What changed in this filing

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Item 7. Management’s Discussion and Analysis

2021-03-08 compared with 2020-03-05 · 389 added, 574 removed, 392 unchanged (71% of the section changed)

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This overview highlights selected information in this Annual Report on Form 10-K and may not contain all of the information that is important to you.

For a more complete understanding of trends, events, commitments,

uncertainties, liquidity, capital resources, and critical accounting estimates, you should carefully read this entire Annual Report on Form 10-K.

For a discussion of changes in results of operations comparing

the years ended December 31, 2018 and 2017 for the Company and its subsidiary, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 8, 2019.

For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources, and critical accounting estimates, you should carefully read this entire Annual Report on Form 10-K.

For a discussion of changes in results of operations comparing the years ended December 31, 2019 and 2018, for the Company and its subsidiary, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 5, 2020.

Our subsidiary, First Northern Bank of Dixon, is a California state-chartered bank that derives most of its revenues from lending and deposit taking in the Sacramento Valley region of Northern California.

rates, business conditions and customer confidence all affect our ability to generate revenues.

Interest rates, business conditions and customer confidence all affect our ability to generate revenues.

In addition, the regulatory environment and competition can challenge our ability to generate those revenues.

Financial highlights for 2020 include:

The Company reported net income of $14.7 million for 2019, a 17.3% increase compared to net income of $12.6 million for 2018.

Net income per common share for 2019 was $1.15, an increase of 16.2% compared to net income

per common share of $0.99 for 2018.

Net income per common share on a fully diluted basis was $1.14 for 2019, an increase of 17.5% compared to net income per common share on a fully diluted basis of $0.97 for 2018.

Net interest income totaled $47.1 million for 2019, an increase of 6.3% from $44.3 million in 2018, primarily due to increased average loan volumes and rates, increased investment securities volumes and rates,

increased rates on interest bearing due from banks, increased average certificates of deposit volumes and rates, which was partially offset by decreased average due from banks volume and increased average interest-bearing transaction, savings and

money market account volumes and rates.

There was no provision for loan losses in 2019 compared to provision for loan loss of $2.1 million in 2018.

Net charge-offs were $466 thousand in 2019 compared to $411 thousand in 2018.

The decrease in the provision

for loan losses was primarily due to limited loan growth coupled with improvements in credit quality and decreased non-performing assets and associated specific reserves.

Non-interest income totaled $7.2 million for each of the periods ended in 2019 and 2018.

Gain on sale of loans held-for sale and mortgage brokerage income increased in 2019 compared to 2018, which was partially offset

by a decrease in other non-interest income.

The Company reported net income of $12.2 million for 2020, a 17.4% decrease compared to net income of $14.7 million for 2019.

Net income per common share for 2020 was $0.90, a decrease of 18.2% compared to net income per common share of $1.10 for 2019.

Net income per common share on a fully diluted basis was $0.90 for 2020, a decrease of 16.7% compared to net income per common share on a fully diluted basis of $1.08 for 2019.

Net interest income totaled $47.4 million for 2020, an increase of 0.5% from $47.1 million in 2019, primarily due to increases in interest income on loans and a decrease in interest expense on deposits, which was partially offset by decreases in interest income on due from bank balances, investment securities, and other earning assets.

Provision for loan losses totaled $3.1 million in 2020, compared to no provision for loan losses in 2019.

The increase was largely driven by increases in qualitative factors due to declines in the general economic environment as a result of the coronavirus pandemic.

Non-interest income totaled $7.8 million in 2020, an increase of 8.5% from $7.2 million in 2019.

Gain on sale of loans held-for sale and gain on sale of available-for-sale securities increased in 2020 compared to 2019, which was partially offset by a decrease in service charges on deposit accounts and other non-interest income.

The decrease in service charges on deposit accounts was primarily a result of the COVID-19 pandemic and the Bank's decision to waive overdraft/NSF fees for all business and consumer customers for an initial period of 60 days which began in March and was later extended into the third quarter.

The auto-waiver period expired on August 1, 2020.

This assistance resulted in increased fee waiver activity, reducing reported service charge income.

Non-interest expenses totaled $35.5 million for 2020, up 4.5% from $33.9 million in 2019.

The increase was primarily due to increases in salaries and employee benefits due to increased staffing levels, occupancy and

equipment expense due to the opening of an administrative office space and a branch in the second half of 2019, data processing expenses as a result of enhanced IT infrastructure and outsourcing of core processing and other real estate owned expense

primarily due to a write-down on other real estate owned.

The increase in non-interest expenses was partially offset by a reversal of FDIC assessments expense due to the receipt of credits applied in the second half of 2019.

The increase was primarily due to increases in salaries and employee benefits due to increased staffing levels, occupancy and equipment expense due to the full year rent expense and other expenses associated with the opening of an administrative office space and a branch in the second half of 2019, and other expenses.

The decrease was partially offset by a decrease in data processing expenses primarily due to costs incurred in 2019 that were not repeated in 2020, associated with outsourcing of core processing and network infrastructure to third parties, and other real estate owned expense primarily due to a write-down on other real estate owned in 2019, that was not repeated in 2020.

The Company reported total assets of $1.66 billion as of December 31, 2020, up 28.1% from $1.29 billion as of December 31, 2019.

Investments increased to $435.1 million as of December 31, 2020, a 26.9% increase from $342.9 million as of December 31, 2019.

Treasury securities totaled $43.3 million as of December 31, 2019, down 14.7% from

$50.7 million as of December 31, 2018;

Treasury securities totaled $38.9 million as of December 31, 2020, down 10.1% from $43.3 million as of December 31, 2019;

securities of U.S.

government agencies and corporations totaled $106.5 million, up 97.7% from $53.9 million as of December 31, 2019;

obligations of state and political subdivisions totaled $27.0 million, up 41.0%

from $19.2 million as of December 31, 2018;

collateralized mortgage obligations totaled $79.4 million, up 24.5% from $63.8 million as of December 31, 2018;

and mortgage-backed securities totaled $139.3 million, up 0.3% from $138.9 million as of

December 31, 2018.

obligations of state and political subdivisions totaled $32.9 million, up 21.6% from $27.0 million as of December 31, 2019;

collateralized mortgage obligations totaled $73.5 million, down 7.5% from $79.4 million as of December 31, 2019;

and mortgage-backed securities totaled $183.3 million, up 31.6% from $139.3 million as of December 31, 2019.

Loans (including loans held-for-sale), net of allowance, increased to $885.0 million as of December 31, 2020, a 14.5% increase from $773.0 million as of December 31, 2019.

Commercial loans totaled $106.1 million as of

December 31, 2019, down 15.2% from $125.2 million as of December 31, 2018;

Commercial loans totaled $255.9 million as of December 31, 2020, up 141.1% from $106.1 million as of December 31, 2019;

commercial real estate loans were $454.1 million, up 0.5% from $451.8 million as of December 31, 2019;

agriculture loans were $115.8 million, down 6.4% from $123.6 million as

of December 31, 2018;

residential mortgage loans were $64.9 million, up 27.2% from $51.1 million as of December 31, 2018;

agriculture loans were $95.0 million, down 17.9% from $115.8 million as of December 31, 2019;

residential mortgage loans were $64.5 million, down 0.7% from $64.9 million as of December 31, 2019;

residential construction loans were $4.2 million, down 72.2% from $15.2 million as of December 31, 2019;

and consumer loans

totaled $26.8 million, down 24.2% from $35.4 million as of December 31, 2018.

and consumer loans totaled $19.5 million, down 27.4% from $26.8 million as of December 31, 2019.

Deposits increased to $1.48 billion as of December 31, 2020, a 29.8% increase from $1.14 billion as of December 31, 2019.

Stockholders' equity increased to $132.9 million as of December 31, 2019, an 18.2% increase from $112.5 million as of December 31, 2018.

FHLB advances totaling $5.0 million as of December 31, 2020, compared to no FHLB advances as of December 31, 2019.

The $5.0 million advance is a short-term borrowing with a 0% interest rate that was received through the FHLB's COVID-19 Relief and Recovery Advances Program.

Stockholders' equity increased to $150.7 million as of December 31, 2020, a 13.4% increase from $132.9 million as of December 31, 2019.

Recent Developments Related to COVID-19

Since March 13, 2020, the United States has been operating under a state of emergency declared by President Trump in response to the spread of the coronavirus and the COVID-19 disease which it causes.

On March 4, 2020, California Governor Gavin Newsom declared a similar state-wide emergency.

Also, early in March, a number of county and other local health agencies in California declared emergencies and issued “stay-at-home” ordinances for all persons other than workers at “essential businesses”.

Later in 2020, the California state government adopted a four-phase reopening plan.

The ability of a county to move into a phase with fewer restrictions on social and economic activities is dependent upon the county’s compliance with parameters such as the county’s case rate, test positivity rate, and a health equity metric.

As of this time, the California state government, as well as the county health departments in our market area, continue to limit business re-openings in certain sectors and/or with capacity and other restrictions.

During March 2020 and continuing thereafter, the pandemic and governmental responses have resulted in recessionary economic, labor and financial market conditions across the United States and in our markets in California, including dramatic increases in unemployment.

In response, the FRB reduced its federal funds rate by 1.5 percentage points to the current target range of .00 to .25 percent.

In addition, in late March 2020, the U.S.

government enacted the CARES Act, a $2.2 trillion economic stimulus package, the largest in U.S.

history, plus an additional $900 billion stimulus package in December 2020, in an effort to lessen the impact of the pandemic on consumers and businesses.

These developments have had an impact on our business.

Our commercial real estate loan portfolio exposure to industries most affected by the stay-at-home order and subsequent limitations on business activities includes 6.2% to retail properties and business;

1.5% to restaurants;

and 1.1% to the hospitality/hotel sector at December 31, 2020.

Loans to these customers are generally secured by real estate with relatively low loan-to-value ratios and strong guarantors.

There is concern that borrowers will draw on their credit lines to support cashflow disruptions caused by the continuing restrictions on business activities.

Most of the Bank’s optional advance lines of credit are “controlled” with advances supported by certain assets pledged to the Bank for repayment or specific budgeted expense.

The Bank monitors credit line advances daily and has not noted any significant, unusual loan advances as of December 31, 2020.

We have also granted customer relief in a variety of ways, including extended grace periods on residential and commercial mortgages, commercial loans, and automobile loan and lease payments, refraining from reporting payment deferrals to credit bureaus and waiving or refunding certain fees.

The Bank, in the first part of April 2020, commenced participation in the PPP of the SBA which is aimed at providing relief from the pandemic to small businesses through loans by banks guaranteed by the SBA.

In the initial phase of the program, the Bank approved approximately 650 applications for loans under the PPP covering approximately $184 million in funding.

The program was suspended after the initial Congressional appropriation of $349 billion was exhausted.

A second phase of the program, involving a Congressional appropriation of some $310 billion, was initiated on April 27, 2020.

The Bank approved approximately 670 applications for PPP loans in this second phase, covering approximately $51 million in funding.

A total of approximately $235 million in PPP loans were originated by the Bank in 2020.

These PPP loan originations resulted in approximately $7.8 million in SBA processing fees which will be recognized as an adjustment to the effective yield over the loans projected life.

A total of approximately $5.9 million of PPP processing fees was recognized in interest income for the year ended December 31, 2020.

In 2020, the Bank received $80 million in payoffs and reimbursements from the SBA for the amounts forgiven pursuant to the terms of the PPP.

The Bank had PPP loans totaling $155 million as of December 31, 2020.

The Company expects that a significant portion of the PPP loans remaining will be forgiven during 2021 under the terms of the program, as borrowers satisfy the requirement of applying at least 60% of the loan proceeds to support their payroll expenses.

Loans which do not qualify for the forgiveness will remain on the Bank’s books, subject to the SBA’s guarantee.

First Northern Bank has continued to actively assist our communities by providing temporary loan relief under Section 4013 of the CARES Act to customers who have been adversely impacted by the pandemic.

