Some matters discussed in this Quarterly Report on Form 10-Q may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and therefore may involve risks, uncertainties and other factors which may cause the Company's actual results to be materially different from the results expressed or implied by the Company's forward-looking statements. These statements generally appear with words such as "anticipate," "believe," "estimate," "may," "intend," and "expect." Although management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ from results discussed in forward-looking statements include, but are not limited to: the credit exposure of certain loan products and other components of our business that could be impacted by the COVID-19 pandemic, changes in monetary, fiscal or tax policy to address the continuing impact of COVID-19, any of which could cause us to incur additional loan losses and adversely affect our results of operations in the future, economic conditions (both generally and in the markets where the Company operates); the continuing impact of the COVID-19 pandemic on our employees and customers; the success of our efforts to mitigate the impact of the COVID-19 pandemic; competition from other providers of financial services offered by the Company; changes in government regulation and legislation; changes in interest rates; material unforeseen changes in the financial stability and liquidity of the Company's credit customers; risks associated with concentrations in real estate related loans; changes in accounting standards and interpretations; and other risks as may be detailed from time to time in the Company's filings with the
Securities and Exchange Commission, all of which are difficult to predict and which may be beyond the control of the Company. Many of the foregoing risks and uncertainties are, and will be, exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result. The Company undertakes no obligation to revise forward-looking statements to reflect events or changes after the date of this discussion or to reflect the occurrence of unanticipated events.
Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which the forward-looking statements are made, whether as a result of new information, future developments or otherwise, except as required by law.
The following discussion explains the significant factors affecting the Company's operations and financial position for the periods presented. The discussion should be read in conjunction with the Company's financial statements and the notes related thereto which appear or that are referenced to elsewhere in this report, and with the audited consolidated financial statements and accompanying notes included in the Company's 2021 Annual Report on Form 10-K. Average balances, including balances used in calculating certain financial ratios, are generally comprised of average daily balances. The discussion and analysis of the Company's financial condition and results of operations is based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in
the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the Company's financial statements. Actual results may differ from these estimates under different assumptions or conditions. This discussion and analysis includes management's insight of the Company's financial condition and results of operations of Oak Valley Bancorpand its subsidiary. Unless otherwise stated, the "Company" refers to the consolidated entity, Oak Valley Bancorp, while the "Bank" refers to Oak Valley Community Bank. Introduction Oak Valley Bancorpoperates Oak Valley Community Bankas a community bank in the general commercial banking business, with our primary market encompassing the California Central Valleyaround Oakdaleand Modesto, and the Eastern Sierras. As such, unless otherwise noted, all references are about Oak Valley Bancorp. Oak Valley Community Bank("the Bank") is an insured bank under the Federal Deposit Insurance Act and is a member of the Federal Reserve. Since its formation, the Bank has provided basic banking services to individuals and business enterprises in Oakdale, Californiaand the surrounding areas. The focus of the Bank is to offer a range of commercial banking services designed for both individuals and small to medium-sized businesses in the Central Valleyand the Eastern Sierras. The Bank offers a complement of business checking and savings accounts for its business customers. The Bank also offers commercial and real estate loans, as well as lines of credit. Real estate loans are generally of a short-term nature for both residential and commercial purposes. Longer-term real estate loans are generally made with adjustable interest rates and contain normal provisions for acceleration. In addition, the Bank offers traditional residential mortgages through a third party. The Bank also offers other services for both individuals and businesses including online banking, remote deposit capture, merchant services, night depository, extended hours, traveler's checks, wire transfer of funds, note collection, and automated teller machines in a national network. The Bank does not currently offer international banking or trust services although the Bank may make such services available to the Bank's customers through financial institutions with which the Bank has correspondent banking relationships. The Bank does not offer stock transfer services, nor does it directly issue credit cards. 23
Table of Contents COVID-19 Impact and Outlook The most significant impact to date of the coronavirus ("COVID-19") pandemic on the Company's business has been to the quality of the loan portfolio and to net interest income as short-term interest rates have sharply declined. In 2020, the Company increased the qualitative factors used in the determination of the adequacy of the allowance for loan and lease loss in anticipation of the impact that COVID-19 will have on clients and their ability to fulfill their obligations. In 2021, the financial stress subsided to some degree and credit quality improved allowing the Company to reverse
$635,000in loan loss provisions. The allowance for loan losses decreased to $10,762,000and $10,738,000as of March 31, 2022and December 31, 2021, respectively, as compared with $11,297,000as of December 31, 2020. The allowance for loan losses as a percentage of total loans increased from 1.12% as of December 31, 2020to 1.25% as of December 31, 2021and March 22, 2022, as loan loss reserves relative to gross loans remain at acceptable levels and credit quality remains stable. The increase compared to 1.12% as of December 31, 2020was due to the decrease in outstanding PPP loans that do not require a loan loss reserve as they are guaranteed by the federal government through the SBA program. There is no certainty that the allowance for loan losses as of March 31, 2022will be sufficient to absorb the losses that stem from the impact of COVID-19 on the Company's clients. As the longer-term effects on clients from the COVID-19 pandemic become more apparent, it may be necessary to charge-off some or all of the balance on certain loans and make further provisions to increase the allowance for loan and lease losses. These potential additional provisions for loan and lease losses will have a direct impact upon capital, including the potential need to reevaluate a valuation allowance on our deferred