $61.3$64.6 million at JuneSeptember 30, 2023 and $154.4 million at December 31, 2022. The balance, on JuneSeptember 30, 2023, earns interest at the rate of 5.15%5.40%.

 

The Company classifies its investment securities as available-for-sale or held-to-maturity. Currently all securities are classified as available-for-sale. Securities classified as available-for-sale may be sold to implement the Company's asset/liability management strategies and in response to changes in interest rates, prepayment rates and similar factors. 

 

Deposits. Total deposits decreased by $62.6$55.3 million from $1.5 billion at December 31, 2022, to $1.4 billion at JuneSeptember 30, 2023. The decrease in deposits includes decreases of $50.1$29.9 million in demand deposits, $30.1$20.2 million in money market accounts, $24.5$46.3 million in savings accounts partially offset by an increase in time deposits of  $42.1$41.1 million. Beginning in April 2023 we began offering a time deposit promotion offering for a limited time 7-month and 11-month time deposits at an interest rate of 4%.  We discontinued this promotion, which generated $46 million in deposits, on June 30, 2023. We attribute much of the decrease in total deposits to the current interest rate environment as we have seen some deposits leave for higher rates and some customers reluctant to borrow to fund operating expense and instead have drawn down their excess deposit balances.

 


 

The following table shows the distribution of deposits by type at JuneSeptember 30, 2023 and December 31, 2022.  

 

   

Percent of

   

Percent of

    

Percent of

   

Percent of

 
   

Deposits in Each

   

Deposits in Each

    

Deposits in Each

   

Deposits in Each

 
 

Balance at End

 

Category to

 

Balance at End

 

Category to

  

Balance at End

 

Category to

 

Balance at End

 

Category to

 

(dollars in thousands)

 

of Period

  

Total Deposits

  

of Period

  

Total Deposits

  

of Period

  

Total Deposits

  

of Period

  

Total Deposits

 
 

06/30/2023

  

06/30/2023

  

12/31/2022

  

12/31/2022

  

09/30/2023

  

09/30/2023

  

12/31/2022

  

12/31/2022

 

Non-interest bearing

 $716,438  51.4% $766,549  52.6% $736,683  52.5% $766,549  52.6%

Money Market

 213,386  15.3% 237,924  16.3% 217,731  15.5% 237,924  16.3%

Savings

 374,013  26.8% 404,150  27.7% 357,765  25.5% 404,150  27.7%

Time

  91,323  6.5%  49,186  3.4%  90,307  6.5%  49,186  3.4%

Total Deposits

 $1,395,160  100% $1,457,809  100% $1,402,486  100% $1,457,809  100%

 

Deposits represent the Bank's primary source of funds. Deposits are primarily core deposits in that they are demand, savings and time deposits generated from local businesses and individuals. These sources are considered to be relatively stable, long-term relationships thereby enhancing steady growth of the deposit base without major fluctuations in overall deposit balances. The Company experiences, to a small degree, some seasonality with the slower growth period between November through April, and the higher growth period from May through October. To assist in meeting any funding demands, the Company maintains several borrowing agreements as described below. There were no brokered deposits at JuneSeptember 30, 2023 or December 31, 2022.

 

Estimated uninsured deposits totaled $458 million and $460$478 million at December 31,2022 and JuneSeptember 30, 2023, respectively. Uninsured amounts are estimated based on the portion of the account balances in excess of FDIC insurance limits. 

 

The following table presents the maturity distribution of the portion of time deposits in excess of the FDIC insurance limit.

