UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
FOR THE QUARTERLY PERIOD ENDED
Commission file number:
(Exact name of Registrant as specified in its charter)
(State of Incorporation) | (IRS Employer Identification No) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| 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 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.
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).
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 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 |
| ☐ |
|
| ☒ | |
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 Section7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of May 1, 2023, the registrant had
FORM 10-Q
Table of Contents
Page | |||||
---|---|---|---|---|---|
1 | |||||
1 | |||||
1 | |||||
2 | |||||
3 | |||||
4 | |||||
5 | |||||
6 | |||||
Item 2. Management’s Discussion & Analysis of Financial Condition & Results of Operations | 32 | ||||
32 | |||||
33 | |||||
Overview of the Results of Operations and Financial Condition | 34 | ||||
35 | |||||
35 | |||||
38 | |||||
39 | |||||
40 | |||||
41 | |||||
41 | |||||
41 | |||||
43 | |||||
45 | |||||
46 | |||||
48 | |||||
48 | |||||
49 | |||||
49 | |||||
50 | |||||
50 | |||||
50 | |||||
54 | |||||
Item 3. Quantitative & Qualitative Disclosures about Market Risk | 55 | ||||
55 | |||||
56 | |||||
56 | |||||
56 | |||||
Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds | 57 | ||||
57 | |||||
57 | |||||
57 | |||||
58 | |||||
59 |
PART I - FINANCIAL INFORMATION
Item 1 – Financial Statements
SIERRA BANCORP
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
| March 31, 2023 |
| December 31, 2022 | |||
ASSETS | (unaudited) | (audited) | ||||
Cash and due from banks | $ | | $ | | ||
Interest bearing deposits in banks | | | ||||
Total cash & cash equivalents | | | ||||
Investment securities | ||||||
Available-for-sale, net of | | | ||||
Held-to-maturity, (fair value of $ | | | ||||
Allowance for credit losses on held-to-maturity securities | ( | ( | ||||
Net, investment securities held-to-maturity | | | ||||
Loans: | ||||||
Gross loans | | | ||||
Deferred loan costs (fees), net | | ( | ||||
Allowance for credit losses on loans | ( | ( | ||||
Net loans | | | ||||
Premises and equipment, net | | | ||||
Goodwill | | | ||||
Other intangible assets, net | | | ||||
Bank-owned life insurance | | | ||||
Other assets | | | ||||
Total assets | $ | | $ | | ||
| ||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||
Deposits: | ||||||
Noninterest bearing | $ | | $ | | ||
Interest bearing | | | ||||
Total deposits | | | ||||
Repurchase agreements | | | ||||
Other borrowings | | | ||||
Long-term debt | | | ||||
Subordinated debentures | | | ||||
Allowance for credit losses on unfunded loan commitments | | | ||||
Other liabilities | | | ||||
Total liabilities | | | ||||
| ||||||
Commitments and contingent liabilities (Note 7) | ||||||
| ||||||
Shareholders' equity | ||||||
Common stock, | | | ||||
Additional paid-in capital | | | ||||
Retained earnings | |
| | |||
Accumulated other comprehensive (loss) income, net | ( | ( | ||||
Total shareholders' equity | | | ||||
Total liabilities and shareholders' equity | $ | | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
1
SIERRA BANCORP
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022
(dollars in thousands, except per share data, unaudited)
Three months ended March 31, | ||||||
| 2023 |
| 2022 | |||
Interest and dividend income | ||||||
Loans, including fees |
| $ | |
| $ | |
Taxable securities | | | ||||
Tax-exempt securities | | | ||||
Federal funds sold and other | | | ||||
Total interest income | | | ||||
Interest expense | ||||||
Deposits | | | ||||
Short-term borrowings | | | ||||
Subordinated debentures | | | ||||
Total interest expense | | | ||||
Net interest income | | | ||||
Provision for credit losses | | | ||||
Net interest income after provision for credit losses | | | ||||
Noninterest income | ||||||
Service charges and fees on deposit accounts | | | ||||
Net gains on sale of securities available-for-sale | | | ||||
Increase (decrease) in cash surrender value of life insurance | | ( | ||||
Other income | | | ||||
Total noninterest income | | | ||||
Noninterest expense | ||||||
Salaries and employee benefits | | | ||||
Occupancy and equipment costs | | | ||||
Other | | | ||||
Total noninterest expense | | | ||||
Income before taxes | | | ||||
Provision for income taxes | | | ||||
Net income | $ | | $ | | ||
| ||||||
PER SHARE DATA | ||||||
Earnings per share basic | $ | | $ | | ||
Earnings per share diluted | $ | | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
2
SIERRA BANCORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022
(dollars in thousands, unaudited)
Three months ended March 31, | ||||||
| 2023 |
| 2022 | |||
Net income | $ | | $ | | ||
Other comprehensive gain (loss), before tax: | ||||||
Unrealized gain (loss) on securities: | ||||||
Unrealized holding gain (loss) arising during period | | ( | ||||
Less: reclassification adjustment for gains included in net income (1) | ( | ( | ||||
Other comprehensive gain (loss), before tax | | ( | ||||
Income tax expense (benefit) related to items of other comprehensive gain (loss), net of tax | ( | | ||||
Other comprehensive gain (loss), net of tax: | | ( | ||||
Comprehensive income (loss) | $ | | $ | ( |
(1) | Amounts are included in net gains on investment securities available-for-sale on the Consolidated Statements of Income in noninterest income. Income tax expense associated with the reclassification adjustment for the three months ended March 31, 2023 and 2022 were $ |
The accompanying notes are an integral part of these consolidated financial statements.