tax asset. At this time, the Company does not expect that there would be any material impairment to the valuation of other long-lived assets, right of use assets, or our investment securities. Net interest income has already been impacted by the COVID-19 since early 2020 and certain risks still exist. Interest and fees on PPP loans are only temporary and given that $327 millionof the $345 millionin funded PPP loans have been forgiven as of March 31, 2022, we have seen a decrease in PPP related net interest income, compared to the prior year, which will continue to decrease as loans are forgiven and paid down. There is potential for additional negative effects to net interest income related to the pandemic. First, interest rates declined sharply at the end of the first quarter of 2020, causing a reduction in the yield on our earning assets which will continue as assets mature and reprice. Second, if the economy worsens to the point of another economic recession, it could reduce the demand for loans and cause credit quality deterioration leading to more non-accrual loans, for which interest income is not recognized. Third, an increase in demand for liquidity by our clients could result in a decrease in deposits and force us to rely on our lines of credit, which could potentially increase our cost of funds. Notwithstanding the foregoing, in May 2022, the Federal Open Market Committee("FOMC") announced an increase in the federal funds rate target range by 0.50%, resulting in a range of 0.75% to 1.00%, and while uncertain, it is expected that the Federal Reservewill continue to increase interest rates in 2022 to slow the effects of economic inflation tied to the COVID-19 pandemic. The Federal Reserve'sdecision-making policies for short-term interest rates will continue to impact the amount of net interest income we earn in the future. Further, as of March 31, 2022, the Company and the Bank's on-balance sheet liquidity was strong and combined with contingent liquidity resources, management believes that the Bank has sufficient resources to meet the liquidity needs of its clients. In response to COVID-19, the Federal Reservehas made other provisions that could assist the Bank in satisfying its liquidity needs, such as reducing the reserve requirement to zero, expanding access to the discount window through collateral pledging and extension of term borrowings. The extent to which the COVID-19 pandemic affects the Company's future financial results and operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the duration and broad impacts of the pandemic, and current or future actions in response thereto. See "Management's Discussion and Analysis of Financial Position and Results of Operations" and Part II, Item 1A, Risk Factors, for an additional discussion of risks related to COVID-19.
Critical accounting estimates
Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation and uncertainty and have had or are reasonably likely to have a material impact on our financial condition and results of operations. We consider accounting estimates to be critical to our financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain, (ii) management could have applied different assumptions during the reported period, and (iii) changes in the accounting estimate are reasonably likely to occur in the future and could have a material impact on our financial statements. Management has determined the following accounting estimates and related policies to be critical: 24
Table of Contents Goodwill Impairment The Company applies a qualitative analysis of conditions in order to determine if it is more likely than not that the carrying value is impaired. In the event that the qualitative analysis suggests that the carrying value of goodwill may be impaired, the Company uses several quantitative valuation methodologies in evaluating goodwill for impairment that includes assumptions and estimates made concerning the future earnings potential of the organization, and a market-based approach that looks at values for organizations of comparable size, structure and business model. Estimates of fair value are based on a complex model using, among other things, estimated cash flows and industry pricing multiples. The Company tests its goodwill for impairment annually as of
December 31(the Measurement Date), and quarterly if a triggering event causes concern of a possible goodwill impairment charge. At each Measurement Date, the Company, in accordance with ASC 350-20-35-3, evaluates, based on the weight of evidence, the significance of all qualitative factors to determine whether it is more likely than not that the fair value of each of the reporting units is less than its carrying amount.
The assessment of qualitative factors at the most recent measurement date (
Allowance for Loan Losses Credit risk is inherent in the business of lending and making commercial loans. Accounting for our allowance for loan losses involves significant judgment and assumptions by management and is based on historical data and management's view of the current economic environment. At least on a quarterly basis, our management reviews the methodology and adequacy of allowance for loan losses and reports its assessment to the Board of Directors for its review and approval. The allowance for loan losses is an estimate of probable incurred losses with regard to our loans. Our loan loss provision for each period is dependent upon many factors, including loan growth, net charge-offs, changes in the composition of the loans, delinquencies, management's assessment of the quality of the loans, the valuation of problem loans and the general economic conditions in our market area. We base our allowance for loan losses on an estimation of probable losses inherent in our loan portfolio. Our methodology for assessing loan loss allowances are intended to reduce the differences between estimated and actual losses and involves a detailed analysis of our loan portfolio, in three phases:
? the specific review of individual loans,
? segmentation and review of pools of loans with similar characteristics, and
? our discretionary estimate based on various subjective factors:
The first phase of our methodology involves the specific review of individual loans to identify and measure impairment. We evaluate each loan by use of a risk rating system, except for homogeneous loans, such as automobile loans and home mortgages. Specific risk rated loans are deemed impaired if all amounts, including principal and interest, will likely not be collected in accordance with the contractual terms of the related loan agreement. Impairment for commercial and real estate loans is measured either based on the present value of the loan's expected future cash flows or, if collection on the loan is collateral dependent, the estimated fair value of the collateral, less selling and holding costs. The second phase involves the segmenting of the remainder of the risk rated loan portfolio into groups or pools of loans, together with loans with similar characteristics, for evaluation. We determine the calculated loss ratio to each loan pool based on its historical net losses and benchmark it against the levels of other peer banks. In the third phase, we consider relevant internal and external factors that may affect the collectability of loan portfolio and each group of loan pool. The factors considered are, but are not limited to: ? concentration of credits,
