Bank of Marin Bancorp 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Bank of Marin Bancorp Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated statements of condition of Bank of Marin Bancorp and subsidiary (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for credit losses effective December 31, 2020, due to the adoption of Accounting Standards Codification Topic 326: Financial Instruments – Credit Losses (“Topic 326”). The Company adopted the new credit loss standard using the modified retrospective approach such that prior period amounts are not adjusted and continue to be reported in accordance with previously applicable generally accepted accounting principles. The adoption of the new credit loss standard and it subsequent application is also communicated as a critical audit matter below. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 46 Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for Credit Losses - Loans As discussed in Notes 1 and 3 to the consolidated financial statements, the allowance for credit losses on loans at December 31, 2020, was $22.9 million on a total loan portfolio of $2.1 billion. The Company adopted the current expected credit losses standard, and all related amendments as of December 31, 2020, and has an established process to determine the appropriateness of the allowance for credit losses on loans receivable. The allowance for credit losses provides an estimate of lifetime expected losses in the loan portfolio. The measurement of expected credit losses is based on relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets. We identified the allowance for credit losses on loans as a critical audit matter. The principal considerations for our determination of allowance for credit losses on loans as a critical audit matter are subjectivity of the estimation and application of forecasted economic conditions, probabilities of default, loss given default, prepayments and curtailments over the contractual terms of the loan, and qualitative internal and external risk factors used in the calculation of the allowance for credit losses. The economic forecast component of the allowance for credit losses on loans is used to compare the conditions that existed during the historical period to current conditions and future expectations. The probabilities of default and loss given default are used to establish estimated losses at the loan portfolio segment level. Prepayments and curtailments over the contractual terms of the loans are used to estimate future cash flows. The qualitative internal and external risk factors are used to adjust for differences in segment-specific risk characteristics or to reflect the extent to which expected current conditions and reasonable and supportable forecasts of economic conditions differ from conditions that existed during the historical period included in the probability of default and loss given default development. Auditing management’s judgements regarding forecasted economic conditions, probabilities of default, loss given default, prepayments and curtailments over the contractual terms of the loan, and qualitative internal and external risk factors applied to the allowance for credit losses involved a high degree of subjectivity. The primary procedures we performed to address this critical audit matter included: a. Test the design, implementation, and operating effectiveness of controls related to management’s calculation of the allowance for credit losses on loans, including controls over the forecasted economic conditions used, probabilities of default, loss given default, prepayments and curtailments, and qualitative internal and external risk factors used. 47 b. Obtaining management’s analysis and supporting documentation related to the forecasted economic conditions, and testing whether the forecasts used in the calculation of the allowance for credit losses on loans are reasonable and supportable based on the analysis provided by management. c. Obtaining management’s analysis and supporting documentation related to the probabilities of default, and loss given default, and testing whether factors used in the calculation of the allowance for credit losses on loans are reasonable and supportable based on the analysis provided by management. d. Obtaining management’s analysis and supporting documentation related to prepayments and curtailments, and testing whether factors used in the calculation of the allowance for credit losses on loans are reasonable and supportable based on the analysis provided by management. e. Obtaining management’s analysis and supporting documentation related to the qualitative factors, and testing whether the environmental and qualitative factors used in the calculation of the allowance for credit losses on loans are supported by the analysis provided by management. f. Testing the appropriateness of the methodology and assumptions used in the calculation of the allowance for credit losses on loans, as well as testing completeness and accuracy of the data used in the calculation, application of the forecasted economic conditions, probabilities of default, loss given default, prepayments and curtailments over the contractual terms of the loan, and factors determined by management and used in the calculation, and verifying calculations in the allowance for credit losses on loans. Los Angeles, California March 15, 2021 We have served as the Company’s auditor since 2004. 48 March 15, 2021 Management's Report on Internal Control over Financial Reporting Management of Bank of Marin Bancorp and subsidiary, (the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles ("GAAP"). The Company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and board of directors; and (3) provide reasonable assurance regarding prevention, or timely detection and correction of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Management conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2020, utilizing the framework established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2020. The Company's independent registered public accounting firm, Moss Adams LLP, has issued an attestation report on our internal control over financial reporting, which appears on the previous page. /s/ Russell A. Colombo Russell A. Colombo, President and Chief Executive Officer /s/ Tani Girton Tani Girton, EVP and Chief Financial Officer 49 BANK OF MARIN BANCORP CONSOLIDATED STATEMENTS OF CONDITION December 31, 2020 and 2019 (in thousands, except share data) 2020 2019 Assets Cash, cash equivalents and restricted cash $ 200,320 $ 183,388 Investment securities: Held-to-maturity, at amortized cost (net of zero allowance for credit losses at December 31, 2020 1 ) 109,036 137,413 Available-for-sale, at fair value (net of zero allowance for credit losses at December 31, 2020 1 ) 392,351 432,260 Total investment securities 501,387 569,673 Loans, at amortized cost 2,088,556 1,843,286 Allowance for credit losses ( 22,874 ) ( 16,677 ) Loans, net of allowance for credit losses 1 2,065,682 1,826,609 Bank premises and equipment, net 4,919 6,070 Goodwill 30,140 30,140 Core deposit intangible 3,831 4,684 Operating lease right-of-use assets 25,612 11,002 Interest receivable and other assets 80,035 75,714 Total assets $ 2,911,926 $ 2,707,280 Liabilities and Stockholders' Equity Liabilities Deposits Non-interest bearing $ 1,354,650 $ 1,128,823 Interest bearing Transaction accounts 183,552 142,329 Savings accounts 201,507 162,817 Money market accounts 667,107 804,710 Time accounts 97,433 97,810 Total deposits 2,504,249 2,336,489 Borrowings and other obligations 58 212 Subordinated debenture 2,777 2,708 Operating lease liabilities 27,062 12,615 Interest payable and other liabilities 19,527 18,468 Total liabilities 2,553,673 2,370,492 Stockholders' Equity Preferred stock, no par value, Authorized - 5,000,000 shares, none issued — — Common stock, no par value, Authorized - 30,000,000 shares; Issued and outstanding - 13,500,453 and 13,577,008 at December 31, 2020 and 2019, respectively 125,905 129,058 Retained earnings 219,747 203,227 Accumulated other comprehensive income, net of taxes 12,601 4,503 Total stockholders' equity 358,253 336,788 Total liabilities and stockholders' equity $ 2,911,926 $ 2,707,280 1 Refer to Note 1, Summary of Accounting Policies, for information on the adoption of ASU 2016-13 in 2020. The accompanying notes are an integral part of these consolidated financial statements. 50 BANK OF MARIN BANCORP CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years ended December 31, 2020, 2019 and 2018 (in thousands, except per share amounts) 2020 2019 2018 Interest income Interest and fees on loans $ 84,674 $ 84,331 $ 79,527 Interest on investment securities 14,503 14,785 14,092 Interest on federal funds sold and due from banks 461 1,321 1,461 Total interest income 99,638 100,437 95,080 Interest expense Interest on interest-bearing transaction accounts 186 347 226 Interest on savings accounts 68 70 72 Interest on money market accounts 2,009 3,439 1,355 Interest on time accounts 554 595 542 Interest on borrowings and other obligations 4 77 2 Interest on subordinated debentures 158 229 1,339 Total interest expense 2,979 4,757 3,536 Net interest income 96,659 95,680 91,544 Provision for credit losses on loans 4,594 900 — Net interest income after provision for credit losses 92,065 94,780 91,544 Non-interest income Service charges on deposit accounts 1,314 1,865 1,891 Wealth Management and Trust Services 1,851 1,907 1,919 Debit card interchange fees 1,438 1,586 1,561 Earnings on bank-owned life Insurance, net 973 1,196 913 Gains on investment securities, net 915 55 876 Dividends on FHLB stock 654 799 959 Merchant interchange fees 239 331 378 Other income 1,166 1,345 1,642 Total non-interest income 8,550 9,084 10,139 Non-interest expense Salaries and employee benefits 34,393 34,253 33,335 Occupancy and equipment 6,943 6,143 5,976 Data processing 3,184 3,717 4,358 Professional services 2,181 2,132 3,317 Depreciation and amortization 2,149 2,228 2,143 Provision for credit losses on unfunded loan commitments 1,570 129 — Information technology 1,050 1,065 1,023 Charitable contributions 1,034 508 463 Amortization of core deposit intangible 853 887 921 Directors' expense 713 735 700 Federal Deposit Insurance Corporation insurance 474 361 756 Other expense 5,484 5,812 5,274 Total non-interest expense 60,028 57,970 58,266 Income before provision for income taxes 40,587 45,894 43,417 Provision for income taxes 10,345 11,653 10,795 Net income $ 30,242 $ 34,241 $ 32,622 Net income per common share: 1 Basic $ 2.24 $ 2.51 $ 2.35 Diluted $ 2.22 $ 2.48 $ 2.33 Weighted average common shares: 1 Basic 13,525 13,620 13,864 Diluted 13,617 13,794 14,029 Comprehensive income: Net income $ 30,242 $ 34,241 $ 32,622 Other comprehensive income (loss): Change in net unrealized gains or losses on available-for-sale securities 11,891 11,839 ( 1,707 ) Reclassification adjustment for (gains) losses on available-for-sale securities in net income ( 915 ) ( 55 ) 79 Net unrealized losses on securities transferred from available-for-sale to held-to-maturity — — ( 278 ) Amortization of net unrealized losses on securities transferred from available-for-sale to held-to-maturity 524 445 516 Other comprehensive income (loss), before tax 11,500 12,229 ( 1,390 ) Deferred tax expense (benefit) 3,402 3,624 ( 412 ) Other comprehensive income (loss), net of tax 8,098 8,605 ( 978 ) Comprehensive income $ 38,340 $ 42,846 $ 31,644 1 Share and per share data have been adjusted to reflect the two -for-one stock split effective November 27, 2018. The accompanying notes are an integral part of these consolidated financial statements. 51 BANK OF MARIN BANCORP CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Years ended December 31, 2020, 2019 and 2018 (in thousands, except share data) Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss), Net of Taxes Total Shares 1 Amount Balance at December 31, 2017 13,843,084 $ 143,967 $ 155,544 $ ( 2,486 ) $ 297,025 Net income — — 32,622 — 32,622 Other comprehensive loss — — — ( 978 ) ( 978 ) Reclassification of stranded tax effects in AOCI — — 638 ( 638 ) Stock options exercised, net of shares surrendered for cashless exercises and tax withholdings 111,714 538 — — 538 Stock issued under employee stock purchase plan 1,036 39 — — 39 Stock issued under employee stock ownership plan 29,600 1,173 — — 1,173 Restricted stock granted 37,040 — — — — Restricted stock surrendered for tax withholdings upon vesting ( 1,316 ) ( 45 ) — — ( 45 ) Restricted stock forfeited / cancelled ( 12,056 ) — — — — Stock-based compensation - stock options — 651 — — 651 Stock-based compensation - restricted stock — 1,013 — — 1,013 Cash dividends paid on common stock ($ 0.64 per share) 1 — — ( 8,860 ) — ( 8,860 ) Stock purchased by directors under director stock plan 998 37 — — 37 Stock issued in payment of director fees 5,470 204 — — 204 Stock repurchased, net of commissions ( 171,217 ) ( 7,012 ) — — ( 7,012 ) Balance at December 31, 2018 13,844,353 $ 140,565 $ 179,944 $ ( 4,102 ) $ 316,407 Net income — — 34,241 — 34,241 Other comprehensive income — — — 8,605 8,605 Stock options exercised, net of shares surrendered for cashless exercises and tax withholdings 45,553 669 — — 669 Stock issued under employee stock purchase plan 1,355 54 — — 54 Stock issued under employee stock ownership plan 30,075 1,245 — — 1,245 Restricted stock granted 29,110 — — — — Restricted stock surrendered for tax withholdings upon vesting ( 5,240 ) ( 220 ) — — ( 220 ) Restricted stock forfeited / cancelled ( 18,333 ) — — — — Stock-based compensation - stock options — 495 — — 495 Stock-based compensation - restricted stock — 1,017 — — 1,017 Cash dividends paid on common stock ($ 0.80 per share) — — ( 10,958 ) — ( 10,958 ) Stock purchased by directors under director stock plan 591 24 — — 24 Stock issued in payment of director fees 5,544 231 — — 231 Stock repurchased, net of commissions ( 356,000 ) ( 15,022 ) — — ( 15,022 ) Balance at December 31, 2019 13,577,008 $ 129,058 $ 203,227 $ 4,503 $ 336,788 Net income — — 30,242 — 30,242 Other comprehensive income — — — 8,098 8,098 Cumulative effect of change in accounting principle ASU 2016-13 2 — — ( 1,216 ) — ( 1,216 ) Stock options exercised, net of shares surrendered for cashless exercises and tax withholdings 65,407 1,304 — — 1,304 Stock issued under employee stock purchase plan 2,392 72 — — 72 Stock issued under employee stock ownership plan 39,900 1,289 — — 1,289 Restricted stock granted 29,100 — — — — Restricted stock surrendered for tax withholdings upon vesting ( 2,200 ) ( 73 ) — — ( 73 ) Restricted stock forfeited / cancelled ( 14,314 ) — — — — Stock-based compensation - stock options — 319 — — 319 Stock-based compensation - restricted stock — 884 — — 884 Cash dividends paid on common stock ($ 0.92 per share) — — ( 12,506 ) — ( 12,506 ) Stock purchased by directors under director stock plan 1,146 43 — — 43 Stock issued in payment of director fees 5,723 217 — — 217 Stock repurchased, net of commissions ( 203,709 ) ( 7,208 ) — — ( 7,208 ) Balance at December 31, 2020 13,500,453 $ 125,905 $ 219,747 $ 12,601 $ 358,253 1 Share and per share data have been adjusted to reflect the two -for-one stock split effective November 27, 2018. 2 Refer to Note 1, Summary of Accounting Policies, for information on the adoption of ASU 2016-13 in 2020. The accompanying notes are an integral part of these consolidated financial statements. 52 BANK OF MARIN BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended December 31, 2020, 2019 and 2018 (in thousands) 2020 2019 2018 Cash Flows from Operating Activities: Net income $ 30,242 $ 34,241 $ 32,622 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses 4,594 900 — Provision for credit losses on unfunded loan commitments 1,570 129 — Noncash contribution expense to employee stock ownership plan 1,289 1,245 1,173 Noncash director compensation expense 301 301 227 Stock-based compensation expense 1,203 1,512 1,664 Amortization of core deposit intangible 853 887 921 Amortization of investment security premiums, net of accretion of discounts 1,354 1,633 2,695 Accretion of discount on acquired loans ( 165 ) ( 353 ) ( 807 ) Accretion of discount on subordinated debentures 69 68 1,025 Net change in deferred loan origination costs/fees 5,040 ( 348 ) 183 Gain on sale of investment securities ( 915 ) ( 55 ) ( 876 ) Depreciation and amortization 2,149 2,228 2,143 Earnings on bank-owned life insurance policies ( 973 ) ( 1,196 ) ( 913 ) Net changes in: Interest receivable and other assets ( 5,135 ) ( 329 ) 1,148 Interest payable and other liabilities ( 631 ) 70 902 Total adjustments 10,603 6,692 9,485 Net cash provided by operating activities 40,845 40,933 42,107 Cash Flows from Investing Activities: Purchase of held-to-maturity securities — ( 3,549 ) ( 1,988 ) Purchase of available-for-sale securities ( 97,544 ) ( 110,934 ) ( 235,873 ) Proceeds from sale of available-for-sale securities 33,756 66,081 16,972 Proceeds from paydowns/maturities of held-to-maturity securities 28,144 23,005 22,891 Proceeds from paydowns/maturities of available-for-sale securities 114,991 86,044 57,662 Proceeds from sale of Visa Inc. Class B restricted common stock — — 956 Loans originated and principal collected, net ( 249,337 ) ( 77,827 ) ( 84,598 ) Purchase of bank-owned life insurance policies ( 941 ) ( 2,997 ) — Cash receipts from bank-owned life insurance policies — 1,533 — Purchase of premises and equipment ( 981 ) ( 542 ) ( 907 ) Purchase of Federal Home Loan Bank stock ( 176 ) ( 616 ) — Cash paid for low income housing tax credit investment ( 1,355 ) ( 952 ) ( 418 ) Net cash used in investing activities ( 173,443 ) ( 20,754 ) ( 225,303 ) Cash Flows from Financing Activities: Net increase in deposits 167,760 161,649 26,170 Proceeds from stock options exercised 1,304 669 537 Payment of tax withholdings for vesting of restricted stock ( 73 ) ( 220 ) ( 45 ) Federal Home Loan Bank (repayment) borrowings — ( 7,000 ) 7,000 Repayment of subordinated debenture including execution costs — — ( 4,137 ) Repayment of finance lease obligations ( 172 ) ( 168 ) — Cash dividends paid on common stock ( 12,506 ) ( 10,958 ) ( 8,860 ) Stock repurchased, net of commissions ( 6,898 ) ( 15,062 ) ( 6,869 ) Proceeds from stock issued under employee and director stock purchase plans 115 78 76 Net cash provided by financing activities 149,530 128,988 13,872 Net increase (decrease) in cash, cash equivalents and restricted cash 16,932 149,167 ( 169,324 ) Cash, cash equivalents and restricted cash at beginning of period 183,388 34,221 203,545 Cash, cash equivalents and restricted cash at end of period $ 200,320 $ 183,388 $ 34,221 Supplemental disclosure of cash flow information: Cash paid in interest $ 2,948 $ 4,659 $ 2,599 Cash paid in income taxes $ 13,065 $ 12,738 $ 8,380 Supplemental disclosure of noncash investing and financing activities: Change in net unrealized gain or loss on available-for-sale securities $ 11,891 $ 11,839 $ ( 1,707 ) Stock issued to employee stock ownership plan $ 1,289 $ 1,245 $ 1,173 Cumulative effect of change in accounting principle ASU 2016-13 $ ( 1,216 ) $ — $ — Amortization of net unrealized loss on available-for-sale securities transferred to held-to-maturity $ 524 $ 445 $ 516 Repurchase of stock not yet settled $ 413 $ 103 $ 143 Stock issued in payment of director fees $ 217 $ 231 $ 204 Securities transferred from available-for-sale to held-to-maturity $ — $ — $ 27,422 Subscription in low income housing tax credit investment $ — $ — $ 3,000 Restricted cash 1 $ — $ 4,806 $ 5,971 1 Restricted cash includes reserve requirements held with the Federal Reserve Bank of San Francisco. In response to the COVID-19 pandemic, the Federal Reserve reduced the reserve requirement ratios to zero percent effective March 26, 2020. The accompanying notes are an integral part of these consolidated financial statements. 