3
SIERRA BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022
(dollars in thousands, except per share data, unaudited)
Accumulated | |||||||||||||||||
Additional | Other | ||||||||||||||||
Common Stock | Paid In | Retained | Comprehensive | Shareholders' | |||||||||||||
| Shares |
| Amount |
| Capital |
| Earnings |
| Income (Loss) |
| Equity | ||||||
Balance, December 31, 2021 | | $ | | $ | | $ | | $ | | $ | | ||||||
Cumulative effect of change in accounting principle (Note 3) | — | $— | $— | ($ | $— | ( | |||||||||||
Net income | — | — | — | | — | | |||||||||||
Other comprehensive loss, net of tax | — | — | — | — | ( | ( | |||||||||||
Restricted stock surrendered due to employee tax liability | ( | ( | — | ( | — | ( | |||||||||||
Restricted stock forfeited / cancelled | ( | — | — | — | — | — | |||||||||||
Stock based compensation - stock options | — | — | | — | — | | |||||||||||
Stock based compensation - restricted stock | — | — | | — | — | | |||||||||||
Stock repurchase | ( | ( | — | ( | — | ( | |||||||||||
Cash dividends - $ | — | — | — | ( | — | ( | |||||||||||
Balance, March 31, 2022 | | $ | | $ | | $ | | $ | ( | $ | | ||||||
Balance, December 31, 2022 | | $ | | $ | | $ | | $ | ( | $ | | ||||||
Net income | — | — | — | | — | | |||||||||||
Other comprehensive income, net of tax | — | — | — | — | | | |||||||||||
Restricted stock granted | | — | — | — | — | — | |||||||||||
Restricted stock surrendered due to employee tax liability | ( | ( | — | ( | — | ( | |||||||||||
Restricted stock forfeited / cancelled | ( | — | — | — | — | — | |||||||||||
Stock based compensation - stock options | — | — | | — | — | | |||||||||||
Stock based compensation - restricted stock | — | — | | — | — | | |||||||||||
Stock repurchase | ( | ( | — | ( | — | ( | |||||||||||
Excise tax on stock repurchase | — | ( | — | — | — | ( | |||||||||||
Cash dividends - $ | — | — | — | ( | — | ( | |||||||||||
Balance, March 31, 2023 | | $ | | $ | | $ | | $ | ( | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
4
SIERRA BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022
(dollars in thousands, unaudited)
Three months ended March 31, | ||||||
| 2023 |
| 2022 | |||
Cash flows from operating activities: | ||||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Gain on sales of securities | ( | ( | ||||
(Gain) loss on disposal of fixed assets | ( | | ||||
Gain on sale on foreclosed assets | — | ( | ||||
Stock based compensation expense | | | ||||
Provision for credit losses on loans | | | ||||
Depreciation and amortization | | | ||||
Net amortization on securities premiums and discounts | | | ||||
Net (accretion) amortization of premiums/discounts for loans acquired | ( | | ||||
(Increase) decrease in cash surrender value of life insurance policies | ( | | ||||
Amortization of core deposit intangible | | | ||||
Decrease (increase) in interest receivable and other assets | | ( | ||||
Decrease in other liabilities | ( | ( | ||||
Deferred income tax (benefit) provision | ( | | ||||
Decrease in value of restricted bank equity securities | | | ||||
Excise tax on stock options purchased | ( | — | ||||
Amortization of debt issuance costs | | | ||||
Net amortization of partnership investment | | | ||||
Net cash provided by operating activities | | | ||||
Cash flows from investing activities: | ||||||
Maturities and calls of securities available for sale | | | ||||
Proceeds from sales of securities available for sale | | | ||||
Purchases of securities available for sale | ( | ( | ||||
Principal pay downs on securities available for sale | | | ||||
Loan originations and payments, net | ( | | ||||
Purchases of premises and equipment | ( | ( | ||||
Proceeds from sale of premises and equipment | | — | ||||
Proceeds from sales of foreclosed assets | | | ||||
Purchase of bank-owned life insurance | ( | ( | ||||
