What changed in this filing

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Item 2. Management’s Discussion and Analysis

2020-11-04 compared with 2020-08-05 · 389 added, 353 removed, 748 unchanged (50% of the section changed)

24 unchanged sentences

For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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The Securities and Exchange Commission (SEC) maintains a web site which contains reports, proxy statements, and other information pertaining to registrants that file electronically with the SEC, including the Company.

4 unchanged sentences

We believe that the Company’s most critical accounting policies are those which the Company’s financial condition depends upon, and which involve the most complex or subjective decisions or assessments.

There have been no material changes to the Company’s critical accounting policies during the six months ended June 30, 2020.

There have been no material changes to the Company’s critical accounting policies during the nine months ended September 30, 2020.

Please refer to the Company’s 2019 Annual Report to Shareholders on Form 10-K for a complete listing of critical accounting policies.

6 unchanged sentences

The Bank commenced operations in January 1980 as a state-chartered bank.

As a state-chartered bank, the Bank is subject to primary supervision, examination and regulation by the California Department of Business Oversight (DBO).

As a state-chartered bank, the Bank is subject to primary supervision, examination and regulation by the California Department of Financial Protection and Innovation (DFPI).

The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (FDIC) up to the applicable limits thereof, and the Bank is subject to supervision, examination and regulations of the FDIC.

6 unchanged sentences

Dividend Declared

On July 22, 2020, the Board of Directors declared an $0.11 per share cash dividend payable on August 21, 2020 to shareholders of record as of August 7, 2020.

On October 28, 2020, the Board of Directors declared an $0.11 per share cash dividend payable on November 27, 2020 to shareholders of record as of November 13, 2020.

COVID-19 Pandemic

5 unchanged sentences

Our management team is focused on assessing the risks in our loan portfolio and working with our customers to minimize our losses.

While some industry segments are being more impacted by the COVID-19 pandemic than others, we believe that our credit risk related to the loans outstanding to customers in the higher risk categories is well managed.

While some industry segments are being more impacted by the COVID-19 pandemic than others, we believe that our credit risk

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related to the loans outstanding to customers in the higher risk categories is well managed.

This is primarily due to the existence of SBA and other loan guarantee programs, personal guarantees, and adequate collateralization.

11 unchanged sentences

After the initial $349 billion in funds for the PPP was exhausted, an additional $310 billion in funding for PPP loans was authorized.

As a preferred SBA lender, we are participating in the PPP to help provide loans to our business customers to provide them with additional working

As a preferred SBA lender, we are participating in the PPP to help provide loans to our business customers to provide them with additional working capital.

The Company has worked diligently with the SBA to qualify clients to receive PPP loans.

PPP borrowers who can demonstrate that the funding received has been used for certain purposes such as to cover payroll and rent costs and meet certain other requirements, can qualify for partial or full federal relief on loan principal and interest.

At present, the qualifying process for PPP borrowers to receive approval for loan forgiveness has yet to be finalized by the SBA.

Nonqualifying borrowers or borrowers who have not applied for forgiveness, who received loans under the CARES Act, are contractually obligated to begin making monthly repayments on principal and interest six months after their loans have funded.

13 unchanged sentences

We have also taken measures to protect the health and safety of our employees by implementing remote work arrangements to the full extent possible, and by adjusting banking center hours and operational measures to promote social distancing.

Management is closely monitoring credit metrics and performing stress testing on the Bank’s loan portfolio.

Management is closely monitoring credit metrics.

Additional resources have been shifted to credit administration to closely analyze higher risk segments within the loan portfolio, monitor and track loan payment deferrals and customer liquidity, and provide timely reporting to management and the board of directors.

10 unchanged sentences

While it is not possible to know the full universe or extent that the impact of COVID-19, and resulting measures to curtail its spread, will have on the Company’s operations, the Company is disclosing potentially material items of which it is aware.

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Financial position and results of operations

19 unchanged sentences

Such a charge would have no impact on tangible capital or regulatory capital.

It is possible that the lingering effects of COVID-19 could cause the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause us to perform an intangible asset impairment test and result in an impairment charge being recorded for that period.

In the event that the Company concludes that all or a portion of its intangible assets are impaired, a non-cash charge for the amount of such impairment would be recorded to earnings.

Such a charge would have no impact on tangible capital or regulatory capital.

Management considered the COVID-19 related economic downturn to be such a triggering event and therefore performed qualitative assessments at the end of the first and second quarters of 2020.

Given the continued economic impact of the pandemic, management determined it appropriate to perform a quantitative test as of September 30, 2020.

Management engaged a third party valuation specialist to assist with the performance of the quantitative goodwill impairment test in the third quarter of 2020.

Based on this quantitative test, it was determined that the fair value of the reporting unit exceeded the carrying value as of September 30, 2020.

Therefore, there was no impairment of goodwill recorded during the three and nine months ended September 30, 2020.

Processes, controls and business continuity plan

7 unchanged sentences

Depending on the demonstrated need of the client, the Company is deferring either the full loan payment or the principal component of the loan payment for up to 90 days.

As of June 30, 2020, based on the Bank’s discussion with these customers, loan customer requests to defer payments on loans totaling approximately $179 million were outstanding, of which, approximately $39 million or 22% expect to require up to an additional 90-day deferral, and $12 million or 6% expect they will require a loan modification.

In accordance with interagency guidance issued in March 2020, these short-term deferrals are not considered troubled debt restructurings.

As of September 30, 2020, based on the Bank’s discussion with these customers, loan customer requests to defer payments on loans totaling approximately $60.1 million were outstanding, of which, approximately $4.0 million or 7% expect to require up to an additional 90-day deferral, and $4.1 million or 6% expect they will require a loan modification.

In accordance with interagency guidance issued in March 2020 and Section 4013 of the Cares Act, these short-term deferrals are not considered troubled debt restructurings.

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With the passage of the PPP administered by the SBA, the Company is actively participating in assisting its customers with applications for resources through the program.

1 unchanged sentence

The Company believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program.

During the second quarter of 2020 and as of June 30, 2020, the Company closed 1,077 PPP loans representing $211,575,000 in funding.

During the nine months ended September 30, 2020, the Company closed 1,077 PPP loans representing $211,575,000 in funding.

It is the Company’s understanding that loans funded through the PPP program are fully guaranteed by the U.S.

5 unchanged sentences

It is possible that the Company’s asset quality measures could worsen at future measurement periods if the effects of COVID-19 are prolonged.

Second Quarter of 2020

For the second quarter of 2020, our consolidated net income was $2,301,000 compared to $6,087,000 for the same period in 2019.

Diluted EPS was $0.18 for the quarter ended June 30, 2020 compared to $0.45 for the same period in 2019.

The decrease in net income during the second quarter of 2020 compared to the same period in 2019 is primarily due an increase in provision for credit losses of $2,700,000, a decrease in non-interest income of $2,553,000 and a decrease in net interest income of $372,000, partially offset by a decrease in total non-interest expenses of $274,000 and a decrease in the provision for income taxes of $1,565,000.

During the quarter ended June 30, 2020, the Company recorded an decrease of $2,517,000 in net realized gains on sales and calls of investment securities.

During the quarter ended June 30, 2020, the Company recorded a $3,000,000 provision for credit losses, compared to a $300,000 provision during the quarter ended June 30, 2019.

During the quarter, we adjusted the economic risk factor methodology to incorporate the current economic implications from the COVID-19 pandemic.

Net interest margin (fully tax equivalent basis) decreased to 3.79% for the quarter ended June 30, 2020 compared to 4.50% for the same period in 2019.

Third Quarter of 2020

For the third quarter of 2020, our consolidated net income was $4,344,000 compared to $5,691,000 for the same period in 2019.

Diluted EPS was $0.35 for the quarter ended September 30, 2020 compared to $0.42 for the same period in 2019.

The decrease in net income during the third quarter of 2020 compared to the same period in 2019 is primarily due to a decrease in non-interest income of $1,651,000, an increase in provision for credit losses of $350,000, an increase in total non-interest expenses of $194,000, and a decrease in net interest income of $162,000, partially offset by a decrease in the provision for income taxes of $1,010,000.

During the quarter ended September 30, 2020, the Company recorded a decrease of $1,628,000 in net realized gains on sales and calls of investment securities.

During the quarter ended September 30, 2020, the Company recorded a $600,000 provision for credit losses, compared to a $250,000 provision during the quarter ended September 30, 2019.

During the first quarter of 2020, we adjusted the economic risk factor methodology to incorporate the current economic implications from the COVID-19 pandemic.

Net interest margin (fully tax equivalent basis) decreased to 3.63% for the quarter ended September 30, 2020 compared to 4.50% for the same period in 2019.

The net interest margin period-to-period comparisons were impacted by the decrease in the yield on the average investment securities, the decrease in the yield on the loan portfolio, the decrease in the effective yield on interest earning deposits in other banks and Federal Funds sold, and the decrease in the cost of total interest-bearing liabilities.

The effective yield on average investment securities, including interest-earning deposits in other banks and Federal funds sold, decreased to 2.37% for the three months ended June 30, 2020, compared to 3.17% for the three months ended June 30, 2019.

The effective yield on average loans decreased to 4.71% for the three months ended June 30, 2020, compared to 5.55% for the three months ended June 30, 2019.

The effective yield on average investment securities, including interest-earning deposits in other banks and Federal funds sold, decreased to 2.07% for the three months ended September 30, 2020, compared to 3.07% for the three months ended September 30, 2019.

The effective yield on average loans decreased to 4.68% for the three months ended September 30, 2020, compared to 5.55% for the three months ended September 30, 2019.

The decrease in the loan yield was impacted by Company’s issuance of PPP loans.

Total average PPP loans, which yield 1.00%, were $160,392,000 for the three months ended June 30, 2020.

The cost of deposits (calculated by dividing annualized interest expense on interest bearing deposits by total deposits), decreased to 0.10% for the quarter ended June 30, 2020 compared to 0.15% for the same period in 2019.

Non-interest income decreased $2,553,000 or 55.52% to $2,045,000 for the quarter ended June 30, 2020 compared to $4,598,000 for the same period in 2019, primarily driven by a decrease of $2,517,000 in net realized gains on sales and calls of investment securities, a decrease in service charge income of $266,000, a decrease in interchange fees of $77,000, and a decrease in Federal Home Loan Bank (“FHLB”) dividends of $43,000, offset by an increase in loan placement fees of $341,000, and an increase of $23,000 in other income.

Non-interest expense for the quarter ended June 30, 2020 decreased $274,000 or 2.33% from the comparable period due to decreases in salaries and employee benefits, occupancy and equipment, information technology, directors’ expenses, tax provision, amortization of software, education and training, mileage and travel, armored courier fees, risk management expenses, stationery/supplies, telephone expenses, personnel, operating losses, advertising expenses and other expenses, partially offset by increases in professional services, regulatory assessment, data processing, and ATM/debit card expenses.

Annualized return on average equity for the second quarter of 2020 decreased to 4.14% compared to 10.68% for the same period in 2019.

Total average PPP loans, which yield 1.00%, were $211,559,000 for the three months ended September 30, 2020.

The cost of deposits (calculated by dividing annualized interest expense on interest bearing deposits by total deposits), decreased to 0.09% for the quarter ended September 30, 2020 compared to 0.17% for the same period in 2019.

Non-interest income decreased $1,651,000 or 44.36% to $2,071,000 for the quarter ended September 30, 2020 compared to $3,722,000 for the same period in 2019, primarily driven by a decrease of $1,628,000 in net realized gains on sales and calls of investment securities, a decrease in service charge income of $209,000, a decrease of $148,000 in other income, a decrease in interchange fees of $19,000, and a decrease in Federal Home Loan Bank (“FHLB”) dividends of $38,000, offset by an increase in loan placement fees of $397,000.

Non-interest expense for the quarter ended September 30, 2020 increased $194,000 or 1.68% from the comparable period due to increases in professional services, regulatory assessment, data processing, loan related expenses, and alarm expenses, partially offset by decreases occupancy and equipment, information technology, directors’ expenses, tax provision, amortization of software, education and training, mileage and travel, armored courier fees, risk management expenses, stationery/supplies, telephone expenses, personnel, operating losses, advertising expenses, other expenses, and ATM/debit card expenses.

Annualized return on average equity for the third quarter of 2020 decreased to 7.50% compared to 9.77% for the same period in 2019.

The decrease in return on average equity reflects a decrease in net income compared to the prior year.

Annualized return on average assets was 0.51% and 1.54% for the quarter ended June 30, 2020 and 2019, respectively.

Total average equity decreased to $222,479,000 for the second quarter of 2020 compared to $227,933,000 for the second quarter of 2019.

The Company declared and paid $0.11 per share in cash dividends to holders of common stock during the second quarter of 2020, compared to $0.11 in dividends declared and paid during the second quarter of 2019.

Our average total assets increased $229,743,000 or 14.50% to $1,813,865,000 during the second quarter of 2020 compared to the same period in 2019.

Total average interest-earning assets increased $231,968,000 or 16.19% in the second quarter of 2020 compared to the same period of 2019.

Average total loans, including nonaccrual loans, increased $138,153,000 or 14.71% in the second quarter of 2020 compared to the same period in 2019.

Average total investments and interest-earning deposits in other banks increased $92,982,000 or 18.73% in the period ended June 30, 2020 compared to the same period in 2019.

Average interest-bearing liabilities increased $21,330,000 or 2.71% in the period ended June 30, 2020 compared to the same period in 2019.

Annualized return on average assets was 0.90% and 1.43% for the quarter ended September 30, 2020 and 2019, respectively.

Total average equity decreased to $231,656,000 for the third quarter of 2020 compared to $233,077,000 for the third quarter of 2019.

The Company declared and paid $0.11 per share in cash dividends to holders of common stock during the third quarter of 2020, compared to $0.11 in dividends declared and paid during the third quarter of 2019.

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Our average total assets increased $340,227,000 or 21.42% to $1,928,594,000 during the third quarter of 2020 compared to the same period in 2019.

Total average interest-earning assets increased $338,229,000 or 23.61% in the third quarter of 2020 compared to the same period of 2019.

Average total loans, including nonaccrual loans, increased $174,643,000 or 18.41% in the third quarter of 2020 compared to the same period in 2019.

Average total investments and interest-earning deposits in other banks increased $163,709,000 or 33.67% in the period ended September 30, 2020 compared to the same period in 2019.

Average interest-bearing liabilities increased $97,855,000 or 12.84% in the period ended September 30, 2020 compared to the same period in 2019.

Average non-interest bearing demand deposits increased 43.22% to $807,052,000 in 2020 compared to $563,498,000 in 2019.

The ratio of average non-interest bearing demand deposits to average total deposits was 48.39% in the second quarter of 2020 compared to 42.45% in 2019.

First Six Months of 2020

For the six months ended June 30, 2020, our consolidated net income was $8,924,000 compared to $11,303,000 for the same period in 2019.

Diluted EPS was $0.71 for the first six months of 2020 compared to $0.83 for the first six months of 2019.

Net income for the six-month period ended June 30, 2020 decreased 21.05%, compared to the six-month period ended June 30, 2019, primarily driven by a decrease in net interest income, an increase in non-interest expense, and an increase in the provision for credit losses, partially offset by an increase in net realized gains on sales and calls of investment securities, an increase in loan placement fees, and a decrease in provision for income taxes.

The ratio of average non-interest bearing demand deposits to average total deposits was 48.56% in the third quarter of 2020 compared to 43.24% in 2019.

First Nine Months of 2020

For the nine months ended September 30, 2020, our consolidated net income was $13,268,000 compared to $16,994,000 for the same period in 2019.

Diluted EPS was $1.05 for the first nine months of 2020 compared to $1.25 for the first nine months of 2019.

