SIERRA BANCORP 10-Q

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS This Form 10- Q includes forward-looking statements that involve inherent risks and uncertainties. These forward-looking statements are within the meaning of Section 27A of the Securities Act of 1933 (“1933 Act”), as amended and Section 21E of the Securities Exchange Act of 1934 (“1934 Act”), as amended. Those sections of the 1933 Act and 1934 Act provide a “safe harbor” for forward-looking statements in order to encourage companies to provide prospective information about their financial performance as long as important factors that could cause actual results to differ significantly from projected results are identified with meaningful cautionary statements. Words such as “expects”, “anticipates”, “believes”, “projects”, “intends”, and “estimates” or variations of such words and similar expressions, as well as future or conditional verbs preceded by “will”, “would”, “should”, “could” or “may” are intended to identify forward-looking statements. These forward-looking statements are based on certain underlying assumptions and are not guarantees of future performance, as they could be impacted by several potential risks and developments that cannot be predicted with any degree of certainty. These statements are based on management’s current expectations regarding economic, legislative, regulatory and other environmental issues that may affect our earnings in future periods. Therefore, actual outcomes and results may differ materially from what is expressed, forecast in, or implied by such forward-looking statements. A variety of factors could have a material adverse impact on the Company’s financial condition or results of operations, and should be considered when evaluating the Company’s potential future financial performance. They include, but are not limited to: ● risks associated with fluctuations in interest rates, including the impact on other comprehensive income (loss), the ability for customers to repay on floating or adjustable rates loans, and the impact on costs of funding and interest income on earning assets; ● risks associated with inflation (including efforts by the Federal Open Market Committee of the Federal Reserve Bank to control the same); ● the risk of unfavorable economic conditions in the Company’s market areas, or the impact on the Company’s market areas of national or international economic conditions; ● liquidity risks, including the ability to effectively manage the potential loss of deposits, the ability to maintain funding lines of credit; and the loss of value of unencumbered investment securities; ● increases in nonperforming assets and credit losses that could occur, particularly in times of weak economic conditions or rising interest rates; ● reductions in the market value of available-for-sale securities that could result if interest rates increase substantially, or an issuer has real or perceived financial difficulties; ● the impact of adverse developments at other banks, including bank failures, that impact general sentiment regarding the stability and liquidity of banks; ● operational risks including the ability to detect and prevent errors and fraud; ● the Company’s ability to diversify and grow its loan portfolio; ● the Company’s ability to attract and retain skilled employees; 32 Table of Contents ● the Company’s ability to successfully deploy new technology and manage cyber security risks; ● the Company’s ability to maintain a satisfactory rating under the Community Reinvestment Act; ​ ● the outcome of any existing or future legal action for which the Company or Bank is a defendant; ● the effects of severe weather events, pandemics, other public health crises, acts of war or terrorism, and other external events; ● the success of acquisitions or branch expansions, closures or consolidations; and ● risks associated with the multitude of or changes to current and prospective laws and regulations, and related interpretations, to which the Company is and will be subject. Risk factors that could cause actual results to differ materially from results that might be implied by forward-looking statements include the risk factors detailed in the Company’s Form 10-K for the fiscal year ended December 31, 2022 and in Item 1A, herein. We do not update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events. CRITICAL ACCOUNTING POLICIES The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States. The financial information and disclosures contained within those statements are significantly impacted by Management’s estimates and judgments, which are based on historical experience and incorporate various assumptions that are believed to be reasonable under current circumstances. Actual results may differ from those estimates under divergent conditions. Critical accounting policies are those that involve the most complex and subjective decisions and assessments, and have the greatest potential impact on the Company’s stated results of operations. In Management’s opinion, the Company’s critical accounting policies deal with the following areas: ● the establishment of the allowance for credit losses, as explained in detail in Note 10 to the consolidated financial statements and in the “Provision for Credit Losses” and “Allowance for Credit Losses” sections of this discussion and analysis; ● the valuation of individually evaluated loans and foreclosed assets, as discussed in Notes 8 and 10 to the consolidated financial statements; ● income taxes and related deferred tax assets and liabilities, especially with regard to the ability of the Company to recover deferred tax assets as discussed in the “Provision for Income Taxes” and “Other Assets” sections of this discussion and analysis; and ● goodwill and other intangible assets, which are evaluated annually for impairment and for which we have determined that no impairment exists, as discussed in the “Other Assets” section of this discussion and analysis. Critical accounting areas are evaluated on an ongoing basis to ensure that the Company’s financial statements incorporate our most recent expectations regarding those areas. 33 Table of Contents ​ OVERVIEW OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS SUMMARY First Quarter 2023 compared to First Quarter 2022 First quarter 2023 net income was $8.8 million, or $0.58 per diluted share, compared to $7.4 million, or $0.49 per diluted share in the first quarter of 2022. The Company’s annualized return on average equity was 11.53% and annualized return on average assets was 0.97% for the quarter ended March 31, 2023, compared to 8.64% and 0.88%, respectively, for the same quarter in 2022. The primary drivers behind the variance in first quarter net income are as follows: ● Net interest income increased $3.4 million or 14%. This was due mostly to an $11.3 million increase in interest income partially offset by an $8.0 million increase in interest expense. There was an increase in investment securities which contributed $9.6 million to the favorable interest income variance. This increase in investments primarily consisted of floating rate collateralized loan obligations (CLOs), which contributed to $6.9 million or 61.0% of the interest income favorable variance, partially offset by an unfavorable increase in interest expense due to a shift of deposit balances into higher cost time certificates and an increase in borrowed funds. ● Noninterest income increased $0.5 million or 9% primarily due to $0.3 million gain on life insurance proceeds, $0.3 million in other foreclosed assets income, combined with favorable BOLI fluctuations associated with deferred compensation plans for $0.8 million. The provision for credit losses at $0.3 million declined by $0.2 million, or 49% as a result of lower net loan charge-offs recognized in the first quarter of 2023. ● Total noninterest expense increased $2.8 million, or 14%, in the first quarter of 2023 as compared to the first quarter of 2022. Salaries and benefits costs increased $1.0 million as we added new lending teams, and other noninterest expense increased $1.8 million mostly due to a $0.8 million increase in foreclosed asset expense, and a $0.5 million in directors deferred compensation expense, linked to favorable changes in BOLI income described above. FINANCIAL CONDITION SUMMARY March 31, 2023 relative to December 31, 2022 The Company’s assets totaled $3.7 billion at March 31, 2023, an increase of $85.4 million, or 2% from December 31, 2022. The following provides a summary of key balance sheet changes during the first three months of 2023: ● Investment securities increased by $101.8 million, or 8%, to $1.4 billion primarily due to strategic purchases of U.S. government agency securities and CLOs. ● Gross loan balances declined by $19.0 million, due mostly to the foreclosure of $18.1 million of loans related to one dairy relationship in January 2023. Further commercial real estate secured loans increased $8.7 million, and mortgage warehouse lines increased by $3.0 million. ● Deposits increased by $102.8 million, or 4%. The growth in deposits came primarily from customer time and brokered deposits. ● Other short-term borrowings declined $42.2 million to $176.8 million at March 31, 2023 from $219.0 million at December 31, 2022 and consisted of overnight borrowings from correspondent banks and the FHLB. Customer repurchase agreements, which are considered short-term as well, declined from $109.2 million at December 31, 2022 to $94.1 million at March 31, 2023. ● Long-term debt at March 31, 2023 consisted of $40.0 million of long-term FHLB advances and $49.2 million of subordinated debt. This was an increase of $40.0 million from December 31, 2022 due to the $40.0 million in long-term FHLB advances, taken out as a partial hedge on longer term adjustable rate loans. ● Total capital of $307.0 million at March 31, 2023 reflects an increase of $3.4 million, or 1%, relative to year-end 2022. The Company’s leverage ratio was 10.13% at March 31, 2023 as compared to 10.30% at December 31, 2022. The increase in equity during the first three months of 2023 was due to the addition of $8.8 million in net income, a $0.5 million favorable swing in accumulated other comprehensive income/loss, due principally to changes in investment securities’ fair value, net of $2.7 million in share repurchases, and $3.5 million in 34 Table of Contents dividends paid. The remaining difference is related to stock options exercised and restricted stock granted during the first three months. ​ EARNINGS PERFORMANCE The Company earns income from two primary sources. The first is net interest income, which is interest income generated by earning assets less interest expense on deposits and other borrowed money. The second is noninterest income, which primarily consists of customer service charges and fees but also comes from non-customer sources such as BOLI and investment gains. The majority of the Company’s noninterest expense is comprised of operating costs that facilitate offering a full range of banking services to our customers. NET INTEREST INCOME AND NET INTEREST MARGIN Net interest income was $28.1 million, for the first quarter of 2023, a $3.4 million increase, or 14% over the first quarter of 