This relief has included loan modifications which provided temporary forbearance programs (both full payment deferrals and interest only payments).

The Bank provided temporary forbearance relief for borrowers over the course of 2020 totaling approximately $102 million, resulting in the net deferral of interest income of approximately $1.2 million for the year ended December 31, 2020.

For loans that were provided full payment deferrals under Section 4013, the Bank made a policy election to cease recognizing interest income during the term of the payment suspension.

Upon completion of the payment forbearance period, and resumption of performance under the original loan terms, the foregone interest is capitalized as deferred interest and recognized as a yield adjustment over the remaining loan term.

Loans on interest-only plans continued to accrue interest income given continued payment performance over the course of the forbearance period.

A majority of loans completed their forbearance period during the fourth quarter of 2020.

Two loans totaling $7.0 million were on an interest only forbearance plan and one loan totaling $0.8 million was on a principal and interest forbearance plan at December 31, 2020.

Although banks in California are defined as “essential businesses” under the California governmental actions and thus are allowed to remain open, some of our employees have elected to work remotely, a majority of whom would normally be working in our branches or offices.

In our branches and offices we continue to enforce the use of face coverings, social distancing and using proper hygiene practices.

Critical Accounting Policies and Estimates

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting

principles generally accepted in the United States.

The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, income and expenses, and

related disclosure of contingent assets and liabilities.

The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, income and expenses, and related disclosure of contingent assets and liabilities.

On an on-going basis, the Company evaluates its estimates, including those related to the allowance for loan losses, other real estate owned, investments, and income taxes.

The Company bases

its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are

not readily apparent from other sources.

The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

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Allowance for Loan Losses

The Company believes the allowance for loan losses accounting policy is critical because the loan portfolio represents the largest asset on the consolidated balance sheet, and there is significant judgment used in

determining the adequacy of the allowance for loan losses.

The Company maintains an allowance for loan losses resulting from the inability of borrowers to make required loan payments.

Loan losses are charged off against the allowance, while

recoveries of amounts previously charged off are credited to the allowance.

The Company maintains an allowance for loan losses at an amount estimated to equal all credit losses incurred in our loan portfolio that are both probable and reasonable to estimate at a balance sheet date.

Loan losses are charged off against the allowance, while recoveries of amounts previously charged off are credited to the allowance.

A provision for loan losses is based on the Company’s periodic evaluation of the factors mentioned below, as well as other pertinent factors.

The allowance for loan losses

consists of an allocated component and a general component.

The allowance for loan losses consists of an allocated component and a general component.

The components of the allowance for loan losses represent an estimate.

The allocated component of the allowance for loan losses reflects expected losses resulting from analyses developed

through specific credit allocations for individual loans and historical loss experience for each loan category.

The specific credit allocations are based on regular analyses of all loans where the internal credit rating is at or below a

predetermined classification.

The allocated component of the allowance for loan losses reflects expected losses resulting from analyses developed through specific credit allocations for individual loans and historical loss experience for each loan category.

The specific credit allocations are based on regular analyses of all loans where the internal credit rating is at or below a predetermined classification.

These analyses involve a high degree of judgment in estimating the amount of loss associated with specific loans, including estimating the amount and timing of future cash flows and collateral values.

The historical

loan loss element is determined using analysis that examines loss experience.

The historical loan loss element is determined using analysis that examines loss experience.

The allocated component of the allowance for loan losses also includes consideration of concentrations and changes in portfolio mix and volume.

The general portion of the allowance reflects the Company’s estimate of

probable inherent but undetected losses within the portfolio due to uncertainties in economic conditions, delays in obtaining information, including unfavorable information about a borrower’s financial condition, the difficulty in identifying

triggering events that correlate perfectly to subsequent loss rates, and risk factors that have not yet manifested themselves in loss allocation factors.

Uncertainty surrounding the strength and timing of economic cycles also affects estimates of

The general portion of the allowance reflects the Company’s estimate of probable inherent but undetected losses within the portfolio due to uncertainties in economic conditions, delays in obtaining information, including unfavorable information about a borrower’s financial condition, the difficulty in identifying triggering events that correlate perfectly to subsequent loss rates, and risk factors that have not yet manifested themselves in loss allocation factors.

Uncertainty surrounding the strength and timing of economic cycles also affects estimates of loss.

There are many factors affecting the allowance for loan losses;

some are quantitative while others require qualitative judgment.

Although the Company believes its process for determining the allowance adequately considers all of the potential

factors that could potentially result in credit losses, the process includes subjective elements and may be susceptible to significant change.

To the extent actual outcomes differ from Company estimates, additional provision for credit losses could

be required that could adversely affect earnings or financial position in future periods.

Although the Company believes its process for determining the allowance adequately considers all of the potential factors that could potentially result in credit losses, the process includes subjective elements and may be susceptible to significant change.

To the extent actual outcomes differ from Company estimates, additional provision for credit losses could be required that could adversely affect earnings or financial position in future periods.

Impaired Loans

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement, including

scheduled interest payments.

For a loan that has been restructured in a troubled debt restructuring, the contractual terms of the loan agreement refer to the contractual terms specified by the original loan agreement, not the contractual terms

specified by the restructuring agreement.

An impaired loan is measured based upon the present value of future cash flows discounted at the loan’s effective rate, the loan’s observable market price, or the fair value of collateral if the loan is

collateral dependent.

If the measurement of the impaired loan is less than the recorded investment in the loan, an impairment is recognized by a charge to the allowance for loan losses.

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Debt securities with fair values that are less than amortized cost are considered impaired.

Impairment may result from either a decline in the financial condition of the issuing entity or, in the case of fixed

interest rate debt securities, from rising interest rates.

At each consolidated financial statement date, management assesses each debt security in an unrealized loss position to determine if impaired debt securities are temporarily impaired or if

the impairment is other than temporary.

more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis less any current-period credit losses.

Other-than-temporary impairment is recognized in earnings if one of the following

conditions exists:

Impairment may result from either a decline in the financial condition of the issuing entity or, in the case of fixed interest rate debt securities, from rising interest rates.

At each consolidated financial statement date, management assesses each debt security in an unrealized loss position to determine if impaired debt securities are temporarily impaired or if the impairment is other than temporary.

This assessment includes consideration regarding the duration and severity of impairment, the credit quality of the issuer and a determination of whether the Company intends to sell the security, or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis less any current-period credit losses.

Other-than-temporary impairment is recognized in earnings if one of the following conditions exists:

1) the Company’s intent is to sell the security;

2) it is more likely than not that the Company will be required to sell the security before the impairment is recovered;

or 3) the Company does not expect to recover its amortized

If, by contrast, the Company does not intend to sell the security and will not be required to sell the security prior to recovery of the amortized cost basis, the Company recognizes only the credit loss component of other-than-temporary

impairment in earnings.

or 3) the Company does not expect to recover its amortized cost basis.

The credit loss component is calculated as the difference between the security’s amortized cost basis and the present value of its expected future cash flows.

The remaining difference between the security’s fair value and

the present value of the future expected cash flows is deemed to be due to factors that are not credit related and is recognized in other comprehensive income.

The remaining difference between the security’s fair value and the present value of the future expected cash flows is deemed to be due to factors that are not credit related and is recognized in other comprehensive income.

Fair Value Measurements

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.

Securities available-for-sale are recorded at fair value on a

recurring basis.

Securities available-for-sale are recorded at fair value on a recurring basis.

Additionally, from time to time, the Company may be required to record at fair value other assets on a non-recurring basis, such as loans held-for-sale, loans held-for-investment and certain other assets.

These non-recurring fair

value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that

caused the transfer, which generally corresponds with the Company’s quarterly valuation process.

These non-recurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally corresponds with the Company’s quarterly valuation process.

For additional discussion, see Note 13 to the Consolidated Financial Statements in this Form 10-K.

Share-Based Payment

yield, stock price volatility, and the risk-free interest rate over the expected life of the option.

The Black-Scholes-Merton model requires the input of highly subjective assumptions including the expected life of the stock-based award and stock

price volatility.

The Company determines the fair value of stock options at grant date using the Black-Scholes-Merton pricing model that takes into account the stock price at the grant date, the exercise price, the expected dividend yield, stock price volatility, and the risk-free interest rate over the expected life of the option.

The Black-Scholes-Merton model requires the input of highly subjective assumptions including the expected life of the stock-based award and stock price volatility.

The estimates used in the model involve inherent uncertainties and the application of Management’s judgment.

As a result, if other assumptions had been used, our recorded stock-based compensation expense could have been materially

different from that reflected in these financial statements.

As a result, if other assumptions had been used, our recorded stock-based compensation expense could have been materially different from that reflected in these financial statements.

The fair value of non-vested restricted common shares generally equals the stock price at grant date.

In addition, we are required to estimate the expected forfeiture rate and only

recognize expense for those share-based awards expected to vest.

In addition, we estimate the expected forfeiture rate and only recognize expense for those share-based awards expected to vest.

If our actual forfeiture rate is materially different from the estimate, the share-based compensation expense could be materially different.

For additional discussion, see Note 15 to

the Consolidated Financial Statements in this Form 10-K.

For additional discussion, see Note 15 to the Consolidated Financial Statements in this Form 10-K.

Accounting for Income Taxes

Income taxes reported in the consolidated financial statements are computed based on an asset and liability approach.

We recognize the amount of taxes payable or refundable for the current year, and deferred tax

assets and liabilities for the expected future tax consequences that have been recognized in the financial statements.

Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial

statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

We record net deferred tax assets to the extent it is more-likely-than-not that they will be

In evaluating our ability to recover the deferred tax assets, Management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning

strategies and recent financial operations.

In projecting future taxable income, Management develops assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation

of feasible and prudent tax planning strategies.

We recognize the amount of taxes payable or refundable for the current year, and deferred tax assets and liabilities for the expected future tax consequences that have been recognized in the financial statements.

Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

We record net deferred tax assets to the extent it is more-likely-than-not that they will be realized.

These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates being used to manage the underlying business.

files consolidated federal and combined state income tax returns.

The Company files consolidated federal and combined state income tax returns.

A "more-likely-than-not" recognition threshold must be met before a tax benefit can be recognized in the consolidated financial statements.

For tax positions that meet the more-likely-than-not threshold, an enterprise

may recognize only the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the taxing authority.

To the extent tax authorities disagree with these tax positions, our effective tax

rates could be materially affected in the period of settlement with the taxing authorities.

For tax positions that meet the more-likely-than-not threshold, an enterprise may recognize only the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the taxing authority.

To the extent tax authorities disagree with these tax positions, our effective tax rates could be materially affected in the period of settlement with the taxing authorities.

For additional discussion, see Note 18 to the Consolidated Financial Statements in this Form 10-K.

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Transfers and servicing of financial assets and extinguishments of liabilities are accounted for and reported based on consistent application of a financial-components approach that focuses on control.

financial assets that are sales are distinguished from transfers that are secured borrowings.

Retained interests (mortgage servicing rights) in loans sold are measured by allocating the previous carrying amount of the transferred assets between the

loans sold and retained interest, if any, based on their relative fair value at the date of transfer.

Transfers of financial assets that are sales are distinguished from transfers that are secured borrowings.

Retained servicing rights on loans sold are measured by allocating the previous carrying amount of the transferred assets between the loans sold and retained interest, if any, based on their relative fair value at the date of transfer.

Fair values are estimated using discounted cash flows based on a current market interest rate.

The Company recognizes a gain and a related asset

for the fair value of the rights to service loans for others when loans are sold.

The recorded value of mortgage servicing rights is included in other assets on the Consolidated Balance Sheets initially at fair value, and is amortized in proportion to, and over the period of, estimated net servicing

The Company recognizes a gain and a related asset for the fair value of the rights to service loans for others when loans are sold.

The Company assesses capitalized mortgage servicing rights for impairment based upon the fair value of those rights at each reporting date.

For purposes of measuring impairment, the rights are stratified based upon the product type, term

and interest rates.

