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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2020

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to   

 

Commission file number: 0-31525

 

AMERICAN RIVER BANKSHARES

 

(Exact name of registrant as specified in its charter)

 

     
California   68-0352144
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

3100 Zinfandel Drive, Rancho Cordova, California 95670

 

(Address of principal executive offices)  (Zip code)

 

(916) 851-0123

 

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, no par value AMRB Nasdaq Global Select Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o
Non-accelerated Filer x Smaller reporting company x
 

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $57,305,000.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 

As of March 17, 2021, the registrant’s no par value Common Stock totaled 5,962,466 shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference into this Form 10-K: Part III, Items 10 through 14 from Registrant’s definitive proxy statement for the 2021 annual meeting of shareholders.

 
 

AMERICAN RIVER BANKSHARES

INDEX TO
ANNUAL REPORT ON FORM 10-K

FOR YEAR ENDED DECEMBER 31, 2020

 

Part I.   Page
     
Item 1. Business 3
Item 1A. Risk Factors 21
Item 1B. Unresolved Staff Comments 33
Item 2. Properties 33
Item 3. Legal Proceedings 34
Item 4. Mine Safety Disclosures 34
     
Part II.    
     
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 34
Item 6. Selected Financial Data 36
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 61
Item 8. Financial Statements and Supplementary Data 62
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 117
Item 9A. Controls and Procedures 117
Item 9B. Other Information 118
     
Part III.    
     
Item 10. Directors, Executive Officers and Corporate Governance 118
Item 11. Executive Compensation 118
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 118
Item 13. Certain Relationships and Related Transactions, and Director Independence 118
Item 14. Principal Accounting Fees and Services 118
     
Part IV.    
     
Item 15. Exhibits and Financial Statement Schedules 119
Item 16. Form 10-K Summary 122
     
Signatures   123
     
Exhibits    
     
23.1 Consent of Independent Registered Public Accounting Firm 124
31.1 Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 125
31.2 Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 126
32.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 127
2
 

PART I

 

Item 1.Business.

 

Cautionary Statements Regarding Forward-Looking Statements

Certain matters discussed or incorporated by reference in this Annual Report on Form 10-K including, but not limited to, matters described in “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may contain words related to future projections including, but not limited to, words such as “believe,” “expect,” “anticipate,” “intend,” “may,” “will,” “should,” “could,” “would,” and variations of those words and similar words that are subject to risks, uncertainties and other factors that could cause actual results to differ significantly from those projected. Factors that could cause or contribute to such differences include, but are not limited to, the following:

·The adverse effects of the COVID-19 pandemic on the economy, our business, borrowers, customers and employees and the impact of local, state and federal governments in response to the pandemic, including various government stimulus packages;
·current and future legislation and regulation promulgated by the United States Congress and actions taken by governmental agencies that may impact the U.S. financial system;
·the risks presented by economic volatility and recession, which could adversely affect credit quality, collateral values, including real estate collateral, investment values, liquidity and loan originations and loan portfolio delinquency rates;
·variances in the actual versus projected growth in assets and return on assets;
·potential loan losses;
·potential expenses associated with resolving nonperforming assets;
·changes in the interest rate environment including interest rates charged on loans, earned on securities investments and paid on deposits and other borrowed funds;
·competitive effects;
·the effects of strategic transactions we are a party to;
·inadequate internal controls over financial reporting or disclosure controls and procedures;
·changes in accounting policies and practices and the effects of adopting ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“CECL”);
·potential declines in fee and other noninterest income earned associated with economic factors;
·general economic conditions nationally, regionally, and within our operating markets could be less favorable than expected or could have a more direct and pronounced effect on us than expected and adversely affect our ability to continue internal growth at historical rates and maintain the quality of our earning assets;
·changes in the regulatory environment including increased capital and regulatory compliance requirements and government intervention in the U.S. financial system;
·changes in business conditions and inflation;
·changes in securities markets, public debt markets, and other capital markets;
·potential data processing, cybersecurity and other operational systems failures, breach or fraud;
·potential decline in real estate values in our operating markets;
·the effects of uncontrollable events such as terrorism, the threat of terrorism or the impact of military conflicts in connection with the conduct of the war on terrorism by the United States and its allies, natural disasters (including earthquakes and wildfires), pandemic disease and viruses, and disruption of power supplies and communications;
·changes in accounting standards, tax laws or regulations and interpretations of such standards, laws or regulations;
·projected business increases following any future strategic expansion could be lower than expected;
·the goodwill we have recorded in connection with acquisitions could become impaired, which may have an adverse impact on our earnings;
·our ability to comply with any regulatory orders or requirements we may become subject to;
·the effects and costs of litigation, regulatory, and other legal developments;
3
 
·the reputation of the financial services industry could experience deterioration, which could adversely affect our ability to access markets for funding and to acquire and retain customers; and
·the efficiencies we may expect to receive from any investments in personnel and infrastructure may not be realized.

The factors set forth under “Item 1A-Risk Factors” in this report and other cautionary statements and information set forth in this report should be carefully considered and understood as being applicable to all related forward-looking statements contained in this report, when evaluating the business prospects of the Company and its subsidiaries.