2022. For the first quarter of 2023 as compared to the same quarter in 2022, the $3.4 million increase in net interest income came from a $186.9 million increase in average earning asset balances, which consisted of increases of $104.8 million in average investment balances and $82.1 million in average loan balances. In addition, there was a favorable rate variance on average earning assets of 121 basis points. Offsetting these favorable interest income variances, average deposit balances increased $128.6 million, with all of the increase in higher cost time deposits. Average borrowed funds increased $175.2 million, primarily for the purchase of floating rate collateralized loan obligations. Deposit costs increased 118 basis points in the first quarter of 2023 as compared to the same quarter in 2022, along with a 201 basis point increase in the cost of borrowed funds. Interest expense was $9.3 million for the first quarter of 2023, an increase of $8.0 million, relative to the first quarter of 2022. The significant increase in interest expense is attributable to an unfavorable shift in deposit mix and the impact of interest rate increases, as the average balance of higher cost time deposits, including variable rate time deposits and borrowed funds increased by $270.1 million and $175.2 million respectively in the first quarter of 2023 as compared to the first quarter of 2022. The Company had $1.3 billion in adjustable and variable rate loans and $561.0 million in floating rate collateralized loan obligations, as compared to $464.7 million in floating rate CDs and $35.5 million in floating rate trust preferred securities at March 31, 2023. $227.5 million of the Company’s adjustable and variable rate loans have the ability to reprice in the next twelve months. The Company continues to offer floating rate CDs which are indexed to prime. These floating rate CDs increased $135.4 million or 41%, to $464.7 million at March 31, 2023, as compared to $329.3 million at December 31, 2022. Due to the increases in the prime rate during 2022 and 2023, interest expense on floating rate CDs has increased $4.1 million for the first quarter of 2023 over the first quarter of 2022. These CD’s require a minimum balance and pay a rate that is 325 – 400 basis points below the Wall Street Journal Prime rate, with a 20 basis point minimum rate. The level of net interest income we recognize in any given period depends on a combination of factors including the average volume and yield for interest earning assets, the average volume and cost of interest-bearing liabilities, and the mix of products which comprise the Company’s earning assets, deposits, and other interest-bearing liabilities. The following tables show average balances for significant balance sheet categories and the amount of interest income or interest expense associated with each category for the noted periods. The tables also display calculated yields on each major component of the Company’s investment and loan portfolios, average rates paid on each key segment of the Company’s interest-bearing liabilities, and our net interest margin for the noted periods . 35 Table of Contents Average Balances and Rates (dollars in thousands, unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ For the three months ended ​ ​ March 31, 2023 ​ March 31, 2022 Assets Average Balance (1) Income/ Expense Average Rate/Yield (2) Average Balance (1) Income/ Expense Average Rate/Yield (2) Investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-earning due from banks ​ $ 5,312 ​ $ 70 ​ 5.34% ​ $ 194,846 ​ $ 93 ​ 0.19% Taxable ​ ​ 972,051 ​ ​ 11,986 ​ 5.00% ​ 744,599 ​ ​ 3,490 ​ 1.90% Non-taxable ​ ​ 361,328 ​ ​ 2,813 ​ 4.00% ​ ​ 294,409 ​ ​ 1,726 ​ 3.01% Total investments ​ ​ 1,338,691 ​ ​ 14,869 ​ 4.73% ​ ​ 1,233,854 ​ ​ 5,309 ​ 1.90% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans: (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate ​ ​ 1,869,112 ​ ​ 19,899 ​ 4.32% ​ ​ 1,753,394 ​ ​ 18,326 ​ 4.24% Agricultural ​ ​ 28,028 ​ ​ 433 ​ 6.27% ​ ​ 33,986 ​ ​ 302 ​ 3.60% Commercial ​ ​ 70,887 ​ ​ 993 ​ 5.68% ​ ​ 97,127 ​ ​ 1,398 ​ 5.84% Consumer ​ ​ 4,137 ​ ​ 87 ​ 8.53% ​ ​ 4,448 ​ ​ 206 ​ 18.78% Mortgage warehouse lines ​ ​ 59,122 ​ ​ 1,118 ​ 7.67% ​ ​ 61,255 ​ ​ 510 ​ 3.38% Other ​ ​ 2,464 ​ ​ 20 ​ 3.29% ​ ​ 1,485 ​ ​ 30 ​ 8.19% Total loans ​ ​ 2,033,750 ​ ​ 22,550 ​ 4.50% ​ ​ 1,951,695 ​ ​ 20,772 ​ 4.32% Total interest earning assets (4) ​ 3,372,441 ​ ​ 37,419 ​ 4.59% ​ ​ 3,185,549 ​ ​ 26,081 ​ 3.38% Other earning assets ​ ​ 15,714 ​ ​ ​ ​ ​ ​ ​ 15,679 ​ ​ ​ ​ ​ Non-earning assets ​ ​ 272,496 ​ ​ ​ ​ ​ ​ ​ 210,724 ​ ​ ​ ​ ​ Total assets ​ $ 3,660,651 ​ ​ ​ ​ ​ ​ $ 3,411,952 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and shareholders' equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest bearing deposits: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Demand deposits ​ $ 150,139 ​ $ 129 ​ 0.35% ​ $ 202,962 ​ $ 106 ​ 0.21% NOW ​ ​ 483,645 ​ ​ 71 ​ 0.06% ​ ​ 546,280 ​ ​ 82 ​ 0.06% Savings accounts ​ ​ 457,593 ​ ​ 65 ​ 0.06% ​ ​ 467,700 ​ ​ 67 ​ 0.06% Money market ​ ​ 135,434 ​ ​ 25 ​ 0.07% ​ ​ 151,339 ​ ​ 23 ​ 0.06% Time deposits ​ ​ 461,214 ​ ​ 4,505 ​ 3.96% ​ ​ 293,684 ​ ​ 234 ​ 0.32% Brokered deposits ​ ​ 162,560 ​ ​ 1,204 ​ 3.00% ​ ​ 60,000 ​ ​ 48 ​ 0.32% Total interest bearing deposits ​ ​ 1,850,585 ​ ​ 5,999 ​ 1.31% ​ ​ 1,721,965 ​ ​ 560 ​ 0.13% Borrowed funds: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Repurchase agreements ​ ​ 103,426 ​ ​ 81 ​ 0.32% ​ ​ 105,067 ​ ​ 82 ​ 0.32% Other borrowings ​ ​ 176,725 ​ ​ 2,111 ​ 4.84% ​ ​ 171 ​ ​ — ​ — Long-term debt ​ ​ 49,222 ​ ​ 429 ​ 3.53% ​ ​ 49,143 ​ ​ 428 ​ 3.53% Subordinated debentures ​ ​ 35,499 ​ ​ 667 ​ 7.62% ​ ​ 35,320 ​ ​ 255 ​ 2.93% Total borrowed funds ​ ​ 364,872 ​ ​ 3,288 ​ 3.65% ​ ​ 189,701 ​ ​ 765 ​ 1.64% Total interest bearing liabilities ​ ​ 2,215,457 ​ ​ 9,287 ​ 1.70% ​ ​ 1,911,666 ​ ​ 1,325 ​ 0.28% Demand deposits - noninterest bearing ​ ​ 1,070,775 ​ ​ ​ ​ ​ ​ ​ 1,093,709 ​ ​ ​ ​ ​ Other liabilities ​ ​ 66,632 ​ ​ ​ ​ ​ ​ ​ 59,026 ​ ​ ​ ​ ​ Shareholders' equity ​ ​ 307,787 ​ ​ ​ ​ ​ ​ ​ 347,551 ​ ​ ​ ​ ​ Total liabilities and shareholders' equity ​ $ 3,660,651 ​ ​ ​ ​ ​ ​ $ 3,411,952 ​ ​ ​ ​ ​ Interest income/interest earning assets ​ ​ ​ ​ ​ ​ ​ 4.59% ​ ​ ​ ​ ​ ​ ​ 3.38% Interest expense/interest earning assets ​ ​ ​ ​ ​ ​ ​ 1.12% ​ ​ ​ ​ ​ ​ ​ 0.17% Net interest income and margin (5) ​ ​ ​ ​ $ 28,132 ​ 3.47% ​ ​ ​ ​ $ 24,756 ​ 3.21% (1) Average balances are obtained from the best available daily or monthly data and are net of deferred fees and related direct costs. (2) Yields and net interest margin have been computed on a tax equivalent basis utilizing a 21% effective federal tax rate. (3) Loans are gross of the allowance for expected credit losses. Loan fees have been included in the calculation of interest income. Net loan (costs) fees and loan acquisition FMV amortization were $(0.1) million and $0.4 million for the quarters ended March 31, 2023 and 2022, respectively. (4) Non-accrual loans have been included in total loans for purposes of computing total earning assets. (5) Net interest margin represents net interest income as a percentage of average interest earning assets. ​ 36 Table of Contents The Volume and Rate Variances table below sets forth the dollar difference for the comparative periods in interest earned or paid for each major category of interest earning assets and interest-bearing liabilities, and the amount of such change attributable to fluctuations in average balances (volume) or differences in average interest rates. Volume variances are equal to the increase or decrease in average balances multiplied by prior period rates, and rate variances are equal to the change in rates multiplied by prior period average balances. Variances attributable to both rate and volume changes, calculated by multiplying the change in rates by the change in average balances, have been allocated to the rate variance. Volume & Rate Variances (dollars in thousands, unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ ​ 2023 over 2022 ​ ​ Increase (decrease) due to Assets: Volume Rate ​ Mix Net Investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal funds sold/due from time $ (90) $ 2,474 ​ $ (2,407) $ (23) Taxable ​ ​ 1,067 ​ ​ 5,690 ​ ​ 1,739 ​ ​ 8,496 Non-taxable ​ ​ 97 ​ ​ 566 ​ ​ 424 ​ ​ 1,087 Total investments (1) ​ ​ 1,074 ​ ​ 8,730 ​ ​ (244) ​ ​ 9,560 Loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate ​ ​ 1,209 ​ ​ 341 ​ ​ 23 ​ ​ 1,573 Agricultural ​ ​ (53) ​ ​ 223 ​ ​ (39) ​ ​ 131 Commercial ​ ​ (378) ​ ​ (37) ​ ​ 10 ​ ​ (405) Consumer ​ ​ (14) ​ ​ (113) ​ ​ 8 ​ ​ (119) Mortgage warehouse ​ ​ (18) ​ ​ 649 ​ ​ (23) ​ ​ 608 Other ​ ​ 20 ​ ​ (18) ​ ​ (12) ​ ​ (10) Total loans (1) ​ ​ 766 ​ ​ 1,045 ​ ​ (33) ​ ​ 1,778 Total interest earning assets (1) ​ $ 1,840 ​ $ 9,775 ​ $ (277) ​ $ 11,338 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest bearing deposits: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Demand deposits ​ $ (28) ​ ​ 69 ​ ​ (18) ​ $ 23 NOW ​ ​ (9) ​ ​ (2) ​ ​ — ​ ​ (11) Savings accounts ​ ​ (1) ​ ​ (1) ​ ​ — ​ ​ (2) Money market ​ ​ (2) ​ ​ 5 ​ ​ (1) ​ ​ 2 Time deposits ​ ​ 133 ​ ​ 2,635 ​ ​ 1,503 ​ ​ 4,271 Brokered deposits ​ ​ 82 ​ ​ 396 ​ ​ 678 ​ ​ 1,156 Total interest bearing deposits (1) ​ ​ 175 ​ ​ 3,102 ​ ​ 2,162 ​ ​ 5,439 Borrowed funds: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Repurchase agreements ​ ​ (1) ​ ​ — ​ ​ — ​ ​ (1) Other Borrowings ​ ​ — ​ ​ 2 ​ ​ 2,109 ​ ​ 2,111 Long-term debt ​ ​ 1 ​ ​ — ​ ​ — ​ ​ 1 Subordinated debt ​ ​ 1 ​ ​ 409 ​ ​ 2 ​ ​ 412 Total borrowed funds (1) ​ ​ 1 ​ ​ 411 ​ ​ 2,111 ​ ​ 2,523 Total interest bearing liabilities (1) ​ ​ 176 ​ ​ 3,513 ​ ​ 4,273 ​ ​ 7,962 Net interest income (1) ​ $ 1,664 ​ $ 6,262 ​ $ (4,550) ​ $ 3,376 (1) Subtotals are a sum of the categories above and are not recalculated on the portfolio totals. ​ The volume variance calculated for the first quarter of 2023 relative to the first quarter of 2022 was a favorable $1.6 million; this is primarily from a favorable volume variance of $1.8 million in interest earning assets, as the average balance of interest earning assets increased $186.9 million from the comparative quarters. There was a favorable rate variance of $6.3 million from the comparative quarters since the weighted average yield on interest earning assets more than offset the increase in the average yield unfavorable variance on interest bearing liabilities. There was an unfavorable mix variance of $4.5 million primarily from the shift in customer deposit transaction accounts into higher 37 Table of Contents cost variable rate time certificates combined with a higher level of borrowed funds. The Company’s net interest margin for the first quarter of 2023 was 3.47%, as compared to 3.21% for the first quarter of 2022. At March 31, 2023, approximately 4% of our total portfolio, or $89.5 million, consists of variable rate loans. At March 31, 2023, our outstanding fixed rate loans represented 36% of our loan portfolio. The remaining 60% of our loan portfolio at March 31, 2023 consists of adjustable-rate loans; 68% of these loans (approximately $829.9 million) will not have the ability to reprice for at least another 3 years. These loans are typically adjustable