Net income for the nine-month period ended September 30, 2020 decreased 21.93%, compared to the nine-month period ended September 30, 2019, primarily driven by a decrease in net interest income, an increase in non-interest expense, and an increase in the provision for credit losses, partially offset by a decrease in net realized gains on sales and calls of investment securities, an increase in loan placement fees, and a decrease in provision for income taxes.

Net interest income before the provision for credit losses decreased $339,000 or 0.71%.

Net interest income during the first six months of 2020 and 2019 benefited by approximately 453,000 and 183,000, respectively, in nonrecurring income from prepayment penalties and payoff of loans previously on nonaccrual status.

Excluding these benefits, net interest income for the six months ended June 30, 2020, increased by $864,000 compared to the six-month period ended June 30, 2019.

Non-interest income increased $1,014,000 or 13.39%, and non-interest expense increased $138,000 or 0.59% in the first six months ended of 2020 compared to first six months ended of 2019.

During the six months ended June 30, 2020, the Company recorded a provision for credit losses of $4,375,000 compared to $275,000 during same period in 2019.

Net recoveries of previously charged-off loans totaling $432,000 and $26,000 during the six months ended June 30, 2020 and 2019, respectively.

Annualized return on average equity for the six months ended June 30, 2020 decreased to 7.92% compared to 10.06% for the same period in 2019.

The decrease in return on average equity reflects decrease in net income and the increase in average shareholders’ equity compared to the prior year.

Annualized return on average assets was 1.05% and 1.45% for the six months ended June 30, 2020 and 2019, respectively.

Total average equity was $225,240,000 for the six months ended June 30, 2020 compared to $224,742,000 for the same period in 2019.

The increase in shareholders’ equity was driven by the retention of earnings net of dividends paid, and an increase in net unrealized gains on available-for-sale (AFS) securities recorded, net of estimated taxes, in accumulated other comprehensive income (AOCI).

Our average total assets increased $143,423,000 or 9.18% in the first six months of 2020 compared to the same period in 2019.

Total average interest-earning assets increased $138,720,000 or 9.80% comparing the first six months of 2020 to the same period in 2019.

Average total loans, including nonaccrual loans, increased $78,236,000 or 8.48% comparing the first six months of 2020 to the same period in 2019.

The effective yield on average loans decreased to 5.13% for the six months June 30, 2020, compared to 5.59% for the six months June 30, 2019.

Total average PPP loans, which yield 1.00%, were $80,196,000 for the six months ended June 30, 2020.

Excluding PPP loans from total average loans, the effective yield on average loans for the six months ended June 30, 2020 was 5.42%.

Average total investments (securities and interest-earning deposits) increased $59,421,000, or 11.98% in the six-month period ended June 30, 2020 compared to the same period in 2019, with average interest-bearing liabilities decreasing $8,938,000 or 1.16% on a period to period comparison.

Our net interest margin (fully tax equivalent basis) for the first six months ended June 30, 2020 decreased to 4.11% compared to 4.56% for the same period in 2019.

The decrease in net interest margin in the period-to-period comparison resulted primarily from an decrease in the effective yield on the Company’s average investment securities, the decrease in the yield on the loan portfolio, and the increase in the effective yield on interest-earning deposits in other banks and Federal funds sold, partially offset by the decrease in the cost of total interest-bearing liabilities.

The effective yield on interest-earning assets decreased 53 basis points to 4.22% for the six-month period ended June 30, 2020 compared to 4.75% for the same period in 2019.

For the six-month period ended June 30, 2020, the effective yield on investment securities, including Federal funds sold and interest-earning deposits in other banks, decreased 58 basis points, compared to the same period in the prior year, and the effective yield on loans decreased 46 basis points.

Net interest income during the first nine months of 2020 and 2019 benefited by approximately $505,000 and $593,000, respectively, in nonrecurring income from prepayment penalties and payoff of loans previously on nonaccrual status.

Excluding these benefits, net interest income for the nine months ended September 30, 2020, decreased by $540,000 compared to the nine-month period ended September 30, 2019.

Non-interest income decreased $637,000 or 5.64%, and non-interest expense increased $333,000 or 0.95% in the first nine months ended of 2020 compared to first nine months ended of 2019.

During the nine months ended September 30, 2020, the Company recorded a provision for credit losses of $4,975,000 compared to $525,000 during same period in 2019.

Net recoveries of previously charged-off loans totaling $552,000 and $134,000 during the nine months ended September 30, 2020 and 2019, respectively.

Annualized return on average equity for the nine months ended September 30, 2020 decreased to 7.78% compared to 9.96% for the same period in 2019.

The decrease in return on average equity reflects the decrease in net income compared to the prior year.

Annualized return on average assets was 0.99% and 1.44% for the nine months ended September 30, 2020 and 2019, respectively.

Total average equity was $227,394,000 for the nine months ended September 30, 2020 compared to $227,551,000 for the same period in 2019.

The change in shareholders’ equity was driven by the retention of earnings net of dividends paid, and an increase in net unrealized gains on available-for-sale (AFS) securities recorded, net of estimated taxes, in accumulated other comprehensive income (AOCI).

Our average total assets increased $209,471,000 or 13.33% in the first nine months of 2020 compared to the same period in 2019.

Total average interest-earning assets increased $205,691,000 or 14.47% comparing the first nine months of 2020 to the same period in 2019.

Average total loans, including nonaccrual loans, increased $110,574,000 or 11.87% comparing the first nine months of 2020 to the same period in 2019.

The effective yield on average loans decreased to 4.97% for the nine months September 30, 2020, compared to 5.58% for the nine months September 30, 2019.

Total average PPP loans, which yield 1.00%, were $124,303,000 for the nine months ended September 30, 2020.

Excluding PPP loans from total average loans, the effective yield on average loans for the nine months ended September 30, 2020 was 5.34%.

Average total investments (securities and interest-earning deposits) increased $94,449,000, or 19.17% in the nine-month period ended September 30, 2020 compared to the same period in 2019, with average interest-bearing liabilities decreasing $38,803,000 or 5.06% on a period to period comparison.

Our net interest margin (fully tax equivalent basis) for the first nine months ended September 30, 2020 decreased to 3.93% compared to 4.54% for the same period in 2019.

The decrease in net interest margin in the period-to-period comparison resulted primarily from a decrease in the effective yield on the Company’s average investment securities, the decrease in the yield on the loan portfolio, and the decrease in the effective yield on interest-earning deposits in other banks and Federal funds sold, partially offset by the decrease in the cost of total interest-bearing liabilities.

The effective yield on interest-earning assets decreased 69 basis points to 4.04% for the nine-month period ended September 30, 2020 compared to 4.73% for the same period in 2019.

For the nine-month period ended September 30, 2020, the effective yield on investment securities, including Federal funds sold and interest-earning deposits in other banks, decreased 75 basis points, compared to the same period in the prior year, and the effective yield on loans decreased 61 basis points.

The cost of total interest-bearing liabilities decreased 14 basis points to 0.21% compared to 0.35% for the same period in 2019.

The cost of total deposits, including noninterest bearing accounts decreased to 0.11% compared to 0.13% for the six months ended June 30, 2020 and 2019.

Net interest income before the provision for credit losses for the six months ended June 30, 2020 was $31,603,000 compared to $31,781,000 for the same period in 2019, a decrease of $178,000 or 0.56%.

Net interest income decreased as a result of yield changes, asset mix changes, and a increase in interest-bearing liabilities, offset by a increase in average earning assets.

The cost of total deposits, including noninterest bearing accounts decreased to 0.10% compared to 0.15% for the nine months ended September 30, 2020 and 2019.

Net interest income before the provision for credit losses for the nine months ended September 30, 2020 was $47,646,000 compared to $47,985,000 for the same period in 2019, a decrease of $339,000 or 0.71%.

Net interest income decreased as a result of yield changes, asset mix changes, and an increase in interest-bearing liabilities, offset by an increase in average earning assets.

The Bank recovered $505,000 and $593,000, of foregone interest income and prepaid payment penalties in 2020 and 2019, respectively.

The Bank had non-accrual loans totaling $2,406,000 at June 30, 2020, compared to $1,693,000 at December 31, 2019 and 2,442,000 at June 30, 2019.

The Company had no other real estate owned or repossessed assets at June 30, 2020, December 31, 2019, or June 30, 2019.

At June 30, 2020, we had total net loans of $1,111,954,000, total assets of $1,913,731,000, total deposits of $1,649,557,000, and shareholders’ equity of $228,558,000.

The Bank had non-accrual loans totaling $3,458,000 at September 30, 2020,

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compared to $1,693,000 at December 31, 2019 and 2,157,000 at September 30, 2019.

The Company had no other real estate owned or repossessed assets at September 30, 2020, December 31, 2019, or September 30, 2019.

At September 30, 2020, we had total net loans of $1,095,232,000, total assets of $1,950,560,000, total deposits of $1,681,214,000, and shareholders’ equity of $235,780,000.

Key Factors in Evaluating Financial Condition and Operating Performance

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Our return to shareholders is determined in a ratio that measures the return on average equity (ROE).

ROE is a ratio that

measures net income divided by average shareholders’ equity.

Our annualized ROE was 7.92% for the six months ended June 30, 2020 compared to 10.07% for the year ended December 31, 2019 and 10.06% for the six months ended June 30, 2019.

Our net income for the six months ended June 30, 2020 decreased $2,379,000 or 21.05% to $8,924,000 compared to $11,303,000 for the six months ended June 30, 2019, primarily driven by a decrease in net interest income, an increase in non-interest expenses, and an increase in the provision for credit losses, partially offset by an increase in net realized gains on sales and calls of investment securities, an increase in loan placement fees, and a decrease in provision for income taxes.

Net interest margin (NIM) decreased 45 basis points for the six-month period ended June 30, 2020 compared to the six months ended June 30, 2019.

Diluted EPS was $0.71 for the six months ended June 30, 2020 and $0.83 for the same period in 2019.

ROE is a ratio that measures net income divided by average shareholders’ equity.

Our annualized ROE was 7.78% for the nine months ended September 30, 2020 compared to 10.07% for the year ended December 31, 2019 and 9.96% for the nine months ended September 30, 2019.

Our net income for the nine months ended September 30, 2020 decreased $3,726,000 or 21.93% to $13,268,000 compared to $16,994,000 for the nine months ended September 30, 2019, primarily driven by a decrease in net interest income, a decrease in net realized gains on sales and calls of investment securities, an increase in non-interest expenses, and an increase in the provision for credit losses, partially offset by an increase in loan placement fees, and a decrease in provision for income taxes.

Net interest margin (NIM) decreased 61 basis points for the nine-month period ended September 30, 2020 compared to the nine months ended September 30, 2019.

Diluted EPS was $1.05 for the nine months ended September 30, 2020 and $1.25 for the same period in 2019.

Return on Average Assets

Our return on average assets (ROA) is a ratio that we use to compare our performance with other banks and bank holding companies.

Our annualized ROA for the six months ended June 30, 2020 was 1.05% compared to 1.35% for the year ended December 31, 2019 and 1.45% for the six months ended June 30, 2019.

The decrease in ROA for the six months ended June 30, 2020 compared to June 30, 2019 was due to the decrease in net income, notwithstanding a increase in in average assets.

Average assets for the six months ended June 30, 2020 was $1,705,964,000 compared to $1,574,089,000 for the year ended December 31, 2019.

Our annualized ROA for the nine months ended September 30, 2020 was 0.99% compared to 1.35% for the year ended December 31, 2019 and 1.44% for the nine months ended September 30, 2019.

The decrease in ROA for the nine months ended September 30, 2020 compared to September 30, 2019 was due to the decrease in net income, notwithstanding an increase in in average assets.

Average assets for the nine months ended September 30, 2020 was $1,780,716,000 compared to $1,574,089,000 for the year ended December 31, 2019.

Median ROA for our peer group was 1.37% for the year ended December 31, 2019.

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Specifically, we have focused on net interest income through a variety of processes, including increases in average interest earning assets, and minimizing the effects of the recent interest rate changes on our net interest margin.

The Company’s net interest margin (fully tax equivalent basis) decreased to 4.11% for the six months ended June 30, 2020, compared to 4.56% for the same period in 2019.

The Company’s net interest margin (fully tax equivalent basis) decreased to 3.93% for the nine months ended September 30, 2020, compared to 4.54% for the same period in 2019.

The decrease in net interest margin in the period-over-period comparison resulted primarily from the decrease in the effective yield on average investment securities (including interest-earning deposits in other banks and Federal funds sold), and a decrease in the yield on the Company’s loan portfolio.

Interest-bearing liabilities continue to benefit from low interest rates.

In comparing the two periods ending June 30, 2020 and 2019, the effective yield on total earning assets decreased 53 basis points, while the cost of total interest-bearing liabilities decreased 11 basis points and the cost of total deposits decreased to 0.11% compared to 0.13%.

Net interest income before the provision for credit losses for the six-month period ended June 30, 2020 was $31,603,000 compared to $31,781,000 for the same period in 2019.

Our non-interest income generally consists of service charges and fees on deposit accounts, fee income from loan placements and other services, appreciation in cash surrender value of bank-owned life insurance, net gains from sales of investment securities, FHLB dividends, and other income.

Non-interest income for the six months ended June 30, 2020 increased $1,014,000 or 13.39%, to $8,588,000 compared to $7,574,000 for the six months ended June 30, 2019.

The increase resulted primarily from increases in net realized gains on sales and calls of investment securities, loan placement fees, and gain related to the collection of life insurance proceeds;

offset by decreases in service charge income, interchange fees, and FHLB dividends, compared to the comparable 2019 period.

In comparing the two periods ending September 30, 2020 and 2019, the effective yield on total earning assets decreased 69 basis points, while the cost of total interest-bearing liabilities decreased 14 basis points and the cost of total deposits decreased to 0.10% compared to 0.15%.

Net interest income before the provision for credit losses for the nine-month period ended September 30, 2020 was $47,646,000 compared to $47,985,000 for the same period in 2019.

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investment securities, FHLB dividends, and other income.

Non-interest income for the nine months ended September 30, 2020 decreased $637,000 or 5.64%, to $10,659,000 compared to $11,296,000 for the nine months ended September 30, 2019.

The decrease resulted primarily from decreases in net realized gains on sales and calls of investment securities, service charge income, interchange fees, and FHLB dividends;

offset by increases in loan placement fees, and gain related to the collection of life insurance proceeds, compared to the comparable 2019 period.

Further detail of non-interest income is provided below.

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Asset quality is measured in terms of percentage of total loans and total assets and is a key element in estimating the future earnings of a company.

Total nonperforming assets were $2,406,000 and $1,693,000 at June 30, 2020 and December 31, 2019, respectively.

Nonperforming assets totaled 0.21% of gross loans as of June 30, 2020 and 0.18% of gross loans as of December 31, 2019.

The ratio of nonperforming assets to total assets was 0.13% as of June 30, 2020 and 0.11% as of December 31, 2019.

The nonperforming assets at June 30, 2020 and December 31, 2019 consisted of nonaccrual loans of $2,406,000 and $1,693,000, respectively.

The Company had no other real estate owned (OREO) or repossessed assets at June 30, 2020 or December 31, 2019.

Total nonperforming assets were $3,458,000 and $1,693,000 at September 30, 2020 and December 31, 2019, respectively.

Nonperforming assets totaled 0.31% of gross loans as of September 30, 2020 and 0.18% of gross loans as of December 31, 2019.

The ratio of nonperforming assets to total assets was 0.18% as of September 30, 2020 and 0.11% as of December 31, 2019.

The nonperforming assets at September 30, 2020 and December 31, 2019 consisted of nonaccrual loans of $3,458,000 and $1,693,000, respectively.

The Company had no other real estate owned (OREO) or repossessed assets at September 30, 2020 or December 31, 2019.

Management maintains certain loans that have been brought current by the borrower (less than 30 days delinquent) on nonaccrual status until such time as management has determined that the loans are likely to remain current in future periods.