53 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1: Summary of Significant Accounting Policies Nature of Operations - Bank of Marin Bancorp ("Bancorp"), headquartered in Novato, California, conducts business primarily through its wholly-owned subsidiary, Bank of Marin (the "Bank"), a California state-chartered commercial bank that provides a wide range of financial services to customers who are predominantly professionals, small and middle-market businesses, and individuals who work and/or reside in Marin, Sonoma, Napa, San Francisco, Alameda, Contra Costa and San Mateo counties. Besides its headquarters located in Novato, CA, the Bank operates ten branches in Marin County, two in Napa County, one in San Francisco, five in Sonoma County, three in Alameda County, and one loan production office in both Contra Costa County and San Mateo County. Basis of Presentation - The consolidated financial statements include the accounts of Bancorp and the Bank. References to “we,” “our,” “us” mean Bancorp and the Bank that are consolidated for financial reporting purposes. Our accounting and reporting policies conform to U.S. generally accepted accounting principles ("GAAP"), general practice, and regulatory guidance within the banking industry. A summary of our significant policies follows. All material intercompany transactions have been eliminated. We evaluated subsequent events through the date of filing with the Securities and Exchange Commission (“SEC”) and determined that, other than the early redemption of the subordinated debenture mentioned below, there were no subsequent events that require additional recognition or disclosure. The NorCal Community Bancorp Trusts I and II, respectively (the "Trusts"), were formed for the sole purpose of issuing trust preferred securities. Bancorp is not considered the primary beneficiary of the Trusts (variable interest entities), therefore the Trusts are not consolidated in our consolidated financial statements. Bancorp's investments in these Trusts are accounted for under the e quity method and included in interest receivable and other assets and the subordinated debenture and related accrued interest payable are recorded as liabilities in our consolidated statements of condition. Refer to Note 7, Borrowings and Other Obligations, for detail on the early redemption on October 7, 2018 of the subordinated debenture due to Trust I and early redemption on March 15, 2021 of the subordinated debenture due to Trust II. Accounting Changes and Reclassifications - Certain items in prior financial statements have been reclassified to conform to the current presentation. In addition, on December 31, 2020, we adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and all applicable amendments as subsequently updated for certain clarifications, targeted relief and codification improvements. Accounting Standards Codification (“ASC”) Topic 326 (“ASC 326”) replaced the incurred loss method for measuring credit losses with a current expected credit loss ("CECL") method for financial assets recorded at amortized cost (i.e., loans originated by us and held-to-maturity investment securities). The previous incurred loss method included a general allowance on loans for known and inherent losses within the portfolio, which reflected adjusted historical loss rates and a specific allowance component for impaired loans. The CECL method requires the measurement of all expected credit losses for financial assets measured at amortized cost and certain off-balance-sheet credit exposures to consider credit losses expected to be incurred over the life of the financial asset based on past events, current conditions, and reasonable and supportable forecasts. ASC 326 also requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards. In addition, ASC 326 includes certain changes to the accounting for available-for-sale investment securities including the requirement to recognize an allowance wh en management intends to sell or believes that it is more likely than not they will be required to sell the security before recovery of its amortized cost. ASC 326 was effective January 1, 2020. However, in accordance with the accounting relief provisions of the Coronavirus Aid, Relief and Economic Security ("CARES") Act passed in March 2020, we postponed the adoption of the CECL standard to the earlier of the end of the national emergency or December 31, 2020. Therefore, we adopted this standard using the modified retrospective method for all financial assets measured at amortized cost, and off-balance-sheet credit exposures, effective October 1, 2020 (the beginning of the first reporting period in which the standard was effective due to the postponement of CECL) through a cumulative adjustment to retained earnings. Results for reporting periods beginning after September 30, 2020 will be presented under the new standard while prior period amounts continue to be reported in accordance with previously applicable GAAP. Upon 54 adoption, we recorded a cumulative adjustment to retained earnings, net of taxes, based on economic forecasts and other assumptions as of December 31, 2019. That adjustment resulted in an increase to our allowance for credit losses of $ 1.6 million and an increase to the allowance for unfunded loan commitments of $ 122 thousand. In addition, we recognized the remaining difference between the allowance for credit losses calculated under the CECL model as of December 31, 2020 and the allowance for credit losses calculated under the incurred loss model as of September 30, 2020 as a reversal of the provision for credit losses and a provision for credit losses on unfunded loan commitments, as showed in the tables below. The following tables show the impact to our financial statement line items due to adoption of ASC 326 as of and during the quarter ended December 31, 2020. (in thousands) Pre-Tax Increase (Decrease) Upon the Adoption of CECL Deferred Tax Effect After Tax Impact of Adoption of CECL Impact to allowance for credit losses on loans: Allowance for credit losses on loans $ 748 Retained earnings (cumulative transition adjustment) $ ( 1,604 ) $ 474 $ ( 1,130 ) Net income (reversal of provision for credit losses on loans) $ 856 $ ( 253 ) $ 603 Impact to allowance for credit losses on unfunded loan commitments: Allowance for credit losses on unfunded commitments $ 1,082 Retained earnings (cumulative transition adjustment) $ ( 122 ) $ 36 $ ( 86 ) Net income (provision for credit losses on unfunded commitments) $ ( 960 ) $ 284 $ ( 676 ) The following table shows the impact on the allowance for credit losses due to the transition from the incurred loss method to the CECL method by loan class. (in thousands) Pre-Adoption Balance at September 30, 2020 Cumulative Transition Adjustment 1 Post Adoption Adjusted Balance at October 1, 2020 Allowance for credits losses on loans: Commercial and industrial $ 2,525 $ ( 278 ) $ 2,247 Real estate: Commercial owner-occupied 3,135 138 3,273 Commercial investor-owned 11,624 1,755 13,379 Construction 860 201 1,061 Home equity 1,038 ( 361 ) 677 Other residential 1,260 ( 212 ) 1,048 Installment and other consumer loans 406 ( 125 ) 281 Unallocated 1,265 486 1,751 Total $ 22,113 $ 1,604 $ 23,717 Allowance for credit losses on unfunded commitments $ 1,697 $ 122 $ 1,819 1 The cumulative transition adjustment resulted from applying the CECL method, which was based on economic forecasts and other assumptions as of December 31, 2019. Refer to Note 3, Loans and Allowance for Credit Losses, for more information. The Bank did not record an allowance for credit losses on available-for-sale or held-to-maturity investment securities upon the adoption of CECL as the investment portfolio consisted primarily of debt securities explicitly or implicitly backed by the U.S. government and high credit quality obligations of state and political subdivisions. Refer to Note 2, Investment Securities, for more information. Use of Estimates - The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the consolidated financial statements include the allowance for credit losses, income taxes, and fair value measurements (including fair values of acquired assets and assumed liabilities at acquisition dates) as discussed in the Notes herein. 55 Cash, Cash Equivalents and Restricted Cash - include cash, due from banks, federal funds sold and other short-term investments with maturities of less than three months at the time of purchase. Restricted cash includes reserve requirements held with the Federal Reserve Bank of San Francisco. Investment Securities - are classified as "held-to-maturity," "trading securities" or "available-for-sale." Investments classified as held-to-maturity are those that we have the ability and intent to hold until maturity and are reported at cost, adjusted for the amortization or accretion of premiums or discounts. Investments held for resale in anticipation of short-term market movements are classified as trading securities and are reported at fair value, with unrealized gains and losses included in earnings. Investments that are neither held-to-maturity nor trading are classified as available-for-sale and are reported at fair value. Unrealized gains and losses for available-for-sale securities, net of related taxes, are reported as a separate component of comprehensive income and included in stockholders' equity until realized. For discussion of our methodology in determining fair value, see Note 9, Fair Value of Assets and Liabilities. Purchase premiums and discounts on investment securities are amortized or accreted over the life of the related security as an adjustment to yield using the effective interest method. For certain callable debt securities purchased at a premium, we amortize the premium to the earliest call date. Dividend and interest income are recognized when earned. Realized gains and losses on the sale of securities are included in non-interest income. The specific identification method is used to calculate realized gains and losses on sales of securities. Securities transferred from the available-for-sale category to the held-to-maturity category are recorded at fair value at the date of transfer. Unrealized holding gains or losses on the dates of the transfer of securities from available-for-sale to held-to-maturity are included in the balance of accumulated other comprehensive income (loss), net of tax, in the consolidated balance sheets. These unrealized holding gains or losses on the dates of transfer are amortized over the remaining life of the securities as yield adjustments in a manner consistent with the amortization or accretion of the original purchase premium or discount on the associated security. Allowance for Credit Losses on Investment Securities - The allowance for credit losses on h eld-to-maturity securities is a contra-asset valuation account determined in accordance with ASC 326, which is deducted from the securities' amortized cost basis at the balance sheet date as a result of management's assessment of the net amount expected to be collected. The allowance is measured on a pooled basis for securities with similar risk characteristics using historical credit loss information, adjusted for current conditions and reasonable and supportable forecasts. Securities that are determined to be uncollectible are written off against the allowance. For available-for-sale securities in an unrealized loss position ("impaired security"), we assess whether 1) we intend to sell the security, or, 2) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. Under either of these conditions, the security's amortized cost is written down to fair value through a charge to previously recognized allowances or earnings, as applicable. For impaired securities that do not meet these conditions, we assess whether the decline in fair value was due to credit loss or other factors. This assessment considers, among other things: 1) the extent to which the fair value is less than amortized cost, 2) the financial condition and near-term prospects of the issuer, 3) any changes to the rating of the security by a rating agency, and 4) our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss component. Any impairment due to non-credit-related factors that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. The discount rate used in determining the present value of the expected cash flows is based on the effective interest rate implicit in the security at the date of purchase. Accrued interest receivable is excluded from the amortized costs and fair values of both held-to-maturity and available-for-sale securities and included in interest receivable and other assets on the consolidated statements of condition. Investment securities are placed on non-accrual status when principal or interest is contractually past due more than ninety days, or management does not expect full payment of principal and interest. We do not record an allowance for credit losses for accrued interest on investment securities, as the amounts are written-off 56 when the investment is placed on non-accrual status. There were no non-accrual investment securities in any of the years presented in the consolidated financial statements. Originated Loans - are reported at amortized cost, which is the principal amount outstanding net of deferred fees (costs), purchase premiums (discounts) and net charge-offs (recoveries). Amortized cost excludes accrued interest, which is reflected in interest receivable and other assets in the consolidated statements of condition. We do not measure an allowance for credit losses on accrued interest receivable balances because these balances are written off in a timely manner as a reduction to interest income when loans are placed on non-accrual status as discussed below. Interest income is accrued daily using the simple interest method. Fees collected upon loan origination and certain direct costs of originating loans are deferred and recognized over the contractual lives of the related loans as yield adjustments using the interest method or straightline method, as applicable. Upon prepayment or other disposition of the underlying loans before their contractual maturities, any associated unearned fees or unamortized costs are recognized. Acquired Loans - ASC 326 modified the accounting for purchased loans and requires that an allowance for credit losses be established at the date of acquisition. However, for purchased financial assets with a more-than-insignificant amount of credit deterioration since origination (“PCD assets”) that are measured at amortized cost, the initial allowance for credit losses is added to the purchase price rather than reported as a provision for credit losses. Subsequent changes in the allowance for credit losses on PCD assets are recognized through the provision for credit losses. Past-Due and Non-Accrual Loan Policy - A loan is considered past due when a payment has not been received by the contractual due date. Loans are placed on non-accrual status when management believes that there is substantial doubt as to the collection of principal or interest, generally when they become contractually past due by 90 days or more with respect to principal or interest, except for loans that are well-secured and in the process of collection. When loans are placed on non-accrual status, any accrued but uncollected interest is reversed from current-period interest income and the amortization of deferred loan origination fees and costs is suspended. Interest payments received on nonaccrual loans are either applied against principal or reported as interest income, according to management’s judgment as to the ultimate collectability of principal. We may return non-accrual loans to accrual status when one of the following occurs: • The borrower has resumed paying the full amount of the principal and interest and we are satisfied with the borrower's financial position. In order to meet this test, we must have received repayment of all past due principal and interest, unless the amounts contractually due are reasonably assured of repayment within a reasonable period of time, and there has been a sustained period of repayment performance (generally, six consecutive monthly payments), according to the original contractual terms or modified terms for loans whose contractual terms have been restructured in a manner which grants a concession to a borrower experiencing financial difficulties (“troubled debt restructuring”). • The loan has become well secured and is in the process of collection. Loan Charge-Off Policy - For all loan types excluding overdraft accounts, we generally make a charge-off determination at or before 90 days past due. A collateral-dependent loan is partially charged down to the fair value of collateral securing it if: (1) it is deemed unc ollectable, o r (2) it has been classified as a loss by either our internal loan review process or external examiners. A non-collateral-dependent loan is partially charged down to its net realizable value under the same circumstances. Overdraft accounts are generally charged off when they exceed 60 days past due. Troubled Debt Restructured Loans - Our loan portfolio includes certain loans modified in a troubled debt restructuring (“TDR”), where we have granted economic concessions to borrowers experiencing financial difficulties. These concessions typically result from our loss mitigation activities and may include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. TDRs on non-accrual status at the time of restructure may be returned to accruing status after management considers the borrower’s sustained repayment performance for a reasonable period, generally six months, and obtains reasonable assurance of repayment and performance. Additionally, we may remove a loan from TDR designation if it meets all of the following conditions: • The loan is subsequently refinanced or restructured at current market interest rates and the new terms are consistent with the treatment of creditworthy borrowers under regular underwriting standards; 57 • The borrower is no longer considered to be in financial difficulty; • Performance on the loan is reasonably assured; and • Existing loan did not have any forgiveness of principal or interest. Section 4013 of the CARES Act, subsequently amended by section 541 of the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act of 2020 ("Economic Aid Act"), provided optional, temporary relief from evaluating loans that may have been considered TDRs under GAAP. This relief applies to loan modifications executed between March 1, 2020 and the earlier of 60 days after the national emergency is terminated or January 1, 2022. The Bank elected to apply these temporary accounting provisions to payment relief loans beginning in March 2020. Accordingly, modifications that met certain criteria of the CARES Act were not categorized as troubled debt restructurings during 2020. Collateral Dependent Loans - A loan is collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For collateral dependent loans, including those for which management determines foreclosure is probable, the allowance for credit losses is based on the fair value of the collateral, adjusted for estimated selling costs when repayment is expected from the sale of the collateral, less the loan's amortized c ost. In determining the fair value, management consi ders such information as the appraised value of the c ollateral, observed and potential future changes in collateral value, and historical loss experience for loans that were secured by similar collateral. Generally, with problem credits that are collateral dependent, we obtain appraisals of the collateral at least annually. We may obtain appraisals more frequently if we believe the collateral value is subject to market volatility, if a specific event has affected the collateral, or if we believe foreclosure is imminent. Allowance for Credit Losses on Loans ("ACL") - is a valuation account that is deducted from the amortized cost basis at the balance sheet date to present the net amount of loans expected to be collected. Amortized cost does not include accrued interest, which management elected to exclude from the estimate of expected credit losses (refer to the Past-Due and Non-Accrual Loan Policy section above). Management estimates the allowance quarterly using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Credit loss experience provides the basis for the estimation of expected credit losses. The ACL model utilizes a discounted cash flow ("DCF") method to measure the expected credit losses on loans collectively evaluated that are sub-segmented by loan pools with similar credit risk characteristics, which are generally comprised of federal regulatory reporting codes (i.e., Call codes). Pooled segments include the following: • Loans secured by real estate: - 1-4 family residential construction loans - Other construction loans and all land development and other land loans - Secured by farmland (including residential and other improvements) - Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit - Closed-end loans secured by 1-4 family residential properties, secured by first liens - Closed-end loans secured by 1-4 family residential properties, secured by junior liens - Secured by multifamily (5 or more) residential properties - Commercial real estate loans secured by owner-occupied non-farm nonresidential properties - Commercial real estate loans secured by other non-farm nonresidential properties • Loans to finance agricultural production and other loans to farmers • Commercial and industrial loans • Loans to individuals for household, family and other personal expenditures (i.e., consumer loans) • Municipal entities • Non-profit organizations • Other loans (overdraft credit lines) The DCF method incorporates assumptions for probability of default ("PD"), loss given default ("LGD"), and prepayments and curtailments over the contractual terms of the loans. Under the DCF method, the ACL reflects the difference between the amortized cost basis and the present value of the expected cash flows using the loan's effective rate. We elected to report the change in present values from one reporting period to the next due to the 58 passage of time and changes in the estimate of future expected cash flows through the provision for credit losses, rather than though interest income. In determining the PD for each pooled segment, the Bank utilized regression analyses to identify certain economic drivers that were considered highly correlated to historical Bank or peer loan default experience. As a result, management chose the California unemployment rate as the primary economic forecast driver for all segments, except for municipal loans. In addition, the annual percentage change in the California gross domestic product was used in the commercial and industrial loan segment and the annual percentage change in California retail sales was used in the owner-occupied and investor-owned commercial real estate segments. For municipal loans, the ACL model utilized a constant default rate obtained from a nationally recognized default rate st udy, which is updated annually. A third party provides LGD estimates for each segment based on a banking industry Frye-Jacobs Risk Index approach. The ACL model incorporates a one-year reasonable and supportable forecast of economic factors, updated quarterly, which is provided by a well-recognized economics advisory company. For periods beyond the forecast horizon the economic factors revert to historical averages on a straight-line basis over a one-year period. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments and curtailments, when appropriate. The pooled loans' contractual loan terms exclude extensions, renewals, and modifications unless one or more of the following applies: 1) management has a reasonable expectation at the reporting date that a troubled debt restructuring will be executed with an individual borrower, 2) the extension or renewal options are included in the original or modified contract, or 3) an existing troubled debt restructuring is within six months of maturity. Loans that do not share the same risk characteristics as pooled loans are evaluated individually for credit loss and generally include all non-accrual loans, collateral dependent loans, and certain troubled debt restructured loans and loans graded substandard or worse as determined by management. Management considers whether adjustments to the quantitative portion of the ACL are needed for differences in segment-specific risk characteristics or to reflect the extent to which it expects current conditions and reasonable and supportable forecasts of economic conditions to differ from the conditions that existed during the historical period included in the development of PD and LGD. Qualitative internal and external risk factors include, but are not limited to, the following: • Changes in the nature and volume of the loan portfolio • Changes in the volume and severity of past due loans, the volume of non-accruals loans, and the volume and severity of adversely classified or graded loans • The existence and effect of individual loan and loan segment concentrations • Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere • Changes in the experience, ability, and depth of lending management and other relevant staff • Changes in the quality of our systematic loan review processes • Changes in economic and business conditions, and developments that affect the collectability of the portfolio • Changes in the value of underlying collateral, where applicable • The effect of other external factors such as legal and regulatory requirements on the level of estimated credit losses in the portfolio • The effect of acquisitions of other loan portfolios on our infrastructure, including risk associated with entering new geographic areas as a result of such acquisitions • The presence of specialized lending segments in the portfolio While we believe we use the best information available to determine the allowance for credit losses, our results of operations could be significantly affected if circumstances differ substantially from the assumptions used in determining the allowance. Our ACL model is sensitive to changes in unemployment rate forecasts and certain other assumptions that could result in material fluctuations in the allowance for credit losses and adversely affect our financial condition and results of operations. For further information regarding the allowance for loan losses, see Note 3, Loans and Allowance for Loan Losses. 