Liquidation of bank-owned life insurance | — | | ||||
Proceeds from BOLI death benefit | | — | ||||
Net cash used in investing activities | ( | ( | ||||
Cash flows from financing activities: | ||||||
Increase in deposits | | | ||||
Decrease in borrowed funds | ( | — | ||||
Increase in Fed funds purchased | | — | ||||
(Decrease) increase in customer repurchase agreements | ( | | ||||
Cash dividends paid | ( | ( | ||||
Repurchases of common stock | ( | ( | ||||
Net cash provided by financing activities | | | ||||
| ||||||
Increase (decrease) in cash and cash equivalents | | ( | ||||
Cash and cash equivalents | ||||||
Beginning of period | | | ||||
End of period | $ | | $ | | ||
Supplemental disclosure of cash flow information: | ||||||
Interest paid | $ | | $ | | ||
Supplemental schedule of noncash investing and financing activities: | ||||||
Real estate acquired through foreclosure | $ | | $ | — |
The accompanying notes are an integral part of these consolidated financial statements.
5
SIERRA BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2022
(Unaudited)
Note 1 – The Business of Sierra Bancorp
Sierra Bancorp (the “Company”) is a California corporation headquartered in Porterville, California, and is a registered bank holding company under federal banking laws. The Company was formed to serve as the holding company for Bank of the Sierra (the “Bank”), and has been the Bank’s sole shareholder since August 2001. The Company exists primarily for the purpose of holding the stock of the Bank and of such other subsidiaries it may acquire or establish. As of March 31, 2023, the Company’s only other subsidiaries were Sierra Statutory Trust II, Sierra Capital Trust III, and Coast Bancorp Statutory Trust II, which were formed solely to facilitate the issuance of capital trust pass-through securities (“TRUPS”). Pursuant to the Financial Accounting Standards Board (“FASB”) standard on the consolidation of variable interest entities, these trusts are not reflected on a consolidated basis in the Company’s financial statements. References herein to the “Company” include Sierra Bancorp and its consolidated subsidiary, the Bank, unless the context indicates otherwise.
Bank of the Sierra, a California state-chartered bank headquartered in Porterville, California, offers a wide range of retail and commercial banking services via branch offices located throughout California’s South San Joaquin Valley, the Central Coast, Ventura County, the Sacramento area, and neighboring communities. The Bank was incorporated in September 1977, and opened for business in January 1978 as a
Note 2 – Basis of Presentation
The accompanying interim unaudited consolidated financial statements have been prepared in a condensed format as allowed under U.S. generally accepted accounting principles (“GAAP”). Therefore, these financial statements do not include all of the information and footnotes required for complete, audited financial statements as presented in the Company’s Annual Report on Form 10-K. The information furnished in these interim statements reflects all adjustments that are, in the opinion of Management, necessary for a fair statement of the results for such periods. Such adjustments can generally be considered as normal and recurring unless otherwise disclosed in this Form 10-Q. In preparing the accompanying financial statements, Management has taken subsequent events into consideration, through May 5, 2023 and recognized them where appropriate. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for any other quarter, or for the full year. Certain amounts reported for 2022 have been reclassified to be consistent with the reporting for 2023, none of which impacted net income or shareholders’ equity. The interim financial information should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”).