The allowance for credit losses as a percentage of outstanding loan balance was 1.24% as of June 30, 2020 and 0.97% as of December 31, 2019.

The ratio of net charge-off (recovery) to average loans was (0.09)% as of June 30, 2020 and 0.11% as of December 31, 2019.

The allowance for credit losses as a percentage of outstanding loan balance was 1.32% as of September 30, 2020 and 0.97% as of December 31, 2019.

The ratio of net charge-off (recovery) to average loans was (0.07)% as of September 30, 2020 and 0.11% as of December 31, 2019.

As revenues from both net interest income and non-interest income are a function of asset size, the growth in assets has a direct impact in increasing net income and therefore ROE and ROA.

The majority of our assets are loans and investment securities, and the majority of our liabilities are deposits, and therefore the ability to generate deposits as a funding source for loans and investments is fundamental to our asset growth.

Total assets increased by $316,976,000 or 19.85% during the six months ended June 30, 2020 to $1,913,731,000 compared to $1,596,755,000 as of December 31, 2019, primarily due to the Company’s participation in the PPP.

Total gross loans increased by 19.35% or $182,511,000 to $1,125,891,000 as of June 30, 2020 compared to $943,380,000 as of December 31, 2019.

Total deposits increased 23.72% to $1,649,557,000 as of June 30, 2020 compared to $1,333,285,000 as of December 31, 2019.

Our loan-to-deposit ratio at June 30, 2020 was 68.25% compared to 70.76% at December 31, 2019.

Total assets increased by $353,805,000 or 22.16% during the nine months ended September 30, 2020 to $1,950,560,000 compared to $1,596,755,000 as of December 31, 2019, primarily due to the Company’s participation in the PPP.

Total gross loans increased by 17.65% or $166,509,000 to $1,109,889,000 as of September 30, 2020 compared to $943,380,000 as of December 31, 2019.

Total deposits increased 26.10% to $1,681,214,000 as of September 30, 2020 compared to $1,333,285,000 as of December 31, 2019.

The Company’s deposit balances for thenine months ended September 30, 2020 increased through organic growth and PPP loan proceeds retained in customer deposit

Our loan-to-deposit ratio at September 30, 2020 was 66.02% compared to 70.76% at December 31, 2019.

The loan-to-deposit ratio of our peers was 82.00% at December 31, 2019.

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As of August 30, 2018, bank holding companies with consolidated assets of less than $3 billion and banks like Central Valley Community Bank became subject to new capital requirements, and certain provisions of the new rules were phased in through 2019 under the Dodd-Frank Act and Basel III.

As of June 30, 2020, the Bank met or exceeded all regulatory capital requirements inclusive of the capital buffer.

The Bank’s capital ratios exceeded the regulatory guidelines for a well-capitalized financial institution under the Basel III regulatory requirements at June 30, 2020.

As of September 30, 2020, the Bank met or exceeded all regulatory capital requirements inclusive of the capital buffer.

The Bank’s capital ratios exceeded the regulatory guidelines for a well-capitalized financial institution under the Basel III regulatory requirements at September 30, 2020.

The Company’s regulatory capital ratios are presented in the table in the “Capital” section below.

Operating Efficiency

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Operating efficiency is the measure of how efficiently earnings before provision for credit losses and taxes are generated as a percentage of revenue.

When measuring operating efficiency, a lower ratio is more favorable.

The Company’s efficiency ratio (operating expenses, excluding amortization of intangibles and foreclosed property expense, divided by net interest income before provision for credit losses (computed on a tax equivalent basis) plus non-interest income, excluding gains and losses from sales of securities and OREO, and gains related to the collection of life insurance proceeds) was 65.00% for the six months ended June 30, 2020 compared to 63.78% for the six months ended June 30, 2019.

The increase in the efficiency ratio was due to the growth in in non-interest expense outpacing the growth in non-interest income.

The Company’s efficiency ratio (operating expenses, excluding amortization of intangibles and foreclosed property expense, divided by net interest income before provision for credit losses (computed on a tax equivalent basis) plus non-interest income, excluding gains and losses from sales of securities and OREO, and gains related to the collection of life insurance proceeds) was 64.52% for the nine months ended September 30, 2020 compared to 62.07% for the nine months ended September 30, 2019.

The increase in the efficiency ratio was due to the growth in non-interest expense outpacing the growth in non-interest income.

Further discussion of the change in net interest income and increase in operating expenses is below.

The Company’s net interest income before provision for credit losses on a non tax-equivalent basis plus non-interest income, net of investment securities related gains, decreased 1.02% to $35,740,000 for the first six months of 2020 compared to $36,107,000 for the same period in 2019, while operating expenses, net of losses on sale of assets, and amortization of core deposit intangibles, increased 0.87% to $23,230,000 from $23,030,000 for the same period in 2019.

The Company’s net interest income before provision for credit losses on a non tax-equivalent basis plus non-interest income, net of investment securities related gains, increased 194.87% to $53,914,000 for the first nine months of 2020 compared to $18,284,000 for the same period in 2019, while operating expenses, net of losses on sale of assets, and amortization of core deposit intangibles, increased 206.49% to $34,784,000 from $11,349,000 for the same period in 2019.

Liquidity management involves the Bank’s ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include providing for customers’ credit needs, funding of securities purchases, and ongoing repayment of borrowings.

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We have available unsecured lines of credit with correspondent banks totaling approximately $110,000,000 and secured borrowing lines of approximately $241,964,000 with the FHLB.

These funding sources are augmented by collection of principal and interest on loans, the routine maturities and pay

downs of securities from our investment securities portfolio, the stability of our core deposits, and the ability to sell investment securities.

These funding sources are augmented by collection of principal and interest on loans, the routine maturities and pay downs of securities from our investment securities portfolio, the stability of our core deposits, and the ability to sell investment securities.

Primary uses of funds include origination and purchases of loans, withdrawals of and interest payments on deposits, purchases of investment securities, and payment of operating expenses.

We had liquid assets (cash and due from banks, interest-earning deposits in other banks, Federal funds sold, available-for-sale securities, and equity securities) totaling $670,714,000 or 35.05% of total assets at June 30, 2020 and $530,792,000 or 33.24% of total assets as of December 31, 2019.

We had liquid assets (cash and due from banks, interest-earning deposits in other banks, Federal funds sold, available-for-sale securities, and equity securities) totaling $726,519,000 or 37.25% of total assets at September 30, 2020 and $530,792,000 or 33.24% of total assets as of December 31, 2019.

RESULTS OF OPERATIONS

Net Income for the Six Months Ended June 30, 2020 Compared to the Six Months Ended June 30, 2019

Net income decreased to $8,924,000 for the six months ended June 30, 2020 compared to $11,303,000 for the six months ended June 30, 2019.

Basic and diluted earnings per share for June 30, 2020 were $0.71 and $0.71, respectively.

Net Income for the Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019

Net income decreased to $13,268,000 for the nine months ended September 30, 2020 compared to $16,994,000 for the nine months ended September 30, 2019.

Basic and diluted earnings per share for September 30, 2020 were $1.06 and $1.05, respectively.

Basic and diluted earnings per share for the same period in 2019 were $1.26 and $1.25, respectively.

Annualized ROE was 7.92% for the six months ended June 30, 2020 compared to 10.06% for the six months ended June 30, 2019.

Annualized ROA for the six months ended June 30, 2020 and 2019 was 1.05% and 1.45%, respectively.

The decrease in net income for the six months ended June 30, 2020 compared to the same period in 2019 was primarily driven by a decrease in net interest income, an increase in non-interest expense, and an increase in the provision for credit losses, partially offset by an increase in net realized gains on sales and calls of investment securities, an increase in loan placement fees, and a decrease in provision for income taxes.

During the six months ended June 30, 2020, the Company recorded a $4,375,000 provision for credit losses, compared to a $275,000 provision during the six months ended June 30, 2019.

Annualized ROE was 7.78% for the nine months ended September 30, 2020 compared to 9.96% for the nine months ended September 30, 2019.

Annualized ROA for the nine months ended September 30, 2020 and 2019 was 0.99% and 1.44%, respectively.

The decrease in net income for the nine months ended September 30, 2020 compared to the same period in 2019 was primarily driven by a decrease in net interest income, an increase in non-interest expense, a decrease in net realized gains on sales and calls of investment securities, and an increase in the provision for credit losses, partially offset by an increase in loan placement fees, and a decrease in provision for income taxes.

During the nine months ended September 30, 2020, the Company recorded a $4,975,000 provision for credit losses, compared to a $525,000 provision during the nine months ended September 30, 2019.

The provision was recorded in anticipation of the potential effects of the COVID-19 pandemic on our loan portfolio.

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Average balances are derived from daily balances, and nonaccrual loans are not included as interest earning assets for purposes of this table.

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CENTRAL VALLEY COMMUNITY BANCORP

SCHEDULE OF AVERAGE BALANCES AND AVERAGE YIELDS AND RATES

For the Six Months Ended

June 30, 2020 For the Six Months Ended

June 30, 2019

For the Nine Months Ended

September 30, 2020 For the Nine Months Ended

September 30, 2019

(Dollars in thousands) Average

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(4) Net interest margin is computed by dividing net interest income by total average interest-earning assets.

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The following table sets forth a summary of the changes in interest income and interest expense due to changes in average asset and liability balances (volume) and changes in average interest rates for the periods indicated.

Changes in Volume/Rate For the Six Months Ended June 31, 2020 and 2019

Changes in Volume/Rate For the Nine Months Ended September 30, 2020 and 2019

(In thousands) Volume Rate Net

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(1) Computed on a tax equivalent basis for securities exempt from federal income taxes.

Interest and fee income from loans decreased $11,000 or 0.04% for the six months ended June 30, 2020 compared to the same period in 2019.

Net interest income during the first six months of 2020 was positively impacted by an increase in average total loans of $79,299,000 or 8.62% to $999,398,000 compared to $920,099,000 for the same period in 2019.

The yield on average loans, excluding nonaccrual loans, was 5.13% for the six months ended June 30, 2020 compared to 5.59% for the same period in 2019.

Net interest income for the period ending June 30, 2020 was benefited by approximately $453,000 in nonrecurring income from prepayment penalties and payoff of loans previously on nonaccrual status, compared to $183,000 recorded in the same period in 2019.

The impact to interest income from the accretion of the loan marks on acquired loans was $867,000 and $451,000 for the six months ended June 30, 2020 and 2019, respectively.

The remaining balance of accretable loan marks on acquired loans as of June 30, 2020 was $3,050,000.

Interest income from total investments on a non tax-equivalent basis (total investments include investment securities, Federal funds sold, interest bearing deposits in other banks, and other securities) decreased $568,000 in the first six months of 2020 to $6,992,000 compared to $7,560,000 for the same period in 2019.

The yield on average total investments (total securities and interest-earning deposits) decreased 58 basis points to 2.57% for the three month period ended June 30, 2020 compared to 3.15% for the same period in 2019.

Average total securities and interest-earning deposits for the first six months of 2020 increased $59,421,000 or 11.98% to $555,497,000 compared to $496,076,000 for the same period in 2019.

Income from investments represents 22.12% of net interest income for the first six months of 2020 compared to 23.79% for the same period in 2019.

Interest and fee income from loans decreased $59,000 or 0.15% for the nine months ended September 30, 2020 compared to the same period in 2019.

Net interest income during the first nine months of 2020 was positively impacted by an increase in average total loans of $111,242,000 or 11.98% to $1,040,116,000 compared to $928,874,000 for the same period in 2019.

The yield on average loans, excluding nonaccrual loans, was 4.97% for the nine months ended September 30, 2020 compared to 5.58% for the same period in 2019.

Net interest income for the period ending September 30, 2020 was benefited by approximately $505,000 in nonrecurring income from prepayment penalties and payoff of loans previously on nonaccrual status, compared to $593,000 recorded in the same period in 2019.

The impact to interest income from the accretion of the loan marks on acquired loans was $1,039,000 and $750,000 for the nine months ended September 30, 2020 and 2019, respectively.

The remaining balance of accretable loan marks on acquired loans as of September 30, 2020 was $2,877,000.

Interest income from total investments on a non tax-equivalent basis (total investments include investment securities, Federal funds sold, interest bearing deposits in other banks, and other securities) decreased $1,015,000 in the first nine months of 2020 to $10,233,000 compared to $11,248,000 for the same period in 2019.

The yield on average total investments (total securities and interest-earning deposits) decreased 75 basis points to 2.38% for the three month period ended September 30, 2020 compared to 3.13% for the same period in 2019.

Average total securities and interest-earning deposits for the first nine months of 2020 increased $94,449,000 or 19.17% to $587,215,000 compared to $492,766,000 for the same period in 2019.

Income from investments represents 21.48% of net interest income for the first nine months of 2020 compared to 23.44% for the same period in 2019.

In an effort to increase yields, without accepting unreasonable risk, a significant portion of the investment purchases have been in collateralized mortgage obligations (CMOs).

At June 30, 2020, we held $254,338,000 or 46.71% of the total fair value of the investment portfolio in CMOs with an average yield of 2.57% as compared to $356,097,000 and $419,754,000 with average yields of 3.06% and 3.12% at December 31, 2019 and June 30, 2019, respectively.

At September 30, 2020, we held $272,504,000 or 43.13% of the total fair value of the investment portfolio in CMOs with an average yield of 2.30% as compared to $356,097,000 and $360,398,000 with average yields of 3.06% and 3.09% at December 31, 2019 and September 30, 2019, respectively.

We invest in CMOs as part of our overall strategy to increase our net interest margin.

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Management monitors the prepayment speed of these investments and adjusts premium amortization and discount accretion based on several factors.

These factors include the type of investment, the investment structure, interest rates, interest rates on new mortgage loans, expectation of interest rate changes, current economic conditions, the level of principal remaining on the bond,

the bond coupon rate, the bond origination date, and volume of available bonds in market.

These factors include the type of investment, the investment structure, interest rates, interest rates on new mortgage loans, expectation of interest rate changes, current economic conditions,

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the level of principal remaining on the bond, the bond coupon rate, the bond origination date, and volume of available bonds in market.

The calculation of premium amortization and discount accretion represents management’s reasonable estimate of principal pay downs inherent in the total investment portfolio.

The net-of-tax unrealized gain on the investment portfolio was $7,423,000 at June 30, 2020 and is reflected in the Company’s equity.

At June 30, 2020, the average life of the investment portfolio was 4.56 years and the fair value of the portfolio reflected a net pre-tax unrealized gain of $10,538,000.

The net-of-tax unrealized gain on the investment portfolio was $11,466,000 at September 30, 2020 and is reflected in the Company’s equity.

At September 30, 2020, the average life of the investment portfolio was 5.07 years and the fair value of the portfolio reflected a net pre-tax unrealized gain of $16,279,000.

Management reviews fair value declines on individual investment securities to determine whether they represent an other-than-temporary impairment (OTTI).

Refer to Note 3 of the Notes to Consolidated Financial Statements (unaudited) for more detail.

For the six months ended June 30, 2020 and 2019, no OTTI was recorded.

For the nine months ended September 30, 2020 and 2019, no OTTI was recorded.

Additional deterioration in the market values of our investment securities, if any, may require the Company to recognize OTTI losses in future periods.

A component of the Company’s strategic plan has been to use its investment portfolio to offset, in part, its interest rate risk relating to variable rate loans.

At June 30, 2020, we estimate an immediate rate increase of 200 basis points would result in an estimated decrease in the market value of the investment portfolio by approximately $48,000,000 or 8.82%.

At September 30, 2020, we estimate an immediate rate increase of 200 basis points would result in an estimated decrease in the market value of the investment portfolio by approximately $61,000,000 or 9.65%.

Conversely, with an immediate rate decrease of 200 basis points, the estimated increase in the market value of the investment portfolio would be $73,000,000 or 11.55%.