59 Allowance for Credit Losses on Unfunded Loan Commitments - We make commitments to extend credit to meet the financing needs of our customers in the form of loans or standby letters of credit. We are exposed to credit losses over a loan's contractual period in the event that a decline in credit quality of the borrower leads to nonperformance. We record an allowance for losses on unfunded loan commitments at the balance sheet date based on estimates of probability that these commitments will be drawn upon according to historical utilization experience of different types of commitments and expected loss severity and loss rates determined for pooled funded loans. The allowance for credit losses on unfunded commitments is a liability account included in interest payable and other liabilities on the consolidated statements of condition. Adjustments to the allowance for unfunded commitments are included in non-interest expense as a provision for (or reversal of) the allowance for unfunded commitments. Transfers of Financial Assets - We have entered into certain loan participation agreements with other organizations. We account for these transfers of financial assets as sales when control over the transferred financial assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets and liabilities have been isolated from us, (2) the transferee has the right to pledge or exchange the assets (or beneficial interests) it received, free of conditions that constrain it from taking advantage of that right, beyond a trivial benefit and (3) we do not maintain effective control over the transferred financial assets or third-party beneficial interests related to those transferred assets. No gain or loss has been recognized by us on the sale of these participation interests in 2020, 2019 and 2018. Premises and Equipment - Premises and equipment consist of leasehold improvements, furniture, fixtures, software and equipment and are stated at cost, less accumulated depreciation and amortization, which are calculated on a straight-line basis. Furniture and fixtures are depreciated over eight years and equipment is generally depreciated over three to twenty years . Leasehold improvements are amortized over the lesser of their estimated useful lives or the terms of the leases. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is charged to expense as incurred. Leases - We acc ount for leases in accordance with ASC 842, Leases. As a result of the adoption of ASU 2016-02 on January 1, 2019, we recorded operating and finance lease right-of-use assets totaling $ 13.4 million, net of deferred rent and unrecognized lease incentives, operating and finance lease liabilities totaling $ 15.4 million, and no cumulative-effect adjustments to retained earnings. Under the standard's transition guidance, we elected the package of practical expedients, which allowed us to carry forward existing lease classifications under ASC 840, Leases (previous GAAP), and did not require us to reassess initial direct costs for any existing leases. We elected the hindsight practical expedient when determining the lease term (i.e., considering whether we are reasonably certain to exercise options to extend or terminate the lease). In addition, we made accounting policy elections not to separate non-lease components from lease components and to exclude short-term leases (i.e., lease term of 12 months or less at the commencement date) from right-of-use assets and lease liabilities for all lease classifications. We lease certain premises under long-term non-cancelable operating leases, most of which include escalation clauses and one or more options to extend the lease term, and some of which contain lease termination clauses. Only those renewal and termination options that management determines are reasonably certain of exercising are included in the calculation of the lease liability. In addition, we lease certain equipment under finance leases. The equipment finance lease terms do not contain renewal options, bargain purchase options or residual value guarantees. We did not have any significant short-term leases during the reported periods. Lease right-of-use assets represent the right to use the underlying asset while lease liabilities represent the present value of future lease obligations. When calculating the lease liability, because most lease contracts do not contain an implicit interest rate, we discount lease payments over a lease's expected term based on the collateralized Federal Home Loan Bank borrowing rate that was commensurate with lease terms and minimum payments at the lease commencement date. Right-of-use assets for operating leases are amortized over the lease term by amounts that represent the difference between periodic straight-line lease expense and periodic interest accretion on the related liability to make lease payments, whereas finance leases are amortized on a straight-line basis over the term of the lease. Expense recognition for operating leases is recorded on a straight-line basis while expense recognition for finance leases represents the sum of periodic amortization of the associated right-of-use asset and the interest accretion on the lease liability. Refer to Note 12, Commitments and Contingencies, for further information. 60 Business Combinations - Business combinations are accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations . A business is defined as a set of activities and assets that is both self-sustaining and managed to provide a return to investors and generally has three elements: inputs, processes and outputs. Under the acquisition method, the acquiring entity in a business combination recognizes the acquired assets and assumed liabilities at their estimated fair values as of the date of acquisition. Any excess of the purchase price over the fair value of net assets and other identifiable intangible assets acquired is recorded as goodwill. To the extent the fair value of net assets acquired, including other identifiable assets, exceed the purchase price, a bargain purchase gain is recognized. Assets acquired and liabilities assumed from a business combination are recognized at fair value, if the fair value can be determined during the measurement period. Results of operations of an acquired business are included in the consolidated statements of operations from the date of acquisition. Business acquisition-related costs, including conversion and restructuring charges, are expensed as incurred. If substantially all of an acquisition is made up of one asset or several similar assets, or without a substantive process that together contributes to the ability to create outputs, the acquisition is accounted for as an asset acquisition and acquisition costs will be capitalized as part of the assets acquired, rather than expensed in a business combinations. Goodwill and Other Intangible Assets - Goodwill is determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill that arises from a business combination is periodically evaluated for impairment at the reporting unit level, at least annually. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Core deposit intangible ("CDI") represents the estimated future benefit of deposits related to an acquisition and is booked separately from the related deposits and evaluated periodically for impairment. The CDI asset is amortized on an accelerated method over its estimated useful life of ten years . At December 31, 2020, the future estimated amortization expense for the CDI arising from our past acquisitions is as follows: (in thousands) 2021 2022 2023 2024 2025 Thereafter Total Core deposit intangible amortization $ 818 $ 782 $ 719 $ 422 $ 400 $ 690 $ 3,831 We make a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit where goodwill is assigned is less than its carrying amount. If we conclude that it is more likely than not that the fair value is more than its carrying amount, no impairment is recorded. Goodwill is tested for impairment on an interim basis if circumstances change or an event occurs between annual tests that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The qualitative assessment includes adverse events or circumstances identified that could negatively affect the reporting units’ fair value as well as positive and mitigating events. Such indicators may include, among others, significant changes in legal factors or in the general business climate, significant changes in our stock price and market capitalization, unanticipated competition, and an action or assessment by a regulator. If the fair value of a reporting unit is less than its carrying amount, an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value is recognized. The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Bank Owned Life Insurance ("BOLI") - The Bank owns life insurance policies on certain key current and former officers. BOLI is recorded in interest receivable and other assets on the consolidated statements of condition at the amount that can be realized under the insurance contract at period-end, which is the cash surrender value adjusted for other charges or amounts due that are probable at settlement. Federal Home Loan Bank of San Francisco ("FHLB") Stock - The Bank is a member of the FHLB. Members are required to own a certain amount of stock based on the level of borrowings and other factors. As of December 31, 2020 and 2019 our investment in FHLB stock was carried at cost, as there was no impairment or changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. We periodically evaluate FHLB stock for impairment based on ultimate recovery of par value. FHLB stock is included as part of interest receivable and other assets on the consolidated statements of condition. Both cash and stock dividends are reported as non-interest income. Investments in Low Income Housing Tax Credit Funds - We have invested in limited partnerships that were formed to develop and operate affordable housing projects for low or moderate-income tenants throughout 61 California. Our ownership percentage in each limited partnership ranges from 1.0 % to 3.5 %. We account for the investments in qualified affordable housing tax credit funds using the proportional amortization method, where the initial cost of the investment is amortized in proportion to the tax credits and other tax benefits received. Low income housing tax credits and other tax benefits received, net of the amortization of the investment is recognized as part of income tax benefit. Each of the partnerships must meet the regulatory minimum requirements for affordable housing for a minimum 15-year compliance period to fully utilize the tax credits. If the partnerships cease to qualify during the compliance period, the credit may be denied for any period in which the project is not in compliance and a portion of the credit previously taken is subject to recapture with interest. We record an impairment charge if the value of the future tax credits and other tax benefits is less than the carrying value of the investments. Employee Stock Ownership Plan (“ESOP”) - We recognize compensation cost for ESOP contributions when funds become committed for the purchase of Bancorp's common shares into the ESOP in the year in which the employees render service entitling them to the contribution. If we contribute stock, the compensation cost is the fair value of the shares when they are committed to be released (i.e., when the number of shares becomes known and formally approved). In 2020, 2019 and 2018, the Bank only made stock contributions to the ESOP. Income Taxes - Income taxes reported in the consolidated financial statements are computed based on an asset and liability approach. We recognize the amount of taxes payable or refundable for the current year and we record deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the temporary differences are expected to reverse. We record net deferred tax assets to the extent it is more likely than not that they will be realized. In evaluating our ability to recover the deferred tax assets and the need to establish a valuation allowance against the deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies. In projecting future taxable income, management develops assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates being used to manage the underlying business. Bancorp files consolidated federal and combined state income tax returns. We recognize the financial statement effect of a tax position when it is more likely than not, based on the technical merits and all available evidence, that the position will be sustained upon examination, including the resolution through protests, appeals or litigation processes. For tax positions that meet the more likely than not threshold, we measure and record the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the taxing authority. The remainder of the benefits associated with tax positions taken is recorded as unrecognized tax benefits, along with any related interest and penalties. Interest and penalties related to unrecognized tax benefits are recorded in tax expense. In deciding whether or not our tax positions taken meet the more likely than not recognition threshold, we must make judgments and interpretations about the application of inherently complex state and federal tax laws. To the extent tax authorities disagree with tax positions taken by us, our effective tax rates could be materially affected in the period of settlement with the taxing authorities. Revision of our estimate of accrued income taxes also may result from our own income tax planning, which may affect effective tax rates and results of operations for any reporting period. We present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss ("NOL") carryforward, or similar tax loss or tax credit carryforward, rather than as a liability, when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) we intend to and are able to use the deferred tax asset for that purpose. Otherwise, the unrecognized tax benefit is presented as a liability instead of being netted with deferred tax assets. Earnings per share (“EPS”) - are based upon the weighted average number of common shares outstanding during each year. The following table shows: 1) weighted average basic shares, 2) potentially dilutive weighted average common shares related to stock options and unvested restricted stock awards, and 3) weighted average diluted shares. Basic EPS are calculated by dividing net income by the weighted average number of common 62 shares outstanding during each annual period, excluding unvested restricted stock awards. Diluted EPS are calculated using the weighted average number of potentially dilutive common shares. The number of potentially dilutive common shares included in year-to-date diluted EPS is a year-to-date weighted average of potentially dilutive common shares included in each quarterly diluted EPS computation. In computing diluted EPS, we exclude anti-dilutive shares such as options whose exercise prices exceed the current common stock price, as they would not reduce EPS under the treasury method. We have two forms of outstanding common stock: common stock and unvested restricted stock awards. Holders of unvested restricted stock awards receive non-forfeitable dividends at the same rate as common shareholders and they both share equally in undistributed earnings. Under the two-class method, the difference in EPS is nominal for these participating securities. (in thousands, except per share data) 1 2020 2019 2018 Weighted average basic common shares outstanding 13,525 13,620 13,864 Potentially dilutive common shares related to: Stock options 69 148 136 Unvested restricted stock awards 23 26 29 Weighted average diluted common shares outstanding 13,617 13,794 14,029 Net income $ 30,242 $ 34,241 $ 32,622 Basic EPS $ 2.24 $ 2.51 $ 2.35 Diluted EPS $ 2.22 $ 2.48 $ 2.33 Weighted average anti-dilutive common shares not included in the calculation of diluted EPS 148 35 44 1 Share and per share data have been adjusted to reflect the two -for-one stock split effective November 27, 2018. Share-Based Compensation - All share-based payments, including stock options and restricted stock, are recognized as stock-based compensation expense in the consolidated statements of comprehensive income based on the grant-date fair value of the award with a corresponding increase in common stock. The grant-date fair value of the award is amortized on a straight-line basis over the requisite service period, which is generally the vesting period. The stock-based compensation expense excludes stock grants to directors as compensation for their services, which are recognized as director expenses separately based on the grant-date value of the stock. We account for forfeitures as they occur. See Note 8, Stockholders' Equity and Stock Option Plans, for further discussion. We determine the fair value of stock options at the grant date using a Black-Scholes pricing model that takes into account the stock price at the grant date, exercise price, expected life of the option, volatility of the underlying stock, expected dividend yield and risk-free interest rate over the expected life of the option. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. Expected volatility is based on the historical volatility of the common stock over the most recent period that is generally commensurate with the expected life of the options. The Black-Scholes option valuation model requires the input of highly subjective assumptions, including the expected life of the stock-based award and stock price volatility. The assumptions used represent management's best estimates based on historical information, but these estimates involve inherent uncertainties and the application of management's judgment. As a result, if other assumptions had been used, the recorded stock-based compensation expense could have been materially different from that recorded in the consolidated financial statements. The fair value of restricted stock is based on the stock price on the grant date. We record excess tax benefits resulting from the exercise of non-qualified stock options, the disqualifying disposition of incentive stock options and vesting of restricted stock awards as tax benefits in the consolidated statements of comprehensive income with a corresponding decrease to current taxes payable. In addition, we reflect excess tax benefits as an operating activity in the consolidated statements of cash flows. Cash paid for tax withholdings when shares are surrendered in a cashless stock option exchange is classified as a financing activity in the consolidated statements of cash flows. Derivative Financial Instruments and Hedging Activities - Fair Value Hedges - All of our interest rate swap contracts are designated and qualified as fair value hedges. The terms of our interest rate swap contracts are closely aligned to the terms of the designated fixed-rate loans. The hedging relationships are tested for 63 effectiveness on a quarterly basis using a qualitative approach. The qualitative analysis includes verification that there are no changes to the derivative's or hedged item's key terms and conditions and no adverse developments regarding risk of counterparty default, and validation that we continue to have fair value hedge designation. The interest rate swaps are carried on the consolidated statements of condition at their fair value in other assets (when the fair value is positive) or in other liabilities (when the fair value is negative). The changes in the fair value of the interest rate swaps are recorded in interest income. The unrealized gains or losses due to changes in fair value of the hedged fixed-rate loans due to changes in benchmark interest rates are recorded as an adjustment to the hedged loans and offset in interest income. For derivative instruments executed with the same counterparty under a master netting arrangement, we do not offset fair value amounts of interest rate swaps in liability positions with the ones in asset positions. From time to time, we make firm commitments to enter into long-term fixed-rate loans with borrowers backed by yield maintenance agreements and simultaneously enter into forward interest rate swap agreements with correspondent banks to mitigate the change in fair value of the yield maintenance agreement. Prior to loan funding, yield maintenance agreements with net settlement features that meet the definition of a derivative are considered as non-designated hedges and are carried on the consolidated statements of condition at their fair value in other assets (when the fair value is positive) or in other liabilities (when the fair value is negative). The offsetting changes in the fair value of the forward swap and the yield maintenance agreement are recorded in interest income. When the fixed-rate loans are originated, the forward swaps are designated to offset the change in fair value in the loans. Subsequent to the point of the swap designations, the fair value of the related yield maintenance agreements at the designation date that was recorded in other assets is amortized using the effective yield method over the life of the respective designated loans. The net effect of the change in fair value of interest rate swaps, the amortization of the yield maintenance agreement and the change in the fair value of the hedged loans due to changes in benchmark interest rates result in an insignificant amount recognized in interest income. For further detail, see Note 14, Derivative Financial Instruments and Hedging Activities. Revenue Recognition - We utilize the following five-step model for non-financial instrument related revenue that is in scope for ASC 606, Revenue from Contracts with Customers : 1) identify the contract, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and, 5) recognize revenue when (or as) the entity satisfies the performance obligation. Our main revenue streams in scope for ASC 606 include: • Wealth Management & Trust ("WM&T") fees - WM&T services include, but are not limited to: customized investment advisory and management; administrative services such as bill pay and tax reporting; trust administration, estate settlement, custody and fiduciary services. Performance obligations for investment advisory and management services are generally satisfied over time. Revenue is recognized monthly according to a tiered fee schedule based on the client's month-end market value of assets under our management. WM&T does not earn revenue based on performance or incentives. Costs associated with WM&T revenue-generating activities, such as payments to sub-advisors, are recorded separately as part of professional service expenses when incurred. • Deposit account service charges - Service charges on deposit accounts consist of monthly maintenance fees, business account analysis fees, business online banking fees, check order charges, and other deposit account-related fees. Performance obligations for monthly maintenance fees and account analysis fees are satisfied, and the related revenue recognized, when we complete our performance obligation each month. Performance obligations related to transaction-based services (such as check orders) are satisfied, and the related revenue recognized, at a point in time typically when the transaction is completed, except for business accounts subject to analysis where the transaction-based fees are part of the monthly account analysis fees. • Debit card interchange fees - We issue debit cards to our consumer and small business customers that allow them to purchase goods and services from merchants in person, online, or via mobile devices using funds held in their demand deposit accounts held with us. Debit cards issued to our customers are part of global electronic payment networks (such as Visa) who pass a portion of the merchant interchange fees to debit card-issuing member banks like us when our customers make purchases through their networks. 