For purposes of measuring impairment, the rights are stratified based upon the product type, term and interest rates.

Fair value is determined by discounting estimated net future cash flows from mortgage servicing activities using discount rates that approximate current market rates and estimated prepayment rates, among other assumptions.

amount of impairment recognized, if any, is the amount by which the capitalized mortgage servicing rights for a stratum exceeds their fair value.

The amount of impairment recognized, if any, is the amount by which the capitalized mortgage servicing rights for a stratum exceeds their fair value.

Impairment, if any, is recognized through a valuation allowance for each individual stratum.

Impact of Recently Issued Accounting Standards

In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842):

Codification Improvements.

These amendments align the guidance for fair value of the underlying asset by

lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance (Issue 1).

This ASU also requires lessors within the scope of Topic 942, Financial Services - Depository and Lending ,

to present all "principal payments received under leases" within investing activities (Issue 2).

Finally, this ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the

new leases standard (Issue 3).

Issue 1 and Issue 2 are effective for public companies for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.

Issue 3 is effective for public companies for fiscal years, and

interim periods within those fiscal years, beginning after December 15, 2018.

The Company adopted Issue 3 of ASU 2019-01 on January 1, 2019, which did not have a significant impact on its consolidated financial statements.

See Note 9 to the

Consolidated Financial Statements in this Form 10-K .

In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses.

The guidance clarifies that receivables arising

from operating leases are not within the scope of the credit losses standard, but rather should be accounted for in accordance with the leases standard.

The effective date and transition requirements are the same as the effective dates and

transition requirements in the credit losses standard, ASU 2016-13.

The Company does not expect the adoption of this update to have a significant impact on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments.

The amendments in ASU

2016-13, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

Financial institutions

and other organizations will now use forward-looking information to better inform their credit loss estimates.

Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to

reflect the full amount of expected credit losses.

In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.

The amendments are effective for

public companies for annual periods beginning after December 15, 2019.

Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

On October 16,

2019, the FASB voted to delay the adoption of ASU 2016-13 until January 1, 2023 for small reporting companies with less than $250 million in public float as defined in the SEC's rules.

The Company qualifies for this delay in adoption.

is currently evaluating the potential impact of ASU 2016-13 on our financial statements.

In that regard, the Company has formed a cross-functional working group, under the direction of our Chief Financial Officer and our Chief Credit Officer.

working group is comprised of individuals from various functional areas including credit risk, finance and information technology, among others.

The Company is currently working through its implementation plan which includes assessment and

documentation of processes, internal controls and data sources;

model development and documentation;

and system configuration, among other things.

The Company is also in the process of implementing a third-party vendor solution to assist us in the

application of ASU 2016-13.

The adoption of ASU 2016-13 could result in an increase in the Company’s allowance for loan losses as a result of changing from an “incurred loss” model, which encompasses allowances for current known and inherent losses

within the portfolio, to an “expected loss” model, which encompasses allowances for losses expected to be incurred over the life of the portfolio.

Furthermore, ASU 2016-13 will necessitate that the Company establish an allowance for expected credit

losses for certain debt securities and other financial assets.

While the Company is currently unable to reasonably estimate the impact of adopting ASU 2016-13, the Company expects that the impact of adoption will be significantly influenced by the

composition, characteristics and quality of its loan and securities portfolios as well as the prevailing economic conditions and forecasts as of the adoption date.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial

These amendments clarify and improve areas of guidance related to the recently issued standards on credit losses, hedging, and recognition and measurement.

The Company does not expect the adoption of this update to have a

significant impact on its consolidated financial statements.

In May 2019, the FASB issued ASU 2019-05, Financial Instruments—Credit Losses (Topic 326):

Targeted Transition Relief.

These amendments provide entities that have certain

instruments within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost , with an option to irrevocably elect the fair value option in Subtopic 825-10, Financial Instruments—Overall , applied on an instrument-by-instrument basis for eligible instruments, upon adoption of Topic 326.

The fair value option election does not apply to held-to-maturity debt securities.

An entity that elects the fair value option should subsequently apply the guidance in Subtopics 820-10, Fair Value Measurement—Overall, and 825-10.

The effective date and transition methodology are the same as in ASU 2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments.

The Company does not expect the adoption of this update to have a significant impact on its consolidated

financial statements.

In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):

Effective Dates.

ASU amends the effective dates of ASU 2017-12 (Hedging);

ASU 2016-13 (Credit Losses) and ASU 2016-02 (Leases).

It pushes back by one year the effective date for all other entities, and also distinguishes that smaller reporting companies as defined by

the SEC are considered for purposes of ASU No.

2016-13 only, as an other entity.

This standard was effective immediately.

ASU 2017-12, Derivatives and Hedging (Topic 815) was effective for the Company on

January 1, 2019 and did not have a significant impact on its consolidated financial statements.

The Company adopted ASU 2016-02, Leases (Topic 842) on January 1, 2019, which resulted in the Company's

recognition of a right-of-use asset of $4,417,000 included in Interest receivable and other assets and lease liabilities of $4,812,000 included in Interest payable and other liabilities on the Condensed Consolidated Balance Sheets.

qualifies as a smaller reporting company as defined by the SEC and as such, the Company is allowed to delay the adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) to January 1, 2023.

See discussion above on the expected impact of ASU 2016-13.

In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses.

This ASU, among other narrow-scope improvements,

clarifies guidance around how to report expected recoveries.

This ASU permits organizations to record expected recoveries on assets purchased with credit deterioration.

In addition to other narrow technical improvements, the ASU also reinforces

existing guidance that prohibits organizations from recording negative allowances for available-for-sale debt securities.

The effective date and transition methodology are the same as in ASU 2016-13, Financial

Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments.

The Company does not expect the adoption of this update to have a significant impact on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes.

This ASU removes specific exceptions to the general

principles in Topic 740 in GAAP.

It eliminates the need for an organization to analyze whether certain exceptions apply in a given period.

This ASU also improves financial statement preparers’ application of income tax-related guidance and

simplifies GAAP for:

a) Franchise taxes that are partially based on income;

b) Transactions with a government that result in a step up in the tax basis of goodwill;

c) Separate financial statements of legal entities that are not subject to tax;

d) Enacted changes in tax laws in interim periods.

For public business entities, ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.

The Company does not expect the adoption of

this update to have a significant impact on its consolidated financial statements.

The CARES Act was passed by Congress and signed into law on March 27, 2020.

Section 4013 of the CARES Act stipulates that a financial institution may elect to not apply GAAP requirements to loan modifications related to the COVID-19 pandemic that would otherwise be categorized as a TDR, and suspends the determination of loan modifications related to the COVID-19 pandemic from being treated as TDR’s.

The relief from TDR guidance applies to modifications of loans that were not more than 30 days past due as of December 31, 2019, and modifications that occur beginning on March 1, 2020, until the earlier of:

sixty days after the date on which the national emergency related to the COVID-19 outbreak is terminated or December 31, 2020.

The suspension of TDR accounting and reporting guidance may not be applied to any adverse impact on the credit of a borrower that is not related to the COVID-19 pandemic.

In December 2020, the Consolidated Appropriations Act, 2021 was signed into law.

Section 541 of this legislation, “Extension of Temporary Relief From Troubled Debt Restructurings and Insurer Clarification,” extends Section 4013 of the CARES Act to the earlier of January 1, 2022 or 60 days after the termination of the national emergency declared relating to COVID-19.

Future TDRs are indeterminable and will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic .

On April 3, 2020, the SEC Office of the Chief Accountant issued a public statement communicating that for eligible entities that elect to apply Section 4013 of the CARES Act, the SEC staff would not object that this is in accordance with GAAP for the periods for which such elections are available.

In June 2020, the American Institute of Certified Public Accountants published Q&A Section 2130.41 regarding a technical question regarding the recognition of interest income on Section 4013 loans which provided multiple permitted policy elections regarding the recognition of interest on Section 4013 restructured loans.

The Bank has continued to actively assist its communities by providing temporary loan relief under Section 4013 of the CARES Act.

This relief included loan modifications which include forbearance programs (both full payment deferrals and interest only payments) to customers who have been negatively impacted by the pandemic.

For loans that have been provided temporary full payment deferrals, the Bank has made a policy election to cease recognition of interest income during the term of the payment deferrals (generally three to six months).

Upon completion of the forbearance period, the foregone interest over the deferral period is capitalized as deferred interest and recognized as an adjustment to the effective interest rate over the remaining life of the loan using the effective yield method.

Loans that were provided interest only payment relief will continue to accrue interest over the interest-only period provided that the loans continue to perform as agreed.

This policy election does not impact the Bank’s existing policies regarding non-accrual determinations if reasonable doubt exists as to the full and timely collection of interest or principal or when a loan becomes contractually past due by ninety days or more with respect to interest or principal regardless of whether a loan was modified under Section 4013 of the CARES Act.

On March 22, 2020, the federal bank regulatory agencies issued joint guidance advising that the agencies have confirmed with the staff of the Financial Accounting Standards Board that short-term modifications due to COVID-19, made on a good faith basis to borrowers who were current prior to relief, are not TDRs.

The CARES Act also provided relief from TDR classification for certain COVID-19 loan modifications.

The Bank elected not to classify modifications that meet the criteria under either the CARES Act or the criteria specified by the regulatory agencies as TDRs.

In March 2020, the FASB issued ASU 2020-02, Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No.

2016-02, Leases (Topic 842).

This ASU adds an SEC paragraph pursuant to the issuance of SEC Staff Accounting Bulletin No.

119 on loan losses to the FASB Codification Topic 326.

This ASU also updates the SEC section of the Codification for the change in the effective date of Topic 842.

This ASU is effective upon addition to the FASB Codification.

The Company adopted ASU 2016-02, Leases (Topic 842) on January 1, 2019.

ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) is effective on January 1, 2023 for smaller reporting companies with less than $250 million in public float as defined in the SEC's rules (such as the Company).

W hile the Company is currently unable to reasonably estimate the impact of adopting ASU 2016-13, it expects that the impact of adoption will be significantly influenced by the composition, characteristics and quality of the Company’s loan and securities portfolios as well as the prevailing economic conditions and forecasts as of the adoption date.

In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments.

The amendments in ASU 2020-03 make narrow-scope improvements to various aspects of the financial instruments guidance, including the current expected credit losses (CECL) standard issued in 2016.

The ASU is part of the FASB’s ongoing Codification improvement project aimed at clarifying specific areas of accounting guidance to help avoid unintended application.

The items addressed in that project generally are not expected to have a significant effect on current accounting practice or create a significant administrative cost for most entities.

Effective dates for each amendment vary.

The Company does not expect the adoption of this update to have a significant impact on its financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848).

This ASU provides temporary optional guidance to ease the potential burden in accounting for reference rate reform.

This ASU provides optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform.

This ASU is effective for all entities as of March 12, 2020 through December 31, 2022.

The Company is in the process of evaluating the provisions of this ASU, but does not expect it to have a material impact on our consolidated financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848):

This ASU clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.

The ASU also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition.

An entity may elect to apply ASU 2021-01 on contract modifications that change the interest rate used for margining, discounting, or contract price alignment retrospectively as of any date from the beginning of the interim period that includes March 12, 2020, or prospectively to new modifications from any date within the interim period that includes or is subsequent to January 7, 2021, up to the date that financial statements are available to be issued.

An entity may elect to apply ASU 2021-01 to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020, and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020.

The Company is in the process of evaluating the provisions of this ASU, but does not expect it to have a material impact on our consolidated financial statements.

STATISTICAL INFORMATION AND DISCUSSION

The following statistical information and discussion should be read in conjunction with the Selected Financial Data included in Part II (Item 6) and the audited consolidated financial statements and accompanying notes

included in Part II (Item 8) of this Annual Report on Form 10-K.

The following tables present information regarding the consolidated average assets, liabilities and stockholders’ equity, the amounts of interest income from average earning assets and the resulting yields, and the

amount of interest expense paid on interest-bearing liabilities.