every five years after the initial adjustment. Approximately $68.1 million of these adjustable-rate loans have the ability to reprice next quarter, which will have a positive impact on earnings. Cash balances for the quarterly comparisons have decreased and have a positive impact on our net interest margin since cash balances earn considerably lower yields than other earning assets. Average cash and due from banks was $83.1 million, a decrease of $188.5 million for the first three months of 2023 as compared to the same period last year. Overall average investment securities increased by $294.4 million for the first quarter of March 31, 2023 as compared to March 31, 2022. For the quarter ending March 31, 2023 over the same period for 2022, average non-taxable securities increased $66.9 million and taxable securities increased $227.5 million. The overall investment portfolio had a tax-equivalent yield of 4.65% at March 31, 2023, with an average life of 6.41 years. Interest expense was $9.3 million in the first quarter of 2023, an increase of $8.0 million compared to the first quarter of 2022. The increase is attributable to a shift from being a net seller of Federal Funds at March 31, 2022, to a net purchaser of funds at March 31, 2023 coupled with a 380 to 450 basis point increase to the rate on the Prime Index Certificate of Deposit accounts offered by the bank. The rate on the Prime Index account is tied to a spread to the Wall Street Journal Prime Rate and varies from Prime minus 400 basis points to Prime minus 325 basis points. The average cost of interest-bearing deposits increased by 118 basis points to 131 basis points for the first quarter of 2023 compared to the first quarter of 2022. This increase is almost entirely due to the prime-based certificate of deposit account that adjusts with each change in the Wall Street Journal Prime rate. As described above, this certificate of deposit product pays between 325 and 400 basis points below the Wall Street Journal Prime rate. The Wall Street Journal Prime rate has increased by 450 basis points for the twelve month period between March 31, 2023 and March 31, 2022. The average cost of borrowed funds increased 201 basis points for the first quarter of 2023 as compared to the same period in 2022. Non-interest-bearing demand deposits decreased $22.9 million or 2% for the first quarter of 2023 as compared to the first quarter of 2022. ​ PROVISION FOR CREDIT LOSSES ON LOANS Credit risk is inherent in the business of making loans. The Company sets aside an allowance for credit losses on loans, a contra-asset account, through periodic charges to earnings which are reflected in the income statement as the provision for credit losses on loans. The Company recorded an expense related to a credit loss provision for loans of $0.3 million in the first quarter of 2023 relative to a provision for credit losses on loans of $0.6 million in the first quarter of 2022. The Company's $0.3 million decrease in the provision for credit losses on loans in the first quarter of 2023 as compared to the first quarter of 2022 was primarily due to the impact of reduced net loan charge-offs in the first quarter of 2023. Specifically identifiable and quantifiable loan losses are immediately charged off against the allowance, with subsequent recoveries reflected as an increase to the allowance. The Company recorded net loan charge-offs of $0.2 million in the first quarter of 2023 as compared to $1.8 million for the first quarter of 2022. The allowance for credit losses on loans is at a level that, in Management’s judgment, is adequate to absorb probable credit losses on loans related to individually identified loans as well as probable credit losses in the remaining loan portfolio. The Company’s policies for monitoring the adequacy of the allowance, determining loan balances that should be charged off, and other detailed information with regard to changes in the allowance are discussed in Note 10 to the consolidated 38 Table of Contents financial statements, and below, under “Allowance for Credit Losses.” The process utilized to establish an appropriate credit allowance for losses on loans can result in a high degree of variability in the Company’s credit loss provision, and consequently in our net earnings. NONINTEREST INCOME AND NONINTEREST EXPENSE The following table provides details on the Company’s noninterest income and noninterest expense for the three- and nine-month periods ended March 31, 2023 and 2022: Noninterest Income/Expense (dollars in thousands, unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, Noninterest income: ​ 2023 ​ 2022 Service charges and fees on deposit accounts $ 5,380 $ 5,548 Net gains on sale of securities available-for-sale ​ ​ 45 ​ ​ 1,032 Bank-owned life insurance ​ ​ 172 ​ ​ (645) Other ​ ​ 982 ​ ​ 128 Total noninterest income ​ $ 6,579 ​ $ 6,063 As a % of average interest earning assets (1) ​ ​ 0.79% ​ ​ 0.77% ​ ​ ​ ​ ​ ​ ​ Noninterest expense: ​ ​ ​ ​ ​ ​ Salaries and employee benefits ​ $ 12,816 ​ $ 11,805 Occupancy and equipment costs ​ ​ 2,330 ​ ​ 2,294 Advertising and marketing costs ​ ​ 513 ​ ​ 406 Data processing costs ​ ​ 1,528 ​ ​ 1,485 Deposit services costs ​ ​ 2,023 ​ ​ 2,245 Loan services costs ​ ​ ​ ​ ​ ​ Loan processing ​ ​ 127 ​ ​ 111 Foreclosed assets ​ ​ 758 ​ ​ (5) Other operating costs ​ ​ 989 ​ ​ 919 Professional services costs ​ ​ ​ ​ ​ ​ Legal & accounting services ​ ​ 646 ​ ​ 546 Director's costs ​ ​ 275 ​ ​ (195) Other professional service ​ ​ 515 ​ ​ 338 Stationery & supply costs ​ ​ 141 ​ ​ 85 Sundry & tellers ​ ​ 331 ​ ​ 139 Total noninterest expense ​ $ 22,992 ​ $ 20,173 As a % of average interest earning assets (1) ​ ​ 2.76% ​ ​ 2.57% (1) Annualized ​ 39 Table of Contents Noninterest Income: Total noninterest income increased $0.5 million, or 9%, for the quarter ended March 31, 2023 as compared to the same quarter in 2022. A favorable swing in the income on BOLI offset by lower service charges on deposits and lower gains on the sale of investment securities accounts for most of the positive variance. Other service charges and fees on deposit accounts decreased $0.2 million or 3% for the first quarter of 2023 as compared to the same period in 2022. Effective in the third quarter of 2022, the Company made several changes to its NSF fees (i.e. returned item) and overdraft fees for customers. In particular, NSF fees are no longer charged, and overdraft fees are limited to 4 per day and no continuous overdraft fee will be charged. In addition, the amount of overdraft privilege (i.e. the amount to which the Company will pay overdrafts for customers) was increased by $250. There were de minimis gains of the sales of securities for the first quarter of 2023, but there was a $1.0 million gain on the sale of securities in the first quarter of 2022. The sale in the first quarter of 2022 was a strategic effort to rebalance the portfolio by selling longer duration and higher price volatility securities as a hedge against rising interest rates, due to likely persistent inflationary pressures in the near-intermediate term environment. BOLI income increased by $0.8 million for the first quarter of 2023 as compared to the first quarter of 2022. The variance is due mostly to fluctuations in underlying values of assets in the separate account BOLI policies that are designed to have similar assets to those in the deferred compensation plans. Thus, the lower quarterly values in BOLI policies are offset by lower deferred compensation expense reflected primarily in director fees expense. At March 31, 2023, there was $43.2 million in traditional BOLI policies and $9.1 million in separate account BOLI policies associated with the deferred compensation plans. In the “other” category of noninterest income the Company there was a $0.9 million increase in the first quarter of 2023 as compared to the first quarter of 2022. The primary reason for the favorable variance was the receipt of $0.3 million in life insurance proceeds, $0.3 million in income on foreclosed assets and a $0.3 million increase in variable rate SBA loan fund income. Noninterest Expense: Total noninterest expense increased by $2.8 million, or 14%, in the first quarter of 2023 relative to the first quarter of 2022. Salaries and Benefits were $1.0 million, or 9%, higher in the first quarter of 2023 as compared to the first quarter of 2022. The reason for this increase is primarily due to several factors, including merit increases for employees due to annual performance evaluations during the first quarter of 2023, and the strategic hiring of lending and management staff to support expected loan growth. There were 500 full-time equivalent employees at March 31, 2023 as compared to 484 at March 31, 2022. Occupancy expenses were flat for the first quarter of 2023 as compared to the same quarter in 2022. Other noninterest expense increased $1.8 million, or 29% for the first quarter 2023 as compared to the first quarter in 2022. The variances for the first quarter of 2023 compared to the same period in 2022 was primarily driven by a $0.8 million increase in foreclosed asset expenses related to a foreclosed Dairy relationship that was sold during the quarter and an increase in directors deferred compensation expense for $0.5 million which is linked to the fluctuation in BOLI income. ​ PROVISION FOR INCOME TAXES The Company sets aside a provision for income taxes on a monthly basis. The amount of that provision is deter­mined by first applying the Company’s statutory income tax rates to estimated taxable income, which is pre-tax book income 40 Table of Contents adjusted for permanent dif­ferences, and then subtracting available tax credits. Permanent differences include but are not limited to tax-exempt interest income, BOLI income, and certain book expenses that are not allowed as tax deductions. Our tax credits consist primarily of those generated by investments in low-income housing tax credit funds. The Company's provision for income taxes was 23.6% of pre-tax income in the first quarter of 2023 relative to 27.0% in the first quarter of 2022. The decrease in effective tax rate is due to the volatility in the Corporate Owned Life Insurance asset value associated with our non-qualified deferred compensation plans. In the first quarter of 2023, the investments associated with the non-qualified deferred compensation plans increased in value, resulting in a non-taxable income as compared to a decrease in value generating non-tax deductible expense for the first quarter of 2022. BALANCE SHEET ANALYSIS EARNING ASSETS The Company’s interest earning assets are comprised of loans and investments, including overnight investments and surplus balances held in interest earning accounts in our Federal Reserve Bank account. The composition, growth characteristics, and credit quality of both of those components are significant determinants of the Company’s financial condition. Investments are analyzed in the section immediately below, while the loan portfolio and other factors affecting earning assets are discussed in the sections following investments. INVESTMENTS The Company’s investments may at any given time consist of debt securities and marketable equity securities (together, the “investment