64 Performance obligations for debit card services are satisfied and revenue is recognized daily as the payment networks process transactions. Because we act in an agent capacity, we recognize network costs on a net basis with interchange fees in non-interest income. Advertising Costs - are expensed as incurred. For the years ended December 31, 2020, 2019, and 2018, advertising costs totaled $ 769 thousand, $ 775 thousand, and $ 666 thousand, respectively. Comprehensive Income (Loss) - includes net income, changes in the unrealized gains or losses on available-for-sale investment securities, and amortization of net unrealized gains or losses on securities transferred from available-for-sale to held-to-maturity, net of related taxes, reported on the consolidated statements of comprehensive income and as components of stockholders' equity. 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 (i.e., exit price notion) reflecting factors such as a liquidity premium. Securities available-for-sale and derivatives are recorded at fair value on a recurring basis. Our equity investments that do not have readily determinable fair values are recorded at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. FHLB stock and Visa Inc. Class B common stock are carried at cost as of December 31, 2020 and 2019, as there was no impairment or changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Additionally, from time to time, we may be required to record certain assets and liabilities at fair value on a non-recurring basis, such as purchased loans and acquired deposits recorded at acquisition date, certain impaired loans, other real estate owned 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. When we develop our fair value measurement process, we maximize the use of observable inputs. Whenever there is no readily available market data, we use our best estimates 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 consolidated financial statements. Other Recently Adopted Accounting Standards In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (ASC Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . The amendments in this ASU remove, modify, and add disclosure requirements for the fair value reporting of assets and liabilities. The modifications and additions relate to Level 3 fair value measurements at the end of the reporting period. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities should disclose and describe the range and weighted-average of significant unobservable inputs used to develop Level 3 fair value measurements. We adopted this ASU prospectively effective January 1, 2020. As the ASU’s requirements only relate to disclosures, the amendments did not impact our financial condition or results of operations. Refer to Note 9, Fair Value of Assets and Liabilities, for additional disclosures. In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (ASC Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract . This standard aligns the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software regardless of whether they convey a license to the hosted software. The accounting for the service element of a hosting arrangement that is a service contract is not affected by this ASU. The amendments are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. An entity has the option to apply amendments in the ASU either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We adopted this ASU prospectively on January 1, 2020, which did not impact our financial condition and results of operations. 65 Accounting Standards Not Yet Effective In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (ASC Topic 740): Simplifying the Accounting for Income Taxes . This ASU is intended to reduce the cost and complexity related to accounting for income taxes by removing certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and simplifying aspects of the accounting for franchise taxes and enacted changes in tax laws or rates. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. As this ASU is narrow in scope and applicability to us will likely be minimal, we do not expect that the ASU will have a material impact on our financial condition or results of operations. In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (ASC Topic 321), Investments - Equity Method and Joint Ventures (ASC Topic 323), and Derivatives and Hedging (ASC Topic 815) - Clarifying the Interactions between ASC 321, ASC 323, and ASC 815 . Among other things, this ASU clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under ASC 323, for the purposes of applying the measurement alternative in accordance with ASC 321. This ASU is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. ASU No. 2020-01 should be applied prospectively at the beginning of the interim period that includes adoption. We do not expect that the ASU will have a material impact on our financial condition or results of operations. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) . The amendments in this ASU are elective and provide optional guidance for a limited period of time to ease the potential burden of accounting for, or recognizing the effects of reference rate reform. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU may be elected as of March 12, 2020 through December 31, 2022. An entity may choose to elect the amendments in this update at an interim period subsequent to March 12, 2020 with adoption methods varying based on transaction type. We have not elected to apply amendments at this time, however, will assess the applicability of this ASU to us as we continue to monitor guidance for reference rate reform from FASB and its impact on our financial condition and results of operations. In October 2020, the FASB issued ASU No. 2020-08, Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs . This ASU was issued as part of the Board's ongoing project to improve codification or correct unintended application. This ASU adds clarification to ASU 2017-08, which the Bank early-adopted in 2017, and delineates whether an entity with callable debt securities that have multiple call dates should amortize the amount above that which is repayable, to the next call date. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, on a prospective basis. Early adoption is not permitted. As this ASU is narrow in scope and for clarification purposes, we do not expect this ASU will have a material impact on our financial condition and results of operations. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848). The main amendments in this ASU are intended to clarify certain optional expedients and scope of derivative instruments. The amendments are elective and effective immediately upon issuance of this ASU. Amendments may be elected through December 31, 2022. We have not elected to apply amendments at this time, however, will assess the applicability of this ASU (and ASU 2020-04) to us as we continue to monitor guidance for reference rate reform from FASB and its impact on our financial condition and results of operations. Note 2: Investment Securities Our investment securities portfolio consists of obligations of state and political subdivisions, U.S. federal government agencies such as Government National Mortgage Association ("GNMA") and Small Business Administration ("SBA"), U.S. government-sponsored enterprises ("GSEs") such as Federal National Mortgage Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC), Federal Farm Credit Banks Funding Corporation and FHLB. We also invest in residential and commercial mortgage-backed securities ("MBS"/"CMBS") and collateralized mortgage obligations ("CMOs") issued or guaranteed by the GSEs, as reflected in the following table. 66 A summary of the amortized cost, fair value and allowance for credit losses related to securities held-to-maturity as of December 31, 2020 and December 31, 2019 is presented below. Held-to-maturity: Amortized Cost 1 Allowance for Credit Losses Net Carrying Amount Gross Unrealized Fair Value (in thousands) Gains (Losses) December 31, 2020 Securities of U.S. government-sponsored enterprises: MBS pass-through securities issued by FHLMC and FNMA $ 65,579 $ — $ 65,579 $ 3,924 $ — $ 69,503 CMOs issued by FHLMC 27,201 — 27,201 1,441 — 28,642 CMOs issued by FNMA 8,042 — 8,042 363 — 8,405 SBA-backed securities 6,547 — 6,547 400 — 6,947 Obligations of state and political subdivisions 1,667 — 1,667 21 1,688 Total held-to-maturity $ 109,036 $ — $ 109,036 $ 6,149 $ — $ 115,185 December 31, 2019 Securities of U.S. government-sponsored enterprises: MBS pass-through securities issued by FHLMC and FNMA 80,451 — 80,451 1,018 ( 144 ) 81,325 CMOs issued by FHLMC 31,477 — 31,477 685 ( 5 ) 32,157 CMOs issued by FNMA 10,210 — 10,210 282 — 10,492 CMOs issued by GNMA 3,763 — 3,763 53 — 3,816 SBA-backed securities 7,999 — 7,999 265 — 8,264 Obligations of state and political subdivisions 3,513 — 3,513 75 — 3,588 Total held-to-maturity $ 137,413 $ — $ 137,413 $ 2,378 $ ( 149 ) $ 139,642 1 Amortized cost and fair values exclude accrued interest receivable of $ 366 thousand and $ 469 thousand at December 31, 2020 and 2019, respectively, which is included in interest receivable and other assets in the consolidated statements of condition. Management measures expected credit losses on held-to-maturity securities on a collective basis by major security type with each type sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. With regard to MBSs and CMOs issued or guaranteed by the GSEs, and SBA-backed securities, we expect to receive all the contractual principal and interest on these securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities. With regard to securities issued by states and political subdivisions, management considers (i) issuer and/or guarantor credit ratings, (ii) historical probability of default and loss given default rates for given bond ratings and remaining maturity,(iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, (iv) internal credit review of the financial information, and (v) whether or not such securities have credit enhancements such as guarantees, contain a defeasance clause, or are pre-refunded by the issuers. Based on the comprehensive analysis, no credit losses are expected. The following table summarizes Moody's and/or Standard & Poor's bond ratings for our portfolio of held-to-maturity securities issued by states and political subdivisions as of December 31, 2020. (in thousands) Obligations of state and political subdivisions AA $ 1,461 A 206 Total $ 1,667 67 A summary of the amortized cost, fair value and allowance for credit losses related to securities available-for-sale as of December 31, 2020 and December 31, 2019 is presented below. Available-for-sale: Amortized Cost 1 Gross Unrealized Allowance for Credit Losses Fair Value (in thousands) Gains (Losses) December 31, 2020 Securities of U.S. government-sponsored enterprises: MBS pass-through securities issued by FHLMC and FNMA $ 50,686 $ 2,530 $ — $ — $ 53,216 CMOs issued by FHLMC 143,267 7,925 ( 1 ) — 151,191 CMOs issued by FNMA 16,450 580 — — 17,030 CMOs issued by GNMA 6,863 351 — — 7,214 SBA-backed securities 30,941 1,976 ( 55 ) — 32,862 Debentures of government- sponsored agencies 19,944 266 ( 24 ) — 20,186 Obligations of state and political subdivisions 104,887 5,765 — — 110,652 Total available-for-sale $ 373,038 $ 19,393 $ ( 80 ) $ — $ 392,351 December 31, 2019 Securities of U.S. government-sponsored enterprises: MBS pass-through securities issued by FHLMC and FNMA $ 98,502 $ 1,617 $ ( 48 ) $ — $ 100,071 CMOs issued by FHLMC 139,398 3,892 ( 64 ) — 143,226 CMOs issued by FNMA 22,702 390 — — 23,092 CMOs issued by GNMA 11,719 42 ( 6 ) — 11,755 SBA-backed securities 35,674 688 ( 76 ) — 36,286 Debentures of government- sponsored agencies 48,389 727 ( 70 ) — 49,046 Obligations of state and political subdivisions 66,042 1,386 ( 146 ) — 67,282 Corporate bonds 1,497 6 ( 1 ) — 1,502 Total available-for-sale $ 423,923 $ 8,748 $ ( 411 ) $ — $ 432,260 1 Amortized cost and fair value exclude accrued interest receivable of $ 1.9 million and $ 1.8 million at December 31, 2020 and 2019, respectively, which is included in interest receivable and other assets in the consolidated statements of condition. The amortized cost and fair value of investment debt securities by contractual maturity at December 31, 2020 and 2019 are shown below. Expected maturities may differ from contractual maturities if the issuers of the securities have the right to call or prepay obligations with or without call or prepayment penalties. December 31, 2020 December 31, 2019 Held-to-Maturity Available-for-Sale Held-to-Maturity Available-for-Sale (in thousands) Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Within one year $ 246 $ 250 $ 11,530 $ 11,687 $ 1,807 $ 1,811 $ 6,699 $ 6,706 After one but within five years 7,550 7,961 59,028 62,397 2,256 2,296 48,706 49,619 After five years through ten years 52,113 55,872 144,908 154,089 56,221 57,544 208,806 214,277 After ten years 49,127 51,102 157,572 164,178 77,129 77,991 159,712 161,658 Total $ 109,036 $ 115,185 $ 373,038 $ 392,351 $ 137,413 $ 139,642 $ 423,923 $ 432,260 As part of our ongoing review of our investment securities portfolio, we reassessed the classification of certain securities issued by government sponsored agencies. During 2018, we transferred $ 27.4 million, from available-for-sale to held-to-maturity at fair value. We intend and have the ability to hold these securities to maturity. The net unrealized pre-tax loss of $ 278 thousand, remained in accumulated other comprehensive income and is amortized over the remaining life of the securities along with amortization of any prior transfers. Amortization of the net unrealized pre-tax loss totaled $ 524 thousand, $ 445 thousand and $ 516 thousand in 2020, 2019 and 2018, respectively. There were no securities transferred from available-for-sale to held-to-maturity at fair value in 2020 or 2019. 68 Sales of investment securities and gross gains and losses are shown in the following table. (in thousands) 2020 2019 2018 Available-for-sale: Sales proceeds $ 33,756 $ 66,081 $ 16,972 Gross realized gains $ 916 $ 214 $ 27 Gross realized losses $ ( 1 ) $ ( 159 ) $ ( 106 ) Pledged investment securities are shown in the following table. (in thousands) December 31, 2020 December 31, 2019 Pledged to the State of California: Secure public deposits in compliance with the Local Agency Security Program $ 131,051 $ 126,598 Collateral for trust deposits 751 742 Total investment securities pledged to the State of California $ 131,802 $ 127,340 Collateral for Wealth Management and Trust Services ("WMTS") checking account $ 629 $ 622 Total pledged investment securities $ 132,431 $ 127,962 There were 10 and 40 securities in unrealized loss positions at December 31, 2020 and 2019, respectively. Those securities are summarized and classified according to the duration of the loss period in the tables below. December 31, 2020 < 12 continuous months ≥ 12 continuous months Total securities in a loss position (in thousands) Fair value Unrealized loss Fair value Unrealized loss Fair value Unrealized loss Available-for-sale: SBA-backed securities $ — $ — $ 1,790 $ ( 55 ) $ 1,790 $ ( 55 ) CMOs issued by FHLMC 5,975 ( 1 ) — — 5,975 ( 1 ) Debentures of government-sponsored agencies 3,943 ( 24 ) — — 3,943 ( 24 ) Total $ 9,918 $ ( 25 ) $ 1,790 $ ( 55 ) $ 11,708 $ ( 80 ) December 31, 2019 < 12 continuous months > 12 continuous months Total securities in a loss position (in thousands) Fair value Unrealized loss Fair value Unrealized loss Fair value Unrealized loss Held-to-maturity: MBS pass-through securities issued by FHLMC and FNMA $ 14,203 $ ( 60 ) $ 6,073 $ ( 84 ) $ 20,276 $ ( 144 ) CMOs issued by FHLMC — — 1,725 ( 5 ) 1,725 ( 5 ) Total held-to-maturity 14,203 ( 60 ) 7,798 ( 89 ) 22,001 ( 149 ) Available-for-sale: MBS pass-through securities issued by FHLMC and FNMA 4,367 ( 34 ) 4,464 ( 14 ) 8,831 ( 48 ) SBA-backed securities 9,227 ( 14 ) 2,448 ( 62 ) 11,675 ( 76 ) CMOs issued by FHLMC 14,918 ( 58 ) 2,981 ( 6 ) 17,899 ( 64 ) CMOs issued by GNMA 7,139 ( 6 ) — — 7,139 ( 6 ) Debentures of government- sponsored agencies 25,228 ( 70 ) — — 25,228 ( 70 ) Obligations of state and political subdivisions 20,579 ( 145 ) 659 ( 1 ) 21,238 ( 146 ) Corporate bonds 500 ( 1 ) — — 500 ( 1 ) Total available-for-sale 81,958 ( 328 ) 10,552 ( 83 ) 92,510 ( 411 ) Total $ 96,161 $ ( 388 ) $ 18,350 $ ( 172 ) $ 114,511 $ ( 560 ) 69 As of December 31, 2020, the investment portfolio included 5 investment securities that had been in a continuous loss position for twelve months or more and 5 investment securities had been in a loss position for less than twelve months. Securities issued by government-sponsored agencies, such as FNMA and FHLMC, usually have implicit credit support by the U.S. federal government. However, since 2008, FNMA and FHLMC have been under government conservatorship and, therefore, contractual cash flows for these investments carry explicit guarantees by the U.S. federal government. Securities issued by the SBA and GNMA have explicit credit guarantees by the U.S. federal government, which protects us from credit losses on the contractual cash flows of the securities. Our investment in obligations of state and political subdivisions bonds are deemed credit worthy after our comprehensive analysis of the issuers' latest financial information, credit ratings by major credit agencies, and/or credit enhancements. At December 31, 2020, management determined that it did not intend to sell investment securities with unrealized losses, and it is not more than likely than not that w e will have to sell any of the securities with unrealized losses before recovery of their amortized cost. Ther efore, no allowance for credit losses has been recognized on available for sale securities in an unrealized loss position as management does not believe any of the securities are impaired due to reasons of credit quality at December 31, 2020. Non-Marketable Securities FHLB Capital Stock As a member of the FHLB, we are required to maintain a minimum investment in FHLB capital stock determined by the Board of Directors of the FHLB. The minimum investment requirements can increase in the event we increase our total asset size or borrowings with the FHLB. Shares cannot be purchased or sold except between the FHLB and its members at the $ 100 per share par value. We held $ 11.9 million and $ 11.7 million of FHLB stock included in other assets on the consolidated statements of condition at December 31, 2020 and 2019, respectively. The carrying amounts of these investments are reasonable estimates of fair value because the securities are restricted to member banks and they do not have a readily determinable market value. Based on our analysis of FHLB’s financial condition and certain qualitative factors, we determined that the FHLB stock was not impaired at December 31, 2020 and 2019. On February 18, 2021, FHLB announced a cash dividend for the fourth quarter of 2020 at an annualized dividend rate of 5.00 % to be distributed in mid-March 2021. Cash dividends paid on FHLB capital stock are recorded as non-interest income. Visa Inc. Class B Common Stock As a member bank of Visa U.S.A., we held 10,439 shares of Visa Inc. Class B common stock at both December 31, 2020 and 2019. These shares have a carrying value of zero and are restricted from resale to non-member banks of Visa U.S.A. until their conversion into Class A (voting) shares upon the termination of Visa Inc.'s Covered Litigation escrow account. Because of the restriction and the uncertainty on the conversion rate to Class A shares, these shares lack a readily determinable fair value. When converting this Class B common stock to Class A common stock based on the conversion rate of 1.6228 , as of December 31, 2020 and 2019, and the closing stock price of Class A shares at those respective dates, the converted value of our shares of Class B common stock would