Average loan balances include non-performing loans.

Interest income includes proceeds from loans on non-accrual status only to the extent cash payments have been received and applied

as interest income.

Interest income includes proceeds from loans on non-accrual status only to the extent cash payments have been received and applied as interest income.

Tax-exempt income is not shown on a tax equivalent basis.

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Time Certificates

Federal Home Loan Bank Advances

Other Liabilities

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(Dollars in thousands)

Total Loans, Including

Loan Fees (1)

Total Loans, Including Loan Fees (1)

Due From Banks

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Total Deposits

Federal Home Loan Bank Advances

Interest payable and Other Liabilities

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Following is an analysis of changes in interest income and expense (dollars in thousands) for 2020 over 2019.

Changes not solely due to interest rate or volume have been allocated proportionately to interest rate and

Changes not solely due to interest rate or volume have been allocated proportionately to interest rate and volume.

2020 Over 2019

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Maturities of Investment Securities

The following table is a summary of the relative maturities (dollars in thousands) and projected yields of the Company’s investment securities as of December 31, 2019.

The yields on tax-exempt securities are shown on

a tax equivalent basis.

Period to Maturity

The following table summarizes the contractual maturity (dollars in thousands) and projected yields of the Company’s investment securities as of December 31, 2020.

The yields on tax-exempt securities are shown on a tax equivalent basis.

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

In addition, factors such as prepayments and interest rates may affect the yield on carrying value of mortgage related securities.

Period to Maturities

Within One Year

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Net deferred origination fees and costs

As shown in the comparative figures for loan mix during 2020 and 2019, total loans increased as a result of increases in commercial and commercial real estate loans, which was partially offset by decreases in agriculture, residential mortgage, residential construction and consumer loans.

The increase in commercial loans was primarily due to PPP loans totaling approximately $155 million at December 31, 2020.

Included in net deferred origination fees at December 31, 2020 was approximately $1.9 million in unearned PPP loan fees.

The Company received a total of approximately $7.8 million in processing fees from the SBA during 2020.

These fees are required to be recognized as an adjustment to the effective yield over the life of the loan.

During 2020, the Company recognized approximately $5.9 million of these processing fees, which are included as a component of interest income on loans.

The balance of approximately $1.9 million will be recognized over the remaining life of the PPP loans.

Commercial loans are primarily for financing the needs of a diverse group of businesses located in the Bank’s market area.

Commercial real estate loans generally fall into two categories, owner-occupied and non-owner

Commercial real estate loans generally fall into two categories, owner-occupied and non-owner occupied.

Real estate construction loans are generally for financing the construction of single-family residential homes for individuals and builders we believe are well-qualified.

These loans are secured by real estate and have short

These loans are secured by real estate and have short maturities.

Residential mortgage loans, which are secured by real estate, include owner-occupied and non-owner occupied properties in the Bank’s market area.

Loans are considered agriculture loans when the primary source of repayment is from the

sale of an agricultural or agricultural-related product or service.

Loans are considered agriculture loans when the primary source of repayment is from the sale of an agricultural or agricultural-related product or service.

Such loans are secured and/or unsecured to producers and processors of crops and livestock.

The Bank also makes loans to individuals for investment purposes.

As shown in the comparative figures for loan mix during 2019 and 2018, total loans increased as a result of increases in commercial real estate loans and residential mortgage loans, which were partially offset by

decreases in commercial loans, agriculture loans, residential construction loans and consumer loans.

Maturities and Sensitivities of Loans to Changes in Interest Rates

Loan maturities of the loan portfolio at December 31, 2020 are as follows (dollars in thousands) (exclude s loans held-for-sale):

Variable Rate

Within one year

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It is generally the Company’s policy to discontinue interest accruals once a loan is past due for a period of 90 days as to interest or principal payments.

When a loan is placed on non-accrual, interest accruals cease

and uncollected accrued interest is reversed and charged against current income.

When a loan is placed on non-accrual, interest accruals cease and uncollected accrued interest is reversed and charged against current income.

Payments received on non-accrual loans are applied against principal.

A loan may only be restored to an accruing basis when it again becomes well secured and in the

process of collection or all past due amounts have been collected and an appropriate period of performance has been demonstrated.

A loan may only be restored to an accruing basis when it again becomes well secured and in the process of collection or all past due amounts have been collected and an appropriate period of performance has been demonstrated.

The following tables summarize the Company’s non-accrual loans by loan category (dollars in thousands), net of guarantees of the State of California and U.S.

Government, including its agencies and its

government-sponsored agencies at December 31, 2019, 2018, 2017, 2016, and 2015.

Government, including its agencies and its government-sponsored agencies at December 31, 2020, 2019, 2018, 2017, and 2016.

At December 31, 2020

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Total non-accrual loans

Non-accrual loans amounted to $1,157,000 at December 31, 2019 and were comprised of three commercial loans totaling $266,000, two commercial real estate loans totaling $466,000, one residential mortgage loan totaling

$172,000 and four consumer loans totaling $253,000.

Non-accrual loans amounted to $6,252,000 at December 31, 2018 and were comprised of two commercial loans totaling $750,000, two commercial real estate loans totaling $381,000, five agriculture

loans totaling $4,830,000, two residential mortgage loans totaling $100,000, and one consumer loan totaling $191,000.

Non-accrual loans amounted to $15,211,000 at December 31, 2020, and were comprised of four commercial loans totaling $363,000, three commercial real estate loans totaling $4,875,000, three agriculture loans totaling $9,130,000, one residential mortgage loan totaling $153,000 and five consumer loans totaling $690,000.

Non-accrual loans amounted to $1,157,000 at December 31, 2019, and were comprised of three commercial loans totaling $266,000, two commercial real estate loans totaling $466,000, one residential mortgage loan totaling $172,000 and four consumer loans totaling $253,000.

If interest on non-accrual loans had been accrued, such interest income would have approximated $1,038,000 and $139,000 during the years ended December 31, 2020 and 2019, respectively.

Income actually recognized for

these loans approximated $475,000 and $23,000 for the years ended December 31, 2019 and 2018, respectively.

The increase in nonaccrual interest was primarily due to payoffs received on five loans during 2019 which resulted in recoveries of

contractually due interest.

The increase in lost interest was primarily due to two commercial real estate loans comprising one relationship and three agriculture loans and one consumer loan comprising one relationship that were placed on non-accrual in 2020.

Income actually recognized for these loans approximated $71,000 and $475,000 for the years ended December 31, 2020 and 2019, respectively.

Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired.

Non-performing impaired loans are

non-accrual loans and loans that are 90 days or more past due and still accruing.

Non-performing impaired loans are non-accrual loans and loans that are 90 days or more past due and still accruing.

Total non-performing impaired loans at December 31, 2020 and 2019, consisting of loans on non-accrual status totaled $15,211,000 and $1,157,000, respectively.

restructuring of a loan can constitute a troubled debt restructuring if the Company for economic or legal reasons related to the borrower’s financial difficulties grants a concession to the borrower that it would not otherwise consider.

is restructured in a troubled debt restructuring is considered an impaired loan.

Performing impaired loans, which consisted of loans modified as troubled debt restructurings, totaled $3,318,000 and $4,622,000 at December 31, 2019 and 2018,

respectively.

A restructuring of a loan can constitute a troubled debt restructuring if the Company for economic or legal reasons related to the borrower’s financial difficulties grants a concession to the borrower that it would not otherwise consider.

A loan that is restructured in a troubled debt restructuring is considered an impaired loan.

Performing impaired loans, which consisted of loans modified as troubled debt restructurings, totaled $2,260,000 and $3,318,000 at December 31, 2020 and 2019, respectively.

The Company expects to collect all principal and interest due from performing impaired loans.

These loans are not on non-accrual status.

No assurance can be given that the existing or any additional collateral will be sufficient to

secure full recovery of the obligations owed under these loans.

No assurance can be given that the existing or any additional collateral will be sufficient to secure full recovery of the obligations owed under these loans.

The Company had no loans 90 days past due and still accruing as of the periods ended December 31, 2020 and 2019.

As the following table illustrates, total non-performing assets, which consists of loans on non-accrual status, loans past due 90-days and still accruing and Other Real Estate Owned ("OREO") net of guarantees of the

State of California and U.S.

Government, including its agencies and its government-sponsored agencies, decreased $5,270,000, or 84.8%, to $942,000 from December 31, 2018 to December 31, 2019.

Non-performing assets net of guarantees represent 0.1%

and 0.5% of total assets at December 31, 2019 and 2018, respectively.

Government, including its agencies and its government-sponsored agencies, increased $14,172,000, or 1504.5%, to $15,114,000 from December 31, 2019 to December 31, 2020.

Non-performing assets net of guarantees represent 0.9% and 0.1% of total assets at December 31, 2020 and 2019, respectively.

The Bank’s management believes that the $15,211,000 in non-accrual loans were appropriately reflected at their fair value at December 31, 2020.

However, no assurance can be given

that the existing or any additional collateral will be sufficient to secure full recovery of the obligations owed under these loans.

However, no assurance can be given that the existing or any additional collateral will be sufficient to secure full recovery of the obligations owed under these loans.

At December 31, 2020

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Allowance for loan and lease losses to non-performing loans (net of guarantees)

OREO consists of property that the Company has acquired by deed in lieu of foreclosure or through foreclosure proceedings, and property that the Company does not hold title to but is in actual control of, known as

in-substance foreclosure.

The estimated fair value of the property is determined prior to transferring the balance to OREO.

The balance transferred to OREO is the estimated fair value of the property less estimated cost to sell.

Impairment may be

deemed necessary to bring the book value of the loan equal to the appraised value.

Impairment may be deemed necessary to bring the book value of the loan equal to the appraised value.

Appraisals or loan officer evaluations are then conducted periodically thereafter charging any additional impairment to the appropriate expense account.

had no OREO as of the year ended December 31, 2019.

The Company had one commercial real estate property classified as OREO totaling $1,092,000 as of the year ended December 31, 2018.

The Company had no OREO as of the years ended December 31, 2020 and 2019.

Potential Problem Loans

The Company manages asset quality and credit risk by maintaining diversification in its loan portfolio and through review processes that include analysis of credit requests and ongoing examination of outstanding loans

and delinquencies, with particular attention to portfolio dynamics and loan mix.

The Company strives to identify loans experiencing difficulty early enough to correct the problems, to record charge-offs promptly based on realistic assessments of

collectability and current collateral values and to maintain an adequate allowance for loan losses at all times.

Asset quality reviews of loans and other non-performing assets are administered using credit risk rating standards and criteria similar

to those employed by state and federal banking regulatory agencies.

The Company strives to identify loans experiencing difficulty early enough to correct the problems, to record charge-offs promptly based on realistic assessments of collectability and current collateral values and to maintain an adequate allowance for loan losses at all times.

Asset quality reviews of loans and other non-performing assets are administered using credit risk rating standards and criteria similar to those employed by state and federal banking regulatory agencies.

The federal banking regulatory agencies utilize the following definitions for assets adversely classified for supervisory purposes:

“Substandard Assets:

a substandard asset is

inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any.

a substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any.

Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.

characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.” “Doubtful Assets:

An asset classified doubtful has all the weaknesses inherent in one classified substandard with the added

characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.” Other Real Estate Owned” and loans rated Substandard and Doubtful are

deemed “classified assets.” This category, which includes both performing and non-performing assets, receives an elevated level of attention regarding collection.

They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.” “Doubtful Assets:

An asset classified doubtful has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

OREO and loans rated Substandard and Doubtful are deemed “classified assets.” This category, which includes both performing and non-performing assets, receives an elevated level of attention regarding collection.

Commercial loans, whether secured or unsecured, generally are made to support the short-term operations and other needs of small businesses.

These loans are generally secured by the receivables, equipment, and other

real property of the business and are susceptible to the related risks described above.