Note 3 – Current Accounting Developments
In September 2016 the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which eliminates the probable initial recognition threshold for credit losses in current U.S. GAAP, and instead requires an organization to record an estimate of expected credit losses over the
6
contractual term for financial assets carried at amortized cost (generally loans and held-to-maturity investment securities) in addition to certain off balance-sheet credit exposure. Under the current expected credit losses (“CECL”) methodology expected credit losses for financial assets are estimated over the contractual life of the financial asset, adjusted for expected prepayments, considering historical experience, current conditions, and reasonable and supportable forecasts. Additionally, under CECL the accounting for credit losses on available-for-sale debt securities is addressed through an allowance for credit losses which is a change from legacy GAAP which previously required the direct write-down of securities through the other-than-temporary impairment approach. The Company
For available-for-sale debt securities in an unrealized loss position for which management has an intent to sell the security or considers it more likely-than-not that the security in question will be sold prior to a recovery of its amortized cost basis, the security will be written down to fair value through a direct charge to income. For the remainder of available sale debt securities in an unrealized loss position, which don’t meet the previously outlined criteria, management evaluates whether the decline in fair value is a reflection of credit deterioration or other factors. In performing this evaluation, management considers the extent which fair value has fallen below amortized cost, changes in ratings by rating agencies, and other information indicating a deterioration in repayment capacity of either the underlying issuer or the borrowers providing repayment capacity in a securitization. If management’s evaluation indicates that a credit loss exists then a present value of the expected cash flows is calculated and compared to the amortized cost basis of the security in question and to the degree that the amortized cost basis exceeds the present value an allowance for credit loss (“ACL”) is established, with the caveat that the maximum amount of the reserve on any individual security is the difference between the fair value and amortized cost balance of the security in question. Any unrealized loss that has not been recorded through an ACL is recognized in other comprehensive income.
On April 1, 2022 the Company transferred $
In March 2023 the FASB issued, ASU No. 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” ASU 2023-02 is intended to improve the accounting and disclosures for investments in tax credit structures. ASU 2023-02 allows entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. Previously, this method was only available for qualifying tax equity investments in low-income housing tax credit structures. ASU 2023-02 will be effective for the Company on January 1, 2024, though early adoption is permitted, and its adoption is not expected to have a significant effect on the Company’s financial statements.
Note 4 – Share Based Compensation
On March 16, 2017, the Company’s Board of Directors approved and adopted the 2017 Stock Incentive Plan (the “2017 Plan”), which became effective May 24, 2017, the date approved by the Company’s shareholders. The 2017 Plan replaced the Company’s 2007 Stock Incentive Plan (the “2007 Plan”), which expired by its own terms on March 15, 2017. Options to purchase
7
2023 and remain unaffected by that plan’s expiration. The 2017 Plan provides for the issuance of both “incentive” and “nonqualified” stock options to officers and employees, and of “nonqualified” stock options to non-employee directors and consultants of the Company. The 2017 Plan also provides for the issuance of restricted stock awards to these same classes of eligible participants. The total number of shares of the Company’s authorized but unissued stock reserved for issuance pursuant to awards under the 2017 Plan was initially
Pursuant to FASB’s standards on stock compensation, the value of each stock option and restricted stock award is reflected in our income statement as employee compensation or directors’ expense by amortizing its grant date fair value over the vesting period of the option or award. The Company utilizes a Black-Scholes model to determine grant date fair values for options, while the market price of the Company’s common stock at the date of grant is used for restricted stock awards. Forfeitures are reflected in compensation costs as they occur for both types of awards. A pre-tax charge of $
Restricted Stock Grants
The Company’s Restricted Stock Awards are awards of either time-vested or performance-based shares. The Restricted Stock Awards are non-transferrable shares of common stock and are available to be granted to the Company’s employees and directors. The vesting period of Restricted Stock Awards is determined at the time the awards are issued, and different awards may have different vesting terms or performance measures; provided, however, that no installment of any Restricted Stock Award shall become vested less than one year from the grant date. Restricted Stock Awards are valued utilizing the fair value of the Company’s stock at the grant date. These awards are expensed on a straight-line basis over the vesting period and consider the probability of meeting the performance criteria. There were
The Company’s restricted stock award activity for the three months ended March 31, 2023 and 2022 is summarized below (unaudited):
Three months ended March 31, | ||||||||||
2023 | 2022 | |||||||||
Shares | Weighted Average Grant-Date Fair Value | Shares | Weighted Average Grant-Date Fair Value | |||||||
Unvested shares, January 1, | | $ | | | $ | | ||||
Granted | | | — | — | ||||||
Vested | ( | | ( | | ||||||
Forfeited | ( |