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The policy addresses issues of average life, duration, concentration guidelines, prohibited investments, impairment, and prohibited practices.

Total interest income on a non-tax equivalent basis for the six months ended June 30, 2020 decreased $579,000 or 1.75% to $32,490,000 compared to $33,069,000 for the six months ended June 30, 2019.

The yield on interest earning assets decreased 53 basis points to 4.22% on a fully tax equivalent basis for the six months ended June 30, 2020 from 4.75% for the period ended June 30, 2019.

Total interest income on a non-tax equivalent basis for the nine months ended September 30, 2020 decreased $1,074,000 or 2.15% to $48,921,000 compared to $49,995,000 for the nine months ended September 30, 2019.

The yield on interest earning assets decreased 69 basis points to 4.04% on a fully tax equivalent basis for the nine months ended September 30, 2020 from 4.73% for the period ended September 30, 2019.

The decrease was the result of yield changes, decrease in interest rates, and asset mix changes.

Average interest earning assets increased to $1,554,895,000 for the six months ended June 30, 2020 compared to $1,416,175,000 for the six months ended June 30, 2019.

Average interest earning assets increased to $1,627,331,000 for the nine months ended September 30, 2020 compared to $1,421,640,000 for the nine months ended September 30, 2019.

The $205,691,000 increase in average earning assets was attributed to the $94,449,000 increase in average investments and a $111,242,000 or 11.98% increase in average loans.

Interest expense on deposits for the six months ended June 30, 2020 and 2019 was $806,000 and $862,000, respectively.

The average interest rate on interest bearing deposits increased to 0.21% for the six months ended June 30, 2020 compared to 0.23% for the same period ended June 30, 2019.

Average interest-bearing deposits increased 4.56% or $33,775,000 to $773,820,000 for the six months ended June 30, 2020 compared to $740,045,000 for the same period ended June 30, 2019.

Average other borrowed funds decreased $24,837,000 or 82.81% to $5,155,000 with an effective rate of 3.14% for the six months ended June 30, 2020 compared to $29,992,000 with an effective rate of 2.84% for the six months ended June 30, 2019.

Total interest expense on other borrowed funds was $81,000 for the six months ended June 30, 2020 and $426,000 for the six months ended June 30, 2019.

Interest expense on deposits for the nine months ended September 30, 2020 and 2019 was $1,169,000 and $1,428,000, respectively.

The average interest rate on interest bearing deposits increased to 0.19% for the nine months ended September 30, 2020 compared to 0.26% for the same period ended September 30, 2019.

Average interest-bearing deposits increased 8.26% or $61,138,000 to $801,088,000 for the nine months ended September 30, 2020 compared to $739,950,000 for the same period ended September 30, 2019.

Average other borrowed funds decreased $22,335,000 or 81.25% to $5,155,000 with an effective rate of 2.74% for the nine months ended September 30, 2020 compared to $27,490,000 with an effective rate of 2.82% for the nine months ended September 30, 2019.

Total interest expense on other borrowed funds was $106,000 for the nine months ended September 30, 2020 and $582,000 for the nine months ended September 30, 2019.

Other borrowings include advances from the Federal Home Loan Bank (“FHLB”), advances on available unsecured lines of credit with correspondent banks, and junior subordinated deferrable interest debentures.

The debentures were acquired in the merger with Service 1st and carry a floating rate based on the three month LIBOR plus a margin of 1.60%.

The rates were 2.82% and 4.39% at June 30, 2020 and 2019, respectively.

The rates were 1.88% and 3.90% at September 30, 2020 and 2019, respectively.

See the section on “Financial Condition” for more detail.

The cost of interest-bearing liabilities decreased 11 basis points to 0.23% for the six-month period ended June 30, 2020 compared to 0.34% for the same period in 2019.

The cost of total deposits decreased to 0.11% compared to 0.13% for the three-month periods ended June 30, 2020 and 2019.

The cost of interest-bearing liabilities decreased 14 basis points to 0.21% for the nine-month period ended September 30, 2020 compared to 0.35% for the same period in 2019.

The cost of total deposits decreased to 0.10% compared to 0.15% for the three-month periods ended September 30, 2020 and 2019.

Average non-interest bearing demand deposits increased 30.57% to $717,162,000 in 2020 compared to $549,242,000 for 2019.

The ratio of average non-interest bearing demand deposits to average total deposits increased to 46.47% in the six-month period ended June 30, 2020 compared to 42.28% for the same period in 2019.

The ratio of average non-interest bearing demand deposits to average total deposits increased to 47.24% in the nine-month period ended September 30, 2020 compared to 42.60% for the same period in 2019.

Net Interest Income before Provision for Credit Losses

Net interest income before provision for credit losses for the six months ended June 30, 2020 decreased by $178,000 or 0.56% to $31,603,000 compared to $31,781,000 for the same period in 2019.

Net interest income before provision for credit losses for the nine months ended September 30, 2020 decreased by $339,000 or 0.71% to $47,646,000 compared to $47,985,000 for the same period in 2019.

The decrease was a result of yield changes, asset mix changes, and an increase in average interest bearing liabilities, offset by an increase in average earning assets.

The impact to interest income from the accretion of the loan marks on acquired loans was $867,000 and $451,000 for the six months ended June 30, 2020 and 2019, respectively.

In addition, net interest income before the provision for credit losses for the six months ended June 30, 2020 was benefited by approximately $453,000 in nonrecurring income from prepayment penalties and payoff of loans previously on nonaccrual status, as compared to $183,000 in nonrecurring income for the six months ended June 30, 2019.

Excluding these reversals and benefits, net interest income for the six months ended June 30, 2020 decreased by $864,000 compared to the six months ended June 30, 2019.

Average interest earning assets were $1,554,895,000 for the six months ended June 30, 2020 with a net interest margin (fully tax equivalent basis) of 4.11% compared to $1,416,175,000 with a net interest margin (fully tax equivalent basis) of 4.56% for the six months ended June 30, 2019.

The $138,720,000 increase in average

earning assets was attributed to the $59,421,000 increase in average total investments and the $79,299,000 or 8.62% increase in average loans.

For the six months ended June 30, 2020, the effective yield on investment securities including Federal funds sold and interest-earning deposits in other banks decreased 58 basis points.

The impact to interest income from the accretion of the loan marks on acquired loans was $1,039,000 and $750,000 for the nine months ended September 30, 2020 and 2019, respectively.

In addition, net interest income before the provision for credit losses for the nine months ended September 30, 2020 was benefited by approximately $505,000 in nonrecurring income from prepayment penalties and payoff of loans previously on nonaccrual status, as compared to $593,000 in nonrecurring income for the nine months ended September 30, 2019.

Excluding these reversals and benefits, net interest income for the nine months ended

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September 30, 2020 decreased by $540,000 compared to the nine months ended September 30, 2019.

Average interest earning assets were $1,627,331,000 for the nine months ended September 30, 2020 with a net interest margin (fully tax equivalent basis) of 3.93% compared to $1,421,640,000 with a net interest margin (fully tax equivalent basis) of 4.54% for the nine months ended September 30, 2019.

The $205,691,000 increase in average earning assets was attributed to the $94,449,000 increase in average total investments and the $111,242,000 or 11.98% increase in average loans.

For the nine months ended September 30, 2020, the effective yield on investment securities including Federal funds sold and interest-earning deposits in other banks decreased 75 basis points.

The effective yield on loans decreased 61 basis points.

Average interest bearing liabilities increased 1.16% to $778,975,000 for the six months ended June 30, 2020, compared to $770,037,000 for the same period in 2019.

Average interest bearing liabilities increased 5.06% to $806,243,000 for the nine months ended September 30, 2020, compared to $767,440,000 for the same period in 2019.

Provision for Credit Losses

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Management believes that all adjustments, if any, to the allowance for credit losses are supported by the timely and consistent application of methodologies and processes resulting in detailed documentation of the allowance calculation and other portfolio trending analysis.

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The allocation of the allowance for credit losses is set forth below (in thousands):

Loan Type June 30, 2020 December 31, 2019

Loan Type September 30, 2020 December 31, 2019

Commercial and industrial $ 1,863 $ 1,115

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Management believes that the level of allowance for loan losses allocated to commercial and real estate loans has been adjusted accordingly.

During the six months ended June 30, 2020, the Company recorded a $4,375,000 provision for credit losses, compared to a $275,000 provision during the six months ended June 30, 2019.

During the nine months ended September 30, 2020, the Company recorded a $4,975,000 provision for credit losses, compared to a $525,000 provision during the nine months ended September 30, 2019.

The provision to the allowance for credit losses resulted from our assessment of the overall adequacy of the allowance for credit losses considering a number of factors as discussed in the “Allowance for Credit Losses” section.

During the six months ended June 30, 2020, the Company adjusted the economic risk factor methodology to incorporate the current economic implications from the COVID-19 pandemic.

The Company had net recoveries totaling $432,000 for the six months ended June 30, 2020, and $26,000 for the same period in 2019.

Nonperforming loans, consisting entirely of nonaccrual loans, were $2,406,000 and $1,693,000 at June 30, 2020 and December 31, 2019, respectively, and $2,442,000 at June 30, 2019.

Nonperforming loans as a percentage of total loans were 0.21% at June 30, 2020 compared to 0.18% at December 31, 2019 and 0.25% at June 30, 2019.

The Company had no other real estate owned (OREO) at June 30, 2020 or December 31, 2019.

The Company held no repossessed assets at June 30, 2020 or December 31, 2019.

The annualized net charge-off (recovery) ratio, which reflects net charge-offs (recoveries) to average loans was (0.09)% for the six months ended June 30, 2020, and (0.01)% for the same period in 2019.

During the nine months ended September 30, 2020, the Company adjusted the economic risk factor methodology to incorporate the current economic implications from the COVID-19 pandemic.

The Company had net recoveries totaling $552,000 for the nine months ended September 30, 2020, and $134,000 for the same period in 2019.

Nonperforming loans, consisting entirely of nonaccrual loans, were $3,458,000 and $1,693,000 at September 30, 2020 and December 31, 2019, respectively, and $2,157,000 at September 30, 2019.

Nonperforming loans as a percentage of total loans were 0.31% at September 30, 2020 compared to 0.18% at December 31, 2019 and 0.23% at September 30, 2019.

The Company had no other real estate owned (OREO) at September 30, 2020 or December 31, 2019.

The Company held no repossessed assets at September 30, 2020 or December 31, 2019.

The annualized net charge-off (recovery) ratio, which reflects net charge-offs (recoveries) to average loans was (0.07)% for the nine months ended September 30, 2020, and 0.02% for the same period in 2019.

Economic pressures may negatively impact the financial condition of borrowers to whom the Company has extended credit and as a result when negative economic conditions are anticipated, we may be required to make significant provisions to the allowance for credit losses.

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Further declines in commodity prices or collateral values may increase the incidence of default by our borrowers.

Moreover, weaker prices might threaten farming operations in the Central Valley, reducing market demand for agricultural lending.

Moreover, weaker prices might threaten farming operations in the Central Valley, reducing market demand

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for agricultural lending.

In particular, farm income has seen recent declines, and in line with the downturn in farm income, farmland prices are coming under pressure.

We have been and will continue to be proactive in looking for signs of deterioration within the loan portfolio in an effort to manage credit quality and work with borrowers where possible to mitigate losses.

As of June 30, 2020, there were $38.7 million in classified loans of which $7.1 million related to agricultural real estate, $12.3 million to commercial and industrial loans, $6.5 million to agricultural production, $5.6 million to real estate owner occupied, $2.3 million in commercial real estate, $3.7 million to real estate construction and other land loans, and $1.2 million to consumer equity loans and lines of credit.

As of September 30, 2020, there were $37.6 million in classified loans of which $6.9 million related to agricultural real estate, $10.7 million to commercial and industrial loans, $7.2 million to agricultural production, $5.7 million to real estate owner occupied, $2.0 million in commercial real estate, $4.2 million to real estate construction and other land loans, and $1.0 million to consumer equity loans and lines of credit.

This compares to $33.8 million in classified loans of which $7.3 million related to agricultural real estate, $13.2 million to commercial and industrial loans, $4.3 million to agricultural production, $4.7 million to real estate owner occupied, $1.1 million to commercial real estate, $1.5 million to consumer equity and lines of credit, and $1.6 million to real estate construction and other land loans as of December 31, 2019.

As of June 30, 2020, we believe, based on all current and available information, the allowance for credit losses is adequate to absorb probable incurred losses within the loan portfolio.

As of September 30, 2020, we believe, based on all current and available information, the allowance for credit losses is adequate to absorb probable incurred losses within the loan portfolio.

However, no assurance can be given that we may not sustain charge-offs which are in excess of the allowance in any given period.

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Net Interest Income after Provision for Credit Losses

Net interest income, after the provision for credit losses, was $27,228,000 for the six months period ended June 30, 2020 and $31,506,000 for the same period in 2019.

Net interest income, after the provision for credit losses, was $42,671,000 for the nine months period ended September 30, 2020 and $47,460,000 for the same period in 2019.

Non-Interest Income

Non-interest income is comprised of customer service charges, loan placement fees, net gains on sales and calls of investment securities, appreciation in cash surrender value of bank-owned life insurance, FHLB dividends, and other income.

Non-interest income was $8,588,000 for the six months ended June 30, 2020 compared to $7,574,000 for the same period in 2019.

The $1,014,000 or 13.39% increase in non-interest income during the six months ended June 30, 2020 was primarily driven by an increase of $629,000 in net realized gains on sales and calls of investment securities, an increase in loan placement fees of $501,000, and an increase of $341,000 in other income, offset by a decrease in service charge income of $310,000 and a decrease in FHLB dividends of $57,000.

During the six months ended June 30, 2020, we realized a net gain on sales and calls of investment securities of $4,140,000 compared to $3,511,000 for the same period in 2019.

Non-interest income was $10,659,000 for the nine months ended September 30, 2020 compared to $11,296,000 for the same period in 2019.

The $637,000 or 5.64% decrease in non-interest income during the nine months ended September 30, 2020 was primarily driven by a decrease of $999,000 in net realized gains on sales and calls of investment securities, a decrease in service charge income of $519,000, a decrease of $106,000 in interchange fees, and a decrease in FHLB dividends of $95,000, offset by an increase in loan placement fees of $898,000 and an increase of $193,000 in other income.

During the nine months ended September 30, 2020, we realized a net gain on sales and calls of investment securities of $4,197,000 compared to $5,196,000 for the same period in 2019.

The net gains realized on sales and calls of investment securities in 2020 and 2019 were the result of a partial restructuring of the investment portfolio designed to improve the future performance of the portfolio.

Customer service charges decreased $310,000 or 22.10% to $1,093,000 for the first six months of 2020 compared to $1,403,000 for the same period in 2019.

Interchange fees decreased $87,000 to $640,000 the first six months of 2020 compared to $727,000 for the same period in 2019.

Loan placement fees increased $501,000 or 139.55% to $860,000 for the first six months of 2020 compared to $359,000 for the same period in 2019.

Other income increased $341,000 the first six months of 2020 compared to the same period in 2019.

Customer service charges decreased $519,000 or 25.01% to $1,556,000 for the first nine months of 2020 compared to $2,075,000 for the same period in 2019.

Interchange fees decreased $106,000 to $995,000 the first nine months of 2020 compared to $1,101,000 for the same period in 2019.

Loan placement fees increased $898,000 or 138.79% to $1,545,000 for the first nine months of 2020 compared to $647,000 for the same period in 2019.

Other income increased $193,000 the first nine months of 2020 compared to the same period in 2019.

The increase in other income resulted from a $463,000 gain related to the collection of life insurance proceeds.

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We currently hold $5,595,000 in FHLB stock.

We received dividends totaling $182,000 in the six months ended June 30, 2020, compared to $239,000 for the same period in 2019.