 

Maturity Distribution of Estimated Uninsured Time Deposits

            
 

June 30,

 December 31 

September 30,

  December 31, 

(dollars in thousands)

 

2023

 2022 

2023

  2022 

Remaining maturity:

          

Three months or less

 

$

2,091

$1,790 $2,337  $1,790 

After three through six months

  

2,246

 257

After three through nine months

 5,236  257 

After six through twelve months

  

12,947

 1,688 10,275  1,688 

After twelve months

  

257

 76 812  76 

Total

 

$

17,541

$3,811 $18,660  $3,811 

 

Repurchase Agreements. The Bank offers a repurchase agreement product for its larger customers which use securities sold under agreements to repurchase as an alternative to interest-bearing deposits. Securities sold under agreements to repurchase totaling $20.5$16.1 million and $18.6 million at JuneSeptember 30, 2023 and December 31, 2022, respectively are secured by U.S. Government agency securities with a carrying amount of $36.4$34.1 million and $29.6 million at JuneSeptember 30, 2023 and December 31, 2022, respectively. Interest paid on this product is similar to, but less than, that which is paid on the Bank’s money market accounts; however, these are not deposits and are not FDIC insured.

 

Short-term Borrowing Arrangements. The Company is a member of the Federal Home Loan Bank of San Francisco (FHLB) and can borrow up to $231$227 million from the FHLB secured by commercial and residential mortgage loans with carrying values totaling $397$412 million. The Company is required to hold FHLB stock as a condition of membership. At JuneSeptember 30, 2023, the Company held $6.2 million of FHLB stock which is recorded as a component of other assets. 

 

The Company is also eligible to participate in the Bank Term Lending Program. The Federal Reserve Board, on March 12, 2023, announced the creation of a new Bank Term Funding Program (BTFP). The BTFP offers loans of up to one year in length to banks, savings associations, credit unions, and other eligible depository institutions pledging U.S. Treasuries, agency debt and mortgage-backed securities, and other qualifying assets as collateral. These assets will be valued at par.  At JuneSeptember 30, 2023, $96$94 million in par value of securities were pledged as collateral under the BTFP.

 

In addition to its FHLB borrowing line and the BTFP, the Company has unsecured short-term borrowing agreements with two of its correspondent banks in the amounts of $50 million and $20 million. There were no outstanding borrowings to the FHLB, FRB or the correspondent banks at JuneSeptember 30, 2023 and JuneSeptember 30, 20222022.

 

39

Note Payable.  During 2021 and until January 25, 2022, the Company maintained a $15 million line of credit facility with one of its correspondent banks (the "Note").  Interest on the Note was payable at the "Prime Rate".  There were no borrowings on the Note.

 

On January 25, 2022, the Company replaced this facility with a $15 million Loan Agreement (the “Loan Agreement”) and Promissory Note (the “Term Note”). The Term Note matures on January 25, 2035 and can be prepaid at any time.  During the initial three years of the Loan Agreement the Term Note functions as an interest only revolving line of credit.  Beginning on year four the Term Note converts into a term loan requiring semi-annual principal and interest payments and no further advances can be made. The proceeds of this lending facility shall be used by the Company for general corporation purposes, and to provide capital injections into the Bank. The Term Note bears interest at a fixed rate of 3.85% for the first 5 years and then at a floating interest rate linked to WSJ Prime Rate for the remaining eight-year term. The Loan Agreement provides for a $187,500 loan fee. The Note is secured by the common stock of the Bank. The Loan Agreement contains certain financial and non-financial covenants, which include, but are not limited to, a minimum leverage ratio at the Bank, a minimum total risk-based capital ratio at the Bank, a maximum Texas Ratio at the Bank, a minimum level of Tier 1 capital at the Bank and a return on average assets needed to generate a 1.25X debt service coverage ratio. The Loan Agreement also contains customary events of default, including, but not limited to, failure to pay principal or interest, the commencement of certain bankruptcy proceedings, and certain adverse regulatory events affecting the Company or the Bank. Upon the occurrence of an event of default under the Loan Agreement, the Company’s obligations under the Loan Agreement may be accelerated. In March 2023 the Company borrowed $10 million on this note and used the proceeds to redeem its Trust Preferred securities as described below. The Company was in compliance with all covenants related to the Term Note at JuneSeptember 30, 2023. 

 

Interest expense recognized by the Company for the sixnine months ended JuneSeptember 30, 2023, on the Term Note totaled $141,000.$255,000.

 

Junior Subordinated Deferrable Interest Debentures/ Trust Preferred Securities. On February 9, 2023, Plumas Bancorp submitted redemption notices to redeem $6,000,000 of trust preferred securities of Plumas Statutory Trust I (“Trust I”) and $4,000,000 of trust preferred securities of Plumas Statutory Trust II (“Trust II”). The trust preferred securities are being redeemed, along with an aggregate of $310,000 in common securities issued by the trusts and held by the Company and 100% of the Company’s junior subordinated debentures due 2032 held by Trust I and 100% of the Company’s junior subordinated debentures due 2035 held by Trust II underlying the trust preferred securities.


The trust preferred securities of Plumas Statutory Trust II were redeemed on March 15, 2023 and the trust preferred securities of Plumas Statutory Trust I were redeemed on March 27, 2023. The redemption prices for the junior subordinated debentures were equal to 100% of the respective principal amounts, which total $10,000,000, plus accrued interest up to the redemption date. The proceeds from the redemption of the junior subordinated debentures were simultaneously applied to redeem all of the outstanding common securities and the outstanding trust preferred securities at a price of 100% of the aggregate principal amount of the trust preferred securities plus accumulated but unpaid distributions up to the redemption date. Funding for the redemption was provided from borrowings on our Term Note as described above.

 

Interest expense recognized by the Company for the sixnine months ended JuneSeptember 30, 2023 and 2022 related to the subordinated debentures totaled $141,000 and $179,000,$267,000, respectively.

 

Interest Rate Swaps

 

From time to time, we may use interest rate swaps or other instruments to manage our interest rate exposure and reduce the impact of future interest rate changes.  These financial instruments are not used for trading or speculative purposes.  On May 26, 2020 we entered into two separate interest rate swap agreements, effectively converting our $10 million in Subordinated Debentures to fixed obligations. During the first quarter of 2023 we terminated these swaps recording a $1.7 million gain on termination.  

 

Capital Resources

  

Shareholders’ equity increased by $9.6 million$921,000 from $119.0 million at December 31, 2022 to $128.6$119.9 million at JuneSeptember 30, 2023. The $9.6 million$921,000 increase was related to net income during the sixnine months ended JuneSeptember 30, 2023, of $14.3$22.3 million and stock option and restricted stock activity of $367,000$524,000 partially offset by shareholder dividends of $2.9$4.4 million, an increase in accumulated other comprehensive loss of $1.6$16.9 million and $554,000 related to the cumulative change from adoption of ASU 2016-13.

 

It is the policy of the Company to periodically distribute excess retained earnings to the shareholders through the payment of cash dividends. Such dividends help promote shareholder value and capital adequacy by enhancing the marketability of the Company’s stock. All authority to provide a return to the shareholders in the form of a cash or stock dividend or split rests with the Board of Directors. The Board will periodically, but on no regular schedule, review the appropriateness of a cash dividend payment. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. The Company is subject to various restrictions on the payment of dividends.  The Company paid a quarterly cash dividend of $0.25 per share on August 15, 2023, May 15, 2023 and February 15, 2023 and a quarterly cash dividend of $0.16 per share on February 15, 2022, May 16, 2022, August 15, 2022, and November 15, 2022, and a quarterly cash dividend of 14 cents per share on February 15, 2021, May 17, 2021, August 16, 2021, and November 15, 2021.

 

Capital Standards. The Company uses a variety of measures to evaluate its capital adequacy. Management reviews these capital measurements on a monthly basis and takes appropriate action to ensure that they are within established internal and external guidelines. The FDIC has promulgated risk-based capital guidelines for all state non-member banks such as the Bank. These guidelines establish a risk-adjusted ratio relating capital to different categories of assets and off-balance sheet exposures.

 

In July, 2013, the federal bank regulatory agencies adopted rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. depository organizations, sometimes called “Basel III,” that increased the minimum regulatory capital requirements for bank holding companies and depository institutions and implemented strict eligibility criteria for regulatory capital instruments. The Basel III capital rules include a minimum common equity Tier 1 ratio of 4.5%, a Tier 1 capital ratio of 6.0%, a total risk-based capital ratio of 8.0%, and a minimum leverage ratio of 4.0% (calculated as Tier 1 capital to average consolidated assets). The minimum capital levels required to be considered “well capitalized” include a common equity Tier 1 ratio of 6.5%, a Tier 1 risk-based capital ratio of 8.0%, a total risk-based capital ratio of 10.0% and a leverage ratio of 5.0%.  In addition, the Basel III capital rules require that banking organizations maintain a capital conservation buffer of 2.5% above the minimum capital requirements in order to avoid restrictions on their ability to pay dividends, repurchase stock or pay discretionary bonuses. Including the capital conservation buffer of 2.5%, the Basel III capital rules require the following minimum ratios for a bank holding company or bank to be considered well capitalized: a common equity Tier 1 capital ratio of 7.0%; a Tier 1 capital ratio of 8.5%, and a total capital ratio of 10.5%. At JuneSeptember 30, 2023 and December 31, 2022, the Bank’s capital ratios exceeded the thresholds necessary to be considered “well capitalized” under the Basel III framework.

 

Under the FRB’s Small Bank Holding Company and Savings and Loan Holding Company Policy Statement (the “Policy Statement”), qualifying bank holding companies with less than $3 billion in consolidated assets are exempt from the Basel III consolidated capital rules. The Company qualifies for treatment under the Policy Statement and is not currently subject to the Basel III consolidated capital rules at the bank holding company level. The Basel III capital rules continue to apply to the Bank.

 

40

In 2019, the federal bank regulators issued a rule establishing a “community bank leverage ratio” (the ratio of a bank’s tier 1 capital to average total consolidated assets) that qualifying institutions with less than $10 billion in assets may elect to use in lieu of the generally applicable leverage and risk-based capital requirements under Basel III. A qualifying banking organization that elects to use the new ratio will be considered to have met all applicable federal regulatory capital and leverage requirements, including the minimum capital levels required to be considered “well capitalized” if it maintains a community bank leverage ratio exceeding 9%.  The new rule became effective on January 1, 2020.  Plumas Bank has chosen not to opt into the community bank leverage ratio at this time.

 

The following table sets forth the Bank's actual capital amounts and ratios (dollar amounts in thousands):

 

       

Minimum Amount of Capital Required

        

Minimum Amount of Capital Required

 
             

To be Well-Capitalized

              

To be Well-Capitalized

 
       

For Capital

 

Under Prompt

        

For Capital

 

Under Prompt

 
 

Actual

 

Adequacy Purposes (1)

 

Corrective Provisions

  

Actual

 

Adequacy Purposes (1)

 

Corrective Provisions

 
 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

  

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

June 30, 2023

                  

September 30, 2023

                  

Common Equity Tier 1 Ratio

 $167,106  15.0% $50,191  4.5% $72,498  6.5% $173,377  15.1% $51,671  4.5% $74,635  6.5%

Tier 1 Leverage Ratio

 167,106  10.3% 64,653  4.0% 80,816  5.0% 173,377  10.6% 65,224  4.0% 81,530  5.0%

Tier 1 Risk-Based Capital Ratio

 167,106  15.0% 66,921  6.0% 89,228  8.0% 173,377  15.1% 68,894  6.0% 91,859  8.0%

Total Risk-Based Capital Ratio

 181,053  16.2% 89,228  8.0% 111,535  10.0% 187,173  16.3% 91,859  8.0% 114,824  10.0%
                          

December 31, 2022

                                    

Common Equity Tier 1 Ratio

 $157,361  14.7% $48,218  4.5% $69,648  6.5% $157,361  14.7% $48,218  4.5% $69,648  6.5%

Tier 1 Leverage Ratio

 157,361  9.2% 68,078  4.0% 85,098  5.0% 157,361  9.2% 68,078  4.0% 85,098  5.0%

Tier 1 Risk-Based Capital Ratio

 157,361  14.7% 64,291  6.0% 85,721  8.0% 157,361  14.7% 64,291  6.0% 85,721  8.0%

Total Risk-Based Capital Ratio

 168,419  15.7% 85,721  8.0% 107,151  10.0% 168,419  15.7% 85,721  8.0% 107,151  10.0%

 

(1) Does not include amounts required to maintain the capital conservation buffer under the new capital rules.

 

Management believes that Plumas Bank currently meets all its capital adequacy requirements.

 

The current and projected capital positions of the Bank and the impact of capital plans and long-term strategies are reviewed regularly by management. The Company policy is to maintain the Bank’s ratios above the prescribed well-capitalized ratios at all times.

 

Off-Balance Sheet Arrangements

 

Loan Commitments. In the normal course of business, there are various commitments outstanding to extend credits that are not reflected in the financial statements. Commitments to extend credit and letters of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Annual review of commercial credit lines, letters of credit and ongoing monitoring of outstanding balances reduces the risk of loss associated with these commitments. As of JuneSeptember 30, 2023, the Company had $191.8$181.4 million in unfunded loan commitments and $108,000 in letters of credit. This compares to $178.7 million in unfunded loan commitments and no letters of credit at December 31, 2022. Of the $191.8$181.4 million in unfunded loan commitments, $127.7$118.7 million and $64.1$62.7 million representedrepresent commitments to commercial and consumer customers, respectively. Of the total unfunded commitments at JuneSeptember 30, 2023, $127.6$123.8 million were secured by real estate, of which $72.9$70.5 million was secured by commercial real estate and $54.7$53.3 million was secured by residential real estate mostly in the form of equity lines of credit. The commercial loan commitments not secured by real estate primarily represent business lines of credit, while the consumer loan commitments not secured by real estate primarily represent revolving credit card lines and overdraft protection lines. Since some of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements.

 

Operating Leases. The Company leases three depository branches, one of which is a land lease on which we own the building, two lending offices, three administrative offices and two non-branch automated teller machine locations.  The expiration dates of the leases vary, with the first such lease expiring during 2024 and the last such lease expiring during 2044. Including variable lease expense, total rent expense was $319,000$478,000 and $300,000$457,000 during the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively.

 

Liquidity

 

The Company manages its liquidity to provide the ability to generate funds to support asset growth, meet deposit withdrawals (both anticipated and unanticipated), fund customers' borrowing needs and satisfy maturity of short-term borrowings. The Company’s liquidity needs are managed using assets or liabilities, or both. On the asset side, in addition to cash and due from banks, the Company maintains an investment portfolio which includes unpledged U.S. Government-sponsored agency securities that are classified as available-for-sale. On the liability side, liquidity needs are managed by offering competitive rates on deposit products and the use of established lines of credit.

 

The Company is a member of the Federal Home Loan Bank of San Francisco (FHLB) and can borrow up to $231$227 million from the FHLB secured by commercial and residential mortgage loans with carrying values totaling $397$412 million. The Company is also eligible to participate in the Bank Term Lending Program. The Company has pledged as collateral under the BTFP securities with a par value of $96$94 million.  In addition to its FHLB borrowing line and the BTFP, the Company has unsecured short-term borrowing agreements with two of its correspondent banks in the amounts of $50 million and $20 million. There were no outstanding borrowings to the FHLB, FRB or the correspondent banks at JuneSeptember 30, 2023, and JuneSeptember 30, 2022.

 

Customer deposits are the Company’s primary source of funds. Total deposits decreased by $62.6$55.3 million from $1.5 billion at December 31, 2022, to $1.4 billion at JuneSeptember 30, 2023.   Deposits are held in various forms with varying maturities. The Company estimates that it has approximately $460$478 million in uninsured deposits.  Of this amount, $101$96 million represents deposits that are collateralized such as deposits of states, municipalities and tribal accounts.

 

The Company’s securities portfolio, Federal funds sold, FHLB advances, and cash and due from banks serve as the primary sources of liquidity, providing adequate funding for loans during periods of high loan demand. During periods of decreased lending, funds obtained from the maturing or sale of investments, loan payments, and new deposits are invested in short-term earning assets, such as cash held at the FRB, Federal funds sold and investment securities, to serve as a source of funding for future loan growth. Management believes that the Company’s available sources of funds, including borrowings, will provide adequate liquidity for its operations in the foreseeable future.

 


 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (asas defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of JuneSeptember 30, 2023.  The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of JuneSeptember 30, 2023.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended JuneSeptember 30, 2023 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

42

 

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, the Company and/or its subsidiary are a party to claims and legal proceedings arising in the ordinary course of business. In the opinion of the Company's management, the amount of ultimate liability with respect to such proceedings will not have a material adverse effect on the financial condition or results of operations of the Company taken as a whole.

 

Item 1A. RISK FACTORS

 

In addition to the other information set forth in this Form 10-Q you should carefully consider the risk factors that appeared under Item 1A, “Risk Factors” in the Company’s 2022 Annual Report. There are no material changes from the risk factors included within the Company’s 2022 Annual Report.

 

 

ITEM2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

          (a) None.

 

(b) None.

 

(c) None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 


 

ITEM 6. EXHIBITS

 

The following documents are included or incorporated by reference in this Quarterly Report on Form 10Q:

 

3.1

Articles of Incorporation as amended of Registrant included as Exhibit 3.1 to the Registrant’s Form S-4, File No. 333-84534, which is incorporated by reference herein.

 

 

3.2

Bylaws of Registrant as amended on May 17,August 16, 2023 included as Exhibit 3.013.1 to the Registrant’s Form 8-K for May 18,August 17, 2023, which is incorporated by this reference herein.

  

  

3.3

Amendment of the Articles of Incorporation of Registrant dated November 1, 2002, is included as Exhibit 3.3 to the Registrant’s 10-Q for September 30, 2005, which is incorporated by this reference herein.

 

 

3.4

Amendment of the Articles of Incorporation of Registrant dated August 17, 2005, is included as Exhibit 3.4 to the Registrant’s 10-Q for September 30, 2005, which is incorporated by this reference herein.

 

 

4

Specimen form of certificate for Plumas Bancorp included as Exhibit 4 to the Registrant’s Form S-4, File No. 333-84534, which is incorporated by reference herein.

 

 

4.1Description of Securities of Plumas Bancorp Registered Under Section 12 of the Exchange Act, is included as Exhibit 4.1 to the Registrant's 10-K for December 31, 2019, which is incorporated by this reference herein.
  
10.1*Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement for Steven M. Coldani adopted on May 17, 2023.
10.2*Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement for Robert J. McClintock adopted on May 17, 2023.
10.3*Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement for Terrance J. Reeson adopted on May 17, 2023.
10.4*Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement for Daniel E. West adopted on May 17, 2023.
10.5*Director Retirement Agreement of Michonne R. Ascuaga.
10.6*Director Retirement Agreement of Heidi S. Gansert.
10.7*Director Retirement Agreement of Richard F. Kenny.

31.1*

Rule 13a-14(a) [Section 302] Certification of Principal Financial Officer dated August 9,November 8, 2023.

  

  

31.2*

Rule 13a-14(a) [Section 302] Certification of Principal Executive Officer dated August 9,November 8, 2023.

  

  

32.1*

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 9,November 8, 2023.

  

32.2*

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 9,November 8, 2023.

 


 

101.INS*Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
  

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

  

  

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

  

  

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

  

  

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

  

  

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document
  
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 

*

Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

PLUMAS BANCORP

 

(Registrant)

 

Date: August 9,November 8, 2023

 

 

/s/ Richard L. Belstock

 

Richard L. Belstock

 

Chief Financial Officer

 

 

 

/s/ Andrew J. Ryback

 

Andrew J. Ryback

 

Director, President and Chief Executive Officer

 

45