portfolio”), investments in the time deposits of other banks, surplus interest earning balances in our Federal Reserve Bank account, and overnight fed funds sold. The Company’s investments can serve several purposes, including the following: 1) they can provide liquidity for potential funding needs; 2) they provide a source of pledged assets for securing public deposits, bankruptcy deposits and certain borrowed funds which require collateral; 3) they constitute a large base of assets with structural characteristics that can be changed more readily than loan or deposit portfolios, as might be required for interest rate risk management purposes; 4) they are another interest earning option for the placement of surplus funds when loan demand is light; and 5) they can provide partially tax exempt income. The investment portfolio is reflected on the balance sheet as investment securities and totaled $1.4 billion, or 37% of total assets at March 31, 2023, and $1.3 billion, or 35% of total assets at December 31, 2022. The increase was primarily due to purchases of U.S. government agency securities and AAA and AA tranches of collateralized loan obligations. The Company carries “available for sale” investments at their fair market values and “held to maturity” investments at amortized cost net of allowance for credit losses. We currently have the intent and ability to hold our investment securities to maturity, but the securities are all marketable. The expected effective duration was 1.6 years for available-for-sale investments and 6.3 years for held-to-maturity investments at March 31, 2023, as compared to 1.8 years for available-for-sale investments and 6.4 years for held-to-maturity investments at December 31, 2022. In the second and fourth quarters of 2022 the Company transferred $162.1 million and $198.3 million, respectively of “available for sale” investments to “held to maturity”. Those securities were transferred at fair market value on the date of the transfer. The transfer was initiated to reduce the effect of potential future rate increases on the available-for-sale portfolio, mark-to-market, other comprehensive income and equity. See Note 9, Investment Securities for additional information. 41 Table of Contents The following table sets forth the carrying amount for available-for-sale securities, at fair value, and held-to-maturity securities, at amortized cost, net of the allowance for credit losses of the Company’s investment portfolio by investment type as of the dates noted: Investment Portfolio (dollars in thousands, unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ December 31, 2022 ​ Carrying Amount Percent Carrying Amount Percent Available for sale ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. government agencies $ 105,327 7.67% $ 50,599 ​ 3.98% Mortgage-backed securities ​ ​ 115,652 ​ 8.42% ​ ​ 122,532 ​ 9.63% State and political subdivisions ​ ​ 206,963 ​ 15.07% ​ ​ 205,980 ​ 16.20% Corporate bonds ​ ​ 51,999 ​ 3.79% ​ ​ 57,435 ​ 4.52% Collateralized loan obligations ​ ​ 560,979 ​ 40.83% ​ ​ 498,377 ​ 39.19% Total available for sale ​ ​ 1,040,920 ​ 75.78% ​ ​ 934,923 ​ 73.51% Held to maturity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. government agencies ​ ​ 5,795 ​ 0.42% ​ ​ 6,047 ​ 0.48% Mortgage-backed securities ​ ​ 153,667 ​ 11.19% ​ ​ 157,473 ​ 12.38% State and political subdivisions ​ ​ 173,266 ​ 12.61% ​ ​ 173,361 ​ 13.63% Total held to maturity ​ ​ 332,728 ​ 24.22% ​ ​ 336,881 ​ 26.49% Total securities ​ $ 1,373,648 ​ 100.00% ​ $ 1,271,804 ​ 100.00% ​ Investment securities that were pledged as collateral for borrowings and/or potential borrowings from the Federal Home Loan Bank and the Federal Reserve Bank, customer repurchase agreements, and other purposes as required or permitted by law totaled $186.3 million at March 31, 2023 and $183.5 million at December 31, 2022, leaving $1.2 billion in unpledged debt securities at March 31, 2023 and $1.1 billion at December 31, 2022. Securities that were pledged in excess of actual pledging needs and were thus available for liquidity purposes, if needed, totaled $58.3 million at March 31, 2023 and $43.1 million at December 31, 2022. ​ ALLOWANCE FOR CREDIT LOSSES – AFS INVESTMENT SECURITIES The allowance for credit losses on AFS investment securities, a contra-asset, is established through periodic provisions for credit losses on AFS investment securities. It is maintained at a level that is considered adequate to measure expected losses across the classes of major investment security types related to fluctuations in market conditions, primarily interest rates, and not reflective of a deterioration in credit value. The Company maintains that it has intent and ability to hold these securities until the amortized cost basis of each security is recovered and likewise concluded as of both January 1, 2022 and March 31, 2023 that it was not more likely than not that any of the securities in an unrealized loss position would be required to be sold. The following bullets outline additional support for management’s conclusion that no amount of the unrealized loss of the securities in an unrealized loss position as of January 1, 2022 and March 31, 2023 was attributable to credit deterioration and a risk of loss, requiring an allowance for credit losses. ● US Government Agencies are supported by the full faith and credit-worthiness of the U.S. Federal Government and the management did not consider a default, much less a loss on these securities to be a reasonable possibility as of either January 1, 2022 or March 31, 2023. ● Mortgage-backed securities issued by government sponsored entities (“GSEs”) carry an implicit guarantee by the U.S. Federal Government, as the GSEs can draw funds from the U.S. Federal Government up to a limit, with an implied ability to draw funds beyond the limit. Management did not consider a default, much less a loss on these securities to be a reasonable possibility as of either January 1, 2022 or March 31, 2023. 42 Table of Contents ● Management routinely monitors third party credit grades of the municipal issuers in the Company’s state and political subdivisions portfolio and as of both January 1, 2022 and March 31, 2023 noted that all municipal securities in an unrealized loss position were either investment grade rated or guaranteed. On a quarterly basis management receives financial information from a third-party service in order to monitor the underlying issuer’s financial stability. In addition, management performs annual reviews of the underlying municipal issuers financial statements in order to evaluate stability and repayment capacity and has noted no concerns with any of the bonds in the Company’s State and Local portfolio. As of both January 1, 2022 and March 31, 2023 management concluded that no allowance for credit losses was warranted on any of the Company’s municipal securities and the unrealized loss position of each of the securities reflected fluctuations in market conditions, primarily interest rates, since the time of purchase. ● The Company has invested in corporate debt issuances of other financial institutions. Various financial metrics of each of the issuing financial institutions are reviewed by management quarterly, these metrics include credit quality, reserve adequacy, profitability and capital. Following review of the financial metrics available for each of the underlying institutions as of January 1, 2022 and March 31, 2023 management concluded that the unrealized loss position of these securities related exclusively to the fluctuation in market conditions, primarily interest rates, from the date of purchase, and were not reflective of any credit concerns with the issuing financial institution. These bonds were subject to a credit review by the credit administration department prior to their purchase and are subject to ongoing quarterly reviews. ● The Company has invested exclusively in AA and AAA tranches of various collateralized loan obligations, which are securitizations of commercial loans. Each purchase is subject to a credit, concentration, and structure review by the credit administration department prior to their purchase and are subject to ongoing quarterly reviews. Management monitors the credit rating of these investments on a quarterly basis in addition to various performance metrics available through a third-party informational service. Following review of financial metrics as of both January 1, 2022 and March 31, 2023 management concluded that the unrealized loss position of these securities related exclusively to the fluctuation in market conditions, primarily interest rate spreads, from the date of purchase, and were not reflective of any credit concerns with the tranches comprising the Company’s investments. ​ LOAN PORTFOLIO A distribution of the Company’s loans showing the balance and percentage of loans by type is presented for the noted periods in the table below. The balances in the table are after deferred or unamortized loan origination, extension, or commitment fees, and deferred origination costs. While not reflected in the loan totals and not currently comprising a material segment of our lending activities, the Company also occasionally originates and sells, or participates out portions of loans to non-affiliated investors. 43 Table of Contents Loan Distribution (dollars in thousands, unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 ​ ​ Amount ​ Percent ​ Amount ​ Percent Real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other construction/land ​ ​ 15,596 ​ 0.78% ​ ​ 18,357 ​ 0.90% 1-4 family - closed-end ​ ​ 415,187 ​ 20.64% ​ ​ 417,092 ​ 20.55% Equity lines ​ ​ 19,262 ​ 0.96% ​ ​ 21,638 ​ 1.07% Multi-family residential ​ ​ 92,040 ​ 4.58% ​ ​ 91,485 ​ 4.51% Commercial real estate - owner occupied ​ ​ 313,861 ​ 15.61% ​ ​ 323,895 ​ 15.96% Commercial real estate - non-owner occupied ​ ​ 909,884 ​ 45.24% ​ ​ 891,197 ​ 43.91% Farmland ​ ​ 93,141 ​ 4.63% ​ ​ 113,594 ​ 5.60% Total real estate ​ ​ 1,858,971 ​ 92.44% ​ ​ 1,877,258 ​ 92.49% Agricultural ​ ​ 26,672 ​ 1.33% ​ ​ 28,193 ​ 1.39% Commercial and industrial ​ ​ 75,763 ​ 3.77% ​ ​ 77,695 ​ 3.83% Mortgage warehouse lines ​ ​ 68,472 ​ 3.41% ​ ​ 65,439 ​ 3.22% Consumer loans ​ ​ 4,114 ​ 0.20% ​ ​ 4,232 ​ 0.21% Total loans ​ ​ 2,033,992 ​ 101.15% ​ ​ 2,052,817 ​ 101.14% Allowance for credit losses on loans ​ ​ (23,090) ​ (1.15)% ​ ​ (23,060) ​ (1.14)% Total loans, net ​ $ 2,010,902 ​ 100.00% ​ $ 2,029,757 ​ 100.00% ​ Net loans at $2.0 billion, decreased $18.9 million during the first three months of 2023 with an overall 1% change. The net change did have offsetting components with the larger fluctuations being a $3.0 million increase in mortgage warehouse line utilization, and an $18.7 million increase in non-owner occupied commercial real estate. Unfavorable larger loan variances include a $20.5 million decrease in farmland, and a $10.0 million decrease in owner-occupied commercial real estate. As indicated in the loan roll forward below, new credit extended for the first quarter of 2023 increased $30.1 million over the same period in 2022 but decreased $14.6 million for the linked quarter comparisons. For the first three months ended 2023 we had $48.8 million in loan paydowns and maturities, along with a $3.0 million increase in mortgage warehouse line utilization and a $25.8 million decrease in line of credit utilization. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LOAN ROLLFORWARD ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in Thousands, Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended: ​ ​ ​ March 31, 2023 ​ ​ December 31, 2022 ​ ​ March 31, 2022 Gross loans beginning balance ​ $ 2,052,940 ​ $ 2,020,364 ​ $ 1,989,726 New credit extended ​ ​ 52,609 ​ ​ 67,170 ​ ​ 22,543 Loan purchases ​ ​ — ​ ​ — ​ ​ 126,718 Changes in line of credit utilization ​ ​ (25,790) ​ ​ (3,361) ​ ​ (19,335) Change in mortgage warehouse ​ ​ 3,033 ​ ​ 18,885 ​ ​ (44,005) Pay-downs, maturities, charge-offs and amortization (1) ​ ​ (48,824) ​ ​ (50,118) ​ ​ (92,316) Gross loans ending balance ​ ​ 2,033,968 ​ ​ 2,052,940 ​ ​ 1,983,331 ​ Over the past two years, the Company has strategically focused on reducing concentrations in commercial real estate, especially amongst areas management deemed to be higher risk such as construction, office real estate, and hospitality. At March 31, 2021, the total regulatory CRE ratio of total CRE over Tier 1 Capital plus allowance was 359%. At March 31, 2023, this ratio had declined to 249% which positions us well for growth. Further, the overall level of construction and land development lending had declined from 25% of regulatory capital plus allowance for credit losses at March 31, 2021, to 4% of regulatory capital plus allowance for credit losses at March 31, 2023. Further, overall committed office 44 Table of Contents real estate is 8.4% of total commitments at March 31, 2023. The office real estate loans are adjustable rates with most rate adjustments occurring beyond two years. During the next twenty four months, we have 39 office commercial real estate loans totaling $15.4 million that have scheduled interest rate resets. The Bank’s practice is to make commercial real estate loans with an “at origination” loan-to-value of 65% or lower using conservative underwriting standards. Over the past two years, noting the affect the pandemic had on the office building sector, new production of commercial real estate loans in this segment have been discouraged, resulting in reduced loan originations. Regarding line utilization, unused commitments, excluding mortgage warehouse and overdraft lines, were $223.6 million at March 31, 2023, compared to $219.7 million at December 31, 2022. Total utilization excluding mortgage warehouse and overdraft lines was 57% at March 31, 2023, compared to 59% at December 31, 2022. Mortgage warehouse utilization was 15% at March 31, 2023, compared to 10% at December 31, 2022. It should be noted that the majority of the mortgage warehouse lines were moved to repurchase agreement lines that provide stronger credit protection to the Company, as well as more favorable regulatory capital treatment as these repurchase lines are not considered off-balance sheet commitments. As expected, PPP loans continue to decline as borrowers receive forgiveness on these loans. There were eleven loans for $0.8 million outstanding at March 31, 2023, compared to fourteen loans for $1.8 million at December 31, 2022. NONPERFORMING ASSETS Nonperforming assets are comprised of loans for which the Company is no longer accruing interest, in addition to foreclosed assets which is primarily OREO, but can include other foreclosed assets. Nonperforming assets (dollars in thousands, unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 March 31, 2022 NON-ACCRUAL LOANS: ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ 1-4 family - closed-end ​ $ 485 ​ $ 629 ​ $ 1,713 Equity lines ​ ​ 93 ​ ​ 59 ​ ​ 845 Commercial real estate - owner occupied ​ ​ — ​ ​ — ​ ​ 399 Farmland ​ ​ 77 ​ ​ 15,812 ​ ​ 18,449 TOTAL REAL ESTATE ​ ​ 655 ​ ​ 16,500 ​ ​ 21,406 Agriculture ​ ​ 71 ​ ​ 2,855 ​ ​ 8,110 Commercial and industrial ​ ​ 210 ​ ​ 217 ​ ​ 912 Consumer loans ​ ​ 2 ​ ​ 7 ​ ​ 18 TOTAL NONPERFORMING LOANS ​ ​ 938 ​ ​ 19,579 ​ ​ 30,446 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreclosed assets ​ ​ — ​ ​ — ​ ​ 93 Total nonperforming assets ​ $ 938 ​ $ 19,579 ​ $ 30,539 Nonperforming loans as a % of total gross loans ​ ​ 0.05% ​ ​ 0.95% ​ ​ 1.54% Nonperforming assets as a % of total gross loans and foreclosed assets ​ ​ 0.05% ​ ​ 0.95% ​ ​ 1.54% ​ Total nonperforming assets, comprised of non-accrual loans and foreclosed assets, decreased by $18.6 million, or 95% during the first quarter of 2023. The significant decrease resulted from a decrease in non-accrual loans, primarily as a result of one relationship in the dairy industry consisting of four separate loans that were foreclosed on and subsequently sold in the first quarter of 2023. These loans were written down by $8.7 million during 2022 and no further allowance for credit losses was deemed necessary on these loans. The Company's ratio of nonperforming assets to loans plus foreclosed assets decreased to 0.05% at March 31, 2023, from 0.95% at December 31, 2022 due primarily to the resolution of the loan relationship previously mentioned. All of the Company's nonperforming assets are individually 45 Table of Contents evaluated for credit loss quarterly and management believes the established allowance for credit loss on such loans are appropriate. There were no foreclosed assets at March 31, 2023 and December 31, 2022., however when the Company does own foreclosed assets, they are periodically evaluated and written down to their fair value less expected disposition costs, if lower than the then-current carrying value. An action plan is in place for each of our non-accruing loans and they are all being actively managed. Collection efforts are continuously pursued for all nonperforming loans, but we cannot provide assurance that they will be resolved in a timely manner or that nonperforming balances will not increase. The Company had $1.5 million in loans past due 30-59 days at March 31, 2023. This is a decrease of $0.3 million over the balance at December 31, 2022. All of these past due loans are under management supervision and every effort is being taken to assist the borrowers and manage credit risk in this regard. ALLOWANCE FOR CREDIT LOSSES – LOANS RECEIVABLE The allowance for credit losses on loans, a contra-asset, is established through periodic provisions for credit losses on loans. It is maintained at a level that is considered adequate to measure expected losses on individually identified loans, as well as expected losses inherent in the remaining loan portfolio. Specifically identifiable and quantifiable losses are immediately charged off against the allowance; recoveries are generally recorded only when sufficient cash payments are received subsequent to the charge off. Due to the uncertainty of national and local economic conditions, the Company deferred implementation of the CECL accounting method under Financial Accounting Standards Board (FASB) Accounting Standards Update 2016-03 and related amendments, Financial Instruments – Credit Losses (Topic 326) under section 4014 of the CARES Act. The Company implemented CECL on January 1, 2022, and recorded a $10.4 million increase in the allowance for credit losses, which included a $0.9 million reserve for unfunded commitments as an adjustment to equity, net of deferred taxes. The Company's allowance for credit losses on loans was $23.1 million at both March 31, 2023, and December 31, 2022, and $22.5 million at March 31, 2022. The allowance was 1.14% of total loans at March 31, 2023, 1.12% of total loans at December 31, 2022, and 1.14% of total loans at March 31, 2022. Management's detailed analysis indicates that the Company's allowance for credit losses on loan should be sufficient to cover credit losses for the life of the loans outstanding as of March 31, 2023, but no assurance can be given that the Company will not experience substantial future losses relative to the size of the credit loss allowance for loans. A separate allowance of $0.9 million for potential credit losses inherent in unused commitments is included in other liabilities at March 31, 2023, unchanged from December 31, 2022. As mentioned previously a $0.9 million one-time adjustment was recorded to the reserve for unfunded commitments on January 1, 2022 upon the implementation of CECL. ​ 46 Table of Contents The following table summarizes activity in the credit allowance for losses on loans for the noted periods: Allowance for Credit Losses on Loans (dollars in thousands, unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ For the three months ended ​ For the year ended ​ March 31, March 31, December 31, Balances: ​ 2023 ​ 2022 ​ 2022 Average gross loans outstanding during period (1) ​ $ 2,033,750 ​ $ 1,951,695 ​ $ 2,006,283 Gross Loans outstanding at end of period ​ $ 2,033,968 ​ $ 1,983,331 ​ $ 2,052,940 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for credit losses on loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at beginning of period ​ $ 23,060 ​ $ 14,256 ​ $ 14,256 Adoption of ASC 326 ​ ​ — ​ ​ 9,454 ​ ​ 9,454 Provision charged to expense ​ ​ 250 ​ ​ 600 ​ ​ 10,898 Charge-offs ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ 1-4 family residential construction ​ ​ — ​ ​ — ​ ​ — Other construction/land ​ ​ — ​ ​ — ​ ​ — 1-4 family - closed-end ​ ​ — ​ ​ — ​ ​ — Equity lines ​ ​ — ​ ​ — ​ ​ — Multi-family residential ​ ​ — ​ ​ — ​ ​ — Commercial real estate- owner occupied ​ ​ — ​ ​ — ​ ​ — Commercial real estate- non-owner occupied ​ ​ — ​ ​ — ​ ​ 1,911 Farmland ​ ​ 1,248 ​ ​ 1,958 ​ ​ 4,418 Total real estate ​ ​ 1,248 ​ ​ 1,958 ​ ​ 6,329 Agricultural ​ ​ 29 ​ ​ — ​ ​ 4,787 Commercial and industrial ​ ​ 308 ​ ​ 74 ​ ​ 322 Consumer loans ​ ​ 395 ​ ​ 299 ​ ​ 1,396 Total ​ $ 1,980 ​ $ 2,331 ​ $ 12,834 Recoveries ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ 1-4 family residential construction ​ ​ — ​ ​ — ​ ​ — Other construction/land ​ ​ — ​ ​ 260 ​ ​ 260 1-4 family - closed-end ​ ​ 205 ​ ​ 87 ​ ​ 87 Equity lines ​ ​ — ​ ​ — ​ ​ 12 Multi-family residential ​ ​ — ​ ​ — ​ ​ — Commercial real estate- owner occupied ​ ​ — ​ ​ — ​ ​ — Commercial real estate- non-owner occupied ​ ​ — ​ ​ — ​ ​ — Farmland ​ ​ 257 ​ ​ — ​ ​ — Total real estate ​ ​ 462 ​ ​ 347 ​ ​ 359 Agricultural ​ ​ 1,025 ​ ​ — ​ ​ — Commercial and industrial ​ ​ 23 ​ ​ 20 ​ ​ 163 Consumer loans ​ ​ 250 ​ ​ 184 ​ ​ 764 Total ​ $ 1,760 ​ $ 551 ​ $ 1,286 Net loan charge offs (recoveries) ​ $ 220 ​ $ 1,780 ​ $ 11,548 Balance at end of period ​ $ 23,090 ​ $ 22,530 ​ $ 23,060 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RATIOS ​ ​ ​ ​ ​ ​ ​ ​ ​ Net charge-offs (recoveries) to average Loans (annualized) ​ ​ 0.04% ​ ​ 0.37% ​ ​ 0.58% Allowance for credit losses on Loans to gross Loans at end of period ​ ​ 1.14% ​ ​ 1.14% ​ ​ 1.12% Net loan charge-offs (recoveries) to allowance for credit losses on Loans at end of period ​ ​ 0.95% ​ ​ 7.90% ​ ​ 50.08% Net loan charge-offs (recoveries) to provision for credit losses on Loans ​ ​ 88.00% ​ ​ 296.67% ​ ​ 105.96% ​ (1) Average balances are obtained from the best available daily or monthly data and are net of deferred fees and related direct costs. The Company’s credit allowance for losses on loans at March 31, 2023 represents Management’s best estimate of expected losses in the loan portfolio as of that date, but no assurance can be given that the Company will not experience substantial losses relative to the size of the allowance. Furthermore, fluctuations in credit quality, changes in economic conditions, updated accounting or regulatory requirements, and/or other factors could induce us to augment or reduce the allowance. 