Problem commercial loans are generally identified by periodic review of financial information that may include financial statements, tax returns, and payment

history of the borrower.

requiring similar support from guarantors.

These loans are generally secured by the receivables, equipment, and other real property of the business and are susceptible to the related risks described above.

Problem commercial loans are generally identified by periodic review of financial information that may include financial statements, tax returns, and payment history of the borrower.

Based on this information, the Company may decide to take any of several courses of action, including demand for repayment, requiring the borrower to provide a significant principal payment and/or additional collateral or requiring similar support from guarantors.

Notwithstanding, when repayment becomes unlikely based on the borrower’s income and cash flow, repossession or foreclosure of the underlying collateral may become necessary.

Collateral values may be

determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, purchase invoices, or other appropriate documentation.

Appropriate valuations are obtained at origination of the credit and

periodically thereafter (generally every 3-12 months depending on the collateral type and market conditions), once repayment is questionable, and the loan has been deemed classified.

Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, purchase invoices, or other appropriate documentation.

Appropriate valuations are obtained at origination of the credit and periodically thereafter (generally every 3-12 months depending on the collateral type and market conditions), once repayment is questionable, and the loan has been deemed classified.

Commercial real estate loans generally fall into two categories, owner-occupied and non-owner occupied.

Loans secured by owner occupied real estate are primarily susceptible to changes in the market conditions of the

related business.

Loans secured by owner occupied real estate are primarily susceptible to changes in the market conditions of the related business.

This may be driven by, among other things, industry changes, geographic business changes, changes in the individual financial capacity of the business owner, general economic conditions, and changes in business cycles.

risks apply to commercial loans whether secured by equipment, receivables or other personal property or unsecured.

Problem commercial real estate loans are generally identified by periodic review of financial information that may include financial

statements, tax returns, payment history of the borrower, and site inspections.

Based on this information, the Company may decide to take any of several courses of action, including demand for repayment, requiring the borrower to provide a

significant principal payment and/or additional collateral or requiring similar support from guarantors.

Notwithstanding, when repayment becomes unlikely based on the borrower's income and cash flow, repossession or foreclosure of the underlying

collateral may become necessary.

Losses on loans secured by owner-occupied real estate, equipment, or other personal property generally are dictated by the value of underlying collateral at the time of default and liquidation of the

These same risks apply to commercial loans whether secured by equipment, receivables, or other personal property or unsecured.

Problem commercial real estate loans are generally identified by periodic review of financial information that may include financial statements, tax returns, payment history of the borrower, and site inspections.

Notwithstanding, when repayment becomes unlikely based on the borrower's income and cash flow, repossession or foreclosure of the underlying collateral may become necessary.

Losses on loans secured by owner-occupied real estate, equipment, or other personal property generally are dictated by the value of underlying collateral at the time of default and liquidation of the collateral.

When default is driven by issues related specifically to the business owner, collateral values tend to provide better repayment support and may result in little or no loss.

Alternatively, when default is driven by more general economic

conditions, underlying collateral generally has devalued more and results in larger losses due to default.

Loans secured by non-owner occupied real estate are primarily susceptible to risks associated with swings in occupancy or vacancy and related

shifts in lease rates, rental rates or room rates.

Alternatively, when default is driven by more general economic conditions, underlying collateral generally has devalued more and results in larger losses due to default.

Loans secured by non-owner occupied real estate are primarily susceptible to risks associated with swings in occupancy or vacancy and related shifts in lease rates, rental rates or room rates.

Most often, these shifts are a result of changes in general economic or market conditions or overbuilding and resultant over-supply of space.

Losses are dependent on the value of underlying

collateral at the time of default.

Losses are dependent on the value of underlying collateral at the time of default.

Values are generally driven by these same factors and influenced by interest rates and required rates of return as well as changes in occupancy costs.

Collateral values may be determined by appraisals obtained

through Bank-approved, licensed appraisers, qualified independent third parties, sales invoices, or other appropriate means.

Appropriate valuations are obtained at origination of the credit and periodically thereafter (generally every 3-12 months

depending on the collateral type and market conditions), once repayment is questionable, and the loan has been deemed classified.

Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, sales invoices, or other appropriate means.

Agricultural loans, whether secured or unsecured, generally are made to producers and processors of crops and livestock.

Repayment is primarily from the sale of an agricultural product or service.

Agricultural loans

are generally secured by inventory, receivables, equipment, and other real property.

Agricultural loans are generally secured by inventory, receivables, equipment, and other real property.

Agricultural loans primarily are susceptible to changes in market demand for specific commodities.

This may be exacerbated by, among other things, industry

changes, changes in the individual financial capacity of the business owner, general economic conditions and changes in business cycles, as well as changing weather conditions.

Problem agricultural loans are generally identified by periodic review

of financial information that may include financial statements, tax returns, crop budgets, payment history, and crop inspections.

Based on this information, the Company may decide to take any of several courses of action, including demand for

repayment, requiring the borrower to provide a significant principal payment and/or additional collateral or requiring similar support from guarantors.

Notwithstanding, when repayment becomes unlikely based on the borrower’s income and cash flow,

repossession or foreclosure of the underlying collateral may become necessary.

Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, purchase invoices, or other

appropriate documentation.

loan has been deemed classified.

This may be exacerbated by, among other things, industry changes, changes in the individual financial capacity of the business owner, general economic conditions and changes in business cycles, as well as changing weather conditions.

Problem agricultural loans are generally identified by periodic review of financial information that may include financial statements, tax returns, crop budgets, payment history, and crop inspections.

Notwithstanding, when repayment becomes unlikely based on the borrower’s income and cash flow, repossession or foreclosure of the underlying collateral may become necessary.

Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, purchase invoices, or other appropriate documentation.

Residential mortgage loans, which are secured by real estate, are primarily susceptible to three risks;

non-payment due to diminished or lost income, over-extension of credit, a lack of borrower’s cash flow to sustain

payments, and shortfalls in collateral value.

In general, non-payment is due to loss of employment and follows general economic trends in the marketplace, particularly the upward movement in the unemployment rate, loss of collateral value, and

demand shifts.

non-payment due to diminished or lost income, over-extension of credit, a lack of borrower’s cash flow to sustain payments, and shortfalls in collateral value.

In general, non-payment is due to loss of employment and follows general economic trends in the marketplace, particularly the upward movement in the unemployment rate, loss of collateral value, and demand shifts.

Problem residential mortgage loans are generally identified via payment default.

Based on this information, the Company may decide to take any of several courses of action, including demand for repayment, requiring the borrower to

provide a significant principal payment and/or additional collateral or requiring similar support from guarantors.

Notwithstanding, when repayment becomes unlikely based on the borrower’s income and cash flow, repossession or foreclosure of the

underlying collateral may become necessary.

Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, purchase invoices, or other appropriate

documentation.

deemed classified.

over-runs, mismanagement of the project, or lack of demand and market changes experienced at time of completion.

Notwithstanding, when repayment becomes unlikely based on the borrower’s income and cash flow, repossession or foreclosure of the underlying collateral may become necessary.

Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, purchase invoices, or other appropriate documentation.

Construction loans, whether owner occupied or non-owner occupied residential development loans, are not only susceptible to the related risks described above but the added risks of construction itself, including cost over-runs, mismanagement of the project, or lack of demand and market changes experienced at time of completion.

Again, losses are primarily related to underlying collateral value and changes therein as described above.

Problem construction loans

are generally identified by periodic review of financial information that may include financial statements, tax returns and payment history of the borrower.

Based on this information, the Company may decide to take any of several courses of action,

including demand for repayment, requiring the borrower to provide a significant principal payment and/or additional collateral or requiring similar support from guarantors, or repossession or foreclosure of the underlying collateral.

values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, purchase invoices, or other appropriate documentation.

Appropriate valuations are obtained at origination of the credit

and periodically thereafter (generally every 3-12 months depending on the collateral type and market conditions), once repayment is questionable, and the loan has been deemed classified.

Problem construction loans are generally identified by periodic review of financial information that may include financial statements, tax returns and payment history of the borrower.

Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, purchase invoices, or other appropriate documentation.

Consumer loans, whether unsecured or secured, are primarily susceptible to four risks:

non-payment due to diminished or lost income, over-extension of credit, a lack of borrower’s cash flow to sustain payments, and

shortfall in collateral value.

In general, non-payment is due to loss of employment and will follow general economic trends in the marketplace, particularly the upward movements in the unemployment rate, loss of collateral value, and demand

non-payment due to diminished or lost income, over-extension of credit, a lack of borrower’s cash flow to sustain payments, and shortfall in collateral value.

Problem consumer loans are generally identified via payment default.

Based on this information, the Company may decide to take any of several courses of action, including demand for repayment, requiring the borrower to provide a significant

principal payment and/or additional collateral or requiring similar support from guarantors.

Notwithstanding, when repayment becomes unlikely based on the borrower’s income and cash flow, repossession or foreclosure of the underlying collateral may

become necessary.

Notwithstanding, when repayment becomes unlikely based on the borrower’s income and cash flow, repossession or foreclosure of the underlying collateral may become necessary.

Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, purchase invoices, or other appropriate documentation.

Appropriate valuations are obtained

at origination of the credit and periodically thereafter (generally every 3-12 months depending on the collateral type and market conditions), once repayment is questionable, and the loan has been deemed classified.

Once a loan becomes delinquent or repayment becomes questionable, a Company collection officer will address collateral shortfalls with the borrower and attempt to obtain additional collateral or a principal

the present value of future cash flows discounted at the loan's effective interest rate, the loan's observable market price, or the fair value of the collateral if the loan is collateral dependent.

For collateral dependent loans, the Company will

utilize a recent valuation of the underlying collateral less estimated costs of sale, and charge-off the loan down to the estimated net realizable amount.

Depending on the length of time until final collection, the Company may periodically revalue

the estimated loss and take additional charge-offs or specific reserves as warranted.

If this is not forthcoming and payment of principal and interest in accordance with the contractual terms of the loan agreement becomes unlikely, the Company will consider the loan to be impaired and will estimate its probable loss, using the present value of future cash flows discounted at the loan's effective interest rate, the loan's observable market price, or the fair value of the collateral if the loan is collateral dependent.

For collateral dependent loans, the Company will utilize a recent valuation of the underlying collateral less estimated costs of sale, and charge-off the loan down to the estimated net realizable amount.

Depending on the length of time until final collection, the Company may periodically revalue the estimated loss and take additional charge-offs or specific reserves as warranted.

Revaluations may occur as often as every 3-12 months depending on the underlying collateral and volatility of values.

Final charge-offs or recoveries are taken

when the collateral is liquidated and the actual loss is confirmed.

Unpaid balances on loans after or during collection and liquidation may also be pursued through legal action and attachment of wages or judgment liens on the borrower's other

Excluding the non-performing loans cited previously, loans totaling $8,749,000 and $15,926,000 were classified as substandard or doubtful loans, representing potential problem loans at December 31, 2019 and 2018,

respectively.

Final charge-offs or recoveries are taken when the collateral is liquidated and the actual loss is confirmed.

Unpaid balances on loans after or during collection and liquidation may also be pursued through legal action and attachment of wages or judgment liens on the borrower's other assets.

Excluding the non-performing loans cited previously, loans totaling $11,878,000 and $8,749,000 were classified as substandard or doubtful loans, representing potential problem loans at December 31, 2020 and 2019, respectively.

In Management’s opinion, the potential loss related to these problem loans was sufficiently covered by the Bank’s existing loan loss reserve (Allowance for Loan Losses) at December 31, 2020 and 2019.

The ratio of the Allowance for

Loan Losses to total loans at December 31, 2019 and 2018 was 1.58% and 1.65%, respectively.

The ratio of the Allowance for Loan Losses to total loans at December 31, 2020 and 2019 was 1.73% and 1.58%, respectively.

SUMMARY OF LOAN LOSS EXPERIENCE

The Company’s allowance for credit losses is maintained at a level considered adequate to provide for losses that can be estimated based upon specific and general conditions.