have been $ 3.7 million and $ 3.2 million at December 31, 2020 and 2019, respectively. The conversion rate is subject to further adjustment upon the final settlement of the covered litigation against Visa Inc. and its member banks. As such, the fair value of these Class B shares can differ significantly from their converted values. In October 2018, we sold 6,500 shares of our holdings of Visa Inc. Class B common stock to a member bank of Visa U.S.A., resulting in a pre-tax gain, net of sales commission, of $ 956 thousand. For further information, refer to Note 12, Commitments and Contingencies. Low Income Housing Tax Credits We invest in low income housing tax credit funds as a limited partner, which totaled $ 3.5 million and $ 4.1 million recorded in other assets as of December 31, 2020 and 2019, respectively. In 2020, we recognized $ 654 thousand of low income housing tax credits and other tax benefits, net of $ 550 thousand of amortization expense of low income housing tax credit investment, as a component of income tax expense. As of December 31, 2020, our 70 unfunded commitments for these low income housing tax credit funds totaled $ 821 thousand. We did not recognize any impairment losses on these low income housing tax credit investments during 2020 or 2019, as the value of the future tax benefits exceeds the carrying value of the investments. Note 3: Loans and Allowance for Credit Losses We adopted the new current expected credit loss accounting guidance, CECL, and all related amendments as of December 31, 2020. Certain prior period credit quality disclosures related to impaired loans and individually and collectively evaluated loans were superseded with the current guidance and have not been included below. Refer to Note 3, Loans and Allowance for Loan Losses, under Part II, Item 8 of our 2019 Form 10-K for additional prior period information. Also refer to Note 1, Summary of Significant Accounting Policies, for additional information regarding the adoption of CECL. The following table presents the amortized cost of loans by class as of December 31, 2020 and 2019. December 31, (in thousands) 2020 2019 Commercial and industrial $ 498,408 $ 246,687 Real estate: Commercial owner-occupied 304,963 308,824 Commercial investor-owned 961,208 946,317 Construction 73,046 61,095 Home equity 104,813 116,024 Other residential 123,395 136,657 Installment and other consumer loans 22,723 27,682 Total loans, at amortized cost 1 2,088,556 1,843,286 Allowance for credit losses on loans ( 22,874 ) ( 16,677 ) Total loans, net $ 2,065,682 $ 1,826,609 1 Amortized cost includes net deferred loan origination (fees) costs of $( 4.9 ) million and $ 983 thousand at December 31, 2020 and 2019, respectively. Amounts are also net of unrecognized purchase discounts of $ 815 thousand and $ 958 thousand at December 31, 2020 and 2019, respectively. Amortized cost excludes accrued interest, which totaled $ 8.8 million and $ 7.7 million at December 31, 2020 and 2019, respectively, and is included in interest receivable and other assets in the consolidated statements of condition. Lending Risks Concentrations of Credit - Virtually all of our loans are from customers located in California, primarily in Marin, Alameda, Sonoma, San Francisco, Napa, and Contra Costa counties. Approximate ly 77 % and 88 %, of total loans were secured by real estate at December 31, 2020 and 2019, respectively. The decrease in the percentage secured by real estate from 2019 to 2020 was due to $ 291.6 million in unsecured loans guaranteed by the SBA under the PPP, which are included in commercial and industrial loans at December 31, 2020. At December 31, 2020 and 2019, 61 % and 68 %, res pectively, of our loans were for commercial real est ate, 85 % and 84 % of which were secured by real estate located in Marin, Sonoma, Alameda, San Francisco and Napa counties (California). Commercial and Industrial Loans - Commercial loans are generally made to established small and mid-sized businesses to provide financing for their growth and working capital needs, equipment purchases and acquisitions. Management examines historical, current, and projected cash flows to determine the ability of the borrower to repay obligations as agreed. Commercial loans are made based primarily on the identified cash flows of the borrower and secondarily on the underlying collateral and guarantor support. The cash flows of borrowers, however, may not occur as expected, and the collateral securing these loans may fluctuate in value. Most commercial and industrial loans are secured by the assets being financed, such as accounts receivable and inventory, and typically include personal guarantees. We target stable businesses with guarantors who provide additional sources of repayment and have proven to be resilient in periods of economic stress. A weakened economy, and resultant decreased consumer and/or business spending, will have an effect on the credit quality of commercial loans. Pursuant to the CARES Act, the Bank funded over 1,800 loans to eligible small businesses and non-profit organizations who participated in the PPP administered by the SBA. PPP loans have terms of two to five years and earn interest at 1%. In addition, the SBA paid the Bank a fee of 1%-5% depending on the loan amount, which was 71 netted with loan origination costs and amortized into interest income using the effective yield method over the contractual life of each loan. The recognition of fees and costs is accelerated when the loan is forgiven by the SBA and/or paid off prior to maturity. PPP loans are fully guaranteed by the SBA and are expected to be forgiven by the SBA if they meet the requirements of the program. At December 31, 2020, PPP loans totaling $ 291.6 million, net of $ 5.4 million in unearned fees, were included in commercial and industrial loan balances. The Bank ended its origination of new PPP loans under the provisions of the CARES Act on June 30, 2020. On June 5, 2020, the PPP Flexibility Act was signed into law that modified, among other things, rules governing the PPP payment deferral period. In October 2020, due to the continued delay in the PPP forgiveness process, the Bank modified the first payment due dates for PPP loans that originated prior to June 5, 2020 and extended the payment deferral period from six to sixteen months . The extended payment deferral period also extended the time over which the accretion of PPP net loan origination fees are recognized. In addition, on January 19, 2021, the Bank launched the application process and began accepting loan requests for the second round of PPP loans as revised by the Economic Aid Act. Commercial Real Estate Loans - Commercial real estate loans, which include income producing investment properties and owner-occupied real estate used for business purposes, are subject to underwriting standards and processes similar to commercial loans discussed above. We underwrite these loans to be repaid from cash flow and to be supported by real property collateral. Underwriting standards for commercial real estate loans include, but are not limited to, debt coverage and loan-to-value ratios. Furthermore, a large majority of our loans are guaranteed by the owners of the properties. Conditions in the real estate markets or downturn in the general economy may adversely affect our commercial real estate loans. In the event of a vacancy, we expect guarantors to carry the loans until they find a replacement tenant. The owner's substantial equity investment provides a strong economic incentive to continue to support the commercial real estate projects. As such, we have generally experienced a relatively low level of loss and delinquencies in this portfolio. Construction Loans - Construction loans are generally made to developers and builders to finance construction, renovation and occasionally land acquisitions in anticipation of near-term development. Construction loans include interest reserves that are used for the payment of interest during the development and marketing periods and are capitalized as part of the loan balance. When a construction loan is placed on nonaccrual status before the depletion of the interest reserve, we apply the interest funded by the interest reserve against the loan's principal balance. These loans are underwritten after evaluation of the borrower's financial strength, reputation, prior track record, and independent appraisals. We monitor all construction projects to determine whether they are on schedule, completed as planned and in accordance with the approved construction budgets. Significant events can affect the construction industry, including: the inherent volatility of real estate markets and vulnerability to delays due to weather, change orders, inability to obtain construction permits, labor or material shortages, and price changes. Estimates of construction costs and value associated with the completed project may be inaccurate. Repayment of construction loans is largely dependent on the ultimate success of the project. Consumer Loans - Consumer loans primarily consist of home equity lines of credit, other residential loans and floating homes along with a small number of installment loans. Our other residential loans include tenancy-in-common fractional interest loans ("TIC") located almost entirely in San Francisco County. We originate consumer loans utilizing credit score information, debt-to-income ratio and loan-to-value ratio analysis. Diversification among consumer loan types, coupled with relatively small loan amounts that are spread across many individual borrowers, mitigates risk. We do not originate sub-prime residential mortgage loans, nor is it our practice to underwrite loans commonly referred to as "Alt-A mortgages," the characteristics of which are reduced documentation, borrowers with low FICO scores or collateral with high loan-to-value ratios. Credit Quality Indicators We use a risk rating system to evaluate asset quality, and to identify and monitor credit risk in individual loans, and in the loan portfolio. Our definitions of “Special Mention” risk graded loans, or worse, are consistent with those used by the Federal Deposit Insurance Corporation ("FDIC"). Our internally assigned grades are as follows: Pass and Watch - Loans to borrowers of acceptable or better credit quality. Borrowers in this category demonstrate fundamentally sound financial positions, repayment capacity, credit history and management expertise. Loans in this category must have an identifiable and stable source of repayment and meet the Bank’s policy regarding debt-service-coverage ratios. These borrowers are capable of sustaining normal economic, market or operational setbacks without significant financial consequences. Negative external industry factors are generally 72 not present. The loan may be secured, unsecured or supported by non-real estate collateral for which the value is more difficult to determine and/or marketability is more uncertain. This category also includes “Watch” loans, where the primary source of repayment has been delayed. “Watch” is intended to be a transitional grade, with either an upgrade or downgrade within a reasonable period. Special Mention - Potential weaknesses that deserve close attention. If left uncorrected, those potential weaknesses may result in deterioration of the payment prospects for the asset. Special Mention assets do not present sufficient risk to warrant adverse classification. Substandard - Inadequately protected by either the current sound worth and paying capacity of the obligor or the collateral pledged, if any. A Substandard asset has a well-defined weakness or weaknesses that jeopardize(s) the liquidation of the debt. Substandard assets are characterized by the distinct possibility that we will sustain some loss if such weaknesses or deficiencies are not corrected. Well-defined weaknesses include adverse trends or developments of the borrower’s financial condition, managerial weaknesses and/or significant collateral deficiencies. Doubtful - Critical weaknesses that make collection or liquidation in full improbable. There may be specific pending events that work to strengthen the asset; however, the amount or timing of the loss may not be determinable. Pending events generally occur within one year of the asset being classified as Doubtful. Examples include: merger, acquisition, or liquidation; capital injection; guarantee; perfecting liens on additional collateral; and refinancing. Such loans are placed on non-accrual status and usually are collateral-dependent. We regularly review our credits for accuracy of risk grades whenever we receive new information. Borrowers are generally required to submit financial information at regular intervals. Typically, commercial borrowers with lines of credit are required to submit financial information with reporting intervals ranging from monthly to annually depending on credit size, risk and complexity. In addition, investor commercial real estate borrowers with loans exceeding a certain dollar threshold are usually required to submit rent rolls or property income statements annually. We monitor construction loans monthly. We review home equity and other consumer loans based on delinquency. We also review loans graded “Watch” or worse, regardless of loan type, no less than quarterly. The following table presents the loan portfolio by loan class, origination year and internal risk rating as of December 31, 2020. Generally, existing term loans that were re-underwritten are reflected in the table in the year of renewal. Lines of credit that have a conversion feature at the time of origination, such as construction to perm loans, are presented by year of origination. 73 Term Loans - Amortized Cost by Origination Year Revolving Loans Amortized Cost (in thousands) 2020 2019 2018 2017 2016 Prior Total Commercial and industrial: Pass $ 308,237 $ 22,589 $ 12,596 $ 4,508 $ 5,915 $ 34,282 $ 85,889 $ 474,016 Special Mention — 2,034 1,318 141 11 49 19,092 22,645 Substandard 1,747 — — — — — — 1,747 Total commercial and industrial $ 309,984 $ 24,623 $ 13,914 $ 4,649 $ 5,926 $ 34,331 $ 104,981 $ 498,408 Commercial real estate, owner-occupied: Pass $ 31,029 $ 27,581 $ 32,603 $ 43,843 $ 12,768 $ 101,014 $ — $ 248,838 Special Mention — — 11,764 17,062 7,343 6,601 — 42,770 Substandard 7,147 — — — 6,208 — — 13,355 Total commercial real estate, owner-occupied $ 38,176 $ 27,581 $ 44,367 $ 60,905 $ 26,319 $ 107,615 $ — $ 304,963 Commercial real estate, investor-owned: Pass $ 162,300 $ 144,751 $ 173,955 $ 100,842 $ 94,862 $ 253,611 $ 117 $ 930,438 Special Mention — 10,695 — 1,819 — 8,124 — 20,638 Substandard — 2,716 4,435 — 1,553 1,428 — 10,132 Total commercial real estate, investor-owned $ 162,300 $ 158,162 $ 178,390 $ 102,661 $ 96,415 $ 263,163 $ 117 $ 961,208 Construction: Pass $ 31,654 $ 30,150 $ 11,242 $ — $ — $ — $ — $ 73,046 Special Mention — — — — — — — — Substandard — — — — — — — — Total construction $ 31,654 $ 30,150 $ 11,242 $ — $ — $ — $ — $ 73,046 Home equity: Pass $ — $ — $ — $ — $ 128 $ 694 $ 102,614 $ 103,436 Special Mention — — — — — — 799 799 Substandard — — — — — 391 187 578 Total home equity $ — $ — $ — $ — $ 128 $ 1,085 $ 103,600 $ 104,813 Other residential: Pass $ 34,447 $ 31,079 $ 23,673 $ 10,574 $ 6,035 $ 17,587 $ — $ 123,395 Special Mention — — — — — — — — Substandard — — — — — — — — Total other residential $ 34,447 $ 31,079 $ 23,673 $ 10,574 $ 6,035 $ 17,587 $ — $ 123,395 Installment and other consumer: Pass $ 2,361 $ 4,382 $ 3,483 $ 1,543 $ 3,423 $ 4,921 $ 2,593 $ 22,706 Special Mention — — — — — — — — Substandard — — — 17 — — — 17 Total installment and other consumer $ 2,361 $ 4,382 $ 3,483 $ 1,560 $ 3,423 $ 4,921 $ 2,593 $ 22,723 Total loans: Pass $ 570,028 $ 260,532 $ 257,552 $ 161,310 $ 123,131 $ 412,109 $ 191,213 $ 1,975,875 Total Special Mention $ — $ 12,729 $ 13,082 $ 19,022 $ 7,354 $ 14,774 $ 19,891 $ 86,852 Total Substandard $ 8,894 $ 2,716 $ 4,435 $ 17 $ 7,761 $ 1,819 $ 187 $ 25,829 Totals $ 578,922 $ 275,977 $ 275,069 $ 180,349 $ 138,246 $ 428,702 $ 211,291 $ 2,088,556 The following table summarizes the amortized cost of loans by internally assigned risk grades and loan class at December 31, 2019. (in thousands) Commercial and industrial Commercial real estate, owner-occupied Commercial real estate, investor-owned Construction Home equity Other residential Installment and other consumer Total December 31, 2019 Pass $ 209,213 $ 264,766 $ 945,757 $ 61,095 $ 114,935 $ 136,657 $ 27,538 $ 1,759,961 Special Mention 37,065 35,016 560 — 750 — — 73,391 Substandard 409 9,042 — — 339 — 144 9,934 Total loans $ 246,687 $ 308,824 $ 946,317 $ 61,095 $ 116,024 $ 136,657 $ 27,682 $ 1,843,286 74 The following table shows the amortized cost of loans by class, payment aging and non-accrual status as of December 31, 2020 and 2019. Loan Aging Analysis by Class (in thousands) Commercial and industrial Commercial real estate, owner-occupied Commercial real estate, investor-owned Construction Home equity Other residential Installment and other consumer Total December 31, 2020 30-59 days past due $ — $ — $ 1,673 $ — $ 274 $ — $ 136 $ 2,083 60-89 days past due — — — — — — 622 622 90 days or more past due — — — — — — — — Total past due — — 1,673 — 274 — 758 2,705 Current 498,408 304,963 959,535 73,046 104,539 123,395 21,965 2,085,851 Total loans 1 $ 498,408 $ 304,963 $ 961,208 $ 73,046 $ 104,813 $ 123,395 $ 22,723 $ 2,088,556 Non-accrual loans 2 $ — $ 7,147 $ 1,610 $ — $ 459 $ — $ 17 $ 9,233 Non-accrual loans with no allowance $ — $ 7,147 $ 1,610 $ — $ 459 $ — $ 17 $ 9,233 December 31, 2019 30-59 days past due $ 1 $ — $ 1,001 $ — $ 279 $ — $ 7 $ 1,288 60-89 days past due — — — — 98 — 95 193 90 days or more past due — — — — 167 — — 167 Total past due 1 — 1,001 — 544 — 102 1,648 Current 246,686 308,824 945,316 61,095 115,480 136,657 27,580 1,841,638 Total loans 1 $ 246,687 $ 308,824 $ 946,317 $ 61,095 $ 116,024 $ 136,657 $ 27,682 $ 1,843,286 Non-accrual loans 2 $ — $ — $ — $ — $ 168 $ — $ 58 $ 226 Non-accrual loans with no allowance $ — $ — $ — $ — $ 168 $ — $ 58 $ 226 1 There were no loans past due more than ninety days accruing interest at December 31, 2020 or 2019. 2 None of the non-accrual loans as of December 31, 2020 or 2019 were earning interest on a cash basis. We recognized no interest income on non-accrual loans for the years ended December 31, 2020, 2019 or 2018. Accrued interest of $ 36 thousand was reversed from interest income for loans that were placed on non-accrual status during the year ended December 31, 2020. Collateral Dependent Loans The following table presents the amortized cost basis of individually analyzed collateral-dependent non-accrual loans by class at December 31, 2020. Amortized Cost by Collateral Type (in thousands) Commercial Real Estate Residential Real Estate Other Total Allowance for Credit Losses Commercial real estate, owner-occupied $ 7,147 $ — $ — $ 7,147 $ — Commercial real estate, investor-owned 1,610 — — 1,610 — Home equity — 459 — 459 — Installment and other consumer — — 17 17 — Total $ 8,757 $ 459 $ 17 $ 9,233 $ — No collateral-dependent loans were in process of foreclosure at December 31, 2020. In addition, the weighted average loan-to-value of collateral dependent loans was approximately 56 %. 