bsrr-10q_20190331.htm

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

(Former name, former address and former fiscal year, if changed since last report)

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 ☐ No ☒

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, 2019, the registrant had 15,328,430 shares of common stock outstanding.

	March 31, 2019			December 31, 2018
ASSETS	(unaudited)			(audited)
Cash and due from banks	$	58,940		$	72,439
Interest-bearing deposits in banks		9,123			1,693
Total cash & cash equivalents		68,063			74,132
Securities available-for-sale		563,628			560,479
Loans and leases:
Gross loans and leases		1,750,989			1,731,928
Allowance for loan and lease losses		(9,438	)		(9,750	)
Deferred loan and lease costs, net		2,787			2,602
Net loans and leases		1,744,338			1,724,780
Foreclosed assets		806			1,082
Premises and equipment, net		28,855			29,500
Goodwill		27,357			27,357
Other intangible assets, net		6,187			6,455
Bank-owned life insurance		49,270			48,153
Other assets		50,583			50,564
Total assets	$	2,539,087		$	2,522,502

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing	$	658,524		$	662,527
Interest bearing		1,502,224			1,453,813
Total deposits		2,160,748			2,116,340
Repurchase agreements		19,360			16,359
Short-term borrowings		—			56,100
Subordinated debentures, net		34,811			34,767
Other liabilities		40,100			25,912
Total liabilities		2,255,019			2,249,478

Commitments and contingent liabilities (Note 8)

Shareholders' equity
Common stock, no par value; 24,000,000 shares authorized; 15,328,030 and 15,300,460 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively		113,001			112,507
Additional paid-in capital		3,135			3,066
Retained earnings		170,258			164,117
Accumulated other comprehensive loss, net		(2,326	)		(6,666	)
Total shareholders' equity		284,068			273,024
Total liabilities and shareholder's equity	$	2,539,087		$	2,522,502

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

Interest and dividend income	2019		2018
Loans and leases, including fees	$	23,748	$	20,004
Taxable securities		2,617		2,338
Tax-exempt securities		1,045		1,016
Federal funds sold and other		73		118
Total interest income		27,483		23,476
Interest expense
Deposits		2,955		1,318
Short-term borrowings		72		13
Subordinated debentures		483		385
Total interest expense		3,510		1,716
Net interest income		23,973		21,760
Provision for loan losses		300		200
Net interest income after provision for loan losses		23,673		21,560
Non-interest income
Service charges on deposits		2,943		2,946
Other income		2,963		2,187
Total non-interest income		5,906		5,133
Other operating expense
Salaries and employee benefits		9,243		9,183
Occupancy and equipment		2,361		2,348
Other		6,248		6,356
Total other operating expense		17,852		17,887
Income before taxes		11,727		8,806
Provision for income taxes		2,832		2,096
Net income	$	8,895	$	6,710

PER SHARE DATA
Book value	$	18.53	$	16.75
Cash dividends	$	0.18	$	0.16
Earnings per share basic	$	0.58	$	0.44
Earnings per share diluted	$	0.58	$	0.44
Average shares outstanding, basic		15,311,154		15,232,696
Average shares outstanding, diluted		15,447,747		15,412,168

Total shareholder equity (in thousands)	$	284,068	$	255,320
Shares outstanding		15,328,030		15,246,780
Dividends paid (in thousands)	$	2,754	$	2,437

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

	Common Stock
											Accumulated
					Additional						Other
					Paid In			Retained			Comprehensive			Shareholders'
	Shares		Amount		Capital			Earnings			Income (Loss)			Equity
Balance, December 31, 2017		15,223,360	$	111,138	$	2,937		$	144,197		$	(2,330	)	$	255,942
Net income									6,710						6,710
Other comprehensive income, net of tax												(5,347	)		(5,347	)
Exercise of stock options		23,420		460		(78	)								382
Stock compensation costs						76									76
Stock issued-acquisition						(6	)								(6	)
Cash dividends - $.16 per share									(2,437	)					(2,437	)
Balance, March 31, 2018		15,246,780	$	111,598	$	2,929		$	148,470		$	(7,677	)	$	255,320