We received dividends totaling $253,000 in the nine months ended September 30, 2020, compared to $348,000 for the same period in 2019.

Non-Interest Expenses

Salaries and employee benefits, occupancy and equipment, information technology, regulatory assessments, professional services, Internet banking, and data processing are the major categories of non-interest expenses.

Non-interest expenses increased $138,000 or 0.59% to $23,577,000 for the six months ended June 30, 2020, compared to $23,439,000 for the six months ended June 30, 2019.

The net increase for the first six months of 2020 was primarily the result of increases in salaries and employee benefits of $922,000, professional services of $373,000, data processing expenses of $94,000, and operating losses of $25,000, partially offset by decreases in occupancy and equipment expenses of $648,000, information technology of $172,000, other non-interest expenses of $326,000, credit card expenses of $116,000, regulatory assessments of $93,000, amortization of software of $84,000, advertising of $60,000, and directors’ expenses of $41,000.

The Company’s efficiency ratio, measured as the percentage of non-interest expenses (exclusive of amortization of core deposit intangible assets and foreclosure expenses) to net interest income before provision for credit losses (calculated on a fully tax equivalent basis) plus non-interest income (exclusive of net realized gains on sales and calls of investments, OREO related gains and losses, and gains related to the collection of life insurance proceeds) was 65.00% for the six months ended June 30, 2020 compared to 63.78% for the six months ended June 30, 2019.

The increase in the efficiency ratio was due to the growth in in non-interest expense outpacing the growth in non-interest income.

Salaries and employee benefits increased $922,000 or 6.88% to $14,324,000 for the first six months of 2020 compared to $13,402,000 for the six months ended June 30, 2019.

Full time equivalent employees were 270 for the six months ended June 30, 2020, compared to 287 for the six months ended June 30, 2019.

The increase of in salaries and employee benefits was the result of higher loan origination costs relating to the PPP loans processed during the second quarter of 2020 of approximately $913,000, offset by an increase of $1,292,000 in salaries and benefits (of which $525,000 related to the payment of a nonrecurring employee incentive), as well as an increase of $419,000 for directors’ and officers’ expenses related to the change in the discount rate used to calculate the liability for salary continuation, deferred compensation, and split dollar plans.

Occupancy and equipment expense decreased $648,000 or 22.11% to $2,283,000 for the six months ended June 30, 2020 compared to $2,931,000 for the six months ended June 30, 2019.

Non-interest expenses increased $333,000 or 0.95% to $35,305,000 for the nine months ended September 30, 2020, compared to $34,972,000 for the nine months ended September 30, 2019.

The net increase for the first nine months of 2020 was primarily the result of increases in salaries and employee benefits of $920,000, professional services of $684,000, data processing expenses of $298,000, and regulatory assessments of $123,000, partially offset by decreases in occupancy and equipment expenses of $769,000, information technology of $192,000, other non-interest expenses of $479,000, credit card expenses of $114,000, amortization of software of $155,000, advertising of $83,000, and directors’ expenses of $84,000.

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September 30, 2020 compared to 62.07% for the nine months ended September 30, 2019.

The increase in the efficiency ratio was due to the growth in non-interest expense outpacing the growth in non-interest income.

Salaries and employee benefits increased $920,000 or 4.57% to $21,053,000 for the first nine months of 2020 compared to $20,133,000 for the nine months ended September 30, 2019.

Full time equivalent employees were 271 for the nine months ended September 30, 2020, compared to 282 for the nine months ended September 30, 2019.

The increase in salaries and employee benefits was the result of higher loan origination costs relating to the PPP loans processed during the second quarter of 2020 of approximately $913,000, offset by an increase of $1,379,000 in salaries and benefits (of which $525,000 related to the payment of a nonrecurring employee incentive), as well as an increase of $253,000 for directors’ and officers’ expenses related to the change in the discount rate used to calculate the liability for salary continuation, deferred compensation, and split dollar plans.

Occupancy and equipment expense decreased $769,000 or 18.10% to $3,479,000 for the nine months ended September 30, 2020 compared to $4,248,000 for the nine months ended September 30, 2019.

The Company made no changes in its depreciation expense methodology.

The Company operated 20 full-service offices at June 30, 2020 and at June 30, 2019.

The Company operated 20 full-service offices at September 30, 2020 and at September 30, 2019.

The Company closed two banking offices, one in Rancho Cordova and one in Fair Oaks, and consolidated both branches into a newly opened banking office in Gold River during the second quarter of 2019.

Data processing expense increased to $890,000 for the six months ended June 30, 2020 compared to $796,000 for the same period in 2019.

Regulatory assessments decreased to $193,000 for the six months ended June 30, 2020 compared to $286,000 for the same period in 2019.

Data processing expense increased to $1,484,000 for the nine months ended September 30, 2020 compared to $1,186,000 for the same period in 2019.

Regulatory assessments increased to $340,000 for the nine months ended September 30, 2020 compared to $217,000 for the same period in 2019.

The assessment base for calculating the amount owed is average assets minus average tangible equity.

The decrease in regulatory assessments was the result of the Company receiving a portion of its small bank assessment credit during the first quarter of 2020.

The FDIC automatically applies small bank assessment credits to offset regular deposit insurance assessments for assessment periods where the Deposit Insurance Fund (DIF) reserve ratio is at or above 1.38 percent.

Professional services increased by $373,000 in the first six months of 2020 compared to the same period in 2019 due to higher legal expenses and consulting fees.

Professional services increased by $684,000 in the first nine months of 2020 compared to the same period in 2019 due to higher legal expenses and consulting fees.

The following table shows significant components of other non-interest expense as a percentage of average assets.

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

(Dollars in thousands) Other Expense % Average

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Provision for Income Taxes

Our effective income tax rate was 27.09% for the six months ended June 30, 2020 compared to 27.73% for the six months ended June 30, 2019.

The Company reported an income tax provision of $3,315,000 for the six months ended June 30, 2020, compared to $4,338,000 for the six months ended June 30, 2019.

Our effective income tax rate was 26.39% for the nine months ended September 30, 2020 compared to 28.55% for the nine months ended September 30, 2019.

The Company reported an income tax provision of $4,757,000 for the nine months ended September 30, 2020, compared to $6,790,000 for the nine months ended September 30, 2019.

The effective tax rate was affected by the large provision for credit losses, which resulted in lower pretax and taxable income, as well as the gain related to the collection of life insurance proceeds, offset by a decrease in tax exempt interest.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of tax expense in the consolidated statements of income.

If deemed necessary, the Company maintains a reserve for uncertain income taxes where the merits of the position taken or the amount of the position that would be ultimately sustained upon examination do not meet a more-likely-than-not criteria.

As of June 30, 2020 and December 31, 2019, there was no reserve for uncertain tax positions.

Net Income for the Second Quarter of 2020 Compared to the Second Quarter of 2019

Net income decreased to $2,301,000 for the quarter ended June 30, 2020 compared to $6,087,000 for the quarter ended June 30, 2019.

Basic earnings per share was $ 0.18 for the quarter ended June 30, 2020 compared to $ 0.45 for the same period in 2019.

Diluted earnings per share was $ 0.18 for the quarter ended June 30, 2020 compared to $ 0.45 for the same period in 2019.

Annualized ROE was 4.14% for the quarter ended June 30, 2020 compared to 10.68% for the quarter ended June 30, 2019.

Annualized ROA for the three months ended June 30, 2020 was 0.51% compared to 1.54% for the quarter ended June 30, 2019.

The decrease in net income during the second quarter of 2020 compared to the same period in 2019 is primarily due to a a decrease in net interest income before the provision for credit losses of $372,000, a decrease in total non-interest income of $2,553,000, and an increase in provision for credit losses of $2,700,000, partially offset by a decrease in the provision for income taxes of $1,565,000 and a decrease in non-interest expenses of $274,000, During the quarter ended June 30, 2020, the Company recorded a $ 3,000,000 provision for credit losses, compared to a $ 300,000 provision during the quarter ended June 30, 2019.

Non-interest income decreased $2,553,000 or 55.52% to $2,045,000 for the quarter ended June 30, 2020 compared to $4,598,000 in the same period in 2019, primarily due to a decrease in net realized gains on sales and calls of investment securities of $2,517,000.

In addition, during the second quarter 2020 there was a decrease of $266,000 in service charge income and a decrease of $77,000 in interchange fees, offset by an increase in loan placement fees of $341,000 and an increase in other income of $23,000, compared to the same period in 2019.

If deemed necessary, the Company maintains a reserve for uncertain income taxes where the merits of the position taken or the

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amount of the position that would be ultimately sustained upon examination do not meet a more-likely-than-not criteria.

As of September 30, 2020 and December 31, 2019, there was no reserve for uncertain tax positions.

Net Income for the Third Quarter of 2020 Compared to the Third Quarter of 2019

Net income decreased to $4,344,000 for the quarter ended September 30, 2020 compared to $5,691,000 for the quarter ended September 30, 2019.

Basic earnings per share was $ 0.35 for the quarter ended September 30, 2020 compared to $ 0.43 for the same period in 2019.

Diluted earnings per share was $ 0.35 for the quarter ended September 30, 2020 compared to $ 0.42 for the same period in 2019.

Annualized ROE was 7.50% for the quarter ended September 30, 2020 compared to 9.77% for the quarter ended September 30, 2019.

Annualized ROA for the three months ended September 30, 2020 was 0.90% compared to 1.43% for the quarter ended September 30, 2019.

The decrease in net income during the third quarter of 2020 compared to the same period in 2019 is primarily due to a a decrease in net interest income before the provision for credit losses of $162,000, a decrease in total non-interest income of $1,651,000, an increase in provision for credit losses of $350,000, and an increase in non-interest expenses of $194,000, partially offset by a decrease in the provision for income taxes of $1,010,000.

During the quarter ended September 30, 2020, the Company recorded a $ 600,000 provision for credit losses, compared to a $ 250,000 provision during the quarter ended September 30, 2019.

Non-interest income decreased $1,651,000 or 44.36% to $2,071,000 for the quarter ended September 30, 2020 compared to $3,722,000 in the same period in 2019, primarily due to a decrease in net realized gains on sales and calls of investment securities of $1,628,000.

In addition, during the third quarter 2020 there was a decrease of $209,000 in service charge income , a decrease in other income of $148,000, and a decrease of $19,000 in interchange fees, offset by an increase in loan placement fees of $397,000, compared to the same period in 2019.

Interest Income and Expense

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Average balances are derived from daily balances, and non-accrual loans are not included as interest earning assets for purposes of this table.

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CENTRAL VALLEY COMMUNITY BANCORP

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For the Three Months Ended

June 30, 2020 For the Three Months Ended

June 30, 2019

September 30, 2020 For the Three Months Ended

September 30, 2019

(Dollars in thousands) Average

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Total investment securities 551,092 3,332 2.42 % 472,227 3,656 3.10 %

Federal funds sold — — — % — — — %

Total securities and interest-earning deposits

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The change in interest due to both rate and volume has been allocated to the change in rate.

Changes in Volume/Rate For the Three Months Ended June 30, 2020 and 2019

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Changes in Volume/Rate For the Three Months Ended September 30, 2020 and 2019

(In thousands) Volume Rate Net

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(1) Computed on a tax equivalent basis for securities exempt from federal income taxes.

Interest and fee income from loans decreased $355,000 or 2.74% to $ 12,600,000 for the second quarter of 2020 compared to $ 12,955,000 for the same period in 2019.

Average total loans, including nonaccrual loans, for the second quarter of 2020 increased $138,153,000 or 14.71% to $1,077,208,000 compared to $939,055,000 for the same period in 2019.

Yield on the loan portfolio, excluding nonaccrual loans, was 4.71% and 5.55% for the second quarters ending June 30, 2020 and 2019, respectively.

Net interest income during the second quarters of 2020 and 2019 benefited by approximately $288,000 and $56,000, respectively, in nonrecurring income from prepayment penalties and payoff of loans previously on nonaccrual status.

The accretion of the loan marks on acquired loans increased interest income by $174,000 and $192,000 during the quarters ended June 30, 2020 and 2019, respectively.

Income from investments represents 21.73% of net interest income for the second quarter of 2020 compared to 23.99% for the same quarter in 2019.

Interest income from total investments on a non tax equivalent basis (total investments include investment securities, Federal funds sold, interest bearing deposits with other banks, and other securities) decreased $441,000 in the second quarter of 2020 to $3,384,000 compared to $3,825,000, for the same period in 2019.

The yield on average total investments decreased 80 basis points to 2.37% on a fully tax equivalent basis for the second quarter of 2020 compared to 3.17% on a fully tax equivalent basis for the second quarter of 2019.

Average total investments and interest bearing deposits in other banks for the second quarter of 2020 increased $92,982,000 or 18.73% to $589,327,000 compared to $496,345,000 for the second quarter of 2019.

Total interest income for the second quarter of 2020 decreased $796,000 or 4.74% to $15,984,000 compared to $16,780,000 for the second quarter ended June 30, 2019.

The yield on interest earning assets decreased to 3.89% on a fully tax equivalent basis for the second quarter ended June 30, 2020 from 4.73% on a fully tax equivalent basis for the second quarter ended June 30, 2019.

Average interest earning assets increased to $1,664,915,000 for the second quarter ended June 30, 2020 compared to $1,432,947,000 for the second quarter ended June 30, 2019.

Interest and fee income from loans decreased $48,000 or 0.36% to $ 13,190,000 for the third quarter of 2020 compared to $ 13,238,000 for the same period in 2019.

Average total loans, including nonaccrual loans, for the third quarter of 2020 increased $174,643,000 or 18.41% to $1,123,316,000 compared to $948,673,000 for the same period in 2019.

Yield on the loan portfolio, excluding nonaccrual loans, was 4.68% and 5.55% for the third quarters ending September 30, 2020 and 2019, respectively.

Net interest income during the third quarters of 2020 and 2019 benefited by approximately $52,000 and $250,000, respectively, in nonrecurring income from prepayment penalties and payoff of loans previously on nonaccrual status.

The accretion of the loan marks on acquired loans increased interest income by $172,000 and $299,000 during the quarters ended September 30, 2020 and 2019, respectively.

Income from investments represents 20.20% of net interest income for the third quarter of 2020 compared to 22.76% for the same quarter in 2019.

Interest income from total investments on a non tax equivalent basis (total investments include investment securities, Federal funds sold, interest bearing deposits with other banks, and other securities) decreased $448,000 in the third quarter of 2020 to $3,241,000 compared to $3,689,000, for the same period in 2019.

The yield on average total investments decreased 100 basis points to 2.07% on a fully tax equivalent basis for the third quarter of 2020 compared to 3.07% on a fully tax equivalent basis for the third quarter of 2019.

Average total investments and interest bearing deposits in other banks for the third quarter of 2020 increased $163,709,000 or 33.67% to $649,961,000 compared to $486,252,000 for the third quarter of 2019.

Total interest income for the third quarter of 2020 decreased $496,000 or 2.93% to $16,431,000 compared to $16,927,000 for the third quarter ended September 30, 2019.

The yield on interest earning assets decreased to 3.72% on a fully tax equivalent basis for the third quarter ended September 30, 2020 from 4.70% on a fully tax equivalent basis for the third quarter ended September 30, 2019.

Average interest earning assets increased to $1,770,617,000 for the third quarter ended September 30, 2020 compared to $1,432,388,000 for the third quarter ended September 30, 2019.

The $338,229,000 increase in average earning assets was attributed to the $174,520,000 increase in average loans, offset by the $163,709,000 increase in total investments.

Interest expense on deposits for the quarter ended June 30, 2020 decreased $95,000 or 20.26% to $ 374,000 compared to $ 469,000 for the quarter ended June 30, 2019.

The cost of deposits, calculated by dividing annualized interest expense on interest bearing deposits by total deposits, was 0.10% and 0.15% for the quarters ended June 30, 2020 and 2019, respectively.