? the nature and volume of the loan portfolio,
? delinquency trends, ? non-accrual loan trends, ? problem loan trends, ? loss and recovery trends, ? quality of loan review,
? credit and management staff,
? lending policies and procedures,
? economic and commercial conditions, and
? other external factors. Management estimates the probable effect of such conditions based on our judgment, experience and known or anticipated trends. Such estimation may be reflected as an additional allowance to each group of loans, if necessary. Management reviews these conditions with our senior credit officers. To the extent that any of these conditions is evidenced by a specifically identifiable problem credit or portfolio segment as of the month-end evaluation date, management's estimate of the effect of such condition may be reflected as a specific allowance applicable to such credit or portfolio segment. Central to our credit risk management and our assessment of appropriate loss allowance is our loan risk rating system. Under this system, the originating credit officer assigns borrowers an initial risk rating based on a thorough analysis of each borrower's financial capacity in conjunction with industry and economic trends. Approvals are made based upon the amount of inherent credit risk specific to the transaction and are reviewed for appropriateness by senior line and credit administration personnel. Credits are monitored by line and credit administration personnel for deterioration in a borrower's financial condition which may impact the ability of the borrower to perform under the contract. Although management has allocated a portion of the allowance to specific loans, specific loan pools, and off-balance sheet credit exposures (which are reported separately as part of other liabilities), the adequacy of the allowance is considered in its entirety. It is the policy of management to maintain the allowance for loan losses at a level adequate for risks inherent in the overall loan portfolio, however, the loan portfolio can be adversely affected if the state of
California'seconomic conditions and its real estate market in our general market area were to further deteriorate or weaken. Additionally, further weakness of a prolonged nature in the agricultural and general economy would have a negative impact on the local market. The effect of such economic events, although uncertain and unpredictable at this time, could result in an increase in the levels of nonperforming loans and additional loan losses, which could adversely affect our future growth and profitability. No assurance of the level of predicted credit losses can be given with any certainty. Income Taxes Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled using the liability method. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. We file income tax returns in the U.S.federal jurisdiction, and the state of California. With few exceptions, we are no longer subject to U.S.federal or state/local income tax examinations by tax authorities for years before 2017. Fair Value Measurements We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. We base our fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Securities available for sale, derivatives, and loans held for sale, if any, are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record certain assets at fair value on a non-recurring basis, such as certain impaired loans held for investment and securities held to maturity that are other-than-temporarily impaired. These non-recurring fair value adjustments typically involve write-downs of individual assets due to application of lower-of-cost or market accounting. We have established and documented a process for determining fair value. We maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements. Whenever there is no readily available market data, management uses its best estimate and assumptions in determining fair value, but these estimates involve inherent uncertainties and the application of management's judgment. As a result, if other assumptions had been used, our recorded earnings or disclosures could have been materially different from those reflected in these financial statements. For detailed information on our use of fair value measurements and our related valuation methodologies, see Note 5 to the Consolidated Financial Statements Item 1 of this report.
Overview of operating results and financial position
The purpose of this summary is to provide an overview of the items that management focuses on when evaluating the condition of the Company and its success in implementing its business and shareholder value strategies. The Company's business strategy is to operate the Bank as a well-capitalized, profitable and independent community-oriented bank. The Company's shareholder value strategy has three major objectives: (1) enhancing shareholder value; (2) making its retail banking franchise more valuable; and (3) efficiently utilizing its capital. 26
Management believes that the following were significant factors in the Company’s performance during the three-month period ended
• The Company recognized a net profit of
The decline in first quarter net income was mainly due to a decrease in loans
interest and fees recognized on PPP loans.
• The Company has not recorded any provision for loan losses during the three-month periods
three months of 2022, as our loan loss provision model determined that
reserves were adequate throughout the quarter.
• Net interest income decreased
interest and fees recognized on PPP loans, which amount to
the three months have ended
the same period of 2021, which was partially offset by earnings growth
• Non-interest revenue decreased by
primarily due to fair value changes in one equity security.
• Non-interest expense increased by
the increase is mainly attributable to the increase in staff and general operating expenses
related to the management of growing loan and deposit portfolios, and a reduction
deferred fees associated with funded PPP loans recognized as compensation for salary
• Total assets decreased
in each case of
cash equivalent balances decreased by
sheet totals include
since the start of the PPP lending program in 2020 has been
SBA. Income Summary For the three-month period ended
March 31, 2022, the Company recorded net income of $2,369,000, representing a decrease of $1,988,000, as compared to the same period in 2021. Return on average assets (annualized) was 0.50% for the three-months ended March 31, 2022, as compared to 1.12% for the same period in 2021. Annualized return on average common equity was 6.84% for the three-months ended March 31, 2022, as compared to 13.44% for the same period in 2021. Net income before provisions for income taxes decreased by $2,694,000for the three-month period ended March 31, 2022, from the comparable 2021 period. The income statement components of these variances are as follows:
Summary of the pre-tax income gap:
Effect on Pre-Tax Income (In thousands) Increase (Decrease) Three Months Ended March 31, 2022 Change from 2021 to 2022 in: Net interest income $ (1,284 ) Provision for loan losses 0 Non-interest income (8 ) Non-interest expense (1,402 ) Change in net income before income taxes $ (2,694 )
These discrepancies will be explained in the discussion below.