Balance, December 31, 2018		15,300,460	$	112,507	$	3,066		$	164,117		$	(6,666	)	$	273,024
Net income									8,895						8,895
Other comprehensive loss, net of tax												4,340			4,340
Exercise of stock options		27,570		494		(82	)								412
Stock compensation costs						151									151
Stock issued-acquisition															—
Cash dividends - $.18 per share									(2,754	)					(2,754	)
Balance, March 31, 2019		15,328,030	$	113,001	$	3,135		$	170,258		$	(2,326	)	$	284,068

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

	2019			2018
Cash flows from operating activities:
Net income	$	8,895		$	6,710
Adjustments to reconcile net income to net cash provided by operating activities:

Gain on sales of securities		(6	)		—
Loss on disposal of fixed assets		12			—
Gain on sale on foreclosed assets		(16	)		—
Writedowns on foreclosed assets		20			110
Share-based compensation expense		151			76
Provision for loan losses		300			200
Depreciation and amortization		754			785
Net amortization on securities premiums and discounts		1,030			1,423
Accretion of discounts for loans acquired and net deferred loan fees		(266	)		(356	)
Increase in cash surrender value of life insurance policies		(900	)		(204	)
Amortization of core deposit intangible		269			230
(Increase) decrease in interest receivable and other assets		(203	)		2,633
Increase (decrease) in other liabilities		4,476			(3,020	)
Deferred income tax benefit (provision)		2			(953	)
Net amortization of partnership investment		450			405
Net cash provided by operating activities		14,968			8,039

Cash flows from investing activities:
Maturities and calls of securities available for sale		1,150			200
Proceeds from sales of securities available for sale		15,504			—
Purchases of securities available for sale		(34,469	)		(36,750	)
Principal pay downs on securities available for sale		19,803			22,282
Loan originations and payments, net		(19,618	)		(34,471	)
Purchases of premises and equipment		(87	)		(412	)
Proceeds from sale premises and equipment		10			—
Proceeds from sales of foreclosed assets		7,920			—
Purchase of bank-owned life insurance		(217	)		(278	)
Net cash from bank acquisition		—			(6	)
Net cash used in investing activities		(10,004	)		(49,435	)

Cash flows from financing activities:
Increase in deposits		44,408			48,244
Decrease in borrowed funds		(56,100	)		(16,100	)
Increase in Fed funds purchased		—			300
Increase in repurchase agreements		3,001			4,379
Cash dividends paid		(2,754	)		(2,437	)
Stock options exercised		412			382
Net cash (used in) provided by financing activities		(11,033	)		34,768

Decrease in cash and due from banks		(6,069	)		(6,628	)

Cash and cash equivalents
Beginning of period		74,132			70,137
End of period	$	68,063		$	63,509

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

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, 2019, 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, and neighboring communities. The Bank was incorporated in September 1977, and opened for business in January 1978 as a one-branch bank with $1.5 million in capital. Our growth in the ensuing years has largely been organic in nature, but includes four whole-bank acquisitions: Sierra National Bank in 2000, Santa Clara Valley Bank in 2014, Coast National Bank in 2016, and Ojai Community Bank in October 2017. We also acquired a branch located in Lompoc, California from Community Bank of Santa Maria in May 2018, and we opened a new branch on Palm Avenue in Fresno in September 2018. As of the filing date of this report the Bank operates 40 full service branches and an online branch, and maintains ATMs at all but one of our branch locations as well as seven non-branch locations. Moreover, the Bank has specialized lending units which focus on agricultural borrowers, SBA loans, and mortgage warehouse lending. The Company had total assets of $2.5 billion at March 31, 2019, and for a number of years we have claimed the distinction of being the largest bank headquartered in the South San Joaquin Valley. The Bank’s deposit accounts, which totaled $2.2 billion at March 31, 2019, are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to maximum insurable amounts.

The accompanying unaudited consolidated financial statements have been prepared in a condensed format, and therefore do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. 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 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 2018 have been reclassified to be consistent with the reporting for 2019. 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, 2018, as filed with the Securities and Exchange Commission (the “SEC”).

In February 2016 the FASB issued ASU 2016-02, Leases (Topic 842). The intention of this standard is to increase the transparency and comparability around lease obligations. Previously unrecorded off-balance sheet obligations will now be brought more prominently to light by presenting lease liabilities on the face of the balance sheet, accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements. ASU 2016-02 is generally effective for public business entities in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company has leases on 21 branch locations, an administrative office building, and three offsite ATM locations which are considered operating leases and are not currently reflected in our financial statements. Pursuant to ASU 2016-02, on January 1, 2019 these lease agreements were recognized on our consolidated statement of condition as right-of-use assets totaling approximately $10 million, and corresponding lease liabilities. Please see Note 13 to the consolidated financial statements for more detailed disclosure information.

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 a current estimate of all expected credit losses over the contractual term for financial assets carried at amortized cost. This is commonly referred to as the current expected credit losses (“CECL”) methodology. Expected credit losses for financial assets held at the reporting date will be measured based on historical experience, current conditions, and reasonable and supportable forecasts. Another change from existing U.S. GAAP involves the treatment of purchased credit deteriorated assets, which are more broadly defined than purchased credit impaired assets in current accounting standards. When such assets are purchased, institutions will estimate and record an allowance for credit losses that is added to the purchase price rather than being reported as a credit loss expense. Furthermore, ASU 2016-13 updates the measurement of credit losses on available-for-sale debt securities, by mandating that institutions record credit losses on available-for-sale debt securities through an allowance for credit losses rather than the current practice of writing down securities for other-than-temporary impairment. ASU 2016-13 will also require the enhancement of financial statement disclosures regarding estimates used in calculating credit losses. ASU 2016-13 does not change the existing write-off principle in U.S. GAAP or current nonaccrual practices, nor does it change accounting requirements for loans held for sale or certain other financial assets which are measured at the lower of amortized cost or fair value. As a public business entity that is an SEC filer, ASU 2016-13 becomes effective for the Company on January 1, 2020, although early application is permitted for 2019. On the effective date, institutions will apply the new accounting standard as follows: for financial assets carried at amortized cost, a cumulative-effect adjustment will be recognized on the balance sheet for any change in the related allowance for loan and lease losses generated by the adoption of the new standard; financial assets classified as purchased credit impaired assets prior to the effective date will be reclassified as purchased credit deteriorated assets as of the effective date, and will be grossed up for the related allowance for expected credit losses created as of the effective date; and, debt securities on which other-than-temporary impairment had been recognized prior to the effective date will transition to the new guidance prospectively with no change in their amortized cost basis. The Company is well under way with transition efforts. We have established an implementation team which is chaired by our Chief Credit Officer and includes the Company’s other executive officers, along with certain members of our credit administration and finance departments. Furthermore, after extensive discussion and due diligence, we engaged a third-party vendor and purchased a specialized application to assist in our calculation of potential required reserves utilizing the CECL methodology and to help validate our current reserving methodology. A preliminary evaluation indicates that the provisions of ASU 2016-13 will likely have a material impact on our consolidated financial statements, particularly the level of our allowance for credit losses and shareholders’ equity. While the potential extent of that impact has not yet been definitively determined, initial estimates indicate that our allowance for loan and lease losses could increase by 100% or more relative to current levels if we utilize the discounted cash flow methodology with forecasting.

In January 2017 the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. Currently, Topic 805 specifies three elements of a business – inputs, processes, and outputs. While an integrated set of assets and activities (collectively referred to as a “set”) that is a business usually has outputs, outputs are not required. In addition, all the inputs and processes that a seller uses in operating a set are not required if market participants can acquire the set and continue to produce outputs, for example, by integrating the acquired set with their own inputs and processes. This led many transactions to be accounted for as business combinations rather than asset purchases under legacy GAAP. The primary goal of ASU 2017-01 is to narrow the definition of a business, and the guidance in this update provides a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This reduces the number of transactions that need to be further evaluated. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and we implemented ASU 2017-01 on a prospective basis effective January 1, 2018. This update affected the accounting treatment used for our branch deposit purchase in the second quarter of 2018, and we expect that it will also impact the way we account for certain branch acquisitions in future periods, if the opportunity for such arises.

In January 2017 the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. This guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation, and goodwill impairment will simply be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. Entities will be required to disclose the amount of goodwill at reporting units with zero or negative carrying amounts. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2019. We have not been required to record any goodwill impairment to date, and after a preliminary review do not expect that this guidance would require us to do so given current circumstances. Nevertheless, we will continue to evaluate ASU 2017-04 to more definitely determine its potential impact on the Company’s consolidated financial position, results of operations and cash flows.

In March 2017 the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in this update will shorten the amortization period for certain callable debt securities held at a premium, by requiring the premium to be amortized to the earliest call date. Under current guidance, the premium on a callable debt security is generally amortized as an adjustment to yield over the contractual life of the instrument, and any unamortized premium is recorded as a loss in earnings upon the debtor’s exercise of a call provision. Under ASU 2017-08, because the premium will be amortized to the earliest call date, entities will no longer recognize a loss in earnings if a debt security is called prior to the contractual maturity date. The amendments do not require an accounting change for securities held at a discount; discounts will continue to be amortized as an adjustment to yield over the contractual life of the debt instrument. ASU 2017-08 is effective for public business entities, including the Company, for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. If an entity early adopts in an interim period, any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. To apply ASU 2017-08, entities must use a modified retrospective approach, with the cumulative-effect adjustment recognized to retained earnings at the beginning of the period of adoption. Entities are also required to provide disclosures about a change in accounting principle in the period of adoption. The Company adopted ASU 2017-08 effective January 1, 2019 with no material impact on our financial statements or operations.

In August 2018 the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, as part of its disclosure framework project. Pursuant to this guidance, disclosures that will no longer be required include the following: transfers between Level 1 and Level 2 of the fair value hierarchy; transfers in and out of Level 3 for nonpublic entities, as well as purchases and issuances and the Level 3 roll forward; a company’s policy for determining when transfers between any of the three levels have occurred; the valuation processes used for Level 3 measurements; and, the changes in unrealized gains or losses presented in earnings for Level 3 instruments held at the balance sheet date for nonpublic entities. The following are additional disclosure requirements: for public entities, the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 instruments held at the balance sheet date; for public entities, the range and weighted average of significant unobservable inputs used for Level 3 measurements, although for certain unobservable inputs the entity will be allowed to disclose other quantitative information in place of the weighted average to the extent that it would be a more reasonable and rational method to reflect the distribution of unobservable inputs; for nonpublic entities, some form of quantitative information about significant unobservable inputs used in Level 3 fair value measurements; and, for certain investments in entities that calculate the net asset value, disclosures will be required about the timing of liquidation and redemption restrictions lapsing if the latter has been communicated to the reporting entity. The guidance also clarifies that the Level 3 measurement uncertainty disclosure should communicate information about the uncertainty at the balance sheet date. ASU 2018-13 is effective for all entities in fiscal years beginning after December 15, 2019, including interim periods. Early adoption is permitted. In addition, an entity may early adopt any of the removed or modified disclosures immediately and delay adoption of the new disclosures until the effective date.

During the three months ended March 31, 2019 and 2018, cash paid for interest due on interest-bearing liabilities was $3.409 million and $1.874 million, respectively. There was no cash paid for income taxes during the three months ended March 31, 2019 or March 31, 2018. There were assets totaling $26,000 that were acquired in settlement of loans for the three months ended March 31, 2019, but none during the three months ended March 31, 2018. Non-cash items which arose from the recording of an operating right-of-use asset and lease liability, pursuant to the adoption of ASU 2016-02, were $9.7 million and $10.3 million respectively during the first quarter of 2019.

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 341,450 shares that were granted under the 2007 Plan were still outstanding as of March 31, 2019 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, although no restricted stock awards have ever been issued by the Company. 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 850,000 shares, and the number remaining available for grant as of March 31, 2019 was 690,800. The potential dilutive impact of unexercised stock options is discussed below in Note 6, Earnings per Share.

Pursuant to FASB’s standards on stock compensation, the value of each stock option 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. The Company utilizes a Black-Scholes model to determine grant date fair values. A pre-tax charge of $151,000 was reflected in the Company’s income statement during the first quarter of 2019 and $76,000 was charged during the first quarter of 2018, as expense related to stock options.

The computation of earnings per share, as presented in the Consolidated Statements of Income, is based on the weighted average number of shares outstanding during each period. There were 15,311,154 weighted average shares outstanding during the first quarter of 2019, and 15,232,696 during the first quarter of 2018.

Diluted earnings per share calculations include the effect of the potential issuance of common shares, which for the Company is limited to shares that would be issued on the exercise of “in-the-money” stock options. For the first quarter of 2019, calculations under the treasury stock method resulted in the equivalent of 136,593 shares being added to basic weighted average shares outstanding for purposes of determining diluted earnings per share, while a weighted average of 199,120 stock options were excluded from the calculation because they were underwater and thus anti-dilutive. For the first quarter of 2018 the equivalent of 179,472 shares were added in calculating diluted earnings per share, while 169,000 anti-dilutive stock options were not factored into the computation.

As presented in the Consolidated Statements of Comprehensive Income, comprehensive income includes net income and other comprehensive income. The Company’s only source of other comprehensive income is unrealized gains and losses on available-for-sale investment securities. Investment gains or losses that were realized and reflected in net income of the current period, which had previously been included in other comprehensive income as unrealized holding gains or losses in the period in which they arose, are considered to be reclassification adjustments that are excluded from other comprehensive income in the current period.

The Company is a party to financial instruments with off‑balance‑sheet risk in the normal course of business. Those financial instruments currently consist of unused commitments to extend credit and standby letters of credit. They involve, to varying degrees, elements of risk in excess of the amount recognized in the balance sheet. The Company’s exposure to credit loss in the event of nonperformance by counterparties for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and issuing letters of credit as it does for originating loans included on the balance sheet. The following financial instruments represent off‑balance‑sheet credit risk (dollars in thousands):

Commitments to extend credit consist primarily of the unused or unfunded portions of the following: home equity lines of credit; commercial real estate construction loans, where disbursements are made over the course of construction; commercial revolving lines of credit; mortgage warehouse lines of credit; unsecured personal lines of credit; and formalized (disclosed) deposit account overdraft lines. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many commitments are expected to expire without being drawn upon, the unused portions of committed amounts do not necessarily represent future cash requirements. Standby letters of credit are issued by the Company to guarantee the performance of a customer to a third party, and the credit risk involved in issuing letters of credit is essentially the same as the risk involved in extending loans to customers.

At March 31, 2019, the Company was also utilizing a letter of credit in the amount of $95 million issued by the Federal Home Loan Bank on the Company’s behalf as security for certain deposits and to facilitate certain credit arrangements with the Company’s customers. That letter of credit is backed by loans which are pledged to the FHLB by the Company.

Note 9 – Fair Value Disclosures and Reporting, the Fair Value Option and Fair Value Measurements

FASB’s standards on financial instruments, and on fair value measurements and disclosures, require public business entities to disclose in their financial statement footnotes the estimated fair values of financial instruments. In addition to disclosure requirements, FASB’s standard on investments requires that our debt securities that are classified as available for sale and any equity securities which have readily determinable fair values be measured and reported at fair value in our statement of financial position. Certain impaired loans are also reported at fair value, as explained in greater detail below, and foreclosed assets are carried at the lower of cost or fair value. FASB’s standard on financial instruments permits companies to report certain other financial assets and liabilities at fair value, but we have not elected the fair value option for any of those financial instruments.

Fair value measurement and disclosure standards also establish a framework for measuring fair values. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an 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. Further, the standards establish a fair value hierarchy that encourages an entity to maximize the use of observable inputs and limit the use of unobservable inputs when measuring fair values. The standards describe three levels of inputs that may be used to measure fair values:

Fair value estimates are made at a specific point in time based on relevant market data and information about the financial instruments. Fair value disclosures for deposits include demand deposits, which are by definition equal to the amount payable on demand at the reporting date. Fair value calculations for loans and leases reflect exit pricing, and incorporate our assumptions with regard to the impact of prepayments on future cash flows and credit quality adjustments based on risk characteristics of various financial instruments, among other things. Since the estimates are subjective and involve uncertainties and matters of significant judgment they cannot be determined with precision, and changes in assumptions could significantly alter the fair values presented.