Average interest bearing deposits increased 9.56% or $70,127,000 in the second quarter of 2020 compared to the same period in 2019.

Average interest-bearing deposits were $803,418,000 for the quarter ended June 30, 2020, with an effective rate paid of 0.19%, compared to $733,291,000 for the same period in 2019, with an effective rate paid of 0.26%.

Average other borrowed funds totaled $5,155,000 for the quarter ended June 30, 2020, with an effective rate of 2.79% for the quarter ended June 30, 2020 compared to $53,952,000 and 2.71% for the quarter ended June 30, 2019.

As a result, interest expense on borrowed funds decreased $329,000 to $36,000 for the quarter ended June 30, 2020, from $365,000 for the

quarter ended June 30, 2019.

Interest expense on deposits for the quarter ended September 30, 2020 decreased $203,000 or 35.87% to $ 363,000 compared to $ 566,000 for the quarter ended September 30, 2019.

The cost of deposits, calculated by dividing annualized interest expense on interest bearing deposits by total deposits, was 0.09% and 0.17% for the quarters ended September 30, 2020 and 2019, respectively.

Average interest bearing deposits increased 15.58% or $115,268,000 in the third quarter of 2020 compared to the same period in 2019.

Average interest-bearing deposits were $855,033,000 for the quarter ended September 30, 2020, with an effective rate paid of 0.17%, compared to $739,765,000 for the same period in 2019, with an effective rate paid of 0.30%.

Average other borrowed funds totaled $5,155,000 for the quarter ended September 30, 2020, with an effective rate of 1.94% for the quarter ended September 30, 2020 compared to $22,568,000 and 2.76% for the quarter ended September 30,

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As a result, interest expense on borrowed funds decreased $131,000 to $25,000 for the quarter ended September 30, 2020, from $156,000 for the quarter ended September 30, 2019.

Other borrowings are comprised of advances from the Federal Home Loan Bank, junior subordinated deferrable interest debentures and advances on available unsecured lines of credit with correspondent banks.

The cost of our interest bearing liabilities was 0.20% and 0.42% for the quarters ended June 30, 2020 and 2019.

The cost of total deposits was 0.10% and 0.15% for the quarters ended June 30, 2020 and 2019.

Average non-interest bearing demand deposits increased 39.27% to $753,265,000 for the quarter ended June 30, 2020 compared to $540,868,000 for the quarter ended June 30, 2019.

The ratio of average non-interest bearing demand deposits to average total deposits was 48.39% in the second quarter of 2020 compared to 42.45% for the same period in 2019.

The cost of our interest bearing liabilities was 0.18% and 0.38% for the quarters ended September 30, 2020 and 2019.

The cost of total deposits was 0.09% and 0.17% for the quarters ended September 30, 2020 and 2019.

Average non-interest bearing demand deposits increased 43.22% to $807,052,000 for the quarter ended September 30, 2020 compared to $563,498,000 for the quarter ended September 30, 2019.

The ratio of average non-interest bearing demand deposits to average total deposits was 48.56% in the third quarter of 2020 compared to 43.24% for the same period in 2019.

Net Interest Income before Provision for Credit Losses

Net interest income before provision for credit losses for the quarter ended June 30, 2020, decreased $372,000 or 2.33% to $15,574,000 compared to $15,946,000 for the quarter ended June 30, 2019.

The decrease was due to asset mix changes, and a increase in average interest-bearing liabilities, partially offset by the increase in average interest earning assets.

Average interest earning assets were $1,664,915,000 for the quarter ended June 30, 2020, with a net interest margin (fully tax equivalent basis) of 3.79% compared to $1,432,947,000 with a net interest margin (fully tax equivalent basis) of 4.50% for the quarter ended June 30, 2019.

Net interest income before provision for credit losses for the quarter ended September 30, 2020, decreased $162,000 or 1.00% to $16,043,000 compared to $16,205,000 for the quarter ended September 30, 2019.

The decrease was due to asset mix changes, and an increase in average interest-bearing liabilities, partially offset by the increase in average interest earning assets.

Average interest earning assets were $1,770,617,000 for the quarter ended September 30, 2020, with a net interest margin (fully tax equivalent basis) of 3.63% compared to $1,432,388,000 with a net interest margin (fully tax equivalent basis) of 4.50% for the quarter ended September 30, 2019.

The $338,229,000 increase in average earning assets can be attributed to the $174,643,000 increase in loans, and the $163,709,000 increase in total investments.

Average interest bearing liabilities increased 2.71% to $808,573,000 for the quarter ended June 30, 2020 compared to $787,243,000 for the same period in 2019.

Average interest bearing liabilities increased 12.84% to $860,188,000 for the quarter ended September 30, 2020 compared to $762,333,000 for the same period in 2019.

Provision for Credit Losses

During the quarter ended June 30, 2020, the Company recorded a $ 3,000,000 provision for credit losses, compared to $ 300,000 provision during the quarter ended June 30, 2019.

The annualized net charge-off (recovery) ratio, which reflects net charge-offs (recoveries) to average loans, was (0.15)% for the quarter ended June 30, 2020 compared to 0.01% for the quarter ended June 30, 2019.

During the quarter ended June 30, 2020, the Company had net recoveries totaling $391,000 compared to net charge-offs of $13,000 for the same period in 2019.

Gross recoveries of previously charged off loan balances during the quarters ended June 30, 2020 and 2019 were $471,000 and $43,000, respectively.

Gross charge-offs during the quarters ended June 30, 2020 and 2019 were $80,000 and $56,000, respectively.

During the quarter ended September 30, 2020, the Company recorded a $ 600,000 provision for credit losses, compared to $ 250,000 provision during the quarter ended September 30, 2019.

The annualized net charge-off (recovery) ratio, which reflects net charge-offs (recoveries) to average loans, was (0.04)% for the quarter ended September 30, 2020 compared to 0.07% for the quarter ended September 30, 2019.

During the quarter ended September 30, 2020, the Company had net recoveries totaling $120,000 compared to net charge-offs of $160,000 for the same period in 2019.

Gross recoveries of previously charged off loan balances during the quarters ended September 30, 2020 and 2019 were $165,000 and $55,000, respectively.

Gross charge-offs during the quarters ended September 30, 2020 and 2019 were $45,000 and $215,000, respectively.

The majority of the loans charged off were previously classified and sufficient specific reserves related to these impaired credits were held in the allowance for credit losses in reporting periods prior to the date of charge-off.

Non-Interest Income

Non-interest income was $2,045,000 for the quarter ended June 30, 2020 compared to $4,598,000 for the same period ended June 30, 2019.

The $2,553,000 or 55.52% decrease in non-interest income for the quarter ended June 30, 2020 was primarily due to recording a $2,517,000 decrease in net realized gains on sales and calls of investment securities, a $266,000 decrease in service charge income and a $77,000 decrease in interchange fees, and a $14,000 decrease in appreciation in cash surrender value of bank-owned life insurance, partially offset by a $341,000 increase in loan placement fees and an increase in other income of $23,000.

Customer service charges decreased $266,000 or 37.31% to $ 447,000 for the second quarter of 2020 compared to $ 713,000 for the same period in 2019, due primarily to a decrease in overdraft and analysis fee income.

Other income increased $23,000 or 4.47% to $ 537,000 for the second quarter of 2020 compared to $ 514,000 for the same period in 2019.

Non-interest income was $2,071,000 for the quarter ended September 30, 2020 compared to $3,722,000 for the same period ended September 30, 2019.

The $1,651,000 or 44.36% decrease in non-interest income for the quarter ended September 30, 2020 was primarily due to recording a $1,628,000 decrease in net realized gains on sales and calls of investment securities, a $209,000 decrease in service charge income, a $148,000 decrease in other income, a $38,000 decrease in Federal Home Loan Bank dividends, a $19,000 decrease in interchange fees, and a $6,000 decrease in appreciation in cash surrender value of bank-owned life insurance, partially offset by a $397,000 increase in loan placement fees.

Customer service charges decreased $209,000 or 31.10% to $ 463,000 for the third quarter of 2020 compared to $ 672,000 for the same period in 2019, due primarily to a decrease in overdraft and analysis fee income.

Other income decreased $148,000 or 36.10% to $ 262,000 for the third quarter of 2020 compared to $ 410,000 for the same period in 2019.

Non-Interest Expenses

Salaries and employee benefits, occupancy and equipment, regulatory assessments, data processing, acquisition and integration expenses, Internet banking, license and maintenance contracts, and professional services are the major categories of non-interest expenses.

Non-interest expenses decreased $274,000 or 2.33% to $11,498,000 for the quarter ended June 30, 2020 compared to $11,772,000 for the same period in 2019.

The net decrease quarter over quarter was a result of decreases in occupancy and equipment of $313,000, decreases in salaries and employee benefits of $100,000, decreases in directors’ expenses of $57,000 , decreases in mileage and travel of $51,000, decreases in advertising expenses of $31,000, decreases in Internet banking of $17,000, decreases in operating losses of $8,000, and decreases of $3,000 in information technology expenses.

The decreases were partially offset by the increases in professional fees of $242,000, increases in data processing expenses of $153,000, and increases in regulatory assessments of $12,000.

The Company’s efficiency ratio increased to 64.27% for the second quarter of 2020 compared to 63.64% for the second quarter of 2019.

Non-interest expenses increased $194,000 or 1.68% to $11,728,000 for the quarter ended September 30, 2020 compared to $11,534,000 for the same period in 2019.

The net increase quarter over quarter was a result of increases in professional fees of $311,000, increases in data processing expenses of $204,000, and increases in regulatory assessments of $216,000.

During the quarter ended September 30, 2020, nonrecurring expenses included $292,000 related to PPP loan forgiveness processing, and $46,000 related to additional accruals for salary continuation plans due to decreases in interest rates.

The increases were partially offset by the decreases in occupancy and equipment of $121,000, decreases in salaries and employee benefits of $2,000, decreases in directors’ expenses of $44,000, decreases in mileage and travel of $51,000, decreases in advertising expenses of $23,000, decreases in Internet banking of $48,000, decreases in operating losses of $20,000, and decreases of $20,000 in information technology expenses.

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The Company’s efficiency ratio increased to 63.58% for the third quarter of 2020 compared to 62.07% for the third quarter of 2019.

The increase in the efficiency ratio is due to the growth in non-interest expense outpacing the growth in operating revenue.

Salaries and employee benefits decreased $100,000 or 1.45% to $ 6,812,000 for the second quarter of 2020 compared to $ 6,912,000 for the second quarter of 2019.

The decrease in salaries and employee benefits for the second quarter of 2020

was attributed to higher loan origination costs relating to the PPP loans processed during the second quarter of 2020 of approximately $913,000, and a decrease of $220,000 in the interest on salary plans, partially offset by an increase of $952,000 in salaries and benefits including $525,000 in nonrecurring employee incentives.

The number of full time equivalent (FTE) employees as of June 30, 2020, December 31, 2019 and June 30, 2019 was 265, 281, and 281, respectively.

Salaries and employee benefits decreased $2,000 or 0.03% to $ 6,729,000 for the third quarter of 2020 compared to $ 6,731,000 for the third quarter of 2019.

The number of full time equivalent (FTE) employees as of September 30, 2020, December 31, 2019 and September 30, 2019 was 269, 281, and 272, respectively.

Other non-interest expenses included decreases of $23,000 in risk management expense, $3,000 in armored courier expenses, $70,000 in amortization of software, $3,000 in education/training expenses, $2,000 in postage, $19,000 in donations, 127,000 in telephone expenses, $20,000 in operating losses, $3,000 in personnel expenses, and $6,000 in stationary and supplies, partially offset by an increase of $18,000 in loan related expenses and $1,000 in check printing expense, as compared to the same period in 2019.

Provision for Income Taxes

The effective income tax rate was 26.27% for the second quarter of 2020 compared to 28.15% for the same period in 2019.

Provision for income taxes totaled $ 820,000 and $ 2,385,000 for the quarters ended June 30, 2020 and 2019, respectively.

The effective tax rate was affected by the large provision for credit losses which resulted in lower pretax and taxable income, as well as the gain related to the collection of life insurance proceeds, offset by a decrease in tax exempt interest.

The effective income tax rate was 24.92% for the third quarter of 2020 compared to 30.11% for the same period in 2019.

Provision for income taxes totaled $ 1,442,000 and $ 2,452,000 for the quarters ended September 30, 2020 and 2019, respectively.

FINANCIAL CONDITION

Summary of Changes in Consolidated Balance Sheets

June 30, 2020 compared to December 31, 2019

Total assets were $1,913,731,000 as of June 30, 2020, compared to $1,596,755,000 at December 31, 2019, an increase of 19.85% or $316,976,000.

Total gross loans were $1,125,891,000 at June 30, 2020, compared to $943,380,000 at December 31, 2019, an increase of $182,511,000 or 19.35%.

The total investment portfolio (including Federal funds sold and interest-earning deposits in other banks) increased 26.02% or $131,821,000 to $638,418,000 at June 30, 2020 compared to $506,597,000 at December 31, 2019.

Total deposits increased 23.72% or $316,272,000 to $1,649,557,000 at June 30, 2020, compared to $1,333,285,000 at December 31, 2019.

Shareholders’ equity increased $430,000 or 0.19% to $228,558,000 at June 30, 2020, compared to $228,128,000 at December 31, 2019.

September 30, 2020 compared to December 31, 2019

Total assets were $1,950,560,000 as of September 30, 2020, compared to $1,596,755,000 at December 31, 2019, an increase of 22.16% or $353,805,000.

Total gross loans were $1,109,889,000 at September 30, 2020, compared to $943,380,000 at December 31, 2019, an increase of $166,509,000 or 17.65%.

The total investment portfolio (including Federal funds sold and interest-earning deposits in other banks) increased 36.81% or $186,475,000 to $693,072,000 at September 30, 2020 compared to $506,597,000 at December 31, 2019.

Total deposits increased 26.10% or $347,929,000 to $1,681,214,000 at September 30, 2020, compared to $1,333,285,000 at December 31, 2019.

Shareholders’ equity increased $7,652,000 or 3.35% to $235,780,000 at September 30, 2020, compared to $228,128,000 at December 31, 2019.

The increase in shareholders’ equity was driven by retention of earnings, net of dividends paid, and an increase in net unrealized gains on available-for-sale (AFS) securities recorded, net of estimated taxes, in accumulated other comprehensive income (AOCI), offset by the decrease in common stock as a result of the share repurchase program.

Accrued interest payable and other liabilities was $30,461,000 at June 30, 2020, compared to $30,187,000 at December 31, 2019, an increase of $274,000.

Accrued interest payable and other liabilities was $28,411,000 at September 30, 2020, compared to $30,187,000 at December 31, 2019, a decrease of $1,776,000.

The Company measures the fair values of its financial instruments utilizing a hierarchical framework associated with the level of observable pricing scenarios utilized in measuring financial instruments at fair value.

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Government sponsored entities and agencies collateralized by residential mortgage backed obligations, private label mortgage and asset backed securities (PLMABS), corporate debt securities, and obligations of states and political subdivision securities and are classified at the date of acquisition as available for sale or held to maturity.

As of June 30, 2020, investment securities with a fair value of $109,802,000, or 20.17% of our investment securities portfolio, were held as collateral for public funds, short and long-term borrowings, treasury, tax, and for other purposes.

As of September 30, 2020, investment securities with a fair value of $157,758,000, or 24.97% of our investment securities portfolio, were held as collateral for public funds, short and long-term borrowings, treasury, tax, and for other purposes.

Our investment policies are established by the Board of Directors and implemented by management.

Our policies are designed primarily to provide and maintain liquidity, to enable us to meet our pledging requirements for public money and borrowing arrangements, to generate a favorable return on investments without incurring undue interest rate and credit risk, and to complement our lending activities.