Table of Contents Net Interest Income Net interest income is the largest source of the Company's operating income. For the three-month period ended
March 31, 2022, net interest income was $10,958,000, which represented a decrease of $1,284,000or 10.5%, from the comparable period in 2021. The decrease was primarily due to a decrease in interest and fees on PPP loans from $2,590,000during the first quarter of 2021 to $487,000during the three-months ended March 31, 2022. The net interest margin (net interest income as a percentage of average interest earning assets) was 2.51% for the three-month period ended March 31, 2022, compared to 3.43% for the same period in 2021. The decrease in net interest margin is primarily due to the decrease in PPP loan interest and fees, strong deposit growth resulting in high levels of low-yielding cash equivalent balances, and the negative impact that the 2020 FOMCinterest rate cuts had on our yield on earning assets. Earning asset yield decreased by 92 basis points for the three-month period ended March 31, 2022, as compared to the same period of 2021. Lessening this downward trend, was the deployment of low yielding cash equivalent balances into the organic loan portfolio and investment security portfolio. The cost of funds on interest-bearing liabilities decreased by 3 basis points for the three-month period of 2022, respectively, as compared to the same period in 2021. The Company continues to recognize strong core deposit growth as evidenced by the increase in average non-interest-bearing demand deposit balances of $112 million, for the three-month period ended March 31, 2022, as compared to the same period of 2021. Deposit balances were bolstered by funded PPP loans during the first quarter of 2021, as the funded amounts were credited directly to the borrowers' deposit accounts. 28
The following tables show the relative impact of changes in average balances of interest earning assets and interest-bearing liabilities, and interest rates earned and paid by the Company on those assets and liabilities for the three-month periods ended
March 31, 2022and 2021: Net Interest Analysis Three months ended Three months ended March 31, 2022 March 31, 2021 Interest Avg Interest Avg Average Income / Rate/ Average Income / Rate/ (in thousands) Balance Expense Yield (5) Balance Expense Yield (5) Assets: Earning assets: Gross loans (1) (2) $ 847,994 $ 9,1434.37 % $ 1,024,144 $ 11,2054.44 % Investment securities (2) 306,690 2,110 2.79 % 208,159 1,457 2.84 % Federal funds sold 24,174 10 0.17 % 30,732 6 0.08 % Interest-earning deposits 642,101 256 0.16 % 212,733 49 0.09 % Total interest-earning assets 1,820,959 11,519 2.57 % 1,475,768 12,717 3.49 % Total noninterest earning assets 112,833 103,006 Total assets 1,933,792 1,578,774 Liabilities and Shareholders' Equity: Interest-bearing liabilities: Interest-earning DDA 446,906 94 0.09 % 339,519 102 0.12 % Money market deposits 411,677 104 0.10 % 322,331 89 0.11 % Savings deposits 160,930 21 0.05 % 126,419 16 0.05 % Time deposits $250,000and under 2,185 14 0.26 % 21,818 15 0.28 % Time deposits over $250,00018,427 11 0.24 % 16,354 14 0.35 % Total interest-bearing liabilities 1,060,125 244 0.09 % 826,441 236 0.12 % Noninterest-bearing liabilities: Noninterest-bearing deposits 718,256 605,790 Other liabilities 15,031 15,118 Total noninterest-bearing liabilities 733,287 620,908 Shareholders' equity 140,380 131,425 Total liabilities and shareholders' equity $ 1,933,792 $ 1,578,774Net interest income $ 11,275 $ 12,481Net interest spread (3) 2.47 % 3.38 % Net interest margin (4) 2.51 % 3.43 %
(1) Loan fees have been included in the calculation of interest income.
(2) Yields and interest income on municipal securities and loans have been adjusted to their fully taxable equivalents, based on a federal marginal tax rate of 21.0%.
(3) Represents the average rate earned on interest-bearing assets less the average rate paid on interest-bearing liabilities.
(4) Represents net interest income as a percentage of average interest-earning assets.
(5) Annual interest rates are calculated by dividing the interest income/expense by the number of days in the period multiplied by 365.
Table of Contents Shown in the following tables are the relative impacts on net interest income of changes in the average outstanding balances (volume) of earning assets and interest-bearing liabilities and the rates earned and paid by the Company on those assets and liabilities for the three-month periods ended
March 31, 2022and 2021. Changes in interest income and expense that are not attributable specifically to either rate or volume are allocated to the rate column below.
Analysis of flow/volume deviations
(In thousands) For the Three Months Ended March 31, 2022 vs 2021 Increase (Decrease) in interest income and expense (in thousands) due to changes in: Volume Rate Total Interest income: Gross loans (1) (2)
$ (1,927 ) $ (135 ) $ (2,062 )Investment securities (2) 690 (37 ) 653 Federal funds sold (1 ) 5 4 Interest-earning deposits 100 107 207 Total interest income $ (1,138 ) $ (60 ) $ (1,198 )Interest expense: Interest-earning DDA $ 32 $ (40 ) $ (8 )Money market deposits 25 (10 ) 15 Savings deposits 4 1 5 Time deposits $250,000and under 0 (1 ) (1 ) Time deposits over $250,0002 (5 ) (3 ) Total interest expense $ 63 $ (55 ) $ 8Change in net interest income $ (1,201 ) $ (5 ) $ (1,206 )
(1) Loan fees have been included in the calculation of interest income.
(2) Interest income on securities and municipal loans have been adjusted to their fully taxable equivalents, based on a federal marginal tax rate of 21.0%.