Estimated fair values for the Company’s financial instruments are as follows, as of the dates noted:

Fair Value of Financial Instruments
(dollars in thousands, unaudited)
	March 31, 2019
			Fair Value Measurements
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Financial assets:
Cash and cash equivalents	$	68,063	$	68,063	$	—	$	—	$	68,063
Investment securities available for sale		563,628		—		563,628		—		563,628
Loans and leases, net held for investment		1,744,299		—		1,730,151		—		1,730,151
Collateral dependent impaired loans		39		—		39		—		39

Financial liabilities:
Deposits		2,160,748		658,524		1,501,824		—		2,160,348
Repurchase agreements		19,360		19,360		—		—		19,360
Short term borrowings		—		—		—		—		—
Subordinated debentures		34,811		—		30,355		—		30,355

	December 31, 2018
			Fair Value Measurements
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Financial assets:
Cash and cash equivalents	$	74,132	$	74,132	$	—	$	—	$	74,132
Investment securities available for sale		560,479		—		560,479		—		560,479
Loans and leases, net held for investment		1,724,575		—		1,707,463		—		1,707,463
Collateral dependent impaired loans		205		—		205		—		205

Financial liabilities:
Deposits		2,116,340		662,527		1,453,048		—		2,115,575
Repurchase agreements		16,359		16,359		—		—		16,359
Short term borrowings		56,100		—		56,100		—		56,100
Subordinated debentures		34,767		—		30,311		—		30,311

For financial asset categories that were carried on our balance sheet at fair value as of March 31, 2019 and December 31, 2018, the Company used the following methods and significant assumptions:


California	33-0937517
(State of Incorporation)	(IRS Employer Identification No)

					Page
Part I - Financial Information					1
	Item 1. Financial Statements (Unaudited)				1
		Consolidated Balance Sheets			1
		Consolidated Statements of Income			2
		Consolidated Statements of Comprehensive Income			3
		Consolidated Statements of Changes In Stockholder’s Equity			4
		Consolidated Statements of Cash Flows			5
		Notes to Consolidated Financial Statements (Unaudited)			6

	Item 2. Management’s Discussion & Analysis of Financial Condition & Results of Operations				30
		Forward-Looking Statements			30
		Critical Accounting Policies			30
		Overview of the Results of Operations and Financial Condition			31
		Earnings Performance			32
			Net Interest Income and Net Interest Margin		32
			Provision for Loan and Lease Losses		35
			Non-Interest Income and Non-Interest Expense		36
			Provision for Income Taxes		38
		Balance Sheet Analysis			38
			Earning Assets		38
				Investments	38
				Loan and Lease Portfolio	40
				Nonperforming Assets	41
				Allowance for Loan and Lease Losses	42
				Off-Balance Sheet Arrangements	44
			Other Assets		44
			Deposits and Interest-Bearing Liabilities		45
				Deposits	45
				Other Interest-Bearing Liabilities	46
			Non-Interest Bearing Liabilities		46
		Liquidity and Market Risk Management			46
		Capital Resources			48

	Item 3. Qualitative & Quantitative Disclosures about Market Risk				50

	Item 4. Controls and Procedures				50

Part II - Other Information					51
	Item 1. - Legal Proceedings				51
	Item 1A. - Risk Factors				51
	Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds				51
	Item 3. - Defaults upon Senior Securities				51
	Item 4. - Mine Safety Disclosures				51
	Item 5. - Other Information				51
	Item 6. - Exhibits				52

Signatures					53

	2019			2018
Net income	$	8,895		$	6,710
Other comprehensive income, before tax:
Unrealized gains (losses) on securities:
Unrealized holding gain (loss) arising during period		6,167			(7,592	)
Less: reclassification adjustment for gains included in net income ⁽¹⁾		(6	)		—
Other comprehensive income (loss), before tax		6,161			(7,592	)
Income tax expense related to items of other comprehensive income (loss), net of tax		(1,821	)		2,245
Other comprehensive income (loss)		4,340			(5,347	)

Comprehensive income	$	13,235		$	1,363

Large Accelerated Filer	☐	Accelerated Filer:	☒
Non‑accelerated Filer:	☐	Smaller Reporting Company:	☐
Emerging Growth Company:	☐

	March 31, 2019		December 31, 2018
Commitments to extend credit	$	715,163	$	781,987
Standby letters of credit	$	9,580	$	8,966