These include conditions unique to

individual borrowers, as well as overall credit loss experience, the amount of past due, non-performing loans and classified loans, recommendations of regulatory authorities, prevailing economic conditions and other factors.

A portion of the

allowance is specifically allocated to classified loans whose full collectability is uncertain.

These include conditions unique to individual borrowers, as well as overall credit loss experience, the amount of past due, non-performing loans and classified loans, recommendations of regulatory authorities, prevailing economic conditions and other factors.

A portion of the allowance is specifically allocated to classified loans whose full collectability is uncertain.

Such allocations are determined by Management based on loan-by-loan analyses.

In addition, loans with similar characteristics not usually criticized

using regulatory guidelines are analyzed based on the historical loss rates and delinquency trends, grouped by the number of days the payments on these loans are delinquent.

Last, allocations are made to non-criticized and classified commercial

loans and residential real estate loans based on historical loss rates, and other statistical data.

In addition, loans with similar characteristics not usually criticized using regulatory guidelines are analyzed based on the historical loss rates and delinquency trends, grouped by the number of days the payments on these loans are delinquent.

Last, allocations are made to non-criticized and classified commercial loans and residential real estate loans based on historical loss rates, and other statistical data.

The remainder of the allowance is considered to be unallocated.

The unallocated allowance is established to provide for probable losses that have

been incurred as of the reporting date but not reflected in the allocated allowance.

It addresses additional qualitative factors consistent with Management’s analysis of the level of risks inherent in the loan portfolio, which are related to the

risks of the Company’s general lending activity.

Included in the unallocated allowance is the risk of losses that are attributable to national or local economic or industry trends which have occurred but have yet been recognized in past loan

charge-off history (external factors).

The unallocated allowance is established to provide for probable losses that have been incurred as of the reporting date but not reflected in the allocated allowance.

It addresses additional qualitative factors consistent with Management’s analysis of the level of risks inherent in the loan portfolio, which are related to the risks of the Company’s general lending activity.

Included in the unallocated allowance is the risk of losses that are attributable to national or local economic or industry trends which have occurred but have yet been recognized in past loan charge-off history (external factors).

The external factors evaluated by the Company include:

economic and business conditions, external competitive issues, and other factors.

Also included in the unallocated allowance is the risk of losses

attributable to general attributes of the Company’s loan portfolio and credit administration (internal factors).

Also included in the unallocated allowance is the risk of losses attributable to general attributes of the Company’s loan portfolio and credit administration (internal factors).

The internal factors evaluated by the Company include:

loan review system, adequacy of lending Management and staff, loan policies and

procedures, problem loan trends, concentrations of credit, and other factors.

loan review system, adequacy of lending Management and staff, loan policies and procedures, problem loan trends, concentrations of credit, and other factors.

By their nature, these risks are not readily allocable to any specific loan category in a statistically meaningful manner and are difficult to quantify.

assigns a range of estimated risk to the qualitative risk factors described above based on Management’s judgment as to the level of risk and assigns a quantitative risk factor from the range of loss estimates to determine the appropriate level of the

unallocated portion of the allowance.

Management assigns a range of estimated risk to the qualitative risk factors described above based on Management’s judgment as to the level of risk and assigns a quantitative risk factor from the range of loss estimates to determine the appropriate level of the unallocated portion of the allowance.

Management considered the $15,416,000 allowance for credit losses to be adequate as a reserve against losses as of December 31, 2020.

12 unchanged sentences

Total Recoveries

Net (Charge-offs) Recoveries

Net Recoveries (Charge-offs)

Balance at End of Year

Ratio of Net (Charge-Offs) Recoveries

Ratio of Net Recoveries (Charge-Offs)

During the Year to Average Loans

4 unchanged sentences

The Allowance for Loan Losses has been established as a general component available to absorb probable inherent losses throughout the loan portfolio.

The following table is an allocation of the Allowance for Loan

Losses balance on the dates indicated (dollars in thousands):

The following table is an allocation of the Allowance for Loan Losses balance on the dates indicated (dollars in thousands):

December 31, 2020

1 unchanged sentence

December 31, 2018

Allocation of Allowance for Loan Losses Balance

Allowance as a % of Total Allowance

Loans as a % of Total Loans, net

Allocation of Allowance for Loan Losses Balance

Allowance as a % of Total Allowance

Loans as a % of Total Loans, net

Allocation of Allowance for Loan Losses Balance

Allowance as a % of Total Allowance

Loans as a % of Total Loans, net

Allocation of

Allowance for Loan Losses Balance

Allocation of

Allowance for

Allowance as a

Allocation of

Allowance for

Allowance as a %

Loans as a % of

Total Loans, net

Commercial Real Estate

3 unchanged sentences

December 31, 2016

Allocation of Allowance for Loan Losses Balance

Allowance as a % of Total Allowance

Loans as a % of Total Loans, net

Allocation of Allowance for Loan Losses Balance

Allowance as a % of Total Allowance

Loans as a % of Total Loans, net

Allocation of

Commercial Real Estate

2 unchanged sentences

The Bank believes that any breakdown or allocation of the allowance into loan categories lends an appearance of exactness, which does not exist, because the allowance is available for all loans.

The allowance

breakdown shown above is computed taking actual experience into consideration but should not be interpreted as an indication of the specific amount and allocation of actual charge-offs that may ultimately occur.

The allowance breakdown shown above is computed taking actual experience into consideration but should not be interpreted as an indication of the specific amount and allocation of actual charge-offs that may ultimately occur.

The following table sets forth the average amount and the average rate paid on each of the listed deposit categories (dollars in thousands) during the periods specified:

Average Amount

Deposit Type:

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Short-Term Borrowings

The Company had no secured borrowings and no Federal Funds purchased at December 31, 2019 and 2018.

Additional short-term borrowings available to the Company consist of a line of credit and advances from the Federal Home Loan Bank (“FHLB”) secured under terms of a blanket collateral agreement by a pledge of FHLB

stock and certain other qualifying collateral such as commercial and mortgage loans.

At December 31, 2019, the Company had collateral borrowing capacity from the FHLB of $349,068,000 and at such date, also had unsecured Federal Funds lines of credit

totaling $82,000,000 with correspondent banks.

Short-term borrowings totaling $5,000,000 as of December 31, 2020 consisted of an advance with the FHLB through its COVID-19 Relief and Recovery Advances Program.

The advance matures in 0.4 years and has a 0% interest rate.

The advance is secured under terms of a blanket collateral agreement by a pledge of FHLB stock and certain other qualifying collateral such as commercial and mortgage loans.

Average outstanding balances of short-term borrowings were $5,656,000 and $0 during 2020 and 2019, respectively.

As of December 31, 2020, the Company had a remaining collateral borrowing capacity with the FHLB of $292,046,000 and, at such date, also had unsecured formal lines of credit totaling $122,000,000 with correspondent banks.

The Company had no short-term borrowings as of December 31, 2019.

The Company had no Federal Funds purchased during the years ended December 31, 2020 and 2019.

Long-Term Borrowings

The Company had no long-term borrowings at December 31, 2020 and 2019.

Average outstanding balances of long-term borrowings were $0 during 2019 and 2018.

There were no average outstanding balances of long-term borrowings during 2020 and 2019.

Supplemental Compensation Plans

The Company and the Bank maintain an unfunded non-contributory defined benefit pension plan (“Salary Continuation Plan”) and related split dollar plan for a select group of highly compensated employees.

Eligibility to

participate in the Salary Continuation Plan is limited to a select group of management or highly compensated employees of the Bank that are designated by the Board.

Additionally, the Company and the Bank adopted a supplemental executive retirement

plan (“SERP”) in 2006.

Eligibility to participate in the Salary Continuation Plan is limited to a select group of management or highly compensated employees of the Bank that are designated by the Board.

Additionally, the Company and the Bank adopted a supplemental executive retirement plan (“SERP”) in 2006.

The SERP is intended to integrate the various forms of retirement payments offered to executives.

There are currently three participants in the SERP.

At December 31, 2019, the accrued benefit liability was $5,871,000, of

which $3,891,000 was recorded in interest payable and other liabilities and $1,980,000 was recorded in accumulated other comprehensive income (loss), net, in the Consolidated Balance Sheets.

At December 31, 2018, the accrued benefit liability was

$5,322,000, of which $3,640,000 was recorded in interest payable and other liabilities and $1,682,000 was recorded in accumulated other comprehensive income (loss), net, in the Consolidated Balance Sheets.

At December 31, 2020, the accrued benefit liability was $7,127,000, of which $4,173,000 was recorded in interest payable and other liabilities and $2,954,000 was recorded in accumulated other comprehensive income (loss), net, in the Consolidated Balance Sheets.

At December 31, 2019, the accrued benefit liability was $5,871,000, of which $3,891,000 was recorded in interest payable and other liabilities and $1,980,000 was recorded in accumulated other comprehensive income (loss), net, in the Consolidated Balance Sheets.

The Company and the Bank maintain an unfunded non-contributory defined benefit pension plan (“Directors’ Retirement Plan”) and related split dollar plan for the directors of the Bank.

At December 31, 2019, the accrued

benefit liability was $820,000, of which $798,000 was recorded in interest payable and other liabilities and $22,000 was recorded in accumulated other comprehensive income (loss), net, in the Consolidated Balance Sheets.

At December 31, 2018, the

accrued benefit liability was $787,000, of which $827,000 was recorded in interest payable and other liabilities and ($40,000) was recorded in accumulated other comprehensive income (loss), net, in the Consolidated Balance Sheets.

At December 31, 2020, the accrued benefit liability was $831,000, of which $757,000 was recorded in interest payable and other liabilities and $74,000 was recorded in accumulated other comprehensive income (loss), net, in the Consolidated Balance Sheets.

At December 31, 2019, the accrued benefit liability was $820,000, of which $798,000 was recorded in interest payable and other liabilities and $22,000 was recorded in accumulated other comprehensive income (loss), net, in the Consolidated Balance Sheets.

For additional information, see Note 17 to the Consolidated Financial Statements in this Form 10-K.

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019

Net income for the year ended December 31, 2019, was $14.7 million, representing an increase of $2.2 million, or 17.3%, compared to net income of $12.6 million for the year ended December 31, 2018.

The increase in net

income was principally attributable to a $3.4 million increase in interest income and $2.1 million decrease in provision for loan loss, which was partially offset by a $0.6 million increase in interest expense, $1.8 million increase in non-interest

expense and a $0.9 million increase in provision for income taxes.

Net income for the year ended December 31, 2020, was $12.2 million, representing a decrease of $2.6 million, or 17.4%, compared to net income of $14.7 million for the year ended December 31, 2019.

The decrease in net income was principally attributable to a $3.1 million increase in provision for loan loss and $1.5 million increase in non-interest expenses, which was partially offset by a $0.4 million decrease in interest expense, $0.6 million increase in non-interest income, and $1.2 million decrease in provision for income taxes.

Total assets increased by $362.8 million, or 28.1%, to $1.66 billion as of December 31, 2020, compared to $1.29 billion at December 31, 2019.

The increase in total assets was mainly due to a $28.3 million increase in

investment securities, $7.3 million increase in net loans (including loans held-for-sale), a $7.1 million increase in certificates of deposit and a $5.2 million increase in interest receivable and other assets, which was partially offset by a $4.5

million decrease in cash and cash equivalents and $1.1 million decrease in other real estate owned.

The increase in total assets was primarily due to a $155.7 million increase in cash and cash equivalents, $92.2 million increase in investment securities, and $112.0 million increase in net loans (including loans held-for-sale).

Total deposits increased $339.5 million, or 29.8%, to $1.48 billion as of December 31, 2020, compared to $1.14 billion at December 31, 2019.

1 unchanged sentence

Net Interest Income

Net interest income is the excess of interest and fees earned on the Bank’s loans, investment securities, federal funds sold and banker’s acceptances over the interest expense paid on deposits, mortgage notes and other

borrowed funds which are used to fund those assets.