The table above reflects a decrease of
$1,201,000in net interest income due to changes in volume combined with the overall change in mix of balances during the first quarter of 2022 as compared to the same period of 2021. This reduction was mainly due to a decrease in PPP loan balances in the first quarter of 2022 compared to the same period of 2021. Changes in earning asset yields and rates on interest-bearing liabilities resulted in a decrease of $5,000to net interest income, over the same period. This decrease was mainly due to a decline in PPP loan fees as described above, which was partially offset by the increase in gross loan yield due to the reduction of PPP loan balances that yielded just 1%. 30
Table of Contents Provision for Loan Losses The Company makes provisions for loan losses when required to bring the total allowance for loan and lease losses to a level deemed appropriate for the level of risk in the loan portfolio. At least quarterly, management conducts an assessment of the overall quality of the loan portfolio and general economic trends in the local market. The determination of the appropriate level for the allowance is based on that review, considering such factors as historical experience, the volume and type of lending conducted, the amount of and identified potential loss associated with specific non-performing loans, regulatory policies, general economic conditions, and other factors related to the collectability of loans in the portfolio. The Company recorded no loan loss provisions during the three-months ended
March 31, 2022and no provisions during the same period of 2021. No loan loss provisions were warranted during the first three months of 2022 because credit quality remained strong as evidenced by non-accrual loans remaining at a zero balance and the allowance for loan loss model determined that reserves were adequate throughout the quarter. The gross loan decrease during the quarter was mainly related to PPP loans, which do not require a reserve because they are guaranteed by the federal government through the SBA program. Qualitative risk factor adjustments of approximately $1.6 millionwere made to the allowance for loan loss reserve during 2020 related to the impact of the COVID-19 pandemic. Management reviewed the qualitative factors within the allowance for loan loss calculation and determined that a macro-economic adjustment was necessary to account for the potential negative impact of the financial strain that is being experienced by certain borrowers. Management will continue to closely monitor the economic impacts to our loan portfolio and may need to make further qualitative adjustments depending on the severity and longevity of the COVID-19 pandemic. Non-Interest Income Non-interest income represents service charges on deposit accounts and other non-interest related charges and fees, including fees from mortgage commissions and investment service fee income. For the three-month period ended March 31, 2022, non-interest income was $1,168,000, representing a decrease of $8,000or 0.7%, compared to the same period in 2021.
The following tables present the main components of non-interest income:
(in thousands) For the Three Months Ended March 31, 2022 2021 $ Change % Change Service charges on deposits
$ 376 $ 295 $ 8127.5 % Debit card transaction fee income 413 381 32 8.4 % Earnings on cash surrender value of life insurance 182 164 18 11.0 % Mortgage commissions 35 31 4 12.9 % Other income 162 305 (143 ) -46.9 % Total non-interest income $ 1,168 $ 1,176 $ (8 )-0.7 % Service charges on deposits increased by $81,000for the three-months ended March 31, 2022, compared to the same period in 2021. The first quarter increase was due to higher deposit account balances corresponding to PPP loans and government stimulus payments, coupled with changes in customer spending patterns amid the COVID-19 pandemic that resulted in lower overdraft fees in 2021 compared to 2022. This trend is in addition to strong growth of our core customer base and corresponding service fee income related to servicing loan and deposit accounts. Debit card transaction fee income increased by $32,000for the three-months ended March 31, 2022, compared to the same period in 2021. The increase during 2022 is attributable to changes that begun in 2020 in business and consumer spending patterns have shifted to electronic payment methods amid the COVID-19 pandemic.
Life insurance cash value benefit increased by
Mortgage commissions increased by
$4,000for the three-months ended March 31, 2022, as compared to the same period of 2021, as the demand for home purchases and refinancing has increased from last year. Other income decreased by $143,000for the three-month period ended March 31, 2022, as compared to the same period of 2021. The first quarter decrease was mainly due to an increase in fair value changes on one equity security. 31
Table of Contents Non-Interest Expense
Non-interest expenses represent salaries and benefits, occupancy expenses, professional expenses, external services and other miscellaneous expenses necessary to conduct business.
The following tables present the main components of non-interest expenses:
(in thousands) For the Three Months Ended March 31, 2022 2021 $ Change % Change Salaries and employee benefits
$ 5,676 $ 4,742 $ 93419.7 % Occupancy expenses 1,035 966 69 7.1 % Data processing fees 559 494 65 13.2 % Regulatory assessments (FDIC & DFPI) 261 117 144 123.1 % Other operating expenses 1,591 1,401 190 13.6 % Total non-interest expense $ 9,122 $ 7,720 $ 1,40218.2 % Non-interest expenses increased by $1,402,000or 18.2% for the three-months ended March 31, 2022, as compared to the same period of 2021. Salaries and employee benefits increased $934,000for the three-months ended March 31, 2022, as compared to the same period of 2021. The increase is due to additional staffing expense required to support the continued loan and deposit growth and a decrease in deferred cost adjustments on funded PPP loans that are recorded against salary expense. Occupancy expenses increased by $69,000for the three-months ended March 31, 2022, as compared to the same period of 2021, mainly due to rent expense and general operating costs related to branch facilities. Data processing fees increased by $65,000for the three-month period ended March 31, 2022, as compared to the same period of 2021, primarily due to servicing costs on the growing number of loan and deposit accounts. FDICand California Department of Financial Protection and Innovation(DFPI) regulatory assessments increased by $144,000for the three-months ended March 31, 2022, as compared to the same period in 2021, mainly due to substantial increases in our deposit balances. The initial base assessment rate for financial institutions varies based on the overall risk profile of the institution as defined by the FDICand the Company's risk profile has remained at stable levels but there were modest increases in the assessment rate during 2021 and 2022 related to normal business cycles. The assessment rate remains at a relatively low level due to our strong credit quality, earnings and risk-based capital ratios. Management recognizes that assessments could increase further depending on deposit growth throughout the remainder of 2022, as the FDICassessment rates are applied to average quarterly total liabilities as the primary basis. Other expense increased by $190,000for the three-months ended March 31, 2022, as compared to the same period in 2021, due to increases in a variety of general operating expenses, which is not unusual given the expansion of the Company's business portfolios. Management anticipates that non-interest expense will continue to increase as the Company continues to grow. However, management remains committed to cost-control and efficiency, and expects to keep these increases to a minimum relative to growth. Income Taxes The Company reported provisions for income taxes of $635,000for the three-month period ended March 31, 2022, representing a decrease of $706,000compared to the provisions reported in the comparable period of 2021. The effective income tax rate on income from continuing operations was 21.1% for the three-months ended March 31, 2022, compared to 23.5% for the comparable period of 2021. These provisions reflect accruals for taxes at the applicable rates for federal income tax and Californiafranchise tax based upon reported pre-tax income, and adjusted for the effects of all permanent differences between income for tax and financial reporting purposes (such as earnings on qualified municipal securities, bank owned life insurance and certain tax-exempt loans). The disparity between the effective tax rates for the year-to-date period of 2022 as compared to 2021 is primarily due to tax credits from low-income housing projects as well as tax free-income on municipal securities and loans that comprised a larger proportion of pre-tax income in 2022 as compared to 2021. Asset Quality
Non-performing assets include loans in non-recognition status, including restructured loans in non-recognition status, whose repayment terms have been renegotiated resulting in a reduction or deferral of interest or principal, defaulted loans for 90 days or more and still accrued interest and OREO.