Our policies are designed primarily to provide and maintain liquidity, to enable us to meet our pledging requirements for public money and

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borrowing arrangements, to generate a favorable return on investments without incurring undue interest rate and credit risk, and to complement our lending activities.

The level of our investment portfolio as a percentage of our total earning assets is generally considered higher than our peers due primarily to a comparatively low loan-to-deposit ratio.

Our loan-to-deposit ratio at June 30, 2020 was 68.25% compared to 70.76% at December 31, 2019.

Our loan-to-deposit ratio at September 30, 2020 was 66.02% compared to 70.76% at December 31, 2019.

The loan-to-deposit ratio of our peers was 82.00% at December 31, 2019.

The total investment portfolio, including Federal funds sold and interest-earning deposits in other banks, increased 26.02% or $131,821,000 to $638,418,000 at June 30, 2020, from $506,597,000 at December 31, 2019.

The fair value of the available-for-sale investment portfolio reflected a net unrealized gain of $10,538,000 at June 30, 2020, compared to a net unrealized gain of $3,999,000 at December 31, 2019.

The total investment portfolio, including Federal funds sold and interest-earning deposits in other banks, increased 36.81% or $186,475,000 to $693,072,000 at September 30, 2020, from $506,597,000 at December 31, 2019.

The fair value of the available-for-sale investment portfolio reflected a net unrealized gain of $16,279,000 at September 30, 2020, compared to a net unrealized gain of $3,999,000 at December 31, 2019.

The Board and management have had periodic discussions about our strategy for risk management in dealing with potential losses should interest rates begin to rise.

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The discount rate in this analysis is the original yield expected at time of purchase.

Management evaluated all available-for-sale investment securities with an unrealized loss at June 30, 2020 and identified those that had an unrealized loss for at least a consecutive 12 month period, which had an unrealized loss at June 30, 2020 greater than 10% of the recorded book value on that date, or which had an unrealized loss of more than $10,000.

Management evaluated all available-for-sale investment securities with an unrealized loss at September 30, 2020 and identified those that had an unrealized loss for at least a consecutive 12 month period, which had an unrealized loss at September 30, 2020 greater than 10% of the recorded book value on that date, or which had an unrealized loss of more than $10,000.

Management also analyzed any securities that may have been downgraded by credit rating agencies.

For those securities that met the evaluation criteria, management obtained and reviewed the most recently published national credit ratings for those securities.

For those securities that were obligations of states and political subdivisions with an investment grade rating by the rating agencies, the Company also evaluated the financial condition of the municipality and any applicable municipal bond insurance provider and concluded there were no OTTI losses recorded during the six months ended June 30, 2020.

There were no OTTI losses recorded during the six months ended June 30, 2019.

At June 30, 2020, the Company held 11 U.S.

There were no OTTI losses recorded during the nine months ended September 30, 2019.

At September 30, 2020, the Company held 11 U.S.

Government agency securities of which five were in a loss position for less than 12 months and five had been in a loss position for 12 months or more.

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The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized costs of the investment.

Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company has the ability and intent to hold, and it is more likely than not that it will not be required to sell those investments until a recovery of fair value, which may be the maturity date, the Company does not consider those investments to be other-than-temporarily impaired at June 30, 2020.

At June 30, 2020, the Company held 74 obligations of states and political subdivision securities of which 12 were in a loss position for less than 12 months.

At June 30, 2020, the Company held four corporate debt securities of which two were in a loss position for less than twelve months.

At September 30, 2020, the Company held 87 obligations of states and political subdivision securities of which 10 were in a loss position for less than 12 months.

At September 30, 2020, the Company held seven corporate debt securities of which two were in a loss position for less than twelve months.

The unrealized losses on the Company’s investments in obligations of states and political subdivision securities and corporate debt securities were caused by interest rate changes.

Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell, and it is more likely than not that it will not be required to sell those investments until a recovery of fair value, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at June 30, 2020.

At June 30, 2020, the Company held 113 U.S.

Government sponsored entity and agency securities collateralized by residential mortgage obligations of which seven were in a loss position for less than 12 months and 19 have been in a loss position for more than 12 months.

At September 30, 2020, the Company held 118 U.S.

Government sponsored entity and agency securities collateralized by residential mortgage obligations of which twelve were in a loss position for less than 12 months and 17 have been in a loss position for more than 12 months.

The unrealized losses on the Company’s investments in U.S.

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Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the Company’s investment.

Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company has the ability to hold and does not intend to sell, and it is more likely than not that it will not be required to sell those investments until a recovery of fair value, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at June 30, 2020.

At June 30, 2020, the Company had a total of 23 Private Label Mortgage and Asset Backed Securities (PLMABS) with a remaining principal balance of $52,482,000 and a net unrealized gain of approximately $19,000.

Seven of the PLMABS securities were in a loss position for less than 12 months and none have been in loss for more than 12 months at June 30, 2020.

At September 30, 2020, the Company had a total of 24 Private Label Mortgage and Asset Backed Securities (PLMABS) with a remaining principal balance of $54,072,000 and a net unrealized gain of approximately $1,146,000.

Four of the PLMABS securities were in a loss position for less than 12 months and none have been in loss for more than 12 months at September 30, 2020.

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be other-than-temporarily impaired at September 30, 2020.

The Company continues to monitor these securities for indications that declines in value, if any, may be other-than-temporary.

See Note 3 of the Notes to Consolidated Financial Statements (unaudited) included in this report for carrying values and estimated fair values of our investment securities portfolio.

Total gross loans increased $182,511,000 or 19.35% to $1,125,891,000 as of June 30, 2020, compared to $943,380,000 as of December 31, 2019.

Total gross loans increased $166,509,000 or 17.65% to $1,109,889,000 as of September 30, 2020, compared to $943,380,000 as of December 31, 2019.

The following table sets forth information concerning the composition of our loan portfolio at the dates indicated:

Loan Type (dollars in thousands) June 30, 2020 % of Total

Loan Type (dollars in thousands) September 30, 2020 % of Total

Loans December 31, 2019 % of Total

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Total loans $ 1,095,232 $ 934,250

As of June 30, 2020, in management’s judgment, a concentration of loans existed in commercial loans and loans collateralized by real estate, representing approximately 96.5% of total loans.

As of September 30, 2020, in management’s judgment, a concentration of loans existed in commercial loans and loans collateralized by real estate, representing approximately 96.7% of total loans.

This level of concentration of commercial loans and loans collateralized by real estate is consistent with 95.5% of total loans at December 31, 2019.

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The Company does not engage in any sub-prime mortgage lending activities.

At June 30, 2020, loans acquired in the Folsom Lake Bank (FLB), Sierra Vista Bank (SVB) and Visalia Community Bank (VCB) acquisitions had a balance of $141,925,000, of which $2,889,000 were commercial loans, $122,062,000 were real estate loans, and $16,974,000 were consumer loans.

At September 30, 2020, loans acquired in the Folsom Lake Bank (FLB), Sierra Vista Bank (SVB) and Visalia Community Bank (VCB) acquisitions had a balance of $137,177,000, of which $2,646,000 were commercial loans, $118,843,000 were real estate loans, and $15,688,000 were consumer loans.

At December 31, 2019, loans acquired in the FLB, SVB and VCB acquisitions had a balance of $152,735,000, of which $4,009,000 were commercial loans, $130,656,000 were real estate loans, and $18,070,000 were consumer loans.

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Contributing to the commercial and industrial loan growth was the issuance of PPP loans.

As of June 30, 2020, gross loans included $211,575,000 in PPP loans which are fully guaranteed by the SBA.

As of September 30, 2020, gross loans included $210,057,000 in PPP loans which are fully guaranteed by the SBA.

The Board of Directors review and approve concentration limits and exceptions to limitations of concentration are reported to the Board of Directors at least quarterly.

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Nonperforming Assets

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or (iii) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection.

At June 30, 2020, total nonperforming assets totaled $2,406,000, or 0.13% of total assets, compared to $1,693,000, or 0.11% of total assets at December 31, 2019.

Total nonperforming assets at June 30, 2020, included nonaccrual loans totaling $2,406,000, no OREO, and no other repossessed assets.

At September 30, 2020, total nonperforming assets totaled $3,458,000, or 0.18% of total assets, compared to $1,693,000, or 0.11% of total assets at December 31, 2019.

Total nonperforming assets at September 30, 2020, included nonaccrual loans totaling $3,458,000, no OREO, and no other repossessed assets.

Nonperforming assets at December 31, 2019 consisted of $1,693,000 in nonaccrual loans, no OREO, and no other repossessed assets.

At June 30, 2020, we had no loan considered to be a troubled debt restructuring (“TDRs”) included in nonaccrual loans totaling $0 compared to one TDR totaling $322,000 at December 31, 2019.

A summary of nonperforming loans at June 30, 2020 and December 31, 2019 is set forth below.

The Company had no loans past due more than 90 days and still accruing interest at June 30, 2020 or at December 31, 2019.

At September 30, 2020, we had no loan considered to be a troubled debt restructuring (“TDRs”) included in nonaccrual loans compared to one TDR totaling $322,000 at December 31, 2019.

A summary of nonperforming loans at September 30, 2020 and December 31, 2019 is set forth below.

The Company had no loans past due more than 90 days and still accruing interest at September 30, 2020 or at December 31, 2019.

Management can give no assurance that nonaccrual and other nonperforming loans will not increase in the future.

Composition of Nonperforming Loans

(In thousands) June 30, 2020 December 31, 2019

(In thousands) September 30, 2020 December 31, 2019

Nonaccrual loans:

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We measure our impaired loans by using the fair value of the collateral if the loan is collateral dependent and the present value of the expected future cash flows discounted at the loan’s original contractual interest rate if the loan is not collateral dependent.

As of June 30, 2020 and December 31, 2019, we had impaired loans totaling $14,187,000 and $3,734,000, respectively.

For collateral dependent loans secured by real estate, we obtain external valuations which are updated at least annually to determine the fair value of the collateral, and we record an immediate charge-off for the difference between the book value of the loan and the appraised value less selling costs value of the collateral.

As of September 30, 2020 and December 31, 2019, we had impaired loans totaling $12,686,000 and $3,734,000, respectively.

For collateral dependent loans secured by real estate, we obtain external valuations which are updated at least annually to determine the fair value of the collateral, and we record a charge-off for the difference between the book value of the loan and the appraised value less selling costs value of the collateral, unless there is an extenuating circumstance that may positively affect the amount collected.

We perform quarterly internal reviews on substandard loans.

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The following table provides a reconciliation of the change in nonaccrual loans for the first six months of 2020.

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The following table provides a reconciliation of the change in nonaccrual loans for the first nine months of 2020.

(In thousands) Balance, December 31, 2019 Additions

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Status Charge-

Offs Balance, June 30, 2020

Offs Balance, September 30, 2020

Nonaccrual loans:

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OREO is initially recorded at fair value less costs to sell and thereafter carried at the lower of cost or fair value, less selling costs.

We had no OREO properties at June 30, 2020 or December 31, 2019.

The Company held no repossessed assets at June 30, 2020 or December 31, 2019.

We had no OREO properties at September 30, 2020 or December 31, 2019.

The Company held no repossessed assets at September 30, 2020 or December 31, 2019.

Allowance for Credit Losses

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The Bank’s asset

monitoring process includes the use of asset classifications to segregate the assets, largely loans and real estate, into various risk categories.

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monitoring process includes the use of asset classifications to segregate the assets, largely loans, into various risk categories.

The Bank uses the various asset classifications as a means of measuring risk and determining the adequacy of valuation allowances by using a nine-grade system to classify assets.

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The following table sets forth information regarding our allowance for credit losses at the dates and for the periods indicated:

For the Six Months

Ended June 30, For the Year Ended

December 31, For the Six Months

Ended June 30,

For the Nine Months

Ended September 30, For the Year Ended

December 31, For the Nine Months

Ended September 30,

(Dollars in thousands) 2020 2019 2019

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Additions are also required when, in management’s judgment, the reserve does not properly reflect the potential loss exposure.

As of June 30, 2020, the balance in the allowance for credit losses (ALLL) was $13,937,000 compared to $9,130,000 as of December 31, 2019.

The increase is attributed to the additional provision of $4,375,000 during the six months ended June 30, 2020.

The balance of undisbursed commitments to extend credit on construction and other loans and letters of credit was $315,695,000 as of June 30, 2020, compared to $291,182,000 as of December 31, 2019.

At June 30, 2020 and December 31, 2019, the balance of a contingent allocation for probable loan loss experience on unfunded obligations was $175,000 and $250,000, respectively.

As of September 30, 2020, the balance in the allowance for credit losses (ALLL) was $14,657,000 compared to $9,130,000 as of December 31, 2019.

The increase is attributed to the additional provision of $4,975,000 during the nine months ended September 30, 2020.

The balance of undisbursed commitments to extend credit on construction and other loans and letters of credit was $317,461,000 as of September 30, 2020, compared to $291,182,000 as of December 31, 2019.

At September 30, 2020 and December 31, 2019, the balance of a contingent allocation for probable loan loss experience on unfunded obligations was $250,000.

The contingent allocation for probable loan loss experience on unfunded obligations is calculated by management using appropriate, systematic, and consistently applied processes.

While related to credit losses, this allocation is not a part of the ALLL and is considered separately as a liability for accounting and regulatory reporting purposes.

As of June 30, 2020, the ALLL was 1.24% of total gross loans compared to 0.97% as of December 31, 2019.

Total loans include FLB, SVB and VCB loans that were recorded at fair value in connection with the acquisitions, with values of $141,925,000 at June 30, 2020 and $152,735,000 at December 31, 2019.

Excluding these FLB, SVB and VCB loans from the calculation, the ALLL to total gross loans was 1.42% and 1.15% at June 30, 2020 and December 31, 2019, respectively and general reserves associated with non-impaired loans to total non-impaired loans was 1.41% and 1.16%, respectively.

As of June 30, 2020, gross loans included $211,575,000 related to PPP loans which are fully guaranteed by the SBA.

Excluding PPP loans and the acquired loans from the calculation, the allowance for credit losses to total gross loans was 1.80% and 1.15% as of June 30, 2020 and December 31, 2019, respectively.

The Company believes the allowance for credit losses is adequate to provide for probable incurred credit losses within the loan portfolio at June 30, 2020.

As of September 30, 2020, the ALLL was 1.32% of total gross loans compared to 0.97% as of December 31, 2019.

Total loans include FLB, SVB and VCB loans that were recorded at fair value in connection with the acquisitions, with values of $137,177,000 at September 30, 2020 and $152,735,000 at December 31, 2019.

Excluding these FLB, SVB and VCB loans from the calculation, the ALLL to total gross loans was 1.51% and 1.15% at September 30, 2020 and December 31, 2019, respectively and general reserves associated with non-impaired loans to total non-impaired loans was 1.84% and 1.16%, respectively.

As of September 30, 2020, gross loans included $210,057,000 related to PPP loans which are fully guaranteed by the SBA.

Excluding PPP loans and the acquired loans from the calculation, the allowance for credit losses to total gross loans was 1.92% and 1.15% as of September 30, 2020 and December 31, 2019, respectively.

The Company believes the allowance for credit losses is adequate to provide for probable incurred credit losses within the loan portfolio at September 30, 2020.

The loan portfolios acquired in the mergers were booked at fair value with no associated allocation in the ALLL.

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therefore, there is no associated allocation in the ALLL for those loans.

The Company’s loan portfolio balances for the six months ended June 30, 2020 increased through organic growth and through participation in the PPP loan program.

Management believes that the change in the allowance for credit losses to total loans ratio is directionally consistent with the composition of loans and the level of nonperforming and classified loans, partially offset by the general economic conditions experienced in the central California communities serviced by the Company and recent improvements in real estate collateral values.

The Company’s loan portfolio balances for the nine months ended September 30, 2020 increased through organic growth and through participation in the PPP loan program.