Net interest income is primarily affected by the yields on the Bank’s interest-earning assets and interest-bearing liabilities outstanding during the period.

The $2,785,000 increase in the Bank's

net interest income in 2019 from 2018 was driven by both increased volumes and interest rates.

Average investment securities growth was the primary driver from a volume perspective, contributing $519,000 in additional interest income compared to

This was partially offset by a decrease of $321,000 in interest income due to a decrease in average due from bank balances.

Increasing interest rates drove increases in interest income from loans and investments by $1,795,000 and $775,000,

respectively, while the rates paid on interest bearing deposit accounts increased interest expense by $629,000.

See “Analysis of Changes in Interest Income and Interest Expense” set forth on page 34 of this Annual Report on Form 10-K for a

discussion of the effects of interest rates and loan/deposit volume on net interest income.

Net interest income is primarily affected by the yields and mix of the Bank’s interest-earning assets and interest-bearing liabilities outstanding during the period.

The $129,000 decrease in the Bank's interest and dividend income in 2020 from 2019 was driven by decreased interest rates, which was partially offset by increased volumes.

Decreasing interest rates drove decreases in interest income from loans, due from bank balances, and investment securities by $5,937,000, $2,736,000, and $858,000, respectively.

This was partially offset by increasing volume growth that drove increases in interest income from loans, due from bank balances, and investment securities by $7,409,000, $1,253,000, and $825,000, respectively.

Also included in interest income on loans in 2020 was approximately $5.9 million in PPP loan fees recognized.

The $375,000 decrease in the Bank's interest expense on deposits was primarily driven by a $551,000 decrease due to decreasing interest rates, which was partially offset by a $176,000 increase driven by volume growth.

See “Analysis of Changes in Interest Income and Interest Expense” set forth on page 39 of this Annual Report on Form 10-K for a discussion of the effects of interest rates and loan/deposit volume on net interest income.

The Federal Reserve influences the general market rates of interest, including the deposit and loan rates offered by many financial institutions.

Our loan portfolio is significantly affected by changes in the prime

interest rate.

Our loan portfolio is significantly affected by changes in the prime interest rate.

The prime interest rate, which is the rate offered on loans to borrowers with strong credit, was 4.75% at December 31, 2019.

During 2018, the prime rate increased 100 basis points (25 basis points in each of March, June, September,

and December) to end the year at 5.50%.

During 2019, the prime rate decreased 75 basis points (25 basis points in each of August, September, and October) to end the year at 4.75%.

The effective federal funds rate, which is the cost of immediately

available overnight funds, was 1.50% at December 31, 2017.

During 2018, the effective federal funds rate increased 100 basis points (25 basis points in each of March, June, September and December) to end the period at 2.50%.

During 2019, the

effective federal funds rate decreased 75 basis points (25 basis points in each of July, September and October) to end the period at 1.75%.

In March 2020, the prime rate decreased 150 basis points to 3.25%, where it remained through December 31, 2020.

The effective federal funds rate, which is the cost of immediately available overnight funds, was at a target range of 1.50 % to 1.75% at December 31, 2019.

In March 2020, the target range for the federal funds rate decreased 150 basis points to 0% to 0.25% where it remained through December 31, 2020.

The decrease in the target range for the federal funds rate in March 2020 was largely an emergency measure by the Federal Reserve aimed at blunting the economic impact of COVID-19.

We are primarily funded by core deposits, with non-interest-bearing demand deposits historically being a significant source of funds.

This lower-cost funding base is expected to have a positive impact on our net

interest income and net interest margin in a rising interest rate environment.

Federal prohibitions on the payment of interest on demand deposits were repealed in 2011.

Nonetheless, we have not experienced any significant additional costs as a

However, as market interest rates have increased, we have increased the interest rates we pay on most of our interest-bearing deposit products.

This lower-cost funding base is expected to have a positive impact on our net interest income and net interest margin in a rising interest rate environment.

The nature and impact of future changes in interest rates and monetary policy on the business and earnings of the Company cannot be predicted.

For additional information, see “The Effects of Changes or Increases in,

or Supervisory Enforcement of, Banking or Other Laws and Regulations or Governmental Fiscal or Monetary Policies Could Adversely Affect Us” in “Risk Factors (Item 1A) of this Report on Form 10-K.

For additional information, see “The Effects of Changes or Increases in, or Supervisory Enforcement of, Banking or Other Laws and Regulations or Governmental Fiscal or Monetary Policies Could Adversely Affect Us” in “Risk Factors (Item 1A) of this Report on Form 10-K.

Interest income on loans for 2020 was up 3.8% from 2019, increasing from $39,097,000 to $40,569,000.

The increase in interest income on loans was the result of a 24 basis point increase in loan yields and 0.3%

increase in average loan volume.

Interest income on investment securities for 2019 was up 22.9% from 2018, increasing from $5,643,000 to $6,937,000.

The increase in interest income on investment securities was the result of an 8.9% increase in

average investment securities volume and a 25 basis point increase in investment securities yields.

The Bank’s strategy in 2019 was to use its excess cash to purchase investment securities and increase the investment portfolio.

securities yields were 2.17% and 1.92% for 2019 and 2018, respectively.

The increase in interest income on loans was primarily due to the recognition of processing fees from the SBA related to the origination of the PPP loans.

The Company received a total of approximately $7.8 million in processing fees from the SBA during 2020.

These fees are required to be recognized as an adjustment to the effective yield over the life of the loan.

In 2020 the Bank recognized $5.9 million of these processing fees which are included as a component of interest income on loans.

The remaining balance of approximately $1.9 million will be recognized over the remaining life of the PPP loans.

The increase in interest income on loans was offset by a 74 basis point decrease in loan yields compared to 2019.

The decrease in loan yields compared to the prior period is due to several factors:

adjustable rate loans re-pricing at lower rates as a result of recent declines in interest rates and related indices, which is mitigated to some extent by the inclusion of interest rate floors on the majority of our variable rate loans;

the accommodation of certain fixed rate loan customers to re-price their existing loans at lower rates to retain existing relationships in a competitive rate environment;

an increase in non-accrual loan balances;

our policy election to cease interest recognition for loans provided temporary full payment deferrals during the term of the forbearance period (generally ranging from three to six months) under Section 4013 of the CARES Act (see Note 1 of the Notes to Condensed Consolidated Financial Statements) and the origination of $235 million of PPP loans at an interest rate of 1%.

A majority of loans completed its forbearance period during the fourth quarter of 2020.

Two loans totaling $7.0 million were on an interest only forbearance plan and one loan totaling $0.8 million was on a principal and interest forbearance plan at December 31, 2020.

Interest income on interest-bearing due from banks for 2020 was down 72.9% from 2019, decreasing from $2,148,000 to $582,000.

The decrease in interest income on interest-bearing due from banks was the result of a

13.8% decrease in average balances of interest-bearing due from banks, which was partially offset by a 29 basis point increase in yield on interest-bearing due from banks.

The decrease in interest income on interest-bearing due from banks was the result of a 187 basis point decrease in yield on interest-bearing due from banks, which was partially offset by a 90.7% increase in average balances of interest-bearing due from banks.

The decrease in yield was primarily due to the decrease in the effective federal funds rate as discussed above.

Interest income on certificates of deposit for 2020 was up 23.4% from 2019, increasing from $355,000 to $438,000.

The increase in interest income on certificates of deposit was the result of a 201.4% increase in

average balances of certificates of deposit and a 33 basis point increase in yield on certificates of deposit.

Interest expense on deposits for 2019 was up 46.6% from 2018, increasing from $1,268,000 to $1,859,000.

The increase in interest expense on deposits was the result of an 8 basis point increase in interest rates paid

on interest-bearing deposits, which was partially offset by a 1.0% decrease in average balances of interest-bearing deposits.

The increase in interest income on certificates of deposit was the result of a 53.2% increase in average balances of certificates of deposit, which was partially offset by a 55 basis point decrease in yield on certificates of deposit.

Interest income on investment securities for 2020 was down 0.48% from 2019, decreasing from $6,937,000 to $6,904,000.

The decrease in interest income on investment securities was the result of a 24 basis point decrease in investment securities yields, which was partially offset by a 12.1% increase in average investment securities volume.

The Bank deployed excess liquidity into the investment portfolio over the course of 2020, although reinvestment rates were generally lower than existing yields in the portfolio, which decreased overall portfolio yields.

Investment securities yields were 1.93% and 2.17% for 2020 and 2019, respectively.

Interest expense on deposits for 2020 was down 20.2% from 2019, decreasing from $1,859,000 to $1,484,000.

The decrease in interest expense on deposits was the result of a 7 basis point decrease in interest rates paid on interest-bearing deposits, which was partially offset by a 13.8% increase in average balances of interest-bearing deposits.

The mix of deposits for the previous three years was as follows (dollars in thousands):

Average Balance

Non-interest-Bearing Demand

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Savings and MMDAs

Loan yields increased in 2019 and 2018 and deposit expense increased in 2019 and 2018.

The Bank’s net interest margin (net interest income divided by average earning assets) was 3.23% in 2020 and 4.00% in 2019.

net spread between the rate for total earning assets and the rate for interest-bearing deposits and borrowed funds increased 14 basis points from 2018 to 2019.

The increase in the net spread was primarily due to an overall increase in interest rates

on earning assets, which was partially offset by an increase in interest rates on interest-bearing deposits.

The net spread between the rate for total earning assets and the rate for interest-bearing deposits and borrowed funds decreased 76 basis points from 2019 to 2020.

The decrease in the net spread was primarily due to an overall decrease in interest rates on earning assets, coupled with an increase in average due from banks as a percentage of total average earning assets, which was partially offset by a decrease in interest rates on interest-bearing deposits.

Provision for Loan Losses

The provision for loan losses is established by charges to earnings based on management’s overall evaluation of the collectability of the loan portfolio.

Based on this evaluation, the provision for loan losses

decreased to $0 in 2019 from $2,100,000 in 2018, primarily due to limited loan growth coupled with improvements in credit quality and decreased non-performing assets and associated specific reserves in 2019.

The amount of loans charged-off increased

in 2019 to $779,000 from $685,000 in 2018, and recoveries increased to $313,000 in 2019 from $274,000 in 2018.

The increase in charge-offs was due to an increase in charge-offs on commercial, agriculture and consumer loans, which was partially

offset by a decrease in charge-offs on commercial real estate loans.

Based on this evaluation, the provision for loan losses increased to $3,100,000 in 2020 from no provision in 2019, primarily due to increases in qualitative factors adversely affecting our loan portfolio resulting from the downturn in economic conditions associated with the COVID-19 pandemic.

Also driving the increase was a specific reserve on one loan totaling $2.1 million at December 31, 2020.

The amount of loans charged-off decreased in 2020 to $227,000 from $779,000 in 2019, and recoveries decreased to $237,000 in 2020 from $313,000 in 2019.

The ratio of the Allowance for Loan Losses to total loans at December 31, 2020 was 1.73% compared to 1.58% at December 31, 2019.

The ratio of the Allowance for Loan Losses to

total non-accrual loans and loans past due 90 days or more, net of guarantees was 1,311.7% at December 31, 2019, compared to 250.4% at December 31, 2018.

The ratio of the Allowance for Loan Losses to total non-accrual loans and loans past due 90 days or more, net of guarantees was 102.0% at December 31, 2020, compared to 1311.70% at December 31, 2019.

The decrease was primarily due to the increase in nonaccrual loans, net of guarantees totaling $14.2 million.

Non-Interest Income and Expenses

Non-interest income consisted primarily of service charges on deposit accounts, net realized gains on loans held-for-sale, and other income.

Non-interest income consisted primarily of service charges on deposit accounts, net gain on sale of available-for-sale securities, net realized gains on loans held-for-sale, debit card income and other income.

Service charges on deposit accounts decreased $608,000 in 2020 over 2019.

The auto-waiver period expired on August 1, 2020.

This assistance resulted in increased fee waiver activity, reducing reported service charge income.