47 Table of Contents OFF-BALANCE SHEET ARRANGEMENTS The Company maintains commitments to extend credit in the normal course of business, as long as there are no violations of conditions established in the outstanding contractual arrangements. It is unlikely that all unused commitments will ultimately be drawn down. Unused commitments to extend credit, which included standby letters of credit, totaled $705.2 million at March 31, 2023 and $895.6 million at December 31, 2022, representing approximately 35% of gross loans outstanding at March 31, 2023 and 44% at December 31, 2022. Included in unused commitments are mortgage warehouse lines which are mostly in the form of repo lines and are unconditionally cancellable. Unused commitments on mortgage warehouse lines were $401.5 million at March 31, 2023 and $594.6 million at December 31, 2022. The increase in unused commitments on mortgage warehouse lines is due in large part to the decrease in funded commitments due to the impact of recent interest rate increases. Unused commitments exclusive of mortgage warehouse lines have increased $2.7 million or 1% for the first three months of 2023 and are due to an increase in new lines of credit. The Company also had undrawn letters of credit issued to customers totaling $6.1 million at March 31, 2023 and $6.0 million at December 31, 2022. The effect on the Company’s revenues, expenses, cash flows and liquidity from the unused portion of commitments to provide credit cannot be reasonably predicted because there is no guarantee that the lines of credit will ever be used. However, the “Liquidity” section in this Form 10-Q outlines resources available to draw upon should we be required to fund a significant portion of unused commitments. In addition to unused commitments to provide credit, the Company is utilizing a $125 million letter of credit issued by the Federal Home Loan Bank on the Company’s behalf as security for certain local agency deposits which totaled $73.0 million at March 31, 2023. That letter of credit is backed by loans that are pledged to the FHLB by the Company. For more information on the Company’s off-balance sheet arrangements, see Note 7 to the consolidated financial statements located elsewhere herein. OTHER ASSETS Interest earning cash balances were discussed above in the “Investments” section, but the Company also maintains a certain level of cash on hand in the normal course of business as well as non-earning deposits at other financial institutions. Our balance of cash and due from banks depends on the timing of collection of outstanding cash items (checks), the amount of cash held at our branches, and our reserve requirement among other things, and it is subject to significant fluctuations in the normal course of business. While cash flows are normally predictable within limits, those limits are fairly broad and the Company manages its short-term cash position through the utilization of overnight loans to, and borrowings from, correspondent banks, including the Federal Reserve Bank and the Federal Home Loan Bank. Should a large “short” overnight position persist for any length of time, the Company typically raises money through focused retail deposit gathering efforts or by adding brokered time deposits. If a “long” position is prevalent, we could let brokered deposits or other wholesale borrowings roll off as they mature, or we might invest excess liquidity into investments or loans, subject to the bank’s risk tolerances. The Company’s balance of non-earning cash and due from banks was $81.7 million at March 31, 2023 relative to $72.8 million at December 31, 2022. Foreclosed assets are discussed above in the section titled “Nonperforming Assets.” Net premises and equipment decreased by $0.2 million during the first three months of 2023, to $22.3 million. This decline was primarily a result of normal depreciation, the disposal of obsolete equipment, net of new purchases. Goodwill was $27.4 million at March 31, 2023, unchanged during the first three months of 2023. Goodwill is tested for impairment annually, unless events and circumstances exist which indicate that an impairment test should be performed. A Goodwill impairment test was last performed during the fourth quarter 2022 and determined that no impairment existed. During the first three months of 2023, overall bank stock prices declined significantly after the liquidity events that led to the voluntary liquidation of one California bank, the failure of a $200 billion California Bank (second largest bank failure in history) and the failure of a $100 billion bank in New York. Given the recent events management felt it prudent to perform a current valuation in light of the recent slide in the Company’s stock price relative to the entire banking sector. After performing such valuation, management concluded that no impairment of the Company existed at March 31, 2023. Management will continue to evaluate whether or not a triggering event occurs, or circumstances 48 Table of Contents change that would more likely than not reduce the fair value of the Company below its carrying amount before the next annual test. ​ Bank-owned life insurance, with a balance of $52.3 million at March 31, 2023, is discussed in detail above in the “Noninterest Income and Noninterest Expense” section. DEPOSITS AND INTEREST-BEARING LIABILITIES DEPOSITS Deposits represent another key balance sheet category impacting the Company’s net interest income and profitability metrics. Deposits provide liquidity to fund growth in earning assets, and the Company’s net interest margin is improved to the extent that growth in deposits is concentrated in less volatile and typically less costly non-maturity accounts such as demand deposit accounts, NOW accounts, savings accounts, and money market demand accounts. Information concerning average balances and rates paid by deposit type is included in the Average Balances and Rates tables appearing above, in the section titled “Net Interest Income and Net Interest Margin.” A distribution of the Company’s deposits by type, showing the period-end balance and percentage of total deposits, is presented as of the dates indicated in the following table. Deposit Distribution (dollars in thousands, unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ December 31, 2022 ​ Amount ​ Percent ​ Amount ​ Percent Noninterest bearing demand deposits ​ $ 1,041,748 ​ 35.32% ​ $ 1,088,199 ​ 38.23% Interest bearing demand deposits ​ ​ 153,231 ​ 5.20% ​ ​ 150,875 ​ 5.30% NOW ​ ​ 484,318 ​ 16.42% ​ ​ 490,707 ​ 17.24% Savings ​ ​ 441,758 ​ 14.98% ​ ​ 456,980 ​ 16.06% Money market ​ ​ 123,162 ​ 4.18% ​ ​ 139,795 ​ 4.91% Time ​ ​ 519,771 ​ 17.63% ​ ​ 399,608 ​ 14.04% Brokered deposits ​ ​ 185,000 ​ 6.27% ​ ​ 120,000 ​ 4.22% Total deposits ​ $ 2,948,988 ​ 100.00% ​ $ 2,846,164 ​ 100.00% ​ Deposit balances grew by $102.8 million, or 4%, during the first quarter of 2023 to $2.9 billion at March 31, 2023. Core non-maturity deposits decreased $82.3 million, or 4%, for the first three months of 2023, while customer time deposits increased by $120.2 million. Brokered deposits increased $65.0 million during the quarter; to take advantage of preferential pricing over other forms of borrowed funds. Overall noninterest-bearing deposits as a percent of total deposits decreased to 35.3% at March 31, 2023, compared to 38.2% at December 31, 2022, and from 38.6% at March 31, 2022. From March 10, 2023 to March 31, 2023, overall deposits decreased by less than 0.04%. Overall uninsured deposits are estimated to be approximately $858.4 million, or 30% of total deposit balances, excluding public agency deposits that are subject to collateralization through a letter of credit issued by the FHLB. In addition, uninsured deposits of the bank’s customers are eligible for FDIC pass-through insurance if the customer opens an IntraFi Insured Cash Sweep account or a reciprocal time deposit through the Certificate of Deposit Account Registry System (CDARS). IntraFi allows for up to $150 million of combined pass-through FDIC insurance which would more than cover each of the Bank’s deposit customers if such customer desired to have such pass-through insurance. The Bank maintains a diversified deposit base with no significant customer concentrations and does not bank any cryptocurrency companies. At March 31, 2023, the Company had approximately 122,000 accounts and the 25 largest deposit balance customers had balances of less than 9% of overall deposits . ​ 49 Table of Contents Management is of the opinion that a relatively high level of core customer deposits is one of the Company’s key strengths, and we continue to strive for core deposit retention and growth. In particular, the Company’s ratio of noninterest-bearing deposits to total deposits was 35.3% at March 31, 2023 as compared to 38.2% at December 31, 2022. OTHER INTEREST-BEARING LIABILITIES The Company’s non-deposit borrowings may, at any given time, include fed funds purchased from correspondent banks, borrowings from the Federal Home Loan Bank, advances from the Federal Reserve Bank, securities sold under agreements to repurchase, subordinated notes and/or junior subordinated debentures. The Company uses short-term FHLB advances and fed funds purchased on uncommitted lines to support liquidity needs created by seasonal deposit flows, to temporarily satisfy funding needs from increased loan demand, and for other short-term purposes. The FHLB line is committed, but the amount of available credit depends on the level of pledged collateral. Total non-deposit interest-bearing liabilities decreased by $17.2 million, during the first three months of 2023. primarily due to a decrease in customer repurchase agreements and overnight borrowings. Customer repurchase agreements declined from $109.2 million at December 31, 2022 to $94.1 million at March 31, 2023. Customer repurchase agreements provide collateral for customers that sweep excess deposit balances each day into a separate repurchase agreement account where the Company effectively sells certain government bonds to customers daily and then repurchase the same bonds on the next business day. Although these accounts are not deposits and are not FDIC insured, they provide customers with larger account balances the ability to have their account secured with collateral. Other borrowings declined $2.2 million to $216.8 million at March 31, 2022 from $219.0 million at December 31, 2022 and consist of overnight borrowings from correspondent banks and FHLB advances. Overall borrowings from the FHLB and correspondent banks remained relatively unchanged during the first quarter of 2023. Long-term debt at March 31, 2023 consisted of $49.2 million of subordinated debt. This remained unchanged from December 31, 2022. Subordinated debentures related to $35.5 million of trust preferred securities at both March 31, 2023 and December 31, 2022. ​ OTHER NONINTEREST-BEARING LIABILITIES Other liabilities are principally comprised of operating lease right-of-use liabilities, accrued interest payable, other accrued but unpaid expenses, and certain clearing amounts. The Company’s balance of other liabilities was $41.5 million at March 31, 2023 as compared to $45.1 million at December 31, 2022, a decrease of $3.6 million or 8%. The decrease was primarily driven a reduced in accrued expenses. LIQUIDITY AND MARKET RISK MANAGEMENT LIQUIDITY Liquidity management refers to the Company’s ability to maintain cash flows that are adequate to fund operations and meet other obligations and commitments in a timely and cost-effective manner. Detailed cash flow projections are reviewed by Management on a monthly basis, with various stress scenarios applied to assess our ability to meet liquidity needs under unusual or adverse conditions. Liquidity ratios are also calculated and reviewed on a regular basis. While those ratios are merely indicators and are not measures of actual liquidity, they are closely monitored, and we are committed to maintaining adequate liquidity resources to draw upon should unexpected needs arise. The Company, on occasion, experiences cash needs as the result of loan growth, deposit outflows, asset purchases or liability repayments. To meet these short-term needs, we can borrow overnight funds from other financial institutions, 50 Table of Contents draw advances via Federal Home Loan Bank lines of credit, or solicit brokered deposits if customer deposits are not immediately obtainable from local sources. The Company continues to have substantial liquidity though unencumbered assets and available borrowings. In addition, the Company’s loan-to-deposit ratio declined from 72% at December 31, 2022 to 69% at March 31, 2023. At March 31, 2023, and December 31, 2022, the Company had the following sources of primary and secondary liquidity (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ Primary and secondary liquidity sources ​ ​ March 31, 2023 ​ ​ December 31, 2022 Cash and cash equivalents ​ $ 83,506 ​ $ 77,131 Unpledged investment securities ​ ​ 1,197,816 ​ ​ 1,097,164 Excess pledged securities ​ ​ 58,334 ​ ​ 43,096 FHLB borrowing availability ​ ​ 762,698 ​ ​ 718,842 Unsecured lines of credit ​ ​ 309,000 ​ ​ 237,000 Funds available through fed discount window ​ ​ 40,327 ​ ​ 42,278 Totals ​ $ 2,451,681 ​ $ 2,215,511 ​ The Company did not participate in the new Federal Reserve Bank Term Funding Program. Unpledged investment securities include $561.0 million of CLOs. As CLOs have a rate that resets every 90 days to current rates, the volatility of pricing of these securities is limited and the Company could sell such securities for liquidity at a significantly lower loss than selling lower rate fixed term securities such as US government bonds or municipal bonds. During the first quarter of 2023, the Bank sold a few CLOs at a modest gain and expects to continue to utilize the CLO portfolio for both interest rate risk management and liquidity purposes. ​ The Company performs regular stress tests on its liquidity and at this time, believes that we have sufficient primary and secondary liquidity sources for operations. ​ The Company has a higher level of actual balance sheet liquidity than might otherwise be the case, since we utilize a letter of credit from the FHLB rather than investment securities for certain pledging requirements. That letter of credit, which is backed by loans pledged to the FHLB by the Company, totaled $125 million at March 31, 2023 and December 31, 2022. Other sources of liquidity include the brokered deposit market, deposit listing services, and the ability to offer local time-deposit campaigns. Management is of the opinion that available investments and other potentially liquid assets, along with standby funding sources it has arranged, are more than sufficient to meet the Company’s current and anticipated short-term liquidity needs. The Company’s primary liquidity ratio and net loans to deposits were 32.4% and 69.0%, respectively, at March 31, 2023, as compared to internal policy guidelines of “greater than 15%” and “less than 95%.” Ratios and sub-limits for the various components comprising wholesale funding, which were all well within policy guidelines at March 31, 2023, are also periodically reviewed by Management and the Board. The Company has been able to maintain a robust liquidity position in recent periods, but no assurance can be provided that our liquidity position will continue at current strong levels. The holding company’s primary uses of funds include operating expenses incurred in the normal course of business, interest on trust preferred securities and subordinated debt, shareholder dividends, and share repurchases. Its primary source of funds is dividends from the Bank since the holding company does not conduct regular banking operations. As of March 31, 2023, the holding company maintained a cash balance of $27.8 million. Management anticipates that the holding company has sufficient liquidity to meet its funding requirements for the foreseeable future. Both the holding company and the Bank are subject to legal and regulatory limitations on dividend payments, as outlined in Item 5(c) Dividends in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 which was filed with the SEC. ​ ​ 51 Table of Contents INTEREST RATE RISK MANAGEMENT Market risk arises from changes in interest rates, exchange rates, commodity prices and equity prices. The Company does not engage in the trading of financial instruments, nor does it have exposure to currency exchange rates. Our market risk exposure is primarily that of interest rate risk, and we have established policies and procedures to monitor and limit our earnings and balance sheet exposure to changes in interest rates. The principal objective of interest rate risk management is to manage the financial components of the Company’s balance sheet in a manner that will optimize the risk/reward equation for earnings and capital under a variety of interest rate scenarios. To identify areas of potential exposure to interest rate changes, we utilize commercially available modeling software to perform monthly earnings simulations and calculate the Company’s market value of portfolio equity under varying interest rate scenarios. The model imports relevant information for the Company’s financial instruments and incorporates Management’s assumptions on pricing, duration, and optionality for anticipated new volumes. Various rate scenarios consisting of key rate and yield curve projections are then applied in order to calculate the expected effect of a given interest rate change on interest income, interest expense, and the value of the Company’s financial instruments. The rate projections can be shocked (an immediate and parallel change in all base rates, up or down), ramped (an incremental increase or decrease in rates over a specified time period), economic (based on current trends and econometric models) or stable (unchanged from current actual levels). In addition to a stable rate scenario, which presumes that there are no changes in interest rates, we typically use at least eight other interest rate scenarios in conducting our rolling 12-month net interest income simulations: upward shocks of 100, 200, 300, and 400 basis points, and downward shocks of 100, 200, and 300 basis points. Those scenarios may be supplemented, reduced in number, or otherwise adjusted as determined by Management to provide the most meaningful simulations considering economic conditions and expectations at the time. Pursuant to policy guidelines, we generally attempt to limit the projected decline in net interest income relative to the stable rate scenario to no more than 5% for a 100 basis point interest rate shock, 10% for a 200 basis point shock, 15% for a 300 basis point shock, and 20% for a 400 basis point shock. ​ The Company had the following estimated net interest income sensitivity profiles over one-year, without factoring in any potential negative impact on spreads resulting from competitive pressures or credit quality deterioration: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ March 31, 2022 Immediate change in Interest Rates (basis points) ​ % Change in Net Interest Income ​ $ Change in Net Interest Income ​ % Change in Net Interest Income ​ $ Change in Net Interest Income +400 ​ ​ (5.5)% ​ $ (6,530) ​ ​ 13.3% ​ $ 14,321 +300 ​ ​ (3.8)% ​ $ (4,554) ​ ​ 10.9% ​ $ 11,684 +200 ​ ​ (2.1)% ​ $ (2,562) ​ ​ 8.1% ​ $ 8,712 +100 ​ ​ (0.6)% ​ $ (764) ​ ​ 4.3% ​ $ 4,624 Base ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ -100 ​ ​ (2.6)% ​ $ (3,150) ​ ​ (9.2)% ​ $ (9,892) -200 ​ ​ (6.3)% ​ $ (7,478) ​ ​ N/A ​ ​ N/A -300 ​ ​ (7.1)% ​ $ (8,450) ​ ​ N/A ​ ​ N/A -400 ​ ​ (9.4)% ​ $ (11,223) ​ ​ N/A ​ ​ N/A ​ For the periods ending March 31, 2023 and March 31, 2022, management believes that the Company was liability sensitive, with net income decreasing in a rising and declining rate scenarios. The shift from being asset sensitive at March 31, 2022 to slightly liability sensitive at March 31, 2023, is primarily due to the change in assumption regarding low cost deposits. At March 31, 2023, it was assumed that over twelve months, a small portion of low-cost deposits would shift into higher cost deposits thus making the company slightly liability sensitive. Further, the Company has more variable rate liabilities at March 31, 2023 including overnight borrowings both in Fed Funds purchased and overnight FHLB borrowings and in customer time deposits tied to the prime interest rate. In addition, based on the magnitude of rate changes, interest rates on new loans did not increase at the rates modeled in 2022 and therefore, the beta on loan yields was lowered in modeling interest rate risk in 2023. Any change in interest rate in the model would expect to decrease net interest income. At March 31, 2023, the Company had $176.8 52 Table of Contents million in overnight borrowings as compared to none at March 31, 2022. At March 31, 2022, the Company had $186.4 million in overnight cash held with the Federal Reserve bank as compared to $0.7 million at March 31, 2023. The change in net interest income is similar for the up 100, 200, 300, and 400 basis point scenarios. If there were an immediate and sustained upward adjustment of 100 basis points in interest rates, all else being equal, net interest income over the next 12 months is projected to decline by $6.5 million, or 6%, relative to a stable interest rate scenario, with the favorable variance increasing marginally as interest rates rise higher. If there was an immediate downward adjustment of 100 basis points in interest rates, net interest income would drop $3.2 million or a negative variance of 3%. The change in net interest income in the down 200 basis point scenario is a decrease of $7.5 million or 6%. As a significant portion of the Company’s deposits remain in noninterest bearing accounts or low-cost deposit accounts, in a down rate scenario, these rates would not change or only change slightly. All interest rate shock scenarios are within our internal policy guidelines, and we will continue to monitor our interest rate risk profile and implement remedial changes if deemed appropriate. If there was an immediate downward adjustment of 100 basis points in interest rates, net interest income would drop $8.3 million or a negative variance of 8%. The reason for the drop in net interest income is, most deposit products are at their floors of 0.10% and cannot be re-priced lower, while non-floored interest earning assets such as loans and securities can theoretically still be re-priced lower in a falling rate environment. Due to the historically low current rate environment, we view any material interest rate reductions as unlikely in the near term. However, the potential percentage drop in net interest income in the “down 100 basis points” interest rate scenario exceeds our internal policy guidelines and we will continue to monitor our interest rate risk profile and implement remedial changes if deemed appropriate. ​ ​ ​ ​ ​ ​ ​ ​ In addition to the net interest income simulations shown above, we run stress scenarios for the unconsolidated Bank where we model the possibility of no balance sheet growth, the potential runoff of “surge” core deposits which flowed into the Bank in the most recent economic cycle, and unfavorable movement in deposit rates relative to yields on earning assets (i.e., higher deposit betas). When a static balance sheet and a stable interest rate environ­ment are assumed, projected annual net interest income is $2.9 million lower than in our standard simulation. The modeled economic value (or “fair value”) of financial instruments on the Company’s balance sheet will also vary under the interest rate scenarios previously discussed. The difference between the projected fair value of the Company’s financial assets and the fair value of its financial liabilities is referred to as the economic value of equity (“EVE”), and changes in EVE under different interest rate scenarios are effectively a gauge of the Company’s longer-term exposure to interest rate fluctuations. Fair values for financial instruments are estimated by discounting projected cash flows (principal and interest) at anticipated replacement interest rates for each account type, while the fair value of non-financial accounts is assumed to equal their book value for all rate scenarios. An economic value simulation is a static measure utilizing balance sheet accounts at a given point in time, and the measurement can change sub­stantially over time, as is evident in the tables below for the periods ending March 31, 2023 and 2022, respectively, as the Company’s balance sheet evolves and interest rate and yield curve assumptions are updated. The change in economic value under different interest rate scenarios depends on the characteristics of each class of financial instrument, including stated interest rates or spreads relative to current or projected market-level interest rates or spreads, the likelihood of principal prepayments, whether contractual interest rates are fixed or floating, and the average remaining time to maturity. As a general rule, fixed-rate financial assets become more valuable in declining rate scenarios and less valuable in rising rate scenarios, while fixed-rate financial liabilities gain in value as interest rates rise and lose value as interest rates decline. The longer the duration of the financial instrument, the greater the impact a rate change will have on its value. In our economic value simulations, estimated prepayments are factored in for financial instruments with stated maturity dates, and decay rates for non-maturity deposits are projected based on historical patterns and Management’s best estimates. ​ 53 Table of Contents Our EVE decreased in the past twelve months primarily from an increase in decay rates on certain non-maturity deposit accounts which significantly lowered the deposit values. The tables below show estimated changes in the Company’s EVE as modeled under different interest rate scenarios relative to the base case: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ March 31, 2022 Immediate change in Interest Rates (basis points) ​ % Change in Fair Value of Equity ​ $ Change in Fair Value of Equity ​ % Change in Fair Value of Equity ​ $ Change in Fair Value of Equity +400 ​ ​ 5.5% ​ $ 31,949 ​ ​ 25.8% ​ $ 171,796 +300 ​ ​ 5.4% ​ $ 31,524 ​ ​ 22.8% ​ $ 151,682 +200 ​ ​ 4.8% ​ $ 28,118 ​ ​ 18.4% ​ $ 122,257 +100 ​ ​ 3.0% ​ $ 17,588 ​ ​ 11.0% ​ $ 72,882 Base ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ -100 ​ ​ (3.8)% ​ $ (22,403) ​ ​ (20.2)% ​ $ (134,598) -200 ​ ​ (19.0)% ​ $ (111,121) ​ ​ N/A ​ ​ N/A -300 ​ ​ (21.2)% ​ $ (124,001) ​ ​ N/A ​ ​ N/A -400 ​ ​ (10.4)% ​ $ (60,974) ​ ​ N/A ​ ​ N/A ​ ​ The table shows that our EVE is modeled to deteriorate in declining rate scenarios but should benefit from a paral­lel shift upward in the yield curve. The rate of increase in EVE accelerates the higher interest rates rise. This increase in sensitivity is caused by the increase in gross deposits, namely, an increase in noninterest bearing deposits which become more valuable as interest rates rise. We also run stress scenarios for the unconsolidated Bank’s EVE to simulate the possibility of adverse movement in loan prepay­ment rates, unfavorable changes in deposit rates, and higher deposit decay rates. Model results are highly sensitive to changes in assumed decay rates for non-maturity deposits, in particular, with material unfavorable variances occurring relative to the standard simulations shown above as decay rates are increased. Furthermore, while not as extreme as the variances produced by increasing non-maturity deposit decay rates, EVE also displays a relatively high level of sensitivity to unfavorable changes in deposit rate betas in rising interest rate scenarios. The potential percentage change in EVE in all rate shock interest rate scenarios is within our internal policy guidelines. We continue to monitor our interest rate risk profile and implement remedial changes if deemed appropriate. ​ CAPITAL RESOURCES The Company had total shareholders’ equity of $307.0 million at March 31, 2023, comprised of $111.8 million in common stock, $4.6 million in additional paid-in capital, $246.7 million in retained earnings, and accumulated other comprehensive loss of $56.1 million. At the end of 2022, total shareholders’ equity was $303.6 million. The increase in equity during the first three months of 2022 is due to net income of $8.8 million, offset by a $3.5 million dividend paid to shareholders, $2.7 million in share repurchases, and a $0.5 million favorable swing in other comprehensive income/(loss) due principally to changes in investment securities' fair value. The remaining difference is related to stock options exercised and restricted stock compensation recognized during the quarter. The Company approved a new share repurchase program on October 20, 2022 (the 2023 Share Repurchase Plan) that was effective upon the expiration of the prior 2021 Share Repurchase Plan on October 31, 2022. The 2022 Share Repurchase Plan authorizes 630,000 shares to be repurchased and expires on October 31, 2023. Under the 2023 Share Repurchase Program, there were 146,418 shares repurchased in the first three months of 2023. The Company uses a variety of measures to evaluate its capital adequacy, including the leverage ratio which is calculated separately for the Company and the Bank. Management reviews these capital measurements on a quarterly basis and takes appropriate action to help ensure that they meet or surpass established internal and external guidelines. As permitted by the regulators for financial institutions that are not deemed to be “advanced approaches” institutions, the Company has elected to opt out of the Basel III requirement to include accumulated other comprehensive income in risk-based capital. The following table sets forth the Bank’s regulatory capital ratios as of the dates indicated. ​ ​ 54 Table of Contents Regulatory Capital Ratios ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum ​ Minimum ​ ​ ​ ​ ​ ​ ​ Requirement ​ Required ​ ​ ​ March 31, ​ December 31, ​ to be ​ Community Bank ​ ​ 2023 2022 Well Capitalized (1) ​ Leverage Ratio (2) ​ Bank of the Sierra ​ ​ ​ ​ ​ ​ ​ ​ ​ Tier 1 Capital to Adjusted Average Assets ("Leverage Ratio") (3) ​ 10.74 % 10.99 % 9.00 % 9.00 % Sierra Bancorp ​ ​ ​ ​ ​ ​ ​ ​ ​ Tier 1 Capital to Adjusted Average Assets ("Leverage Ratio") (3) ​ 10.13 % 10.30 % 9.00 % N/A ​ (1) The Company was subject to these minimum requirements under the regulatory framework for Prompt Corrective Action at December 31, 2019. (2) If the subsidiary bank’s Leverage Ratio exceeds the minimum ratio under the Community Bank Leverage Ratio Framework, it is deemed to be “well capitalized” under all other regulatory capital requirements. The Company may revert back to the regulatory framework for Prompt Corrective Action if the subsidiary bank’s Leverage Ratio falls below the minimum under the Community Bank Leverage Ratio Framework. (3) The Company has elected to phase in the impact of implementing CECL on regulatory capital over a three-year period. ​ The federal banking agencies published a final rule on November 13, 2019, that provided a simplified measure of capital adequacy for qualifying community banking organizations. A qualifying community banking organization that opts into the community bank leverage ratio framework and maintains a leverage ratio greater than 9 percent will be considered to have met the minimum capital requirements, the capital ratio requirements for the well capitalized category under the Prompt Corrective Action framework, and any other capital or leverage requirements to which the qualifying banking organization is subject. A qualifying community banking organization with a leverage ratio of greater than 9 percent may opt into the community bank leverage ratio framework if has average consolidated total assets of less than $10 billion, has off-balance-sheet exposures of 25% or less of total consolidated assets, and has total trading assets and trading liabilities of 5 percent or less of total consolidated assets. Further, the bank must not be an advance approaches banking organization. The final rule became effective January 1, 2020 and banks that meet the qualifying criteria can elect to use the community bank leverage framework starting with the quarter ended March 31, 2020. The CARES Act reduced the required community bank leverage ratio to 8% until the earlier of December 31, 2020, or the national emergency is declared over. Beginning in 2021 the CBLR was increased to 8.5% for the calendar year with the CBLR increasing to 9% on January 1, 2022. The federal bank regulatory agencies adopted an interim final rule to implement this change from the CARES Act. At September 30, 2021, the Company and the Bank met the criteria outlined in the final rule and the interim final rule and elected to measure capital adequacy under the CBLR framework. ​ PART I – FINANCIAL INFORMATION ITEM 3 QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information concerning quantitative and qualitative disclosures about market risk is included in Part I, Item 2 above. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Market Risk Management.” PART I – FINANCIAL INFORMATION