Management believes that the change in the allowance for credit losses to total loans ratio is directionally consistent with the composition of loans and the level of nonperforming and classified loans, and by the general economic conditions experienced in the central California communities serviced by the Company, partially offset by recent improvements in real estate collateral values.

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Assumptions regarding the collateral value of various under-performing loans may affect the level and allocation of the allowance for credit losses in future periods.

The allowance may also be affected by trends in the amount of charge-offs

experienced or expected trends within different loan portfolios.

The allowance may also be affected by trends in the amount of charge-offs experienced or expected trends within different loan portfolios.

However, the total reserve rates on non-impaired loans include qualitative factors which are systematically derived and consistently applied to reflect conservatively estimated losses from loss contingencies at the date of the financial statements.

Based on the above considerations and given recent changes in historical charge-off rates included in the ALLL modeling and the changes in other factors, management determined that the ALLL was appropriate as of June 30, 2020.

However, no assurance can be given that the Company may not sustain charge-offs which are in excess of the allowance in any given period.

The following table illustrates and sets forth additional analysis which portrays the trends that are occurring in the loan portfolio.

June 30, 2020 December 31, 2019 June 30, 2019

September 30, 2020 December 31, 2019 September 30, 2019

(Dollars in thousands) Balance % to Total Loans Balance % to Total Loans Balance % to Total Loans

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Business combinations involving the Company’s acquisition of the equity interests or net assets of another enterprise give rise to goodwill.

Total goodwill at June 30, 2020, was $53,777,000 consisting of $8,934,000, $14,643,000, $6,340,000, $10,394,000, and $13,466,000 representing the excess of the cost of Bank of Madera County, Service 1 st Bancorp, Visalia Community Bank, Sierra Vista Bank, and Folsom Lake Bank, respectively, over the net of the amounts assigned to assets acquired and liabilities assumed in the transactions accounted for under the purchase method of accounting.

Total goodwill at September 30, 2020, was $53,777,000 consisting of $8,934,000, $14,643,000, $6,340,000, $10,394,000, and $13,466,000 representing the excess of the cost of Bank of Madera County, Service 1st Bancorp, Visalia Community Bank, Sierra Vista Bank, and Folsom Lake Bank, respectively, over the net of the amounts assigned to assets acquired and liabilities assumed in the transactions accounted for under the purchase method of accounting.

The value of goodwill is ultimately derived from the Company’s ability to generate net earnings after the acquisitions and is not deductible for tax purposes.

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For that reason, goodwill is assessed at least annually for impairment.

Management performed a qualitative assessment in the third quarter of 2019 to determine if a goodwill impairment test was required.

Based upon review of qualitative factors as allowed per ASC 350, it was determined that it was more likely than not that the fair value of the Company was higher than the carrying value and therefore a quantitative goodwill impairment test was not required.

Subsequent to this qualitative assessment during March 2020, the COVID-19 pandemic emerged and began impacting the state and local economies in our market due to local shelter-in-place orders and restrictions on businesses which caused many nonessential businesses to close and workers to be temporarily unemployed.

During March 2020, the COVID-19 pandemic emerged and began impacting the state and local economies in our market due to local shelter-in-place orders and restrictions on businesses which caused many nonessential businesses to close and workers to be temporarily unemployed.

Goodwill is assessed for impairment between annual tests if a triggering event occurs or circumstances change that may cause the fair value of a reporting unit to decline below its carrying amount.

Management considers the entire Company to be one reporting unit.

Management considered the COVID-19 related economic downturn to be such a triggering event and therefore performed the same qualitative assessment at the end of the first quarter of 2020.

Management considered the COVID-19 related economic downturn to be such a triggering event and therefore performed qualitative assessments at the end of the first and second quarters of 2020.

Based upon this assessment, it was determined that it was more likely than not that the fair value of the Company was more than its carrying value and therefore no quantitative impairment test was required.

Given the continued economic impact of the pandemic, management again determined it appropriate to perform a qualitative assessment as of June 30, 2020.

Based on management’s qualitative assessment, it was determined that there was no change to the conclusion reached at the end of the first quarter and therefore management believes it is more likely than not the fair value of the Company has not decreased below the carrying value.

Given the continued economic impact of the pandemic, management determined it appropriate to perform a quantitative test as of September 30, 2020.

Management engaged a third party valuation specialist to assist with the performance of the quantitative goodwill impairment test in the third quarter of 2020.

The third party specialist estimated the fair value of the reporting unit by weighting results from various market approaches and the income approach.

Significant assumptions inherent in the valuation methodologies for goodwill that were employed and included, but were not limited to, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies in our industry.

Based on this quantitative test, it was determined that the fair value of the reporting unit exceeded the carrying value as of September 30, 2020.

Therefore, there was no impairment of goodwill recorded during the three and nine months ended September 30, 2020.

Changes in the economic environment, operations of the reporting unit or other adverse events could result in future impairment charges which could have a material adverse impact on the Company’s operating results.

The intangible assets represent the estimated fair value of the core deposit relationships acquired in the 2017 acquisition of Folsom Lake Bank of $1,879,000, the 2016 acquisition of Sierra Vista Bank of $508,000, and the 2013 acquisition of Visalia Community Bank of $1,365,000.

Core deposit intangibles are being amortized using the straight-line method (which approximates the effective interest method) over estimated lives of five to 10 years from the date of acquisition.

The carrying value of intangible assets at June 30, 2020 was $1,530,000, net of $2,222,000 in accumulated amortization expense.

The carrying value of intangible assets at September 30, 2020 was $1,356,000, net of $2,396,000 in accumulated amortization expense.

The carrying value at December 31, 2019 was $1,878,000, net of $1,874,000 accumulated amortization expense.

We evaluate the remaining useful lives quarterly to determine whether events or circumstances warrant a revision to the remaining periods of amortization.

Based on the evaluation, no changes to the remaining useful lives was required in the first six months of 2020.

Amortization expense recognized was $347,000 and $347,000 for the six months ended June 30, 2020 and June 30, 2019, respectively.

Based on the evaluation, no changes to the remaining useful lives was required in the first nine months of 2020.

Amortization expense recognized was $521,000 and $521,000 for the nine months ended September 30, 2020 and September 30, 2019, respectively.

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The following table summarizes the Company’s estimated remaining core deposit intangible amortization expense for each of the next five years (in thousands):

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All of a depositor’s accounts at an insured depository institution, including all non-interest bearing transactions accounts, are insured by the FDIC up to standard maximum deposit insurance amount of $250,000 for each deposit insurance ownership category.

Total deposits increased $316,272,000 or 23.72% to $1,649,557,000 as of June 30, 2020, compared to $1,333,285,000 as of December 31, 2019, primarily due to recurring seasonal patterns.

Interest-bearing deposits increased $93,737,000 or 12.69% to $832,395,000 as of June 30, 2020, compared to $738,658,000 as of December 31, 2019.

Non-interest bearing deposits increased $222,535,000 or 37.42% to $817,162,000 as of June 30, 2020, compared to $594,627,000 as of December 31, 2019.

Average non-interest bearing deposits to average total deposits was 46.47% for the six months ended June 30, 2020 compared to 42.28% for the same period in 2019.

The Company’s deposit balances for the six months ended June 30, 2020 increased through organic growth, PPP loan proceeds retained in customer deposit accounts, and deferred tax payments.

The composition of the deposits and average interest rates paid at June 30, 2020 and December 31, 2019 is summarized in the table below.

(Dollars in thousands) June 30, 2020 % of

Total deposits increased $347,929,000 or 26.10% to $1,681,214,000 as of September 30, 2020, compared to $1,333,285,000 as of December 31, 2019, primarily due to recurring seasonal patterns.

Interest-bearing deposits increased $137,663,000 or 18.64% to $876,321,000 as of September 30, 2020, compared to $738,658,000 as of December 31, 2019.

Non-interest bearing deposits increased $210,266,000 or 35.36% to $804,893,000 as of September 30, 2020, compared to $594,627,000 as of December 31, 2019.

Average non-interest bearing deposits to average total deposits was 47.24% for the nine months ended September 30, 2020 compared to 42.60% for the same period in 2019.

The Company’s deposit balances for the nine months ended September 30, 2020 increased through organic growth, PPP loan proceeds retained in customer deposit accounts, and deferred tax payments.

The composition of the deposits and average interest rates paid at September 30, 2020 and December 31, 2019 is summarized in the table below.

(Dollars in thousands) September 30, 2020 % of

Deposits Average Effective

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Other Borrowings

As of June 30, 2020 and December 31, 2019, the Company had no Federal Home Loan Bank (“FHLB”) of San Francisco advances.

As of September 30, 2020 and December 31, 2019, the Company had no Federal Home Loan Bank (“FHLB”) of San Francisco advances.

We maintain a line of credit with the FHLB collateralized by government securities and loans.

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The Company needs to maintain substantial levels of regulatory capital to give it maximum flexibility in the changing regulatory environment and to respond to changes in the market and economic conditions.

Our shareholders’ equity was $228,558,000 at June 30, 2020, compared to $228,128,000 at December 31, 2019.

The increase from December 31, 2019 in shareholders’ equity is the result of an increase in retained earnings from net income of $8,924,000, the exercise of stock options of $228,000, stock issued under the employee stock purchase plan of $115,000, the effect of share based compensation expense of $248,000, and stock awarded to employees of $141,000, offset by a increase in

accumulated other comprehensive income (AOCI) of $4,606,000, common stock cash dividends of $2,780,000 and stock repurchases of $11,052,000.

Our shareholders’ equity was $235,780,000 at September 30, 2020, compared to $228,128,000 at December 31, 2019.

The increase from December 31, 2019 in shareholders’ equity is the result of an increase in retained earnings from net income of $13,268,000, an increase in accumulated other comprehensive income (AOCI) of $8,649,000, the exercise of stock options of $277,000, stock issued under the employee stock purchase plan of $162,000, the effect of share based compensation expense

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of $362,000, and stock awarded to employees of $141,000, offset by common stock cash dividends of $4,155,000 and stock repurchases of $11,052,000.

On July 17, 2019, the Board of Directors of the Company approved the adoption of a program to effect repurchases of the Company’s common stock with the intent to purchase up to $10 million worth of the Company’s outstanding common stock, or approximately 479,616 shares.

During the three months ended June 30, 2020, the Company repurchased and retired 49,269 shares related to the July 17, 2019 stock repurchase plan at an approximate cost of $1,052,000, completing the plan.

During the nine months ended September 30, 2020, the Company repurchased and retired 49,269 shares related to the July 17, 2019 stock repurchase plan at an approximate cost of $1,052,000, completing the plan.

During the year ended December 31, 2019, the Company repurchased and retired a total of 431,444 shares at an approximate cost of $8,948,000.

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On January 15, 2020, the Board of Directors of the Company approved the adoption of a new program to effect repurchases of the Company’s common stock with the intent to purchase up to $10,000,000 of the Company’s outstanding common stock, or approximately 487,805 shares.

During the three months ended June 30, 2020, the Company repurchased and retired a total of 572,110 shares at an approximate cost of $17.45 per share, completing the stock repurchase plan.

During the first six months of 2020, the Company declared and paid $2,780,000 in cash dividends ($0.22 per common share) to holders of common stock.

During the nine months ended September 30, 2020, the Company repurchased and retired a total of 572,110 shares at an approximate cost of $17.45 per share, completing the stock repurchase plan.

During the first nine months of 2020, the Company declared and paid $4,155,000 in cash dividends ($0.33 per common share) to holders of common stock.

The Company declared and paid a total of $5,805,000 in cash dividends ($0.43 per common share) to holders of common stock during the year ended December 31, 2019.

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credit and recourse arrangements, which are reported as off-balance-sheet items.

The following table presents the Company’s regulatory capital ratios as of June 30, 2020 and December 31, 2019.

The following table presents the Company’s regulatory capital ratios as of September 30, 2020 and December 31, 2019.

(Dollars in thousands) Actual Ratio Minimum regulatory requirement (1)

June 30, 2020 Amount Ratio Amount Ratio

September 30, 2020 Amount Ratio Amount Ratio

Tier 1 Leverage Ratio $ 172,417 9.26 % N/A N/A

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(1) Effective August 30, 2018, the minimum regulatory requirements were eliminated for bank holding companies with less than $3 billion of assets.

The following table presents the Bank’s regulatory capital ratios as of June 30, 2020 and December 31, 2019.

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The following table presents the Bank’s regulatory capital ratios as of September 30, 2020 and December 31, 2019.

(Dollars in thousands) Actual Ratio Minimum regulatory requirement (1) Minimum requirement for “ Well-Capitalized ”

June 30, 2020 Amount Ratio Amount Ratio Amount Ratio

September 30, 2020 Amount Ratio Amount Ratio Amount Ratio

Tier 1 Leverage Ratio $ 171,257 9.20 % $ 74,485 4.00 % $ 93,106 5.00 %

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Under applicable regulatory guidance, the amount of trust preferred securities that is eligible as Tier 1 capital is limited to 25% of the Company’s Tier 1 capital on a pro forma basis.

At June 30, 2020, all of the trust preferred securities that have been issued qualify as Tier 1 capital.

At September 30, 2020, all of the trust preferred securities that have been issued qualify as Tier 1 capital.

The trust preferred securities mature on October 7, 2036, are redeemable at the Company’s option beginning five years after issuance, and require quarterly distributions by the Trust to the holder of the trust preferred securities at a variable interest rate which will adjust quarterly to equal the three month LIBOR plus 1.60%.

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For each January 7, April 7, July 7 or October 7 of each year, the rate will be adjusted to equal the three month LIBOR plus 1.60%.

As of June 30, 2020, the rate was 2.82%.

As of September 30, 2020, the rate was 1.88%.

Liquidity management involves our ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include funding of securities purchases, providing for customers’ credit needs and ongoing repayment of borrowings.

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These funding sources are augmented by payments of principal and interest on loans, the routine maturities and pay downs of securities from the securities portfolio, the stability of our core deposits and the ability to sell investment securities.

As of June 30, 2020, the Company had unpledged securities totaling $442,355,000 available as a secondary source of liquidity and total cash and cash equivalents of $118,557,000.

Cash and cash equivalents at June 30, 2020 increased 125.51% compared to $52,574,000 at December 31, 2019.

As of September 30, 2020, the Company had unpledged securities totaling $481,751,000 available as a secondary source of liquidity and total cash and cash equivalents of $87,010,000.

Cash and cash equivalents at September 30, 2020 increased 65.50% compared to $52,574,000 at December 31, 2019.

Primary uses of funds include withdrawal of and interest payments on deposits, originations and purchases of loans, purchases of investment securities, and payment of operating expenses.

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As a means of augmenting our liquidity, we have established federal funds lines with our correspondent banks.

At June 30, 2020, our available borrowing capacity includes approximately $110,000,000 in unsecured credit lines with our correspondent banks, $255,973,000 in unused FHLB secured advances and a $14,969,000 secured credit line at the Federal Reserve Bank.

At September 30, 2020, our available borrowing capacity includes approximately $110,000,000 in unsecured credit lines with our correspondent banks, $241,964,000 in unused FHLB secured advances and a $14,196,000 secured credit line at the Federal Reserve Bank.

We believe our liquidity sources to be stable and adequate.

At June 30, 2020, we were not aware of any information that was reasonably likely to have a material effect on our liquidity position.

The following table reflects the Company’s credit lines, balances outstanding, and pledged collateral at June 30, 2020 and December 31, 2019:

Credit Lines (In thousands) June 30, 2020 December 31, 2019

At September 30, 2020, we were not aware of any information that was reasonably likely to have a material effect on our liquidity position.

The following table reflects the Company’s credit lines, balances outstanding, and pledged collateral at September 30, 2020 and December 31, 2019:

Credit Lines (In thousands) September 30, 2020 December 31, 2019

Unsecured Credit Lines

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis