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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                        TO

COMMISSION FILE NUMBER: 000-31977

CENTRAL VALLEY COMMUNITY BANCORP

(Exact name of registrant as specified in its charter)

California	77-0539125
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7100 N. Financial Dr., Suite 101, Fresno, California	93720
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number (559) 298-1775

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

Common Stock, no par value	CVCY	NASDAQ Capital Market
(Title of Each Class)	(Trading Symbol)	(Name of Each Exchange on which Registered)

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 past 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒  No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Small reporting company	☒
		Emerging growth company	☐

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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  ☒

As of May 3, 2021 there were 12,529,609 shares of the registrant’s common stock outstanding.

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CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY

2021 QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART 1	FINANCIAL INFORMATION	2
ITEM 1	FINANCIAL STATEMENTS (Unaudited)	3
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	53
ITEM 4	CONTROLS AND PROCEDURES	53
PART II	OTHER INFORMATION	54
ITEM 1	LEGAL PROCEEDINGS	54
ITEM 1A	RISK FACTORS	54
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	54
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	54
ITEM 4	MINE SAFETY DISCLOSURES	54
ITEM 5	OTHER INFORMATION	54
ITEM 6	EXHIBITS	55
SIGNATURES		56

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PART 1: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 (Unaudited)

(In thousands, except share amounts)	March 31, 2021		December 31, 2020
ASSETS
Cash and due from banks	$	31,083	$	34,175
Interest-earning deposits in other banks	183,758		36,103
Total cash and cash equivalents	214,841		70,278
Available-for-sale debt securities	768,719		710,092
Equity securities	7,500		7,634
Loans, less allowance for credit losses of $12,056 at March 31, 2021 and $12,915 at December 31, 2020	1,078,284		1,089,432
Bank premises and equipment, net	8,349		8,228
Bank-owned life insurance	28,886		28,713
Federal Home Loan Bank stock	5,595		5,595
Goodwill	53,777		53,777
Core deposit intangibles	1,009		1,183
Accrued interest receivable and other assets	33,563		29,164
Total assets	$	2,200,523	$	2,004,096
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest bearing	$	885,654	$	824,889
Interest bearing	1,036,749		897,821
Total deposits	1,922,403		1,722,710
Junior subordinated deferrable interest debentures	5,155		5,155
Accrued interest payable and other liabilities	31,120		31,210
Total liabilities	1,958,678		1,759,075
Commitments and contingencies (Note 7)
Shareholders’ equity:
Preferred stock, no par value; 10,000,000 shares authorized, none issued and outstanding	—		—
Common stock, no par value; 80,000,000 shares authorized; issued and outstanding: 12,524,609 at March 31, 2021 and 12,509,848 at December 31, 2020	79,732		79,416
Retained earnings	156,851		150,749
Accumulated other comprehensive income, net of tax	5,262		14,856
Total shareholders’ equity	241,845		245,021
Total liabilities and shareholders’ equity	$	2,200,523	$	2,004,096

See notes to unaudited consolidated financial statements.

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CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	For the Three Months Ended March 31,
(In thousands, except share and per-share amounts)	2021		2020
INTEREST INCOME:
Interest and fees on loans	$	13,765	$	12,898
Interest on deposits in other banks	32		183
Interest and dividends on investment securities:
Taxable	2,733		3,266
Exempt from Federal income taxes	1,317		159
Total interest income	17,847		16,506
INTEREST EXPENSE:
Interest on deposits	268		432
Interest on junior subordinated deferrable interest debentures	24		45
Other	—		—
Total interest expense	292		477
Net interest income before provision for credit losses	17,555		16,029
(REVERSAL OF) PROVISION FOR CREDIT LOSSES	(1,800)		1,375
Net interest income after provision for credit losses	19,355		14,654
NON-INTEREST INCOME:
Service charges	432		646
Appreciation in cash surrender value of bank-owned life insurance	173		182
Interchange fees	370		333
Net realized gains on sales of investment securities	—		4,198
Federal Home Loan Bank dividends	70		107
Loan placement fees	657		299
Other income	297		776
Total non-interest income	1,999		6,541
NON-INTEREST EXPENSES:
Salaries and employee benefits	6,938		7,512
Occupancy and equipment	1,113		1,144
Professional services	356		458
Data processing	617		336
Regulatory assessments	161		47
ATM/Debit card expenses	225		294
Information technology	559		608
Directors’ expenses	41		192
Advertising	129		173
Internet banking expense	124		196
Amortization of core deposit intangibles	174		174
Other	951		944
Total non-interest expenses	11,388		12,078
Income before provision for income taxes	9,966		9,117
Provision for income taxes	2,487		2,494
Net income	$	7,479	$	6,623
Earnings per common share:
Basic earnings per share	$	0.60	$	0.52
Weighted average common shares used in basic computation	12,495,606		12,734,971
Diluted earnings per share	$	0.60	$	0.52
Weighted average common shares used in diluted computation	12,547,137		12,779,096
Cash dividend per common share	$	0.11	$	0.11

See notes to unaudited consolidated financial statements.