Net gains on sale of available-for-sale securities increased $299,000 in 2020 over 2019 primarily due to the sale of municipal securities in 2020.

Net realized gains on loans held-for-sale increased $1,633,000 in 2020 over 2019.

The increase in 2019 was primarily due to an increase in the volume of loan sales.

The increase in gains on sales of loans held-for-sale was primarily due to an increase in loan origination volumes as a result of the decline in interest rates and uptick in refinancing activity during 2020.

Other income decreased $726,000 in 2020 over 2019.

The decrease was primarily due to

a decrease in miscellaneous income, which was partially offset by an increase in mortgage brokerage income.

Non-interest expenses consisted primarily of salaries and employee benefits, occupancy and equipment expense, data processing expense, stationery and supplies expense, advertising and other expenses.

expenses increased to $33,940,000 in 2019 from $32,163,000 in 2018, representing an increase of $1,777,000, or 5.5%.

The decrease was primarily due to a gain on sale of land recognized in 2019 that was not repeated during 2020, decrease in mortgage brokerage income due to decreased mortgage brokerage volume, and decrease in loan servicing income due to impairment expense recognized on mortgage servicing rights asset.

Non-interest expenses consisted primarily of salaries and employee benefits, occupancy and equipment expense, data processing expense and other expenses.

Non-interest expenses increased to $35,477,000 in 2020 from $33,940,000 in 2019, representing an increase of $1,537,000, or 4.5%.

Following is an analysis of the increase or decrease in the components of non-interest expenses (dollars in thousands) during the periods specified:

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Other Expense

The increase in salaries and employee benefits in 2019 was primarily due to a 7% increase in regular salaries, a 29% increase in commissions and a 16% increase in group insurance.

The increase in regular salaries

expense and group insurance was primarily due to current year salary increases and an increase in the number of full-time equivalent employees, which was partially due to staffing hired for a new branch which opened in the fourth quarter of 2019.

The increase in commissions was primarily due to an increase in mortgage originations.

The increase in occupancy and equipment expense was primarily due to rent expense and other expenses associated with the opening of an administrative office space

in the third quarter of 2019 and a new branch in the fourth quarter of 2019.

The increase in data processing expense was primarily due to costs associated with enhanced IT infrastructure as a result of a decision to outsource core processing and

network infrastructure to third parties.

The increase in other real estate owned expense was primarily due to a writedown on an existing commercial real estate property that was sold prior to year-end 2019.

The decrease in other expenses was

primarily due to a reversal of FDIC assessments expense due to the receipt of credits applied in the third and fourth quarters of 2019 and a decrease in amortization of low-income housing tax credit investments in 2019.

The increase in salaries and employee benefits in 2020 was primarily due to a 7% increase in regular salaries, a 17% increase in commissions and an 11% increase in group insurance, which was partially offset by a 20% decrease in profit sharing expense.

The increase in regular salaries expense and group insurance was primarily due to increased staffing levels and salary increases.

The increase in commissions was primarily due to an increase in mortgage originations due to the decline in interest rates and uptick in refinancing activity in 2020.

The decrease in profit sharing expense was primarily due to the decrease in income before tax compared to 2019.

The increase in occupancy and equipment expense was primarily due to a full year of rent expense and other expenses associated with the opening of an administrative office space in the third quarter of 2019, and a new branch in the fourth quarter of 2019.

The decrease in data processing expense was primarily due to costs incurred in 2019 that was not repeated in 2020 associated with outsourcing core processing and network infrastructure to third parties .

The decrease in other real estate owned expense was primarily due to a writedown on an other real estate owned property in 2019 that was not repeated in 2020.

The increase in other expenses was primarily due to a increases in FDIC assessments and loan collection expenses.

The provision for income taxes is primarily affected by the tax rate, the level of earnings before taxes and the level of tax-exempt income.

In 2019, tax expense increased to $5,670,000 from $4,744,000 in 2018, due to

an increase in income before taxes.

In 2020, tax expense decreased to $4,501,000 from $5,670,000 in 2019, due to a decrease in income before taxes.

Non-taxable municipal bond income was $498,000 and $300,000 for the years ended December 31, 2020 and 2019, respectively.

Liquidity is defined as the ability to generate cash at a reasonable cost to fulfill lending commitments and support asset growth, while satisfying the withdrawal demands of deposit customers and any debt repayment

requirements.

The Bank’s principal sources of liquidity are core deposits and loan and investment payments and prepayments.

The Bank’s principal sources of liquidity are core deposits and loan and investment payments and proceeds of sale and prepayments.

Providing a secondary source of liquidity is the available-for-sale investment portfolio.

The Company held $342,897,000 in

total investment securities at December 31, 2019.

The Company held $435,080,000 in total investment securities at December 31, 2020.

Under certain deposit, borrowing, and other arrangements, the Company must hold and pledge investment securities as collateral.

At December 31, 2019, such collateral requirements totaled

approximately $37,943,000.

At December 31, 2020, such collateral requirements totaled approximately $41,916,000.

As a smaller source of liquidity, the Bank can utilize existing credit arrangements.

The Company’s primary source of liquidity on a stand-alone basis is dividends from the Bank.

As discussed in Part I (Item 1) of this Annual Report on Form 10-K, dividends from the Bank are subject to regulatory and

corporate law restrictions.

As discussed in Part I (Item 1) of this Annual Report on Form 10-K, dividends from the Bank are subject to regulatory and corporate law restrictions.

Liquidity risk can result from the mismatching of asset and liability cash flows, or from disruptions in the financial markets.

The Bank experiences seasonal swings in deposits, which impact liquidity.

Management has

sought to address these seasonal swings by scheduling investment maturities and developing seasonal credit arrangements with the Federal Home Loan Bank, Federal Reserve Bank and Federal Funds lines of credit with correspondent banks.

the ability of the Bank’s real estate department to originate and sell loans into the secondary market has provided another tool for the management of liquidity.

As of December 31, 2019, the Company has not created any special purpose entities to

securitize assets or to obtain off-balance sheet funding.

Management has sought to address these seasonal swings by scheduling investment maturities and developing seasonal credit arrangements with the Federal Home Loan Bank, Federal Reserve Bank and Federal Funds lines of credit with correspondent banks.

In addition, the ability of the Bank’s real estate department to originate and sell loans into the secondary market has provided another tool for the management of liquidity.

As of December 31, 2020, the Company has not created any special purpose entities to securitize assets or to obtain off-balance sheet funding.

The liquidity position of the Bank is managed daily, thus enabling the Bank to adapt its position according to market fluctuations.

Liquidity is measured by various ratios, the most common of which is the ratio of net

loans (including loans held-for-sale) to deposits.

Liquidity is measured by various ratios, the most common of which is the ratio of net loans (including loans held-for-sale) to deposits.

This ratio was 59.9% on December 31, 2020, and 67.9% on December 31, 2019.

At December 31, 2020 and 2019, the Bank’s ratio of core deposits to total assets was 88.4% and 86.9%, respectively.

deposits include demand deposits, interest-bearing transaction deposits, savings and money market deposit accounts, and time deposits $250,000 or less.

Core deposits are important in maintaining a strong liquidity position as they represent a stable

and relatively low-cost source of funds.

Core deposits include demand deposits, interest-bearing transaction deposits, savings and money market deposit accounts, and time deposits $250,000 or less.

Core deposits are important in maintaining a strong liquidity position as they represent a stable and relatively low-cost source of funds.

Management believes that the Bank’s liquidity position was adequate in 2020.

This is best illustrated by the change in the Bank’s net non-core ratio, which explains the degree of reliance on non-core

liabilities to fund long-term assets.

At December 31, 2019, the Bank’s net core funding dependence ratio, the difference between non-core funds, time deposits $250,000 or more and brokered time deposits under $250,000, and short-term investments to

long-term assets, was (7.96%) as of December 31, 2019 and (12.14%) as of December 31, 2018.

This ratio indicated at December 31, 2019, the Bank did not significantly rely upon non-core deposits and borrowings to fund the Bank’s long-term assets,

namely loans and investments.

This is best illustrated by the change in the Bank’s net non-core ratio, which explains the degree of reliance on non-core liabilities to fund long-term assets.

At December 31, 2020, the Bank’s net core funding dependence ratio, the difference between non-core funds, time deposits $250,000 or more and brokered time deposits under $250,000, and short-term investments to long-term assets, was (18.64)% as of December 31, 2020, and (7.96%) as of December 31, 2019.

This ratio indicated at December 31, 2020, the Bank did not significantly rely upon non-core deposits and borrowings to fund the Bank’s long-term assets, namely loans and investments.

The Bank believes that by maintaining adequate volumes of short-term investments and implementing competitive pricing strategies on deposits, it can ensure adequate liquidity to support future growth.

The Bank also

believes that its liquidity position remains strong to meet both present and future financial obligations and commitments, events or uncertainties that have resulted or are reasonably likely to result in material changes with respect to the Bank’s

The Bank also believes that its liquidity position remains strong to meet both present and future financial obligations and commitments, events or uncertainties that have resulted or are reasonably likely to result in material changes with respect to the Bank’s liquidity.

The following table details the amounts and expected maturities of commitments as of December 31, 2020 (amounts in thousands):

Maturities by period

Less than 1 year

More than 5 years

Commitments to extend credit

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Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.

Commitments generally have fixed expiration dates or other termination

clauses and may require payment of a fee.

Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.

Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

1 unchanged sentence

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.

These financial instruments include commitments to extend

credit in the form of loans or through standby letters of credit.

These financial instruments include commitments to extend credit in the form of loans or through standby letters of credit.

These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet.

The contract amounts of those

instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

These loans have been sold to third parties without recourse, subject to customary default, representations and warranties, recourse for

breaches of the terms of the sales contracts and payment default recourse.

The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

These loans have been sold to third parties without recourse, subject to customary default, representations and warranties, recourse for breaches of the terms of the sales contracts and payment default recourse.

Financial instruments, whose contract amounts represent credit risk at December 31 of the indicated years, were as follows (amounts in thousands):

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The Bank expects its liquidity position to remain strong in 2021, as the Bank expects to continue to grow into existing markets.

The stock market remained volatile this past year, but with the overall trend being

While the Bank did not experience an outflow of deposits in 2019, the potential of outflows still exists if the stock market values continue to improve.

Regardless of the outcome, the Bank believes that it has the means to provide

adequate liquidity for funding normal operations in 2020.

Our liquidity position is continuously monitored and adjustments are made to balance between sources and uses of funds as deemed appropriate.

The Bank believes that it has the means to provide adequate liquidity for funding normal operations in 2021.

The Company believes a strong capital position is essential to the Company’s continued growth and profitability.

A solid capital base provides depositors and shareholders with a margin of safety, while allowing the

Company to take advantage of profitable opportunities, support future growth and provide protection against any unforeseen losses.

A solid capital base provides depositors and shareholders with a margin of safety, while allowing the Company to take advantage of profitable opportunities, support future growth and provide protection against any unforeseen losses.

At December 31, 2020, stockholders’ equity totaled $150.7 million, an increase of $17.7 million from $132.9 million at December 31, 2019.

The increase was primarily due to net income of $12.2 million.

Also affecting

capital in 2019 was paid in capital in the amount of $0.6 million resulting from employee stock purchases and stock plan accruals.

See the section entitled “Business – Capital Standards” for additional information.

Also affecting capital in 2020 was paid-in capital in the amount of $0.7 million resulting from employee stock purchases and stock plan accruals.

See “Business – Capital Standards” in Part I, Item 1 of this report on Form 10-K, for additional information.

The capital of the Company and the Bank historically have been maintained at a level that is in excess of regulatory guidelines for a “well capitalized” institution.

The policy of annual stock dividends has, over

time, allowed the Company to match capital and asset growth through retained earnings and a managed program of geographic growth.

The policy of annual stock dividends has, over time, allowed the Company to match capital and asset growth through retained earnings and a managed program of geographic growth.

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-K

Item 7. Management’s Discussion and Analysis