75 Troubled Debt Restructuring The following table summarizes the amortized cost of TDR loans by loan class as of December 31, 2020 and 2019. December 31, (in thousands) 2020 2019 Commercial and industrial $ 1,021 $ 1,223 Commercial real estate, owner-occupied 7,147 6,998 Commercial real estate, investor-owned 3,305 1,770 Home equity 281 251 Other residential — 452 Installment and other consumer 752 639 Total 1 $ 12,506 $ 11,333 1 TDR loans on non-accrual status totaled $ 7.4 million at December 31, 2020 and $ 58 thousand at December 31, 2019. Unfunded commitments for TDR loans totaled $ 704 thousand as of December 31, 2020. There were no loans removed from TDR designation during 2020. After meeting all of the conditions specified in Note 1, there was one commercial loan with an amortized cost of $ 3 thousand removed from TDR designation during 2019, and one TIC loan and one home equity loan with amortized costs totaling $ 247 thousand removed from TDR designation during 2018. In accordance with section 4013 of the CARES Act, subsequently amended by section 541 of the Economic Aid Act, we elected to apply the temporary accounting relief provisions for loan modifications that met certain criteria, which would otherwise be designated as a TDR under existing GAAP. Since the onset of the pandemic, the Bank granted payment relief for 269 loans that included full payment deferral or interest-only payments on loan balances exceeding $ 402.9 million. Of these loans, 222 or $ 324.2 million have resumed normal payments and 18 loans or $ 7.7 million paid off. As of December 31, 2020, 21 borrowing relationships with 29 loans totaling $ 71.0 million had requested additional payment relief. We accrue and recognize interest income on loans under payment relief based on the original contractual interest rates. When payments resume at the end of the relief period, the payments will generally be applied to accrued interest due until accrued interest is fully paid. The following table presents information for loans modified in a TDR during the presented periods, including the number of modified contracts, the amortized cost of the loans prior to modification, and the amortized cost of the loans at period end after being restructured. The table excludes fully charged-off TDR loans and loans modified in a TDR and subsequently paid-off during the years presented, if applicable. (dollars in thousands) Number of Contracts Modified Pre-Modification Amortized Cost Post-Modification Amortized Cost Post-Modification Amortized Cost at Period End TDRs modified during 2020: Commercial and industrial 1 $ 170 $ 162 $ 96 Commercial real estate, investor-owned 1 1,553 1,553 1,553 Home equity 1 276 276 271 Installment and other consumer 2 204 204 201 Total 5 $ 2,203 $ 2,195 $ 2,121 TDRs modified during 2019: Commercial and industrial 1 $ 298 $ 298 $ 150 TDRs modified during 2018: Commercial and industrial 2 $ 254 $ 245 $ 172 The loans modified during 2020 reflected debt consolidation, interest rate concessions, and/or other loan term and payment modifications that did not meet the criteria specified by the CARES Act for temporary relief from TDR accounting. The loan modified during 2019 reflected a maturity extension and interest rate concession. The loans modified during 2018 were to the same borrower and included maturity extensions and other changes to loan terms. One consumer loan for $ 7 thousand, which was designated as a TDR during 2020, was subsequently charged-off in the fourth quarter. During 2020, 2019 and 2018, there were no other defaults on loans that had been modified in a TDR within the prior twelve-month period. We report defaulted TDRs based on a payment default definition of more than ninety days past due. 76 The following tables disclose activity in the allowance for credit losses. Allowance for Credit Losses Rollforward (in thousands) Commercial and industrial Commercial real estate, owner-occupied Commercial real estate, investor-owned Construction Home equity Other residential Installment and other consumer Unallocated Total Year ended December 31, 2020 Beginning balance $ 2,334 $ 2,462 $ 8,483 $ 638 $ 850 $ 973 $ 284 $ 653 $ 16,677 Provision - incurred loss method 208 673 3,141 219 188 287 122 612 5,450 (Charge-offs) ( 30 ) — — — — — — — ( 30 ) Recoveries 13 — — 3 — — — — 16 Balance at September 30, 2020 2,525 3,135 11,624 860 1,038 1,260 406 1,265 22,113 Impact of CECL adoption ( 278 ) 138 1,755 201 ( 361 ) ( 212 ) ( 125 ) 486 1,604 Post adoption balance at October 1, 2020 2,247 3,273 13,379 1,061 677 1,048 281 1,751 23,717 Provision (reversal) - CECL method 269 ( 495 ) ( 697 ) 496 61 ( 50 ) 11 ( 451 ) ( 856 ) (Charge-offs) — — — — — — ( 1 ) — ( 1 ) Recoveries 14 — — — — — — — 14 Ending balance $ 2,530 $ 2,778 $ 12,682 $ 1,557 $ 738 $ 998 $ 291 $ 1,300 $ 22,874 Year ended December 31, 2019 Beginning balance $ 2,436 $ 2,407 $ 7,703 $ 756 $ 915 $ 800 $ 310 $ 494 $ 15,821 Provision (reversal) - incurred loss method ( 49 ) 55 768 ( 118 ) ( 65 ) 173 ( 23 ) 159 900 (Charge-offs) ( 75 ) — — — — — ( 3 ) — ( 78 ) Recoveries 22 — 12 — — — — — 34 Ending balance $ 2,334 $ 2,462 $ 8,483 $ 638 $ 850 $ 973 $ 284 $ 653 $ 16,677 Year ended December 31, 2018 Beginning balance $ 3,654 $ 2,294 $ 6,475 $ 681 $ 1,031 $ 536 $ 378 $ 718 $ 15,767 Provision (reversal) - incurred loss method ( 1,232 ) 113 1,228 75 ( 116 ) 264 ( 108 ) ( 224 ) — (Charge-offs) ( 3 ) — — — — — ( 2 ) — ( 5 ) Recoveries 17 — — — — — 42 — 59 Ending balance $ 2,436 $ 2,407 $ 7,703 $ 756 $ 915 $ 800 $ 310 $ 494 $ 15,821 We adopted the CECL accounting standard on December 31, 2020, which was previously postponed under the optional accounting relief provisions of the CARES Act passed in March 2020 to the earlier of the end of the national emergency or December 31, 2020. During the first nine months of 2020, we applied the incurred loss method in determining the allowance for credit losses on loans ("ACL") and recorded a $ 5.5 million provision for credit losses. Upon adoption of the CECL standard, we increased the ACL by $ 748 thousand, which represented the difference between allowances calculated under the CECL method as of December 31, 2020 and the incurred loss method as of September 30, 2020. Refer to Note 1, Summary of Significant Accounting Policies, for additional information on the adoption of CECL. Pledged Loans Our FHLB line of credit is secured under terms of a blanket collateral agreement by a pledge of certain qualifying loans with unpaid principal balances of $ 1.165 billion and $ 1.133 billion at December 31, 2020 and 2019, respectively. In addition, we pledge eligible TIC loans, which totaled $ 113.6 million and $ 115.7 million at December 31, 2020 and 2019, respectively, to secure our borrowing capacity with the Federal Reserve Bank ("FRB"). For additional information , see Note 7, Borrowings. Related Party Loans The Bank has, and expects to have in the future, banking transactions in the ordinary course of its business with directors, officers, principal shareholders and their businesses or associates. These transactions, including loans, are granted on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with persons not related to us. Likewise, these transactions do not involve more than the normal risk of collectability or present other unfavorable features. 77 The following table shows changes in net loans to related parties for each of the three years ended December 31, 2020, 2019 and 2018. (in thousands) 2020 2019 2018 Balance at beginning of year $ 8,333 $ 10,635 $ 11,852 Additions — — 863 Repayments ( 1,910 ) ( 2,320 ) ( 2,080 ) Reclassified due to a change in borrower status — 18 — Balance at end of year $ 6,423 $ 8,333 $ 10,635 Undisbursed commitments to related parties totaled $ 9.1 million and $ 9.2 million as of December 31, 2020 and 2019, respectively. Note 4: Bank Premises and Equipment A summary of Bank premises and equipment follows: December 31, (in thousands) 2020 2019 Leasehold improvements $ 14,426 $ 15,287 Furniture and equipment 11,324 11,156 Subtotal 25,750 26,443 Accumulated depreciation and amortization ( 20,831 ) ( 20,373 ) Bank premises and equipment, net $ 4,919 $ 6,070 The amount of depreciation and amortization totaled $ 2.1 million, $ 2.2 million and $ 2.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. Note 5: Bank Owned Life Insurance We own life insurance policies on the lives of certain current and former officers designated by the Board of Directors to fund our employee benefit programs. Death benefits provided under the specific terms of these insurance policies are estimated to be $ 91.3 million at December 31, 2020. The benefits to employees' beneficiaries are limited to each employee's active service period. The investment in bank owned life insurance policies are reported in interest receivable and other assets at their cash surrender value, net of surrender charges, of $ 43.6 million and $ 41.6 million at December 31, 2020 and 2019, respectively. The cash surrender value includes both the original premiums paid for the life insurance policies and the accumulated accretion of policy income since inception of the policies, net of mortality costs and other fees. Income of $ 973 thousand, $ 1.2 million and $ 913 thousand was recognized on these life insurance policies in 2020, 2019 and 2018, respectively. We regularly monitor the financial information and credit ratings of our insurance carriers to ensure that they are credit worthy and comply with our policy. Note 6: Deposits A stratification of time deposits is presented in the following table: December 31, (in thousands) 2020 2019 Time deposits of less than $100 thousand $ 28,016 $ 29,931 Time deposits of $100 thousand to $250 thousand 38,773 39,377 Time deposits of more than $250 thousand 30,644 28,502 Total time deposits $ 97,433 $ 97,810 78 Interest on time deposits was $ 554 thousand, $ 595 thousand and $ 542 thousand in 2020, 2019 and 2018, respectively. Scheduled maturities of time deposits at December 31, 2020 are presented as follows: (in thousands) 2021 2022 2023 2024 2025 Thereafter Total Scheduled time deposit maturities $ 71,852 $ 9,552 $ 6,382 $ 4,045 $ 5,602 $ — $ 97,433 As of December 31, 2020, $ 131.1 million in securities were pledged as collateral for our local agency deposits. Our deposit portfolio includes deposits offered through the Promontory Interfinancial Network that are comprised of Certificate of Deposit Account Registry Service ® ("CDARS") balances included in time deposits and Insured Cash Sweep ® ("ICS") balances included in money market deposits. In addition, we offer deposits through Reich & Tang Deposit Networks, LLC, comprised of Demand Deposit Marketplace SM ("DDM") balances. Through these two networks we are able to offer our customers access to FDIC-insured deposit products in aggregate amounts exceeding current insurance limits. When we place funds through CDARS, ICS and DDM, on behalf of a customer, we have the option of receiving matching deposits through the network's reciprocal deposit program, or placing deposits "one-way" for which we receive no matching deposits. We consider the reciprocal deposits to be in-market deposits as distinguished from traditional out-of-market brokered deposits. The following table shows the composition of our network deposits at December 31, 2020 and 2019. (in thousands) December 31, 2020 December 31, 2019 Reciprocal 1 One-Way 1 Reciprocal 1 One-Way 1 CDARS $ 7,622 $ 2,434 $ 5,011 $ 7,453 ICS — 110,929 56,681 27,220 DDM 30,544 60,000 41,636 — Total network deposits $ 38,166 $ 173,363 $ 103,328 $ 34,673 1 Reciprocal deposits are on-balance-sheet while one-way deposits are off-balance-sheet. The aggregate amount of deposit overdrafts that have been reclassified as loan balances was $ 219 thousand and $ 155 thousand at December 31, 2020 and 2019, respectively. The Bank accepts deposits from shareholders, board of directors and employees in the normal course of business, and the terms are comparable to those with non-affiliated parties. The total deposits from board directors and their businesses, and executive officers were $ 28.1 million and $ 39.6 million at December 31, 2020 and 2019, respectively. Note 7: Borrowings and Other Obligations Federal Funds Purchased – The Bank had unsecured lines of credit with correspondent banks for overnight borrowings totaling $ 135.0 million and $ 92.0 million at December 31, 2020 and 2019, respectively. In general, interest rates on these lines approximate the federal funds target rate. We had no overnight borrowings under these credit facilities at December 31, 2020 and 2019. Federal Home Loan Bank Borrowings – As of December 31, 2020 and 2019, the Bank had lines of credit with the FHLB totaling $ 642.5 million and $ 648.0 million, respectively, based on eligible collateral of certain loans. There were no FHLB overnight borrowings at December 31, 2020 and 2019. Federal Reserve Line of Credit – The Bank has a line of credit with the FRBSF secured by certain residential loans. At December 31, 2020 and 2019, the Bank had borrowing capacity under this line totaling $ 78.7 million and $ 80.3 million, respectively, and had no outstanding borrowings with the FRBSF. Subordinated Debentures - As part of an acquisition, Bancorp assumed two subordinated debentures due to NorCal Community Bancorp Trusts I and II, established for the sole purpose of issuing trust preferred securities. The trust preferred securities were sold and issued in private transactions pursuant to an exemption from registration under the Securities Act of 1933, as amended. On October 7, 2018, Bancorp redeemed in full the 79 subordinated debenture due to NorCal Community Bancorp Trust I, resulting in $ 916 thousand of accelerated accretion. The Trust II subordinated debenture was recorded at fair value totaling $ 2.14 million at acquisition date with a contractual balance of $ 4.12 million. The difference between the contractual balance and the fair value at acquisition date is accreted into interest expense over the life of the debenture. Accretion on the subordinated debentures totaled $ 69 thousand, $ 68 thousand (Trust II) and $ 1.0 million (Trusts I and II) for the years ended December 31, 2020, 2019 and 2018, respectively. Bancorp has guaranteed, on a subordinated basis, distributions and other payments due on trust preferred securities totaling $ 4.0 million issued by Trust II, which have identical maturity, repricing and payment terms as the subordinated debenture. The subordinated debenture due to Trust II on March 15, 2036 with interest payable quarterly (repricing quarterly, based on 3-month LIBOR plus 1.40 %, or 1.62 % as of December 31, 2020) is redeemable in whole or in part on any interest payment date. On March 15, 2021, we early redeemed the $ 2.8 million subordinated debenture due to Trust II, which carried an average interest rate of 5.68 % in 2020. The redemption consisted of $ 4.1 million principal balance, accrued interest, and $ 1.3 million in accelerated purchase discount accretion. Other Obligations - The Bank leases certain equipment under finance leases, which are included in borrowings and other obligations in the consolidated statements of condition. Refer to Note 12, Commitments and Contingencies, for additional information. Borrowings and other obligations at and for the years ended December 31, 2020, 2019 and 2018 are summarized as follows: 2020 2019 2018 (dollars in thousands) Carrying Value Average Balance Average Rate Carrying Value Average Balance Average Rate Carrying Value Average Balance Average Rate FHLB overnight borrowings $ — $ 42 0.75 % $ — $ 2,656 2.55 % $ 7,000 $ 105 2.03 % Other obligations (finance leases) $ 58 $ 132 2.62 % $ 212 $ 279 2.85 % $ — $ — — % Subordinated debentures 1 $ 2,777 $ 2,741 5.68 % $ 2,708 $ 2,673 8.44 % $ 2,640 $ 5,025 26.29 % 1 Subordinated debentures average rate in 2018 included the impact of the $ 916 thousand accelerated accretion due to early redemption of the subordinated debenture due to NorCal Community Bancorp Trust I. Note 8: Stockholders' Equity and Stock Plans Stock Split On October 22, 2018, Bancorp announced a two -for-one stock split, which occurred on November 27, 2018. All share and per share data have been adjusted to reflect the stock split effective November 27, 2018. Share-Based Awards On May 12, 2020, our shareholders approved the 2020 Director Stock Plan, replacing and superseding the 2010 Director Stock Plan (collectively "the Plan"). The Plan provides for the payment of director fees in common shares of Bancorp's common stock and a way for directors to purchase shares at fair market value. Common shares issued under the Plan shall not exceed an aggregate of 250,000 shares, which includes 205,253 shares rolled over from the 2010 Plan. During 2020, 2019 and 2018 we issued 5,723 , 5,544 and 5,470 shares of common stock, respectively, for director fees. As of December 31, 2020, 246,141 shares were available for future director fees and purchases. The 2017 Employee Stock Purchase Plan ("ESPP") gives our employees an opportunity to purchase Bancorp's common shares through payroll deductions of between one percent and fifteen percent of their pay in each pay period. Shares are purchased quarterly at a five percent discount from the closing market price on the last day of the quarter. As of December 31, 2020 , 380,123 shares were available for future purchases under the ESPP. Under the 2017 Equity Plan, the Compensation Committee of the Board of Directors has the discretion to determine, among other things, which employees, advisors and non-employee directors will receive share-based awards, the number and timing of awards, the vesting schedule for each award, and the type of award to be 80 granted. As of December 31, 2020, there were 940,918 shares available for future grants to employees, advisors and non-employee directors. Options are issued at an exercise price equal to the fair value of the stock at the date of grant. Options granted to officers and employees generally vest by one-third on each anniversary of the grant for three years and expire ten years from the grant date. Options granted to non-employee directors vest immediately and expire ten years from the grant date. Stock options and restricted stock may be net settled in a cashless exercise by a reduction in the number of shares otherwise deliverable upon exercise or vesting in satisfaction of the exercise payment and/or applicable tax withholding requirements. Shares withheld under net settlement arrangements are available for future grants. The table below depicts the total number of shares, amount, and weighted average price withheld for cashless exercises in each of the respective years. 2020 2019 2018 Number of shares withheld 10,001 7,795 46,794 Total amount withheld (in thousands) $ 398 $ 326 $ 1,698 Weighted-average price $ 39.83 $ 41.84 $ 36.28 Performance-based stock awards (restricted stock) are issued to a selected group of employees under the 2017 Equity Plan. Stock award vesting is contingent upon the achievement of pre-established long-term performance goals set by the Compensation Committee of the Board of Directors. Performance is measured over a three-year period and cliff vested. These performance-based stock awards were granted at a maximum opportunity level, and based on the achievement of the pre-established goals, the actual payouts can range from 0 % to 200 % of the target award. For performance-based stock awards, an estimate is made of the number of shares expected to vest based on the probability that the performance criteria will be achieved to determine the amount of compensation expense to be recognized. The estimate is re-evaluated quarterly and total compensation expense is adjusted for any change in the current period. A summary of stock option activity for the years ended December 31, 2020, 2019, and 2018 is presented in the following table. The intrinsic value of options outstanding and exercisable is calculated as the number of in-the-money options times the difference between the market price of our stock and the exercise prices of the in-the-money options as of each year-end period presented. Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted Average Grant-Date Fair Value Weighted Average Remaining Contractual Term (in years) Options outstanding at December 31, 2017 517,936 $ 20.42 $ 7,075 5.34 Granted 74,096 33.97 $ 7.17 Cancelled, expired or forfeited ( 9,140 ) 28.25 Exercised ( 157,192 ) 13.93 3,462 Options outstanding at December 31, 2018 425,700 25.01 6,910 5.85 Exercisable (vested) at December 31, 2018 311,050 22.57 5,809 4.94 Options outstanding at December 31, 2018 425,700 25.01 6,910 5.85 Granted 53,370 44.01 9.37 Cancelled, expired or forfeited ( 13,580 ) 38.88 Exercised ( 48,108 ) 16.11 1,247 Options outstanding at December 31, 2019 417,382 28.01 7,112 5.50 Exercisable (vested) at December 31, 2019 333,870 25.34 6,581 4.76 Options outstanding at December 31, 2019 417,382 28.01 7,112 5.50 Granted 44,632 39.18 6.84 Cancelled, expired or forfeited ( 17,222 ) 40.31 Exercised ( 73,208 ) 22.26 1,370 Options outstanding at December 31, 2020 371,584 29.92 2,262 5.12 Exercisable (vested) at December 31, 2020 315,377 28.05 2,254 4.53 81 The following table summarizes non-vested restricted stock awards and changes during the years ended December 31, 2020, 2019, and 2018. Number of Shares Weighted Average Grant-Date Fair Value Non-vested awards at December 31, 2017 91,216 $ 28.16 Granted 37,040 33.58 Vested ( 28,812 ) 26.06 Cancelled or forfeited ( 12,056 ) 27.32 Non-vested awards at December 31, 2018 87,388 31.26 Granted 29,110 44.45 Vested ( 28,099 ) 27.88 Cancelled or forfeited ( 18,333 ) 32.34 Non-vested awards at December 31, 2019 70,066 37.81 Granted 29,100 40.10 Vested ( 23,524 ) 36.35 Cancelled or forfeited ( 14,314 ) 37.63 Non-vested awards at December 31, 2020 61,328 39.50 A summary of the options outstanding and exercisable by price range as of December 31, 2020 is presented in the following table: Stock Options Outstanding as of December 31, 2020 Stock Options Exercisable as of December 31, 2020 Range of Exercise Prices Stock Options Outstanding Remaining Contractual Life (in years) Weighted Average Exercise Price Stock Options Exercisable Weighted Average Exercise Price $ 10.01 - $ 20.00 48,962 1.3 $ 19.24 48,962 $ 19.24 $ 20.01 - $ 30.00 138,394 3.6 $ 23.92 138,394 $ 23.92 $ 30.01 - $ 40.00 108,818 6.5 $ 33.75 97,960 $ 33.77 $ 40.01 - $ 50.00 75,410 8.4 $ 42.33 30,061 $ 42.84 371,584 315,377 We determine the fair value of stock options at the grant date using the Black-Scholes pricing model that takes into account the stock price at the grant date, exercise price, and the following assumptions (weighted-average shown). Years ended December 31, 2020 2019 2018 Risk-free interest rate 0.91 % 2.51 % 2.60 % Expected dividend yield on common stock 2.38 % 1.75 % 1.76 % Expected life in years 6.1 5.8 5.9 Expected price volatility 24.43 % 22.71 % 22.47 % The fair value of stock options as of the grant date is recorded as stock-based compensation expense in the consolidated statements of comprehensive income over the requisite service period, which is generally the vesting period, with a corresponding increase in common stock. Stock-based compensation also includes compensation expense related to the issuance of restricted stock awards. The grant-date fair value of the restricted stock awards, which equals the grant date price, is recorded as compensation expense over the requisite service period with a corresponding increase in common stock as the shares vest. Beginning in 2018, stock option and restricted stock awards issued include a retirement eligibility clause whereby the requisite service period is satisfied at the retirement eligibility date. For those awards, we accelerate the recording of stock-based compensation when the award holder is eligible to retire. However, retirement eligibility does not affect the vesting of restricted stock or the exercisability of the stock options, which are based on the scheduled vesting period. Total compensation expense for stock options and restricted stock awards was $ 1.2 million, $ 1.5 million, and $ 1.7 million during 2020, 2019, and 2018, respectively, and the total recognized deferred tax benefits related thereto were $ 341 thousand, $ 389 thousand, and $ 404 thousand, respectively. 82 As of December 31, 2020, there was $ 652 thousand of total unrecognized compensation expense related to non-vested stock options and restricted stock awards, which is expected to be recognized over a weighted-average period of approximately 1.7 years. The total grant-date fair value of stock options vested during the years ended December 31, 2020, 2019, and 2018 was $ 484 thousand, $ 473 thousand, and $ 543 thousand, respectively. The total grant-date fair value of restricted stock awards vested was $ 1.2 million during both 2020 and 2019, and $ 967 thousand during 2018. We record excess tax benefits (deficiencies) resulting from the exercise of non-qualified stock options, the disqualifying disposition of incentive stock options and vesting of restricted stock awards as income tax benefits (expense) in the consolidated statements of comprehensive income with a corresponding decrease (increase) to current taxes payable. In 2020, 2019, and 2018 we recognized $ 120 thousand, $ 145 thousand, and $ 484 thousand, respectively, in excess tax benefits recorded as a reduction to income tax expense related to these types of transactions. The tax benefits realized from disqualifying dispositions of incentive stock options were recognized in tax expense to the extent of the book compensation cost recorded. Dividends Presented below is a summary of cash dividends paid in 2020, 2019 and 2018 to common shareholders, recorded as a reduction from retained earnings. On January 22, 2021, the Board of Directors declared a $ 0.23 per share cash dividend, paid February 12, 2021 to the shareholders of record at the close of business on February 5, 2021. Years ended December 31, (in thousands except per share data) 2020 2019 2018 Cash dividends to common stockholders $ 12,506 $ 10,958 $ 8,860 Cash dividends per common share $ 0.92 $ 0.80 $ 0.64 The holders of unvested restricted stock awards are entitled to dividends on the same per-share ratio as holders of common stock. Tax benefits for dividends paid on unvested restricted stock awards are recorded as tax benefits in the consolidated statements of comprehensive income with a corresponding decrease to current taxes payable. Dividends on forfeited awards are included in stock-based compensation expense. Under the California Corporations Code, payment of dividends by Bancorp to its shareholders is restricted to the amount of retained earnings immediately prior to the distribution or the amount of assets that exceeds the total liabilities immediately after the distribution. As of December 31, 2020, Bancorp's retained earnings and amount of total assets that exceeds total liabilities were $ 219.7 million and $ 358.3 million, respectively. Under the California Financial Code, payment of dividends by the Bank to Bancorp is restricted to the lesser of retained earnings or the amount of undistributed net profits of the Bank from the three most recent fiscal years. Under this restriction, approximately $ 30.6 million of the Bank's retained earnings balance was available for payment of dividends to Bancorp as of December 31, 2020. Bancorp held $ 5.3 million in cash at December 31, 2020. This cash, combined with the $ 30.6 million dividends available to be distributed from the Bank, is considered adequate to cover Bancorp's estimated operational needs, cash dividends to shareholders in 2021, and the Share Repurchase Program discussed below. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income We adopted ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, in the first quarter of 2018 and reclassified $ 638 thousand from AOCI to retained earnings. This amount represented the stranded income tax effects related to the unrealized loss on available-for-sale securities in AOCI on the date of the enactment of the Tax Cuts and Jobs Act of 2017. Preferred Stock and Shareholder Rights Plan On July 6, 2017, Bancorp adopted a new shareholder rights agreement (“Rights Agreement”), which replaced the existing Rights Agreement that expired on July 23, 2017. The Rights Agreement, which expires on July 23, 2022, is designed to discourage takeovers that involve abusive tactics or do not provide fair value to shareholders. The 83 Rights Agreement defines the percentage of share ownership of an "acquiring person" as 10 % of the outstanding common shares. Currently, each right entitles the registered holder to purchase from Bancorp one two-hundredth of a share of Series A Junior Participating Preferred Stock, no par value, of Bancorp at an initial price of $90 per one one-hundredth of a preferred share, subject to adjustment upon the occurrence of certain events. As of December 31, 2020, Bancorp was authorized to issue five million shares of preferred stock with no par value, one million shares of which have been designated as Series A Junior Participating Preferred Stock, with no par value under the Rights Agreement. In the event of a proposed merger, tender offer or other attempt to gain control of Bancorp that the Board of Directors does not approve, the Board of Directors may authorize the issuance of shares of common or preferred stock that would impede the completion of such a transaction. An effect of the possible issuance of common or preferred stock, therefore, may be to deter a future takeover attempt. The Board of Directors has no present plans or understandings for the issuance of any common or preferred stock in connection with the Rights Agreement. Share Repurchase Program On April 23, 2018, Bancorp announced that its Board of Directors approved a Share Repurchase Program under which Bancorp may repurchase up to $ 25.0 million of its outstanding common stock through May 1, 2019. Bancorp's Board of Directors subsequently extended the Share Repurchase Program through February 28, 2020. After expiration of this Share Repurchase Program, our new Share Repurchase Program began on March 1, 2020. The new program was approved on January 24, 2020 by Bancorp Board of Directors, allowing Bancorp to repurchase up to $ 25.0 million of its outstanding common stock through February 28, 2022. The new share repurchase program, which began on March 1, 2020, was suspended by the Board of Directors on March 20, 2020 in response to the COVID-19 pandemic. The program was reactivated by the Board of Directors on October 23, 2020. Under the Share Repurchase Program, Bancorp may purchase shares of its common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions. The number of shares repurchased and the timing, manner, price and amount of any repurchases will be determined at Bancorp's discretion. Factors include, but are not limited to, stock price, trading volume and general market conditions, along with Bancorp’s general business conditions. The program may be suspended or discontinued at any time and does not obligate Bancorp to acquire any specific number of shares of its common stock. As part of the Share Repurchase Program, Bancorp entered into a trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The 10b5-1 trading plan permits common stock to be repurchased at times that might otherwise be prohibited under insider trading laws or self-imposed trading restrictions. The 10b5-1 trading plan is administered by an independent broker and is subject to price, market volume and timing restrictions. Shares repurchased pursuant to our common stock share repurchase programs during 2020, 2019, and 2018, were as follows. (dollars in millions) 2020 1 2019 2018 Cumulative Totals Total number of common shares repurchased 203,709 356,000 171,217 730,926 Total purchase price of common shares repurchased 2 $ 7.2 $ 15.0 $ 7.0 $ 29.2 1 On February 28, 2020, the 2018 Share Repurchase Program expired with approximately $ 1.5 million remaining from the $ 25.0 million authorized for repurchases. 2 Total purchase price includes commission costs. Note 9: Fair Value of Assets and Liabilities Fair Value Hierarchy and Fair Value Measurement We group our assets and liabilities that are measured at fair value into three levels within the fair value hierarchy, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are: Level 1: Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. 84 Level 2: Valuations are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations for which all significant assumptions are observable or can be corroborated by observable market data. Level 3: Valuations are based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Values are determined using pricing models and discounted cash flow models and may include significant management judgment and estimation. Transfers between levels of the fair value hierarchy are recognized through our monthly and/or quarterly valuation process in the reporting period during which the event or circumstances that caused the transfer occurred. No such transfers occurred in the years presented. The following table summarizes our assets and liabilities that were required to be recorded at fair value on a recurring basis. (in thousands) Description of Financial Instruments Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Measurement Categories: Changes in Fair Value Recorded In 1 December 31, 2020 Securities available for sale: Mortgage-backed securities and collateralized mortgage obligations issued by U.S. government-sponsored agencies $ 228,651 $ — $ 228,651 $ — OCI SBA-backed securities $ 32,862 $ — $ 36,286 $ — OCI Debentures of government sponsored agencies $ 20,186 $ — $ 20,186 $ — OCI Obligations of state and political subdivisions $ 110,652 $ — $ 110,652 $ — OCI Derivative financial liabilities (interest rate contracts) $ 1,912 $ — $ 1,912 $ — NI December 31, 2019 Securities available for sale: Mortgage-backed securities and collateralized mortgage obligations issued by U.S. government-sponsored agencies $ 278,144 $ — $ 278,144 $ — OCI SBA-backed securities $ 36,286 $ — $ 36,286 $ — OCI Debentures of government sponsored agencies $ 49,046 $ — $ 49,046 $ — OCI Obligations of state and political subdivisions $ 67,282 $ — $ 67,282 $ — OCI Corporate bonds $ 1,502 $ — $ 1,502 $ — OCI Derivative financial liabilities (interest rate contracts) $ 1,178 $ — $ 1,178 $ — NI 1 Other comprehensive income ("OCI") or net income ("NI"). Available-for-sale securities are recorded at fair value on a recurring basis. When available, quoted market prices (Level 1) are used to determine the fair value of available-for-sale securities. If quoted market prices are not available, we obtain pricing information from a reputable third-party service provider, who may utilize valuation techniques that use current market-based or independently sourced parameters, such as bid/ask prices, dealer-quoted prices, interest rates, benchmark yield curves, prepayment speeds, probability of default, loss severity and credit spreads (Level 2). Level 2 securities include obligations of state and political subdivisions, U.S. agencies or government-sponsored agencies' debt securities, mortgage-backed securities, government agency-issued, privately-issued collateralized mortgage obligations and corporate bonds. As of December 31, 2020 and 2019, there were no Level 1 or Level 3 securities. Held-to-maturity securities may be written down to fair value as a result of an other-than-temporary impairment, and we did not record any write-downs during 2020 or 2019. Fair value of held-to-maturity securities is determined using the same techniques discussed above for available-for-sale securities. 85 On a recurring basis, derivative financial instruments are recorded at fair value, which is based on the income approach using observable Level 2 market inputs, reflecting market expectations of future interest rates as of the measurement date. Standard valuation techniques are used to calculate the present value of the future expected cash flows assuming an orderly transaction. Valuation adjustments may be made to reflect both our own credit risk and the counterparties’ credit risk in determining the fair value of the derivatives. Level 2 inputs for the valuations are limited to observable market prices for London Interbank Offered Rate (“LIBOR”) and Overnight Index Swap ("OIS") rates (for the very short term), quoted prices for LIBOR futures contracts, observable market prices for LIBOR and OIS swap rates, and one-month and three-month LIBOR basis spreads at commonly quoted intervals. Mid-market pricing of the inputs is used as a practical expedient in the fair value measurements. We project spot rates at reset days specified by each swap contract to determine future cash flows, then discount to present value using OIS curves as of the measurement date. When the value of any collateral placed with counterparties is less than the interest rate derivative liability, a credit valuation adjustment ("CVA") is applied to reflect the credit risk we pose to counterparties. We have used the spread between the Standard & Poor's BBB rated U.S. Bank Composite rate and LIBOR for the closest maturity term corresponding to the duration of the swaps to derive the CVA. A similar credit risk adjustment, correlated to the credit standing of the counterparty, is made when collateral posted by the counterparty does not fully cover their liability to the Bank. For further discussion on our methodology in valuing our derivative financial instruments, refer to Note 14, Derivative Financial Instruments and Hedging Activities. Certain financial assets may be measured at fair value on a non-recurring basis. These assets are subject to fair value adjustments that result from the application of the lower of cost or fair value accounting or write-downs of individual assets, such as impaired loans that are collateral dependent and other real estate owned ("OREO"). As of December 31, 2020 and 2019, we did not carry any assets measured at fair value on a non-recurring basis. Disclosures about Fair Value of Financial Instruments The table below is a summary of fair value estimates for financial instruments as of December 31, 2020 and 2019, excluding financial instruments recorded at fair value on a recurring basis (summarized in the first table in this note). The carrying amounts in the following table are recorded in the consolidated statements of condition under the indicated captions. Further, we have not disclosed the fair value of financial instruments specifically excluded from disclosure requirements such as BOLI and non-maturity deposit liabilities. Additionally, we held shares of FHLB stock and Visa Inc. Class B common stock, both recorded at cost, as there was no impairment or changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer as of December 31, 2020 and 2019. See further discussion on values within Note 2, Investment Securities , above. December 31, 2020 December 31, 2019 (in thousands) Carrying Amounts Fair Value Fair Value Hierarchy Carrying Amounts Fair Value Fair Value Hierarchy Financial assets (recorded at amortized cost) Cash and cash equivalents $ 200,320 $ 200,320 Level 1 $ 183,388 $ 183,388 Level 1 Investment securities held-to-maturity 109,036 115,185 Level 2 137,413 139,642 Level 2 Loans, net 2,065,682 2,089,192 Level 3 1,826,609 1,839,666 Level 3 Interest receivable 10,922 10,922 Level 2 7,732 7,732 Level 2 Financial liabilities (recorded at amortized cost) Time deposits 97,433 97,769 Level 2 97,810 97,859 Level 2 Subordinated debenture 2,777 3,115 Level 3 2,708 3,182 Level 3 Interest payable 97 97 Level 2 134 134 Level 2 Commitments - The value of unrecognized financial instruments is estimated based on the fee income associated with the commitments which, in the absence of credit exposure, is considered to approximate their settlement value. The fair value of commitment fees was not material as of December 31, 2020 and 2019. 86 Note 10: Benefit Plans Deferred Compensation Plan We established a Deferred Compensation Plan which allows certain key management personnel designated by the Board of Directors of the Bank to defer up to 80 % of their salary and 100 % of their annual bonus. Amounts deferred earn interest that is equal to the prime rate as published in the Wall Street Journal, on the first business day of the year, which was 4.75 % on January 1, 2020 and 5.50 % on January 1, 2019. Our deferred compensation obligation totaled $ 4.7 million and $ 4.4 million at December 31, 2020 and 2019, respectively, and is included in interest payable and other liabilities. A similar Deferred Director Fee Plan, which allows members of the Board of Directors to defer the cash portion of their director compensation, went into effect on January 1, 2021, and the first deferral of their fees will be in July 2021. 401(k) Defined Contribution Plan Our 401(k) Defined Contribution Plan, which includes a Roth 401(k) option (the “401(k) Plan”), is available to all regular employees at least eighteen years of age who complete ninety days of service, and enter the plan during one of the four open enrollment dates (January 1, April 1, July 1, and October 1) of each year. Under the 401(k) Plan, employees can defer between 1 % and 50 % of their eligible compensation, up to the maximum amount allowed by the Internal Revenue Code. The Bank provides employer-match of 70 % of each participant's contribution, with a maximum of $ 5 thousand of matching contribution per participant per year. Employer matching contributions to the 401(k) Plan vest at a rate of 20 % per year over five years , per plan provisions. Employer contributions totaled $ 929 thousand, $ 874 thousand and $ 851 thousand for the years ended December 31, 2020, 2019 and 2018, respectively and are recorded as part of salaries and benefits expense. Employee Stock Ownership Plan Our Employee Stock Ownership Plan (the “Plan”) is also available to all employees under the same eligibility criteria of the 401(k) Plan, while employee contribution is not permitted. The Board of Directors determines a specific portion of the Bank's profits to be contributed to the employee stock ownership each year either in common stock or in cash for the purchase of Bancorp stock to be allocated to all eligible employees based on a percentage of their salaries, regardless of whether an employee is participating in the 401(k) plan or not. For all participants, employer contributions vest over a five year service period, per plan provisions. After five years of service, all employer contributions vest immediately. Bancorp issued shares of common stock, contributed them to the ESOP and recognized expenses of $ 1.3 million in 2020 and $ 1.2 million in both 2019 and 2018, based on the quoted market price on the date of contribution. Cash dividends paid on Bancorp stock held by the ESOP are used to purchase additional shares in the open market. All shares of Bancorp stock held by the ESOP are included in the calculations of basic and diluted earnings per share. The employer contributions to the ESOP are included in salaries and benefits expense. Salary Continuation Plan A Salary Continuation Plan was established for a select group of executive management, who, upon retirement, will receive twenty-five percent of their estimated salary at retirement as salary continuation benefit payments that are fixed and will be made between seven to fifteen years , depending on the executives' service period at the Bank. Each participant will need to participate in this plan for five years before vesting begins. After five years , the participant will vest ratably in the benefit over the remaining period until age 65 . This Plan is unfunded and nonqualified for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974. As part of the acquisition of Bank of Napa in November 2017, we assumed the salary continuation agreements for four former executive officers of Bank of Napa, under which, fixed annual retirement benefit payments will be made for ten years beginning the first day of the month following the executive reaching the age of 65. At December 31, 2020 and 2019, respectively, our liability under the Salary Continuation Plan was $ 3.2 million and $ 3.0 million recorded in interest payable and other liabilities. 87 Note 11: Income Taxes The current and deferred components of the income tax provision for each of the three years ended December 31 are as follows: (in thousands) 2020 2019 2018 Current tax provision Federal $ 7,108 $ 7,838 $ 7,289 State 4,895 5,183 4,722 Total current tax provision 12,003 13,021 12,011 Deferred tax benefit Federal ( 964 ) ( 907 ) ( 898 ) State ( 694 ) ( 461 ) ( 318 ) Total deferred tax provision ( 1,658 ) ( 1,368 ) ( 1,216 ) Total income tax provision $ 10,345 $ 11,653 $ 10,795 The following table shows the tax effect of our cumulative temporary differences as of December 31: (in thousands) 2020 2019 Deferred tax assets: Operating and finance lease liabilities $ 8,018 $ 3,792 Allowance for credit losses on loans and unfunded loan commitments 7,584 5,252 Deferred compensation plan and salary continuation plan 2,343 2,188 Net operating loss carryforwards 1,660 1,914 Accrued but unpaid expenses 1,103 1,067 State franchise tax 1,017 1,015 Stock-based compensation 658 623 Depreciation and disposals on premises and equipment 635 562 Fair value adjustment on acquired loans 254 299 Interest received on non-accrual loans 23 12 Other 100 154 Total gross deferred tax assets 23,395 16,878 Deferred tax liabilities: Operating and finance lease right-of-use assets ( 7,589 ) ( 3,314 ) Net unrealized gains on securities available-for-sale ( 5,237 ) ( 1,738 ) Deferred loan origination costs and fees ( 1,945 ) ( 1,619 ) Core deposit intangible assets ( 1,133 ) ( 1,385 ) Unaccreted discount on subordinated debenture ( 398 ) ( 418 ) Accretion on investment securities ( 33 ) ( 70 ) Other ( 132 ) ( 172 ) Total gross deferred tax liabilities ( 16,467 ) ( 8,716 ) Net deferred tax assets $ 6,928 $ 8,162 As of December 31, 2020, federal and California net operating loss carryforwards ("NOLs") of $ 1.5 million and $ 15.7 million, respectively, corresponded to the total $ 1.7 million deferred tax asset above. If not fully utilized, the federal NOLs will begin to expire in 2031, and the California NOLs will begin to expire in 2029. Based upon the level of historical taxable income and projections for future taxable income over the periods during which the deferred tax assets are expected to be deductible, management believes it is more likely than not we will realize the benefit of the remaining deferred tax assets. Accordingly, no valuation allowance has been established as of December 31, 2020 or 2019. 88 The effective tax rate for 2020, 2019 and 2018 differs from the current federal statutory income tax rate as follows: 2020 2019 2018 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % Increase (decrease) due to: California franchise tax, net of federal tax benefit 8.1 % 8.2 % 8.0 % Tax exempt interest on municipal securities and loans ( 2.4 ) % ( 1.8 ) % ( 2.4 ) % Tax exempt earnings on bank owned life insurance ( 0.5 ) % ( 0.6 ) % ( 0.4 ) % Low income housing and qualified zone academy bond tax credits ( 0.5 ) % ( 0.4 ) % ( 0.5 ) % Stock-based compensation and excess tax benefits ( 0.2 ) % ( 0.1 ) % ( 0.6 ) % Other — % ( 0.9 ) % ( 0.2 ) % Effective Tax Rate 25.5 % 25.4 % 24.9 % Bancorp and the Bank have entered into a tax allocation agreement, which provides that income taxes shall be allocated between the parties on a separate entity basis. The intent of this agreement is that each member of the consolidated group will incur no greater tax liability than it would have incurred on a stand-alone basis. We file a consolidated return in the U.S. federal tax jurisdiction and a combined return in the State of California tax jurisdiction. There were no ongoing federal or state income tax examinations at the issuance of this report. We are no longer subject to examinations by tax authorities for years before 2017 for federal income tax and before 2016 for California. At December 31, 2020 and 2019, there were no unrecognized tax benefits, and neither the Bank nor Bancorp had accruals for interest and penalties related to unrecognized tax benefits. Note 12: Commitments and Contingencies Leases We lease premises under long-term non-cancelable operating leases with remaining terms of approximately 6 months to 12 years, most of which include escalation clauses and one or more options to extend the lease term, and some of which contain lease termination clauses. Lease terms may include certain renewal options that were considered reasonably certain to be exercised. We lease certain equipment under finance leases with initial terms of 3 years to 5 years. The equipment finance leases do not contain renewal options, bargain purchase options or residual value guarantees. The following table shows the balances of operating and finance lease right-of-use assets and lease liabilities as of December 31, 2020 and 2019. (in thousands) December 31, 2020 December 31, 2019 Operating leases: Operating lease right-of-use assets $ 25,612 $ 11,002 Operating lease liabilities $ 27,062 $ 12,615 Finance leases: Finance lease right-of-use assets $ 365 $ 379 Accumulated amortization ( 307 ) ( 170 ) Finance lease right-of-use assets, net 1 $ 58 $ 209 Finance lease liabilities 2 $ 58 $ 212 1 Included in premises and equipment in the consolidated statements of condition. 2 Included in borrowings and other obligations in the consolidated statements of condition. 89 The following table shows supplemental disclosures of noncash investing and financing activities for the years ended December 31, 2020 and 2019. (in thousands) 2020 2019 Right-of-use assets obtained in exchange for operating lease liabilities $ 18,633 $ 1,661 Right-of-use assets obtained in exchange for finance lease liabilities $ 18 $ 31 Reclassification of deferred rent and unamortized lease incentives from other liabilities to operating lease right-of-use assets upon adoption of ASC 842 $ — $ 1,967 There were no lease-related noncash investing and financing activities for the year ended December 31, 2018. The following table shows components of operating and finance lease cost for the years ended December 31, 2020 and 2019. (in thousands) 2020 2019 Operating lease cost 1 $ 4,498 $ 4,144 Variable lease cost 5 — Total operating lease cost $ 4,503 $ 4,144 Finance lease cost: Amortization of right-of-use assets 2 $ 169 $ 172 Interest on finance lease liabilities 3 3 8 Total finance lease cost $ 172 $ 180 Total lease cost $ 4,675 $ 4,324 1 Included in occupancy and equipment expense in the consolidated statements of comprehensive income. 2 Included in depreciation and amortization in the consolidated statements of comprehensive income. 3 Included in interest on borrowings and other obligations in the consolidated statements of comprehensive income. Operating lease rent expense totaled $ 4.6 million for the year ended December 31, 2018, as disclosed prior to the adoption of ASC 842 in 2019. The following table shows the future minimum lease payments, weighted average remaining lease terms, and weighted average discount rates under operating and finance lease arrangements as of December 31, 2020. (in thousands) December 31, 2020 Year Operating Leases Finance Leases 2021 $ 4,612 $ 42 2022 4,424 13 2023 4,004 4 2024 3,302 — 2025 2,877 — Thereafter 9,869 — Total minimum lease payments 29,088 59 Amounts representing interest (present value discount) ( 2,026 ) ( 1 ) Present value of net minimum lease payments (lease liability) $ 27,062 $ 58 Weighted average remaining term (in years) 7.8 1.4 Weighted average discount rate 1.80 % 2.35 % Litigation Matters Bancorp may be party to legal actions that arise from time to time in the normal course of business. Bancorp's management is not aware of any pending legal proceedings to which either it or the Bank may be a party or has 90 recently been a party that will have a material adverse effect on the financial condition or results of operations of Bancorp or the Bank. The Bank is responsible for a proportionate share of certain litigation indemnifications provided to Visa U.S.A. ("Visa") by its member banks in connection with Visa's lawsuits related to anti-trust charges and interchange fees ("Covered Litigation"). Our proportionate share of the litigation indemnification liability does not change or transfer upon the sale of our Class B Visa shares to member banks. Visa established an escrow account to pay for settlements or judgments in the Covered Litigation. Under the terms of the U.S. retrospective responsibility plan, when Visa funds the litigation escrow account, it triggers a conversion rate reduction of the Class B common stock to shares of Class A common stock, effectively reducing the aggregate value of the Class B common stock held by Visa's member banks like us. In 2012, Visa had reached a $ 4.0 billion interchange multidistrict litigation class settlement agreement with plaintiffs representing a class of U.S. retailers. The escrow balance of $ 894 thousand as of December 31, 2020, combined with funds previously deposited with the court, are expected to cover the settlement payment obligations. The outcome of the Covered Litigation affects the conversion rate of Visa Class B common stock held by us to Visa Class A common stock, as discussed above and in Note 2, Investment Securities. The final conversion rate is subject to change depending on the final settlement payments, and the full effect on member banks is still uncertain. Litigation is ongoing and until the court approval process is complete, there is no assurance that Visa will resolve the claims as contemplated by the amended class settlement agreement, and additional lawsuits may arise from individual merchants who opted out of the class settlement. However, until the escrow account is fully depleted and the conversion rate of Class B to Class A common stock is reduced to zero, no future cash settlement payments are required by the member banks, such as us, on the Covered Litigation. Therefore, we are not required to record any contingent liabilities for the indemnification related to the Covered Litigation, as we consider the probability of losses to be remote. For further information, including a discussion of a reduction to our holdings of Class B Visa shares, refer to Note 2, Investment Securities. Note 13: Concentrations of Credit Risk Concentration of credit risk is the risk associated with a lack of diversification, such as having substantial investments in a few individual issuers, thereby exposing us to greater risks resulting from adverse economic, political, regulatory, geographic, industrial or credit developments. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, investment securities and loans. Our cash in correspondent bank accounts, at times, may exceed FDIC insured limits. We place cash and cash equivalents with the Federal Reserve Bank and other high credit quality financial institutions, periodically monitor their credit worthiness and limit the amount of credit exposure to any one institution according to regulations. Concentrations of credit risk with respect to investment securities primarily related to the U.S. government and GSEs, which accounted for $ 389.1 million, or 78 % of our total investment portfolio at December 31, 2020 and $ 497.4 million, or 87 % at December 31, 2019. Our largest investment security issued by a non-GSE issuer accounted for approximately 3 % of our total investment portfolio at December 31, 2020, and 1 % at December 31, 2019. We also manage our credit exposure related to our loan portfolio to avoid the risk of undue concentration of credits in a particular industry by reducing significant exposure to highly leveraged transactions or to any individual customer or counterparty, and by obtaining collateral as appropriate. No individual borrower accounts for more than 3 % of loans held in the portfolio. The largest loan concentration group by industry of the borrowers is real estate, which accounts for 76 % and 83 % of our loan portfolio at December 31, 2020 and 2019, respectively. Note 14: Derivative Financial Instruments and Hedging Activities We entered into interest rate swap agreements, primarily as an asset/liability management strategy, in order to mitigate the changes in the fair value of specified long-term fixed-rate loans (or firm commitments to enter into long-term fixed-rate loans) caused by changes in interest rates. These hedges allow us to offer long-term fixed rate loans to customers without assuming the interest rate risk of a long-term asset. Converting our fixed-rate interest 91 payments to floating-rate interest payments, generally benchmarked to the one-month U.S. dollar LIBOR index, protects us against changes in the fair value of our loans associated with fluctuating interest rates. Our credit exposure, if any, on interest rate swap asset positions is limited to the fair value (net of any collateral pledged to us) and interest payments of all swaps by each counterparty. Conversely, when an interest rate swap is in a liability position exceeding a certain threshold, we may be required to post collateral to the counterparty in an amount determined by the agreements. Collateral levels are monitored and adjusted on a regular basis for changes in interest rate swap values. As of December 31, 2020, we had four interest rate swap agreements, which are scheduled to mature in June 2031, October 2031, July 2032 and October 2037. In December 2020, one interest rate swap, scheduled to mature in August 2037, was terminated as the hedged loan was paid off. All of our derivatives are accounted for as fair value hedges. The notional amounts of the interest rate contracts are equal to the notional amounts of the hedged loans. Our interest rate swap payments are settled monthly with counterparties. Accrued interest on the swaps totaled $ 11 thousand and $ 6 thousand as of December 31, 2020 and 2019, respectively. Information on our derivatives follows: Asset derivatives Liability derivatives (in thousands) December 31, 2020 December 31, 2019 December 31, 2020 December 31, 2019 Fair value hedges: Interest rate contracts notional amount $ — $ — $ 13,991 $ 16,956 Interest rate contracts fair value 1 $ — $ — $ 1,912 $ 1,178 1 Refer to Note 9, Fair Value of Assets and Liabilities, for valuation methodology. The following table presents the carrying amount associated cumulative basis adjustment related to the application of fair value hedge accounting that is included in the carrying amount of hedged assets as of December 31, 2020 and 2019: Carrying Amounts of Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Loans (in thousands) December 31, 2020 December 31, 2019 December 31, 2020 December 31, 2019 Loans $ 15,745 $ 17,900 $ 1,753 $ 944 The following table presents the net gains (losses) recognized in interest income on loans on the consolidated statements of comprehensive income related to our derivatives designated as fair value hedges: Years ended December 31, (in thousands) 2020 2019 2018 Interest and fees on loans 1 $ 84,674 $ 84,331 $ 79,527 (Decrease) increase in value of designated interest rate swaps due to LIBOR interest rate movements $ ( 734 ) $ ( 964 ) $ 452 Payment on interest rate swaps ( 360 ) ( 90 ) ( 149 ) Increase (decrease) in value of hedged loans 809 938 ( 425 ) Decrease in value of yield maintenance agreement ( 12 ) ( 13 ) ( 14 ) Net losses on fair value hedging derivatives recognized in interest income $ ( 297 ) $ ( 129 ) $ ( 136 ) 1 Represents the income line item in the statements of comprehensive income in which the effects of fair value hedges are recorded. Our derivative transactions with counterparties are under International Swaps and Derivative Association (“ISDA”) master agreements that include “right of set-off” provisions. “Right of set-off” provisions are legally enforceable rights to offset recognized amounts and there may be an intention to settle such amounts on a net basis. We do not offset such financial instruments for financial reporting purposes. 92 Information on financial instruments that are eligible for offset in the consolidated statements of condition follows: Offsetting of Financial Liabilities and Derivative Liabilities Gross Amounts Not Offset in the Statements of Condition Gross Amounts Net Amounts of Gross Amounts Offset in the Liabilities Presented of Recognized Statements of in the Statements of Financial Cash Collateral (in thousands) Liabilities 1 Condition Condition 1 Instruments Pledged Net Amount December 31, 2020 Derivatives by Counterparty: Counterparty A $ 1,912 $ — $ 1,912 $ — ( 1,912 ) $ — December 31, 2019 Derivatives by Counterparty: Counterparty A $ 1,178 $ — $ 1,178 $ — ( 1,178 ) $ — 1 Amounts exclude accrued interest on swaps. Note 15: Regulatory Matters We are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements as set forth in the following tables can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material effect on our consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and the Bank’s prompt corrective action classification are also subject to qualitative judgments by the regulators about components of capital, risk weightings and other factors. Management reviews capital ratios on a regular basis to ensure that capital exceeds the prescribed regulatory minimums and is adequate to meet our anticipated future needs. For all periods presented, the Bank’s ratios exceed the regulatory definition of “well-capitalized” under the regulatory framework for prompt corrective action and Bancorp’s ratios exceed the required minimum ratios to be considered a well-capitalized bank holding company. In addition, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action as of December 31, 2020. There are no conditions or events since that notification that management believes have changed the Bank’s categories and we expect the Bank to remain well capitalized for prompt corrective action purposes. In August 2018, the Board of Governors of the Federal Reserve System changed the definition of a "Small Bank Holding Company" by increasing the asset threshold from $1.0 billion to $3.0 billion. As a result, Bancorp was not subject to separate minimum capital requirements as of December 31, 2020 and 2019. However, we disclosed comparative capital ratios for Bancorp, which would have exceeded well-capitalized levels had Bancorp been subject to the same minimum capital requirements in 2020 and 2019. The Bancorp’s and Bank's capital adequacy ratios as of December 31, 2020 and 2019 are presented in the following tables. Bancorp's Tier 1 capital includes the subordinated debenture, which is not included at the Bank level. 93 Capital Ratios for Bancorp (dollars in thousands) Actual Ratio Adequately Capitalized Threshold 1 Ratio to be a Well Capitalized Bank Holding Company December 31, 2020 Amount Ratio Amount Ratio Amount Ratio Total Capital (to risk-weighted assets) $ 339,544 16.03 % ≥ $ 222,393 ≥ 10.50 % ≥ $ 211,802 ≥ 10.00 % Tier 1 Capital (to risk-weighted assets) $ 313,891 14.82 % ≥ $ 180,032 ≥ 8.50 % ≥ $ 169,442 ≥ 8.00 % Tier 1 Capital (to average assets) $ 313,891 10.80 % ≥ $ 116,224 ≥ 4.00 % ≥ $ 145,280 ≥ 5.00 % Common Equity Tier 1 (to risk-weighted assets) $ 311,114 14.69 % ≥ $ 148,262 ≥ 7.00 % ≥ $ 137,672 ≥ 6.50 % December 31, 2019 Total Capital (to risk-weighted assets) $ 319,317 15.07 % ≥ $ 222,430 ≥ 10.50 % ≥ $ 211,838 ≥ 10.00 % Tier 1 Capital (to risk-weighted assets) $ 301,553 14.24 % ≥ $ 180,063 ≥ 8.50 % ≥ $ 169,471 ≥ 8.00 % Tier 1 Capital (to average assets) $ 301,553 11.66 % ≥ $ 103,489 ≥ 4.00 % ≥ $ 129,361 ≥ 5.00 % Common Equity Tier 1 (to risk-weighted assets) $ 298,845 14.11 % ≥ $ 148,287 ≥ 7.00 % ≥ $ 137,695 ≥ 6.50 % 1 The adequately capitalized threshold includes the capital conservation buffer that was effective in 2018 and fully phased-in on January 1, 2019. Capital Ratios for the Bank (dollars in thousands) Actual Ratio Adequately Capitalized Threshold 1 Ratio to be Well Capitalized under Prompt Corrective Action Provisions December 31, 2020 Amount Ratio Amount Ratio Amount Ratio Total Capital (to risk-weighted assets) $ 334,686 15.80 % ≥ $ 222,391 ≥ 10.50 % ≥ $ 211,801 ≥ 10.00 % Tier 1 Capital (to risk-weighted assets) $ 309,033 14.59 % ≥ $ 180,031 ≥ 8.50 % ≥ $ 169,441 ≥ 8.00 % Tier 1 Capital (to average assets) $ 309,033 10.64 % ≥ $ 116,224 ≥ 4.00 % ≥ $ 145,280 ≥ 5.00 % Common Equity Tier 1 (to risk-weighted assets) $ 309,033 14.59 % ≥ $ 148,261 ≥ 7.00 % ≥ $ 137,671 ≥ 6.50 % December 31, 2019 Total Capital (to risk-weighted assets) $ 309,875 14.63 % ≥ $ 222,437 ≥ 10.50 % ≥ $ 211,844 ≥ 10.00 % Tier 1 Capital (to risk-weighted assets) $ 292,111 13.79 % ≥ $ 180,068 ≥ 8.50 % ≥ $ 169,476 ≥ 8.00 % Tier 1 Capital (to average assets) $ 292,111 11.29 % ≥ $ 103,488 ≥ 4.00 % ≥ $ 129,360 ≥ 5.00 % Common Equity Tier 1 (to risk-weighted assets) $ 292,111 13.79 % ≥ $ 148,291 ≥ 7.00 % ≥ $ 137,699 ≥ 6.50 % 1 The adequately capitalized threshold includes the capital conservation buffer that was effective in 2018 and fully phased-in on January 1, 2019. Note 16: Financial Instruments with Off-Balance Sheet Risk We make commitments to extend credit in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit in the form of loans or through standby letters of credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because various commitments will expire without being fully drawn, the total commitment amount does not necessarily represent future cash requirements. Our credit loss exposure is equal to the contractual amount of the commitment in the event of nonperformance by the borrower. We use the same credit underwriting criteria for all credit exposure. The amount of collateral obtained, if deemed necessary by us, is based on management's credit evaluation of the borrower. Collateral types pledged may include accounts receivable, inventory, other personal property and real property. The contractual amount of unfunded loan commitments and standby letters of credit not reflected in the consolidated statements of condition are as follows: (in thousands) December 31, 2020 December 31, 2019 Commercial lines of credit $ 297,898 $ 287,533 Revolving home equity lines 191,969 189,035 Undisbursed construction loans 101,307 41,033 Personal and other lines of credit 10,611 9,567 Standby letters of credit 2,657 1,964 Total unfunded loan commitments and standby letters of credit $ 604,442 $ 529,132 94 As of December 31, 2020, approximately 35 % of the commitments expire in 2021, 54 % expire between 2022 and 2028 and 11 % expire thereafter. We adopted the CECL accounting standard on December 31, 2020, which was previously postponed under the optional accounting relief provisions of the CARES Act (refer to Note 1, Summary of Significant Accounting Policies and Note 3, Loans and Allowance for Credit Losses for additional information). During the first nine months of 2020, we increased the allowance for credit losses on unfunded loan commitments under the incurred loss method ("previous GAAP") by $ 610 thousand. Upon adoption of the CECL standard, we increased the allowance for unfunded loan commitments by $ 1.1 million, which represented the difference between the allowance calculated under the CECL method as of December 31, 2020 and the incurred loss method as of September 30, 2020. The $ 1.1 million increase in the allowance for unfunded loan commitments included approximately $ 550 thousand related to a $ 36.9 million increase in available commitments during the fourth quarter of 2020. The remaining increase was due to changes in credit loss assumptions between the CECL and incurred loss methods. The prior period allowance is reported in accordance with previous GAAP and was $ 1.1 million as of December 31, 2019. Note 17: Condensed Bank of Marin Bancorp Parent Only Financial Statements Presented below is financial information for Bank of Marin Bancorp, parent holding company only. CONDENSED UNCONSOLIDATED STATEMENTS OF CONDITION December 31, 2020 and 2019 (in thousands) 2020 2019 Assets Cash and due from Bank of Marin $ 5,329 $ 9,539 Investment in bank subsidiary 356,172 330,053 Other assets 336 332 Total assets $ 361,837 $ 339,924 Liabilities and Stockholders' Equity Subordinated debenture $ 2,777 $ 2,708 Accrued expenses payable 74 71 Other liabilities 733 357 Total liabilities 3,584 3,136 Stockholders' equity 358,253 336,788 Total liabilities and stockholders' equity $ 361,837 $ 339,924 CONDENSED UNCONSOLIDATED STATEMENTS OF INCOME Years ended December 31, 2020, 2019 and 2018 (in thousands) 2020 2019 2018 Income Dividends from bank subsidiary $ 16,200 $ 17,600 $ 36,700 Miscellaneous Income 3 5 9 Total income 16,203 17,605 36,709 Expense Interest expense 158 229 1,339 Non-interest expense 1,325 1,399 1,275 Total expense 1,483 1,628 2,614 Income before income taxes and equity in undistributed net income of subsidiary 14,720 15,977 34,095 Income tax benefit 437 480 770 Income before equity in undistributed net income of subsidiary 15,157 16,457 34,865 Earnings of bank subsidiary greater (less) than dividends received from bank subsidiary 15,085 17,784 ( 2,243 ) Net income $ 30,242 $ 34,241 $ 32,622 95 CONDENSED UNCONSOLIDATED STATEMENTS OF CASH FLOWS Years ended December 31, 2020, 2019 and 2018 (in thousands) 2020 2019 2018 Cash Flows from Operating Activities: Net income $ 30,242 $ 34,241 $ 32,622 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Earnings of bank subsidiary (greater) less than dividends received from bank subsidiary ( 15,085 ) ( 17,784 ) 2,243 Accretion of discount on subordinated debentures 69 68 1,025 Noncash director compensation expense 31 30 23 Net changes in: Other assets ( 4 ) — 36 Other liabilities 59 80 ( 86 ) Net cash provided by operating activities 15,312 16,635 35,863 Cash Flows from Investing Activities: Capital contribution to bank subsidiary ( 1,464 ) ( 747 ) ( 667 ) Net cash used in investing activities ( 1,464 ) ( 747 ) ( 667 ) Cash Flows from Financing Activities: Proceeds from stock options exercised and stock issued under employee and director stock purchase plans 1,419 747 613 Repayment of subordinated debenture including execution costs — — ( 4,137 ) Payment of tax withholdings for vesting of restricted stock ( 73 ) ( 220 ) ( 45 ) Dividends paid on common stock ( 12,506 ) ( 10,958 ) ( 8,860 ) Stock repurchased, net of commissions ( 6,898 ) ( 15,062 ) ( 6,869 ) Net cash used in financing activities ( 18,058 ) ( 25,493 ) ( 19,298 ) Net (decrease) increase in cash and cash equivalents ( 4,210 ) ( 9,605 ) 15,898 Cash and cash equivalents at beginning of year 9,539 19,144 3,246 Cash and cash equivalents at end of year $ 5,329 $ 9,539 $ 19,144 Supplemental schedule of non-cash investing and financing activities: Stock issued in payment of director fees $ 217 $ 231 $ 204 Repurchase of stock not yet settled $ 413 $ 103 $ 143 Stock issued to ESOP $ 1,289 $ 1,245 $ 1,173 End of 2020 Audited Consolidated Financial Statements 96 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.