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CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the Three Months Ended March 31,
(In thousands)	2021		2020
Net income	$	7,479	$	6,623
Other Comprehensive Income:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period	(13,621)		(1,687)
Reclassification of net (gains) losses included in net income	—		(4,198)
Other comprehensive income, before tax	(13,621)		(5,885)
Tax effect	4,027		1,740
Total other comprehensive loss	(9,594)		(4,145)
Comprehensive (loss) income	$	(2,115)	$	2,478

See notes to unaudited consolidated financial statements.

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CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED MARCH 31, 2021 AND 2020

 (Unaudited)

	Common Stock					Accumulated Other Comprehensive Income (Loss) (Net of Taxes)		Total Shareholders’ Equity
				Retained Earnings
(In thousands, except share amounts)	Shares	Amount
Balance, January 1, 2020	13,052,407	$	89,379	$	135,932	$	2,817	$	228,128
Net income	—	—		6,623		—		6,623
Other comprehensive loss	—	—		—		(4,145)		(4,145)
Stock issued under employee stock purchase plan	3,633	58						58
Stock awarded to employees	6,548	141						141
Stock-based compensation expense	—	121		—		—		121
Cash dividend	—	—		(1,408)		—		(1,408)
Stock options exercised	31,730	207		—		—		207
Repurchase and retirement of common stock	(621,379)	(11,052)						(11,052)
Balance, March 31, 2020	12,472,939	$	78,854	$	141,147	$	(1,328)	$	218,673
Balance, January 1, 2021	12,509,848	$	79,416	$	150,749	$	14,856	$	245,021
Net income	—	—		7,479		—		7,479
Other comprehensive loss	—	—		—		(9,594)		(9,594)
Restricted stock granted net of forfeitures	(247)	—		—		—		—
Stock issued under employee stock purchase plan	4,379	56		—		—		56
Stock awarded to employees	10,529	158		—		—		158
Stock-based compensation expense	—	101		—		—		101
Cash dividend	—	—		(1,377)		—		(1,377)
Stock options exercised	100	1		—		—		1
Balance, March 31, 2021	12,524,609	$	79,732	$	156,851	$	5,262	$	241,845

See notes to unaudited consolidated financial statements.

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CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) 

	For the Three Months Ended March 31,
(In thousands)	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	7,479	$	6,623
Adjustments to reconcile net income to net cash provided by operating activities:
Net (increase) decrease in deferred loan fees	(559)		36
Depreciation	223		240
Accretion	(327)		(338)
Amortization	1,633		942
Stock-based compensation	101		121
(Reversal of) provision for credit losses	(1,800)		1,375
Net realized gains on sales of available-for-sale investment securities	—		(4,198)
Net gain on disposal of premises and equipment	(2)		—
Net change in equity securities	134		(120)
Increase in bank-owned life insurance, net of expenses	(173)		(182)
Net gain on bank-owned life insurance	—		(64)
Net (increase) decrease in accrued interest receivable and other assets	(504)		644
Net increase in accrued interest payable and other liabilities	69		1,464
Benefit (provision) for deferred income taxes	105		(612)
Net cash provided by operating activities	6,379		5,931
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available-for-sale investment securities	(84,685)		(155,742)
Proceeds from sales or calls of available-for-sale investment securities	—		106,037
Proceeds from maturity and principal repayments of available-for-sale investment securities	11,331		8,136
Net decrease in loans	13,507		13,616
Purchases of premises and equipment	(344)		(32)
Proceeds from bank-owned life insurance	—		531
Proceeds from sale of premises and equipment	2		—
Net cash used in investing activities	(60,189)		(27,454)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand, interest bearing and savings deposits	200,112		21,196
Net decrease in time deposits	(419)		(3,890)
Purchase and retirement of common stock	—		(11,052)
Proceeds from stock issued under employee stock purchase plan	56		58
Proceeds from exercise of stock options	1		207
Cash dividend payments on common stock	(1,377)		(1,408)
Net cash provided by financing activities	198,373		5,111
Increase (decrease) in cash and cash equivalents	144,563		(16,412)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	70,278		52,574
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	214,841	$	36,162

	For the Three Months Ended March 31,
(In thousands)	2021		2020
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid during the period for:
Interest	$	298	$	502
Operating cash flows from operating leases	$	562	$	559
Non-cash investing and financing activities:
Purchases of available-for-sale investment securities, not yet settled	$	—	$	12,718

See notes to unaudited consolidated financial statements.

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Note 1.  Basis of Presentation

The interim unaudited condensed consolidated financial statements of Central Valley Community Bancorp and subsidiary have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). These interim condensed consolidated financial statements include the accounts of Central Valley Community Bancorp and its wholly owned subsidiary Central Valley Community Bank (the Bank) (collectively, the Company). All significant intercompany accounts and transactions have been eliminated in consolidation.  Certain information and footnote disclosures normally included in 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 presented not misleading. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s 2020 Annual Report to Shareholders on Form 10-K. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position at March 31, 2021, and the results of its operations and its cash flows for the three-month interim periods ended March 31, 2021 and 2020 have been included. The results of operations for interim periods are not necessarily indicative of results for the full year.

     The preparation of these interim unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

     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.

Impact of New Financial Accounting Standards:

FASB Accounting Standards Update (ASU) 2016-13 - Measurement of Credit Losses on Financial Instruments (Subtopic 326): Financial Instruments - Credit Losses, commonly referred to as “CECL,” was issued June 2016. The provisions of the update eliminate the probable initial recognition threshold under current GAAP which requires reserves to be based on an incurred loss methodology. Under CECL, reserves required for financial assets measured at amortized cost will reflect an organization’s estimate of all expected credit losses over the contractual term of the financial asset and thereby require the use of reasonable and supportable forecasts to estimate future credit losses. Because CECL encompasses all financial assets carried at amortized cost, the requirement that reserves be established based on an organization’s reasonable and supportable estimate of expected credit losses extends to held to maturity (“HTM”) debt securities. Under the provisions of the update, credit losses recognized on available for sale (“AFS”) debt securities will be presented as an allowance as opposed to a write-down. In addition, CECL will modify the accounting for purchased loans, with credit deterioration since origination, so that reserves are established at the date of acquisition for purchased loans. Under current GAAP a purchased loan’s contractual balance is adjusted to fair value through a credit discount and no reserve is recorded on the purchased loan upon acquisition. Since under CECL, reserves will be established for purchased loans at the time of acquisition, the accounting for purchased loans is made more comparable to the accounting for originated loans. Finally, increased disclosure requirements under CECL require organizations to present the currently required credit quality disclosures disaggregated by the year of origination or vintage. The FASB expects that the evaluation of underwriting standards and credit quality trends by financial statement users will be enhanced with the additional vintage disclosures. On August 15, 2019, the FASB issued a proposed Accounting Standards Update (ASU), “Financial Instruments -Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” that would provide private entities and certain small public companies additional time to implement the standards on CECL, leases, and hedging. The final ASU extends the effective date for SEC filers, such as the Company, that are classified as smaller reporting companies to January 1, 2023.

    The Company has formed an internal task force that is responsible for oversight of the Company’s implementation strategy for compliance with provisions of the new standard. The Company has also established a project management governance process to manage the implementation across affected disciplines. An external provider specializing in community bank loss driver and CECL reserving model design as well as other related consulting services has been retained, and we have begun to evaluate potential CECL modeling alternatives. As part of this process, the Company has determined potential loan pool segmentation and sub-segmentation under CECL, as well as begun to evaluate the key economic loss drivers for each segment. Further, the Company has begun developing internal controls around the CECL process, data, calculations and implementation. The Company presently plans to generate and evaluate model scenarios under CECL in tandem with its current reserving processes for interim and annual reporting periods during 2021 due to the fact the Company elected to delay

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implementation of the CECL process as allowed by FASB. While the Company is currently unable to reasonably estimate the impact of adopting this new guidance, management expects the impact of adoption will be significantly influenced by the composition and quality of the Company’s loans as well as the economic conditions as of the date of adoption. The Company also anticipates changes to the processes and procedures for calculating the reserve for credit losses and continues to evaluate the potential impact on our consolidated financial statements.

    FASB Accounting Standards Update (ASU) 2020-04 - Reference Rate Reform (Subtopic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, was issued March 2020. This ASU provides optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. The ASU is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is in the process of evaluating the provisions of this ASU and its effects on our consolidated financial statements. The Company believes the adoption of this guidance on activities subsequent to March 31, 2021 through December 31, 2022 will not have a material impact on the consolidated financial statements.

    In April 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation, (“the agencies”) issued a revised interagency statement encouraging financial institutions to work with customers affected by COVID-19 and providing additional information regarding loan modifications. The revised interagency statement clarifies the interaction between the interagency statement issued on March 22, 2020 and the temporary relief provided by Section 4013 of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. Section 4013 allows financial institutions to suspend the requirements to classify certain loan modifications as troubled debt restructurings (“TDRs”). The revised statement also provides supervisory interpretations on past due and nonaccrual regulatory reporting of loan modification programs and regulatory capital. This interagency guidance is expected to reduce the number of TDRs that will be reported in future periods; however, the amount is indeterminable and will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.

Note 2.  Fair Value Measurements

Fair Value Hierarchy

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 — Quoted market prices (unadjusted) for identical instruments traded in active markets that the entity has the ability to access as of the measurement date.

Level 2 —Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Significant unobservable inputs that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing an 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, we report the transfer at the beginning of the reporting period. The estimated carrying and fair values of the Company’s financial instruments are as follows (in thousands):

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	March 31, 2021
	Carrying Amount		Fair Value
(In thousands)			Level 1		Level 2		Level 3		Total
Financial assets:
Cash and due from banks	$	31,083	$	31,083	$	—	$	—	$	31,083
Interest-earning deposits in other banks	183,758		183,758		—		—		183,758
Available-for-sale debt securities	768,719		—		768,719		—		768,719
Equity securities	7,500		7,500		—		—		7,500
Loans, net	1,078,284		—		—		1,094,929		1,094,929
Federal Home Loan Bank stock	5,595		N/A		N/A		N/A		N/A
Accrued interest receivable	9,315		12		4,746		4,557		9,315
Financial liabilities:
Deposits	1,922,403		1,829,310		89,530		—		1,918,840
Junior subordinated deferrable interest debentures	5,155		—		—		4,118		4,118
Accrued interest payable	59		—		35		24		59

	December 31, 2020
	Carrying Amount		Fair Value
(In thousands)			Level 1		Level 2		Level 3		Total
Financial assets:
Cash and due from banks	$	34,175	$	34,175	$	—	$	—	$	34,175
Interest-earning deposits in other banks	36,103		36,103		—		—		36,103
Available-for-sale debt securities	710,092		—		710,092		—		710,092
Equity securities	7,634		7,634		—		—		7,634
Loans, net	1,089,432		—		—		1,087,124		1,087,124
Federal Home Loan Bank stock	5,595		N/A		N/A		N/A		N/A
Accrued interest receivable	8,834		9		3,617		5,208		8,834
Financial liabilities:
Deposits	1,722,710		1,691,647		90,008		—		1,781,655
Junior subordinated deferrable interest debentures	5,155		—		—		3,693		3,693
Accrued interest payable	65		—		41		24		65

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.

These estimates are made at a specific point in time based on relevant market data and information about the financial instruments.  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.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the fair values presented.

    The methods and assumptions used to estimate fair values are described as follows:

(a) Cash and Cash Equivalents — The carrying amounts of cash and due from banks, interest-earning deposits in other banks, and Federal funds sold approximate fair values and are classified as Level 1.

(b) Investment Securities — Investment securities in Level 1 are mutual funds and fair values are based on quoted market prices for identical instruments traded in active markets. Fair values for investment securities classified in Level 2 are based on quoted market prices for similar securities in active markets. For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators.

(c) Loans — Fair values of loans are estimated as follows: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Purchased credit

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impaired (PCI) loans are measured at estimated fair value on the date of acquisition. Carrying value is calculated as the present value of expected cash flows and approximates fair value and included in Level 3. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are initially valued at the lower of cost or fair value. Impaired loans carried at fair value generally receive specific allocations of the allowance for credit losses. For collateral dependent real estate loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly. The estimated fair values of financial instruments disclosed above follow the guidance in ASU 2016-01 which prescribes an “exit price” approach in estimating and disclosing fair value of financial instruments incorporating discounts for credit, liquidity, and marketability factors.

(d) FHLB Stock — It is not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability.

(e) Deposits — Fair value of demand deposit, savings, and money market accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount) resulting in a Level 1 classification. Fair value for fixed and variable rate certificates of deposit are estimated using discounted cash flow analyses using interest rates offered at each reporting date by the Company for certificates with similar remaining maturities resulting in a Level 2 classification.

(f) Subordinated Debentures — The fair values of the Company’s Subordinated Debentures are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 3 classification.

(g) Accrued Interest Receivable/Payable — The fair value of accrued interest receivable and payable is based on the fair value hierarchy of the related asset or liability.

(h) Off-Balance Sheet Instruments — Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not considered significant for financial reporting purposes.

Assets Recorded at Fair Value

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 March 31, 2021:

Recurring Basis

The Company is required or permitted to record the following assets at fair value on a recurring basis as of March 31, 2021 (in thousands). 

Description	Fair Value		Level 1		Level 2		Level 3
Available-for-sale debt securities:
U.S. Government agencies	$	655	$	—	$	655	$	—
Obligations of states and political subdivisions	413,483		—		413,483		—
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations	214,386		—		214,386		—
Private label mortgage and asset backed securities	107,920		—		107,920		—
Corporate debt securities	32,275		—		32,275		—
Equity securities	7,500		7,500		—		—
Total assets measured at fair value on a recurring basis	$	776,219	$	7,500	$	768,719	$	—

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    Securities in Level 1 are mutual funds and fair values are based on quoted market prices for identical instruments traded in active markets.  Fair values for available-for-sale debt securities in Level 2 are based on quoted market prices for similar securities in active markets. For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators.

    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. During the three months ended March 31, 2021, no transfers between levels occurred.

There were no Level 3 assets measured at fair value on a recurring basis at or during the three months ended March 31, 2021. Also there were no liabilities measured at fair value on a recurring basis at March 31, 2021.

Non-recurring Basis

    The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a non-recurring basis. These include assets and liabilities that are measured at the lower of cost or fair value that were recognized at

fair value which was below cost at March 31, 2021.

	Fair Value		Level 1		Level 2		Level 3
Impaired loans:
Commercial:
Commercial and industrial	$	194	$	—	$	—	$	194
Real estate:
Real estate-construction and other land loans	1,262		—		—		1,262
Consumer:
Equity loans and lines of credit	923		—		—		923
Total impaired loans	2,379		—		—		2,379
Other repossessed assets	—		—		—		—
Total assets measured at fair value on a non-recurring basis	$	2,379	$	—	$	—	$	2,379

    At the time a loan is considered impaired, it is valued at the lower of cost or fair value. Impaired loans carried at fair value generally receive specific allocations of the allowance for credit losses. For collateral dependent real estate loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. The fair value of impaired loans is based on the fair value of the collateral. Impaired loans were determined to be collateral dependent and categorized as Level 3 due to ongoing real estate market conditions resulting in inactive market data, which in turn required the use of unobservable inputs and assumptions in fair value measurements. Impaired loans evaluated under the discounted cash flow method are excluded from the table above. The discounted cash flow methods as prescribed by ASC Topic 310 is not a fair value measurement since the discount rate utilized is the loan’s effective interest rate which is not a market rate. There were no changes in valuation techniques used during the three months ended ended March 31, 2021.

    Appraisals for collateral-dependent impaired loans 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, the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value is compared with independent data sources such as recent market data or industry-wide statistics.

Impaired loans that are measured for impairment using the fair value of the collateral for collateral dependent loans had a principal balance of $2,791,000 with a valuation allowance of $412,000 at March 31, 2021, and a resulting fair value of $2,379,000. The valuation allowance represents specific allocations for the allowance for credit losses for impaired loans.

    There were no charge-offs related to loans carried at fair value during the three months ended March 31, 2021 and 2020. Activity related to changes in the allowance for loan losses related to impaired loans for the three months ended March 31, 2021 and 2020 was not considered significant for disclosure purposes. There were no liabilities measured at fair value on a non-recurring basis at March 31, 2021.

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    The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis as of December 31, 2020:

Recurring Basis

The Company is required or permitted to record the following assets at fair value on a recurring basis as of December 31, 2020 (in thousands).

Description	Fair Value		Level 1		Level 2		Level 3
Available-for-sale debt securities:
U.S. Government agencies	$	680	$	—	$	680	$	—
Obligations of states and political subdivisions	379,565		—		379,565		—
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations	216,298		—		216,298		—
Private label mortgage and asset backed securities	83,508		—		83,508		—
Corporate debt securities	30,041		—		30,041		—
Equity securities	7,634		7,634		—		—
Total assets measured at fair value on a recurring basis	$	717,726	$	7,634