Loans are generally placed on non-accrual status when they become 90 days past due, unless management believes the loan is adequately collateralized and in the process of collection. The past due loans may or may not be adequately collateralized, but collection efforts are continuously pursued. Loans may be restructured by management when a borrower has experienced some changes in financial status, causing an inability to meet the original repayment terms, and where management believes the borrower will eventually overcome those circumstances and repay the loan in full. OREO consists of properties acquired by foreclosure or similar means and which management intends to offer for sale. Non-accrual loans totaled
$0as of March 31, 2022and December 31, 2021. As of March 31, 2022there was one consumer loan totaling $21,000classified as a troubled debt restructuring that was modified by extending the term. As of December 31, 2021, the Company did not have any loans classified as troubled debt restructurings. OREO as of March 31, 2022and December 31, 2021consisted of one property, a residential land property acquired through foreclosure that was written down to a zero balance because the public utilities have not been obtainable, therefore, rendering these land lots unmarketable at this time. There were no sales, acquisitions or fair value adjustments of OREO properties during the first three months of 2022 and 2021.
The following table presents information on the Bank’s non-performing assets, including asset quality ratios at
Non-Performing Assets (in thousands) March 31, December 31, 2022 2021 Loans in non-accrual status $ 0 $ 0 Loans past due 90 days or more and accruing 0 0 Total non-performing loans 0 0 Other real estate owned 0 0 Total non-performing assets $ 0 $ 0 Allowance for loan losses
$ 10,762 $ 10,738Asset quality ratios: Non-performing assets to total assets 0.00 % 0.00 % Non-performing loans to total loans 0.00 % 0.00 % Allowance for loan losses to total loans 1.25 % 1.25 % Allowance for loan losses to total non-performing loans NA NA
Non-performing assets remained at
Allowance for losses on loans and leases
Due to credit risk inherent in the lending business, the Company routinely sets aside allowances through charges to earnings. Such charges are not only made for the outstanding loan portfolio, but also for off-balance sheet items, such as commitments to extend credits or letters of credit. Charges for the outstanding loan portfolio have been credited to the allowance for loan losses, whereas charges for off-balance sheet items have been credited to the reserve for off-balance sheet items, which is presented as a component of other liabilities. The Company recorded no loan loss provisions during the three-months ended
March 31, 2022and 2021. Provisions of approximately $1.6 millionwere made in 2020 to adjust for the impact of the COVID-19 pandemic. Management reviewed the qualitative factors within the allowance for loan loss calculation and determined that a macro-economic adjustment was necessary to account for the potential negative impact of the financial strain that is being experienced by certain borrowers. Management will continue to closely monitor the economic impacts to our loan portfolio and may need to make further qualitative adjustments depending on the severity and longevity of the COVID-19 pandemic. The allowance for loan losses increased by $24,000to $10,762,000as of March 31, 2022, as compared to $10,738,000as of December 31, 2021, due to net loan recoveries of $24,000during the first three months of 2022. The PPP loans were paid down to $17.7 millionoutstanding as of March 31, 2022and do not require a loan loss reserve as they are guaranteed by the federal government through the SBA program. These factors combined with the decrease in the gross loan balance had no impact on the allowance for loan losses as a percentage of total loans as it remained at 1.25% as of March 31, 2022and December 31, 2021.
The Company will continue to monitor the adequacy of the loan loss provision and will make additions to the provision in accordance with the analysis mentioned above. Due to the inherent uncertainties in estimating the appropriate level of loan loss allowance, actual results may differ from management’s estimate of credit losses and the related allowance.
The Company makes provisions for loan losses when required to bring the total allowance for loan and lease losses to a level deemed appropriate for the level of risk in the loan portfolio. At least quarterly, management conducts an assessment of the overall quality of the loan portfolio and general economic trends in the local market. The determination of the appropriate level for the allowance is based on that review, considering such factors as historical experience, the volume and type of lending conducted, the amount of and identified potential loss associated with specific non-performing loans, regulatory policies, general economic conditions, and other factors related to the collectability of loans in the portfolio. Although management believes the allowance as of
March 31, 2022was adequate to absorb probable losses from any known and inherent risks in the portfolio, no assurance can be given that the adverse effect of current and future economic conditions on the Company's service areas, or other variables, will not result in increased losses in the loan portfolio in the future. Investment Activities Investments are a key source of interest income. Management of the investment portfolio is set in accordance with strategies developed and overseen by the Company's Investment Committee. Investment balances, including cash equivalents and interest-bearing deposits in other financial institutions, are subject to change over time based on the Company's asset/liability funding needs and interest rate risk management objectives. The Company's liquidity levels take into consideration anticipated future cash flows and all available sources of credits, and are maintained at levels management believes are appropriate to assure future flexibility in meeting anticipated funding needs. Cash Equivalents The Company holds federal funds sold, unpledged available-for-sale securities and salable government guaranteed loans to help meet liquidity requirements and provide temporary holdings until the funds can be otherwise deployed or invested. As of March 31, 2022, and December 31, 2021, the Company had $669,225,000and $778,267,000, respectively, in cash and cash equivalents. Investment SecuritiesManagement of the investment securities portfolio focuses on providing an adequate level of liquidity and establishing an interest rate-sensitive position, while earning an adequate level of investment income without taking undue risk. Investment securities that the Company intends to hold until maturity are classified as held-to-maturity securities, and all other investment securities are classified as available-for-sale or equity securities. Currently, all of the investment securities are classified as available-for-sale except for one mutual fund classified as an equity security with a carrying value of $3,229,000as of March 31, 2022. The carrying values of available-for-sale investment securities are adjusted for unrealized gains or losses as a valuation allowance and any gain or loss is reported on an after-tax basis as a component of other comprehensive income. The carrying values of equity securities are adjusted for unrealized gains or losses through noninterest income in the consolidated statement of income. Management has evaluated the investment securities portfolio to determine if the impairment of any security in an unrealized loss position is temporary or other than temporary. The Company conducts a periodic review and evaluation of the securities portfolio to determine if the value of any security has declined below its carrying value. If such decline is determined to be other than temporary, the Company would adjust the carrying amount of the security by writing down the security to fair value through a charge to current period income or a charge to accumulated other comprehensive income depending on the nature of the impairment and managements intent or requirement to sell the security. Management has determined that no investment security is other than temporarily impaired. The unrealized losses are due primarily to interest rate changes. Deposits Total deposits as of March 31, 2022were $1,799,305,000, a $7,661,000or 0.4% decrease from the deposit total of $1,806,966,000as of December 31, 2021. Average deposits increased by $346,150,000to $1,778,381,000for the three-month period ended March 31, 2022as compared to the same period in 2021. Management believes the Company attracted deposits due to the safety and soundness of the Bank and our focus on customer service. 34
Table of Contents Deposits Outstanding March 31, December 31, Three Month Change (in thousands) 2022 2021 $ % Demand
$ 1,171,157 $ 1,210,153 $ (38,996 )(3.2% ) MMDA 421,386 401,072 20,314 5.1 % Savings 167,007 155,231 11,776 7.6 % Time < $250K21,699 21,948 (249 ) (1.1% ) Time > $250K18,056 18,562 (506 ) (2.7% ) $ 1,799,305 $ 1,806,966 $ (7,661 )(0.4% ) Because the Company's client base is comprised primarily of commercial and industrial accounts, individual account balances are generally higher than those of consumer-oriented banks. Four clients carry deposit balances of more than 1% of total deposits, but none had a deposit balance of more than 3% of total deposits as of March 31, 2022. Management believes that the Company's funding concentration risk is not significant and is mitigated by the ample sources of funds the Bank has access to. Since the deposit growth strategy emphasizes core deposit growth, the Company has avoided relying on brokered deposits as a consistent source of funds. The Company had no brokered deposits as of March 31, 2022and December 31, 2021. Borrowings Although deposits are the primary source of funds for lending and investment activities and for general business purposes, the Company may obtain advances from the Federal Home Loan Bank("FHLB") as an alternative to retail deposit funds. As of March 31, 2022and December 31, 2021, there were no outstanding FHLB advances or borrowings of any kind, as the Company continues to rely on deposit growth as its primary source of funding. See "Liquidity Management" below for the details on the FHLB borrowings program. Capital Ratios The Company is regulated by the Federal Reserve Bank("FRB") and is subject to the securities registration and public reporting regulations of the Securities and Exchange Commission. As a Californiastate-chartered bank, the Company's banking subsidiary is subject to primary supervision, examination and regulation by the California Department of Financial Protection and Innovation("DFPI") and the Federal Reserve Board. The Federal Reserve Boardis the primary federal regulator of state member banks. The Bank is also subject to regulation by the FDIC, which insures the Bank's deposits as permitted by law. Management is not aware of any recommendations of regulatory authorities or otherwise which, if they were to be implemented, would have a material effect on the Company's or Bank's liquidity, capital resources, or operations. The U.S.Basel III rules contain capital standards regarding the composition of capital, minimum capital ratios and counter-party credit risk capital requirements. The Basel III rules also include a definition of common equity Tier 1 capital and require that certain levels of such common equity Tier 1 capital be maintained. The rules also include a capital conservation buffer, which imposes a common equity requirement above the new minimum that can be depleted under stress and could result in restrictions on capital distributions and discretionary bonuses under certain circumstances, as well as a new standardized approach for calculating risk-weighted assets. Under the Basel III rules, we must maintain a ratio of common equity Tier 1 capital to risk-weighted assets of at least 4.5%, a ratio of Tier 1 capital to risk-weighted assets of at least 6%, a ratio of total capital to risk-weighted assets of at least 8% and a minimum Tier 1 leverage ratio of 4.0%. In addition to the preceding requirements, all financial institutions subject to the Rules, including both the Company and the Bank, are required to establish a "conservation buffer," consisting of common equity Tier 1 capital, which is at least 2.5% above each of the preceding common equity Tier 1 capital ratio, the Tier 1 risk-based ratio and the total risk-based ratio. An institution that does not meet the conservation buffer will be subject to restrictions on certain activities including payment of dividends, stock repurchases and discretionary bonuses to executive officers. Failure to meet minimum capital requirements can trigger regulatory actions that could have a material adverse effect on the Company's financial statements and operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that rely on quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company's and Bank's amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. 35
The following tables provide a comparison of our actual capital ratios to the minimum required ratios as of the dates indicated:
(in thousands) Regulatory Actual Minimum Capital ratios for Bank: Amount Ratio Amount Ratio As of March 31, 2022 Total capital (to Risk- Weighted Assets)
$ 144,95012.9 % $ 118,128>10.5% Tier I capital (to Risk- Weighted Assets) $ 133,72511.9 % $ 95,627>8.5% Common Equity Tier 1 Capital (to Risk Weighted Assets) $ 133,72511.9 % $ 78,752>7.0% Tier I capital (to Average Assets) $ 133,7256.9 % $
77,023 > 4.0%
December 31, 2021Total capital (to Risk- Weighted Assets) $ 143,87113.6 % $ 110,780>10.5% Tier I capital (to Risk- Weighted Assets) $ 132,66412.6 % $ 89,679>8.5% Common Equity Tier 1 Capital (to Risk Weighted Assets) $ 132,66412.6 % $ 73,853>7.0% Tier I capital (to Average Assets) $ 132,6647.00 % $
76,310 > 4.0%
Company equity ratios:
March 31, 2022Total capital (to Risk- Weighted Assets) $ 145,22012.9 % $ 118,144>10.5% Tier I capital (to Risk- Weighted Assets) $ 133,99511.9 % $ 95,640>8.5% Common Equity Tier 1 Capital (to Risk Weighted Assets) $ 133,99511.9 % $ 78,762>7.0% Tier I capital (to Average Assets) $ 133,9957.0 % $
77,027 > 4.0%
December 31, 2021Total capital (to Risk- Weighted Assets) $ 143,98413.7 % $ 110,784>10.5% Tier I capital (to Risk- Weighted Assets) $ 132,77712.6 % $ 89,683>8.5% Common Equity Tier 1 Capital (to Risk Weighted Assets) $ 132,77712.6 % $ 73,856>7.0% Tier I capital (to Average Assets) $ 132,7777.0 % $ 76,313>4.0% Liquidity Management Since the Company is a holding company and does not conduct regular banking operations, its primary sources of liquidity are dividends from the Bank. Under the California Financial Code, payment of a dividend from the Bank to the Company is restricted to the lesser of the Bank's retained earnings or the amount of the Bank's undistributed net profits from the previous three fiscal years. The primary uses of funds for the Company are stockholder dividends, investment in the Bank and ordinary operating expenses. Management anticipates that there will be sufficient earnings at the Bank level to provide dividends to the Company to meet its funding requirements for the next twelve months. Maintenance of adequate liquidity requires that sufficient resources be available at all times to meet the Company's cash flow requirements. Liquidity in a banking institution is required primarily to provide for deposit withdrawals and the credit needs of its customers and to take advantage of investment opportunities as they arise. Liquidity management involves the ability to convert assets into cash or cash equivalents without incurring significant loss, and to raise cash or maintain funds without incurring excessive additional cost. For this purpose, the Company maintains a portion of funds in cash and cash equivalents, salable government guaranteed loans and securities available for sale. The Company obtains funds from the repayment and maturity of loans as well as deposit inflows, investment security maturities and paydowns, Federal funds purchased, FHLB advances, and other borrowings. The Company's primary use of funds are the origination of loans, the purchase of investment securities, withdrawals of deposits, maturity of certificate of deposits, repayment of borrowings and dividends to common stockholders. The Company's liquid assets as of March 31, 2022were $839.2 millioncompared to $858.2 millionas of December 31, 2021. The Company's liquidity level measured as the percentage of liquid assets to total assets was 43.1% as of March 31, 2022, compared to 43.7% as of December 31, 2021. Liquid assets decreased during the first three months of 2022, mainly due to the deposit decrease of $7.7 millionand core loan growth, excluding PPP loans, of $11.5 million, resulting in lower levels of cash. Management anticipates that cash and cash equivalents on hand and other sources of funds will provide adequate liquidity for operating, investing and financing needs and regulatory liquidity requirements for at least the next twelve months. Management monitors the Company's liquidity position daily, balancing loan funding/payments with changes in deposit activity and overnight investments. As a secondary source of liquidity, the Company relies on advances from the FHLB to supplement the supply of lendable funds and to meet deposit withdrawal requirements. Advances from the FHLB are typically secured by a portion of the loan portfolio. The FHLB determines limitations on the amount of advances by assigning a percentage to each eligible loan category that will count towards the borrowing capacity. As of March 31, 2022, the Company's borrowing capacity from the FHLB was approximately $329.1 millionand there were no outstanding advances. The Company also maintains 2 lines of credit with correspondent banks to purchase up to $70 millionin federal funds, for which there were no advances as of March 31, 2022. 36
During the period of uncertainty and volatility related to the COVID-19 pandemic, we will continue to monitor our liquidity.
Off-balance sheet arrangements
During the ordinary course of business, the Company provides various forms of credit lines to meet the financing needs of customers. These commitments, which represent a credit risk to us, are not represented in any form on the balance sheets.
The effect on the Company's revenues, expenses, cash flows and liquidity from the unused portion of the commitments to provide credit cannot be reasonably predicted because there is no guarantee that the lines of credit will be used. 37
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