Forward-looking statements are not guarantees of performance. By their nature, they involve risks, uncertainties and assumptions. The future results and shareholder values may differ significantly from those expressed in these forward-looking statements. You are cautioned not to put undue reliance on any forward-looking statement. Any such statement speaks only as of the date of this report, and in the case of any documents that may be incorporated by reference, as of the date of those documents. We do not undertake any obligation to update or release any revisions to any forward-looking statements, to report any new information, future event or other circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by law. However, your attention is directed to any further disclosures made on related subjects in our subsequent reports filed with the Securities and Exchange Commission (the “SEC”) on Forms 10-K, 10-Q and 8-K.

Introduction

American River Bankshares (the “Company”) is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Company was incorporated under the laws of the State of California in 1995. As a bank holding company, the Company is authorized to engage in the activities permitted under the Bank Holding Company Act of 1956, as amended, and regulations thereunder. Its principal office is located at 3100 Zinfandel Drive, Suite 450, Rancho Cordova, California 95670 and its telephone number is (916) 851-0123.

The Company owns 100% of the issued and outstanding common shares of its banking subsidiary, American River Bank, and American River Financial, a California corporation which has been inactive since its incorporation in 2003.

American River Bank was incorporated and commenced business in Fair Oaks, California, in 1983 and thereafter moved its headquarters to Sacramento, California in 1985. American River Bank operates four full service offices in Sacramento County including the main office located at 1545 River Park Drive, Suite 107, Sacramento and branch offices in Sacramento and Gold River; one full service office in Placer County, located in Roseville; two full service offices in Sonoma County in Healdsburg and Santa Rosa; and three full service offices in Amador County in Jackson, Pioneer, and Ione.

American River Bank’s deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to applicable legal limits.

American River Bank’s primary business is serving the commercial banking needs of small to mid-sized businesses within those counties listed above. American River Bank accepts checking and savings deposits, offers money market deposit accounts and certificates of deposit, makes secured and unsecured commercial, secured real estate, and other installment and term loans and offers other customary banking services. American River Bank also conducts lease financing for most types of business equipment, from computer software to heavy earth-moving equipment. American River Bank owns 100% of two inactive companies, ARBCO and American River Mortgage. ARBCO was formed in 1984 to conduct real estate development and has been inactive since 1995. American River Mortgage has been inactive since its formation in 1994.

During 2020, the Company conducted no significant activities other than holding the shares of its subsidiaries. However, it is authorized, with the prior approval of the Board of Governors of the Federal Reserve System (the “Board of Governors”), the Company’s principal regulator, to engage in a variety of activities which are deemed closely related to the business of banking.

The common stock of the Company is registered under the Securities Exchange Act of 1934, as amended, and is listed and traded on the Nasdaq Global Select Market under the symbol “AMRB.”

4
 

At December 31, 2020, the Company had consolidated assets of $869 million, net loans of $472 million, deposits of $744 million and shareholders’ equity of $93 million.

Impact of COVID-19

2020 began with optimism based off the progress made in 2019, but that was stalled when the novel coronavirus pandemic (“COVID-19”) arrived and created a global health crisis that has set off an economic crisis causing significant disruption in the local, national and global economies and financial markets. Continuation and further spread of COVID-19 could cause additional quarantines, shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The disruptions in the economy has impaired and may continue to impair the ability of some of our borrowers to make their loan payments, which could result in significant increases in delinquencies, defaults, foreclosures, declining collateral values, and credit losses on our loans. Similarly, because of changing economic and market conditions, we may be required to recognize credit losses on the investment securities we hold as well.  COVID-19 may also continue to materially disrupt banking and other financial activity generally and may result in a decline in demand for our products and services, including loans and deposits which could negatively impact our liquidity position and our growth strategy. Any one or more of these developments could have a material adverse effect on our business, operations, consolidated financial condition, and consolidated results of operations.

In response to the anticipated economic effects of COVID-19, the Board of Governors of the Federal Reserve System (the “FRB”) has taken a number of actions that have significantly affected the financial markets in the United States, including actions intended to result in substantial decreases in market interest rates, including reducing the target federal funds range by 150 basis points during the first quarter of 2020 to 0% and announcing further quantitative easing in response to the expected economic downturn caused by COVID-19. We expect that these reductions in interest rates, among other actions of the FRB and the Federal government generally, especially if prolonged, will adversely affect our net interest income, margins and profitability.

In addition to preparing the Company to handle the impact of the economic crisis, protecting the health and wellbeing of our employees and the financial viability of our clients, is now our highest priority. The Company quickly put its pandemic plan into action to adjust to the impact of the health issues from the COVID-19 pandemic on our employees and our clients. We have been working with our clients by assisting them with loan payment deferrals and maintaining service at all of our branch locations, subject to reduced operating hours. We are encouraging the use of our digital and electronic channels and our night depositories, all the while adhering to the ever-evolving State and Federal guidelines. We have been participating in the Small Business Administration’s (“SBA’s”) Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief and Economic Security (“CARES”) Act to help provide loans to our business clients to provide them with additional working capital to enable them to retain their employees.

We believe the COVID-19 pandemic has already impacted our local economy when Federal, State and local shelter-in-place recommendations were enacted in our markets in March 2020 causing many businesses to close and workers to be furloughed or become unemployed. Essential purpose entities such as medical professionals, food and agricultural businesses, and transportation and logistical businesses were exempted from the closures; however, unemployment rates increased in our local market area. Prior to the pandemic unemployment rates were at all-time lows. At the end of February 2020, the unemployment rate in Sacramento County was 3.7%, in Sonoma County it was 2.8%, and in Amador County it was 4.4%. By the end of May 2020, these numbers increased to 14.1% in Sacramento County, 12.7%, in Sonoma County, and 15.1% in Amador County. With some businesses allowed to reopen these rates have decreased to 8.5% in Sacramento County, 6.5%, in Sonoma County, and 8.4% in Amador County as of December 31, 2020. While shelter-in-place restrictions were eased in our markets during the second quarter of 2020, and just as many businesses were opening, new restrictions were put in place, essentially eliminating the progress that had been made until later in the third quarter when selected areas had the restrictions eased again. New restrictions went in place throughout the State later in 2020, which were then eased in January 2021.

5
 

The Company has taken measures to protect the health and safety of its employees by implementing remote work arrangements to the full extent possible, and by adjusting banking offices hours and operational measures to promote social distancing. The Company will continue to analyze economic conditions in our geographic markets and perform stress testing of our investment and loan portfolios. The Company does not currently have a stock repurchase program in place. Our Board of Directors will evaluate whether or not to implement a program following such time that the economic impact of the COVID-19 has been assessed and minimized. On January 21, 2021, the Company announced a $0.07 per share cash dividend payable on February 17, 2021 to shareholders of record on February 3, 2021. Future cash dividend decisions will consider, among other business considerations, the impact of COVID-19 on the Company’s capital and liquidity levels. Based on the Company’s current capital levels, historical conservative underwriting policies, low loan-to-deposit ratio, concentration and geographical diversification of the loan portfolio, the Company currently expects to be able to manage the economic risks and uncertainties associated with the COVID-19 pandemic with sufficient liquidity and capital levels.

While the Company is not exposed to large oil and gas, airline, or the entertainment industries we have been evaluating the exposure to potentially increased loan losses related to the COVID-19 pandemic and have identified the following industry segments most impacted by the pandemic as of December 31, 2020:

Industry  Loan Balance   Percentage of total
non PPP loans
outstanding (1)		 
Hospitality  $1,848,000    0.4%
Churches  $22,214,000    5.3%
Restaurants  $5,761,000    1.4%
Eldercare  $6,509,000    1.5%
School/childcare  $5,234,000    1.2%
Recreation (golf/sportsclubs)  $1,796,000    0.4%
Oil/Gas  $8,604,000 (2)   2.0%
           
(1)The PPP loans are 100% guaranteed by the SBA. By removing them from the total loans outstanding in this calculation, we believe the table represents a more reflective picture of the risk in the loan portfolio. The percentage of loans outstanding is, therefore, calculated excluding the PPP loans from the total loans.
(2)Of this total, $1,903,000 is to three gas stations with convenience stores; $3,296,000 is to a gas station, convenience store and car wash; $642,000 is to an auto restoration company; $1,484,000 is to a gas station, $965,000 is to a car wash, and $314,000 is to a drive though oil change and car wash facility.

The Company is closely monitoring the effects of the pandemic on our loan and deposit clients. We are focusing on assessing the risks in our loan portfolio and working with our borrowers to minimize potential loan losses. We have implemented loan programs to allow borrowers to defer loan principal and interest payments. See “Working with Borrowers” for more information on loan deferrals. During 2020, the Company funded 477 PPP loans totaling $80,154,000, of which 352 PPP loans totaling $55,546,000 remained at December 31, 2020.

General

The Company is a regional bank holding company headquartered in Sacramento County, California. The principal communities served are located in Sacramento, Placer, Yolo, El Dorado, Sonoma, and Amador counties. The Company generates most of its revenue by providing a wide range of products and services to small and middle-market businesses and individuals. The Company’s principal source of revenue comes from interest income. Interest income is derived from interest and fees on loans, interest on investments (principally government securities), and Federal funds sold (funds loaned on a short-term basis to other banks). For the year ended December 31, 2020, these sources comprised 76.2%, 23.8%, and 0.0%, respectively, of the Company’s interest income.

American River Bank’s deposits are not received from a single depositor or group of affiliated depositors, the loss of any one of which would have a materially adverse effect on the business of the Company. A material portion of American River Bank’s deposits are not concentrated within a single industry or group of related industries.

As of December 31, 2020 and December 31, 2019, American River Bank held $29,000,000 in certificates of deposit for the State of California. In connection with these deposits, American River Bank is generally required to pledge securities to secure such deposits, except for the first $250,000 insured by the FDIC.

Based on the most recent information made available by the FDIC through June 30, 2020, American River Bank competes with approximately 30 other banking or savings institutions in Sacramento County, 24 in Placer County, 19 in Sonoma County and 6 in Amador County, in which American River Bank’s market share of FDIC insured deposits was approximately 1.02% in the service areas of Sacramento County, 0.50% in Placer County, 0.62% in Sonoma County, and 15.98% in Amador County.

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Human Capital

At American River Bank we strive to maintain a high-performing team and value our employees by encouraging a healthy work-life balance and investing in competitive compensation and benefits. We believe our relationship with our employees is good and that we have created a work environment that attracts and retains outstanding engaged employees by encouraging a collaborative environment centered on professional service and open communication.

Demographics: As of December 31, 2020 we employed 100 full- and part-time employees across our four county footprint in Amador, Placer, Sacramento, and Sonoma Counties. Our employees are not represented by a collective bargaining agreement. During fiscal year 2020 we hired 16 employees. Our voluntary turnover rate in 2020 was 14.6% and has declined for three consecutive years.

We strive toward having a powerful, diverse and inclusive team of employees, knowing that we are better together with our combined insight and experience.

As of December 31, 2020:

  · 81% of our workforce was female and 67% of company employees in management roles were female. Our average tenure is 9 years.
     
  · The population of our workforce was as follows:

 

ETHNICITY  % OF TOTAL 
American Indian or Alaska Native   1%
Asian   13%
Black or African American   3%
Hispanic or Latino   5%
White   78%

 

  · Headcount by Generation:

 

HEADCOUNT BY GENERATION  # of Employees 
Baby Boomers (1946-1964)   32 
Generation X (1965-1980)   33 
Millennials (1981-1994)   34 
Generation Z (1995-2010)   1 

 

Compensation & Benefits: As part of our compensation philosophy, we believe that we must offer and maintain market competitive programs for our employees in order to attract and retain talent. In addition, we offer annual incentive opportunities for all employees within our company, a 401k plan with company matching and immediate vesting as well as stock awards, healthcare benefits, health savings and flexible spending accounts, paid time off, volunteer time and an employee assistance program.

Health & Safety: The success of our business is directly connected to the well-being of our people. We offer access to a variety of benefit plans so that employees can customize their benefits to meet their needs and the needs of their families. In response to the COVID-19 pandemic we implemented significant operating environment changes that we determined were in the best interest of our employees as well as the communities in which we operate, and we believe comply with applicable government regulations. This includes having employees work from home, while implementing additional safety measures for employees continuing essential on-site work.

Talent: We use both internal and external resources to recruit skilled and talented workers and encourage employee referrals for open positions. We focus on developing talent from within while supplementing the team with external hires. We intend this approach to create loyalty and commitment within our employees which in turns grows our business; while adding new employees brings new ideas and supports a continuous improvement mindset.

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We recognize the social and environmental responsibility that arises from the impact of our activities in the communities we serve. We strive to carry out our banking activities in a responsible manner, placing the financial needs of our clients and economic health of our communities at the core of our focus. Each employee at American River Bank is eligible for 40 hours per year of paid volunteer time. In 2004, our employees were responsible for creating the American River Bank Foundation. The American River Bank Foundation is committed to supporting nonprofit organizations that provide food, shelter and safety for the most vulnerable women and children in the communities we serve. Our employees give their time, treasure, and talent to ensure the continued success of the Foundation. Since its inception, the Foundation has donated over $1.5 million to these worthy nonprofit organizations.

Website Access

The Company maintains a website where certain information about the Company is posted. Through the website, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments thereto, as well as Section 16 Reports and amendments thereto, are available as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. These reports are free of charge and can be accessed through the address www.americanriverbank.com by accessing the Investor Relations link, then the Company News link, then the SEC Filings link located at that address. Once you have selected the SEC Filings link you will have the option to access the Section 16 Reports or the reports filed on Forms 10-K, 10-Q and 8-K by the Company by selecting the appropriate link.

Competition

General Competitive Factors

In order to compete with the major financial institutions in its primary service areas, American River Bank uses to the fullest extent possible the flexibility which is accorded by their community bank status. This includes an emphasis on specialized services, local promotional activity, and personal contacts by their respective officers, directors and employees. American River Bank also seeks to provide special services and programs for individuals in their primary service area who are employed in the agricultural, professional and business fields, such as loans for equipment, furniture, tools of the trade or expansion of practices or businesses. In the event there are customers whose loan demands exceed their respective lending limits, they seek to arrange for such loans on a participation basis with other financial institutions. Furthermore, American River Bank also assists those customers requiring services not offered by either bank to obtain such services from correspondent banks.

Commercial banks compete with savings and loan associations, credit unions, other financial institutions and other entities for funds. For instance, yields on corporate and government debt securities and other commercial paper affect the ability of commercial banks to attract and hold deposits. Commercial banks also compete for loans with savings and loan associations, credit unions, consumer finance companies, mortgage companies and other lending institutions.

Banking is a business that depends on interest rate differentials. In general, the difference between the interest rate paid by a bank to obtain their deposits and other borrowings and the interest rate received by a bank on loans extended to customers and on securities held in a bank’s portfolio comprise the major portion of a bank’s revenues.

The interest rate differentials of a bank, and therefore their revenues, are affected not only by general economic conditions, both domestic and foreign, but also by the monetary and fiscal policies of the United States as set by statutes and as implemented by federal agencies, particularly the Federal Reserve Board. The Federal Reserve Board can and does implement national monetary policy, such as seeking to curb inflation and combat recession, by its open market operations in United States government securities, adjustments in the amount of interest free reserves that banks and other financial institutions are required to maintain, and adjustments to the discount rates applicable to borrowing by banks from the Federal Reserve Board. These activities influence the growth of bank loans, investments and deposits and also affect interest rates charged on loans and paid on deposits. The nature and timing of any future changes in monetary policies and their impact on American River Bank is not predictable.

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Competitive Data

At June 30, 2020, based on the most recent “Data Book Summary of Deposits in FDIC Insured Commercial and Savings Banks” report at that date, the competing commercial and savings banks had 164 offices in the cities of Rancho Cordova, Roseville and Sacramento, California, where American River Bank has its five Sacramento area offices, 57 offices in the cities of Healdsburg and Santa Rosa, California, where American River Bank has its two Sonoma County offices, and three offices in the cities of Jackson, Pioneer and Ione, California, where American River Bank has its three Amador County offices. Additionally, American River Bank competes with thrifts and, to a lesser extent, credit unions, finance companies and other financial service providers for deposit and loan customers.

Larger banks may have a competitive advantage because of higher lending limits and major advertising and marketing campaigns. They also perform services, such as trust services, international banking, discount brokerage and insurance services, which American River Bank is neither authorized nor prepared to offer currently. American River Bank has made arrangements with its correspondent banks and with others to provide some of these services for its customers. For borrowers requiring loans in excess of American River Bank’s legal lending limits, American River Bank has offered, and intends to offer in the future, such loans on a participating basis with its correspondent banks and with other community banks, retaining the portion of such loans which is within its lending limits. As of December 31, 2020, American River Bank’s aggregate legal lending limits to a single borrower and such borrower’s related parties were $15,072,000 on an unsecured basis and $25,119,000 on a fully secured basis based on capital and allowable reserves of $100,477,000.

American River Bank’s business is concentrated in its service area, which primarily encompasses Sacramento County, South Western Placer County, Sonoma County, and Amador County. The economy of American River Bank’s service area is dependent upon government, manufacturing, tourism, retail sales, agriculture, population growth and smaller service oriented businesses.

Based upon the most recent “Data Book Summary of Deposits in FDIC Insured Commercial and Savings Banks” report dated June 30, 2020, there were 204 operating commercial and savings bank offices in Sacramento County with total deposits of $42,882,517,000. This was an increase of $5,570,050,000 compared to the June 30, 2019 balances. American River Bank held a total of $437,322,000 in deposits, representing approximately 1.02% of total commercial and savings banks deposits in Sacramento County as of June 30, 2020.

Based upon the most recent “Data Book Summary of Deposits in FDIC Insured Commercial and Savings Banks” report dated June 30, 2020, there were 87 operating commercial and savings bank offices in Placer County with total deposits of $13,420,096,000. This was an increase of $2,463,569,000 compared to the June 30, 2019 balances. American River Bank held a total of $67,225,000 in deposits, representing approximately 0.50% of total commercial and savings banks deposits in Placer County as of June 30, 2020.

Based upon the most recent “Data Book Summary of Deposits in FDIC Insured Commercial and Savings Banks” report dated June 30, 2020, there were 115 operating commercial and savings bank offices in Sonoma County with total deposits of $16,725,684,000. This was an increase of $2,162,927,000 compared to the June 30, 2019 balances. American River Bank held a total of $103,499,000 in deposits, representing approximately 0.62% of total commercial and savings banks deposits in Sonoma County as of June 30, 2020.

Based upon the most recent “Data Book Summary of Deposits in FDIC Insured Commercial and Savings Banks” report dated June 30, 2020, there were 13 operating commercial and savings bank offices in Amador County with total deposits of $836,216,000. This was an increase of $82,581,000 compared to the June 30, 2019 balances. American River Bank held a total of $133,667,000 in deposits, representing approximately 15.98% of total commercial and savings bank deposits in Amador County as of June 30, 2020.

Supervision and Regulation

General

American River Bankshares is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended (the “Bank Holding Company Act”), and is subject to the supervision of, the Board of Governors of the Federal Reserve System. The Company is required to obtain the approval of the Board of Governors before it may acquire all or substantially all of the assets of any bank, or ownership or control of the voting shares of any bank if, after giving effect to such acquisition of shares, the Company would own or control more than 5% of the voting shares of such bank. Any acquisition is also subject to applicable California and other provisions of federal law.

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The common stock of the Company is subject to the registration requirements of the Securities Act of 1933, as amended, and the qualification requirements of the California Corporate Securities Law of 1968, as amended. The Company is also subject to the periodic reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended, which include, but are not limited to, filing annual, quarterly and other current reports with the SEC.

The Company and any of its subsidiaries are deemed to be “affiliates” within the meaning of that term as defined in the Federal Reserve Act. This means, for example, that there are limitations (a) on loans by American River Bank to affiliates, (b) on investments by American River Bank in affiliates’ stock as collateral for loans to any borrower, and (c) other transactions between any bank subsidiary and the Company. The Company and its subsidiaries are also subject to certain restrictions with respect to engaging in the underwriting, public sale and distribution of securities.

 

American River Bank is licensed by the California Commissioner (the “Commissioner”) of the Department of Financial Protection and Innovation (the “DFPI”), and its deposits are insured by the FDIC up to the applicable legal limits.  American River Bankshares and American River Bank are required to file reports with the Board of Governors, the Commissioner, and the FDIC and provide any additional information that the Board of Governors, the Commissioner, and the FDIC may require.

 

Capital Standards

 

Federal regulations require FDIC insured depository institutions, including state-chartered banks, to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio, a Tier 1 capital to risk-based assets ratio, a total capital to risk-based assets and a Tier 1 capital to total assets leverage ratio. The existing capital requirements were effective January 1, 2015 and are the result of a final rule implementing regulatory amendments based on recommendations of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). In September 2019, the FDIC finalized a rule that introduces an optional simplified measure of capital adequacy for qualifying community banking organizations (i.e., the community bank leverage ratio (“CBLR”) framework), as required by the Economic Growth, Regulatory Relief and Consumer Protection Act. See “Prompt Corrective Regulatory Action” below for a further discussion on the CBLR.

 

The capital standards require the maintenance of common equity Tier 1 capital, Tier 1 capital and total capital to risk-weighted assets of at least 4.5%, 6% and 8%, respectively, and a leverage ratio of at least 4% Tier 1 capital. Common equity Tier 1 capital is generally defined as common stockholders’ equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and Additional Tier 1 capital. Additional Tier 1 capital generally includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus Additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt. Also included in Tier 2 capital is the allowance for loan losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity Tier 1 capital (including unrealized gains and losses on available-for-sale-securities). We exercised the opt-out election regarding the treatment of AOCI. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.

 

In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, a bank’s assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests), are multiplied by a risk weight factor assigned by the regulations based on perceived risks inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. For example, a risk weight of 0% is assigned to cash and U.S. government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien 1 – 4 family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans and a risk weight of between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors.

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In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. While the new capital rules set higher regulatory capital standards, bank regulators may also continue their past policies of expecting banks to maintain additional capital beyond the minimum requirements. The implementation of the capital rules or more stringent requirements to maintain higher levels of capital or to maintain higher levels of liquid assets could adversely impact the Company’s net income and return on equity, restrict the ability to pay dividends or executive bonuses and require the raising of additional capital.

 

Management believes that American River Bank is in compliance with the minimum capital requirements, including the capital conservation buffer requirement, based upon its capital position at December 31, 2020.

In accordance with the Dodd-Frank Act and long-standing Federal Reserve policy, the Company must act as a source of financial and managerial strength to American River Bank. Under this policy, the Company must commit resources to support the Bank, including at times when the Company may not be in a financial position to provide it. The Company could be required to guarantee the capital plan of American River Bank if it becomes undercapitalized for purposes of banking regulations, as described below. Any capital loans by a bank holding company to its subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. The Bank Holding Company Act provides that, in the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a bank subsidiary will be assumed by the bankruptcy trustee and entitled to priority of payment.

 

In December 2017, the Basel Committee published standards that it described as the finalization of the Basel III post-crisis regulatory reforms (the standards are commonly referred to as “Basel IV”). Among other things, these standards revise the Basel Committee’s standardized approach for credit risk (including by recalibrating risk weights and introducing new capital requirements for certain “unconditionally cancellable commitments,” such as unused credit card lines of credit) and provides a new standardized approach for operational risk capital. Under the Basel framework, these standards will generally be effective on January 1, 2023, with an aggregate output floor phasing in through January 1, 2028. Under the current U.S. capital rules, operational risk capital requirements and a capital floor apply only to advanced approaches institutions, and not to the Company and the Bank. The impact of Basel IV on us will depend on the manner in which it is implemented by the federal bank regulators.

 

Safety and Soundness Standards

 

Each federal banking agency, including the FDIC, has adopted guidelines establishing general standards relating to internal controls, information and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings, compensation, fees and benefits and information security standards. In general, the guidelines require appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal stockholder. The FDIC also has issued guidance on risks banks may face from third party relationships (e.g. relationships under which the third party provides services to the bank). The guidance generally requires the bank to perform adequate due diligence on the third party, appropriately document the relationship, and perform adequate oversight and auditing, in order to the limit the risks to the bank.

 

Prompt Corrective Regulatory Action

 

Federal law requires that federal bank regulatory authorities take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For these purposes, the statute establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.

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State banks that have insufficient capital are subject to certain mandatory and discretionary supervisory measures. For example, a bank that is “undercapitalized” (i.e. fails to comply with any regulatory capital requirement) is subject to growth limitations and is required to submit a capital restoration plan; a holding company that controls such a bank is required to guarantee that the bank complies with the restoration plan. A “significantly undercapitalized” bank is subject to additional restrictions. State banks deemed by the FDIC to be “critically undercapitalized” are subject to the appointment of a receiver or conservator.

 

The final rule that increased regulatory capital standards also adjusted the prompt corrective action tiers as of January 1, 2015 to conform to the new capital standards. The various categories incorporate the common equity Tier 1 capital requirement, an increase in the Tier 1 to risk-based assets requirement and other changes. Under the revised prompt corrective action requirements, insured depository institutions are required to meet the following in order to qualify as “well capitalized:” (1) a common equity Tier 1 risk-based capital ratio of 6.5% (new standard); (2) a Tier 1 risk-based capital ratio of 8% (increased from 6%); (3) a total risk-based capital ratio of 10% (unchanged) and (4) a Tier 1 leverage ratio of 5% (unchanged). The federal banking agencies also may require banks and bank holding companies subject to enforcement actions to maintain capital ratios in excess of the minimum ratios otherwise required to be deemed well-capitalized, in which case institutions may no longer be deemed to be well-capitalized and may therefore be subject to certain restrictions such as taking brokered deposits or limitations on growth.

 

In September 2019, the FDIC finalized a rule that introduces an optional simplified measure of capital adequacy for qualifying community banking organizations (i.e., the community bank leverage ratio (“CBLR”) framework), as required by the Economic Growth, Regulatory Relief and Consumer Protection Act. The CBLR framework is designed to reduce burden by removing the 15 requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework. In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 9 percent, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital. The CBLR framework was first available for banks to use in their March 31, 2020 Call Report. We adopted the CBLR framework on April 30, 2020. While the Company has elected to adopt the CBLR framework in which it is no longer required to report the risk-based capital ratios, we believe reporting them to our shareholders allows them to compare the ratios of companies of similar size and, therefore, are presented in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Table 11: Capital Ratios.”

 

The FDIC also finalized a rule that permits non-advanced approaches banking organizations to use the simpler regulatory capital requirements for mortgage-servicing assets, certain deferred tax assets arising from temporary differences, investments in the capital of unconsolidated financial institutions, and minority interest when measuring their tier 1 capital as of January 1, 2020. Banking organizations may use this new measure of tier 1 capital under the CBLR framework. We have determined not to adopt this rule.

 

Additional Regulations

Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), the federal financial institution agencies have adopted regulations which require institutions to establish and maintain comprehensive written real estate policies which address certain lending considerations, including loan-to-value limits, loan administrative policies, portfolio diversification standards, and documentation, approval and reporting requirements. The FDICIA further generally prohibits an insured state bank from engaging as a principal in any activity that is impermissible for a national bank, absent FDIC determination that the activity would not pose a significant risk to the Bank Insurance Fund, and that the bank is, and will continue to be, within applicable capital standards.

The federal financial institution agencies have established bases for analysis and standards for assessing a financial institution’s capital adequacy in conjunction with the risk-based and Basel III capital guidelines including analysis of interest rate risk, concentrations of credit risk, risk posed by non-traditional activities, and factors affecting overall safety and soundness. The safety and soundness standards for insured financial institutions include analysis of (1) internal controls, information systems and internal audit systems; (2) loan documentation; (3) credit underwriting; (4) interest rate exposure; (5) asset growth; (6) compensation, fees and benefits; and (7) excessive compensation for executive officers, directors or principal shareholders which could lead to material financial loss. If an agency determines that an institution fails to meet any standard, the agency may require the financial institution to submit to the agency an acceptable plan to achieve compliance with the standard. If the agency requires submission of a compliance plan and the institution fails to timely submit an acceptable plan or to implement an accepted plan, the agency must require the institution to correct the deficiency. The agencies may elect to initiate enforcement action in certain cases rather than rely on an existing plan particularly where failure to meet one or more of the standards could threaten the safe and sound operation of the institution.

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Community Reinvestment Act (“CRA”) regulations evaluate banks’ lending to low and moderate income individuals and businesses across a four-point scale from “outstanding” to “substantial noncompliance,” and are a factor in regulatory review of applications to merge, establish new branches or form bank holding companies. In addition, any bank rated in “substantial noncompliance” with the CRA regulations may be subject to enforcement proceedings. In its most recent exam for CRA compliance, American River Bank received a “satisfactory” rating.

Limitations on Dividends, Repurchases and Redemptions

The Company’s ability to pay cash dividends is subject to restrictions set forth in the California General Corporation Law. Funds for payment of any cash dividends by the Company would be obtained from its investments as well as dividends and/or management fees from its subsidiaries. The payment of cash dividends and/or management fees by American River Bank is subject to restrictions set forth in the California Financial Code, as well as restrictions established by the FDIC. The Company relies on distributions from American River Bank in the form of cash dividends in order to pay cash dividends to our shareholders. See Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” for more information regarding cash dividends. We cannot provide any assurance that we will be able to continue paying dividends in the future.

American River Bank is a legal entity that is separate and distinct from its holding company. The Company relies on dividends received from American River Bank for use in the operation of the Company and the ability of the Company to pay dividends to shareholders. Future cash dividends by American River Bank will also depend upon management’s assessment of future capital requirements, contractual restrictions, and other factors. Capital rules may restrict dividends by American River Bank if the additional capital conservation buffer is not achieved.

The ability of American River Bank to declare a cash dividend to the Company is subject to California law, which restricts the amount available for cash dividends to the lesser of a bank’s retained earnings or net income for its last three fiscal years (less any distributions to shareholders made during such period). Where the above test is not met, cash dividends may still be paid, with the prior approval of the Commissioner, in an amount not exceeding the greatest of (1) retained earnings of the bank; (2) the net income of the bank for its last fiscal year; or (3) the net income of the bank for its current fiscal year.

It is an essential principle of safety and soundness that a banking organization’s redemption and repurchases of regulatory capital instruments, including common stock, from investors be consistent with the organization’s current and prospective capital needs. Consultation with the Federal Reserve before redeeming any equity or other capital instrument included in Tier 1 or Tier 2 capital is generally advisable in all circumstances and is required if such redemption could have a material effect on the level or composition of the organization’s capital base. Bank holding companies that are experiencing financial weaknesses, or that are at significant risk of developing financial weaknesses, must consult with the appropriate Federal Reserve supervisory staff before redeeming or repurchasing common stock or other regulatory capital instruments for cash or other valuable consideration. Similarly, any bank holding company considering expansion, whether through acquisitions or through organic growth and new activities, generally also must consult with the appropriate Federal Reserve supervisory staff before redeeming or repurchasing common stock or other regulatory capital instruments for cash or other valuable consideration. In evaluating the appropriateness of a bank holding company’s proposed redemption or repurchase of capital instruments, the Federal Reserve will consider the potential losses that the holding company may suffer from the prospective need to increase reserves and write down assets from continued asset deterioration and the holding company’s ability to raise additional common stock and other Tier 1 capital to replace capital instruments that are redeemed or repurchased. A bank holding company must inform the Federal Reserve of a redemption or repurchase of common stock or perpetual preferred stock for cash or other value resulting in a net reduction of the bank holding company’s outstanding amount of common stock or perpetual preferred stock below the amount of such capital instrument outstanding at the beginning of the quarter in which the redemption or repurchase occurs. In addition, a bank holding company must advise the Federal Reserve sufficiently in advance of such redemptions and repurchases to provide reasonable opportunity for supervisory review and possible objection should the Federal Reserve determine a transaction raises safety and soundness concerns.

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Bank holding company that are not well capitalized or well managed, or that are subject to any unresolved supervisory issues, must provide prior notice to the Federal Reserve for any repurchase or redemption of its equity securities for cash or other value that would reduce by 10% or more the holding company’s consolidated net worth aggregated over the preceding 12-month period.

FDIC Insurance

The FDIC is an independent federal agency that insures deposits, up to prescribed statutory limits, of federally insured banks and savings institutions and safeguards the safety and soundness of the banking and savings industries. The FDIC insures our customer deposits through the Deposit Insurance Fund (“DIF”) up to prescribed limits for each depositor. The Dodd-Frank Act revised the FDIC’s DIF management authority by setting requirements for the Designated Reserve Ratio (the DIF balance divided by estimated insured deposits) and redefining the assessment base, which is used to calculate banks’ quarterly assessments. The amount of FDIC assessments paid by each DIF member institution is based on its asset size and relative risk of default as measured by regulatory capital ratios and other supervisory factors. The FDIC may terminate a depository institution’s deposit insurance upon a finding that the institution’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices that pose a risk to the DIF or that may prejudice the interest of the bank’s depositors. The termination of deposit insurance for a bank would also result in the revocation of the bank’s charter by the DFPI.

We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance, which can be affected by the cost of bank failures to the FDIC among other factors. The FDIC is an independent federal agency that insures deposits through the DIF up to prescribed statutory limits of federally insured banks and savings institutions and safeguards the safety and soundness of the banking and savings industries. The Dodd-Frank Act revised the FDIC’s DIF management authority by setting requirements for the Designated Reserve Ratio (the “DRR”, calculated as the DIF balance divided by estimated insured deposits) and redefining the assessment base which is used to calculate banks’ quarterly assessments. The amount of FDIC assessments paid by each DIF member institution is based on its asset size and its relative risk of default as measured by regulatory capital ratios and other supervisory factors.

On September 30, 2018, the DRR reached 1.36%. Because the reserve ratio has exceeded 1.35%, two deposit insurance assessment changes occurred under the FDIC regulations: 1) surcharges on large banks (total consolidated assets of $10 billion or more) ended; the last surcharge on large banks was collected on December 28, 2018. and 2) small banks, like American River Bank (total consolidated assets of less than $10 billion) were awarded assessment credits for the portion of their assessments that contributed to the growth in the reserve ratio from 1.15% to 1.35%, to be applied when the reserve ratio is at least 1.38%. As a result of the reserve ratio reaching 1.38%, American River Bank was awarded an assessment credit of $166,000 of which $144,000 was used in 2019 and $22,000 was used in 2020.

The FDIC will, at least semi-annually, update its income and loss projections for the Deposit Insurance Fund and, if necessary, propose rules to further increase assessment rates. Any future increases in FDIC insurance premiums may have a material and adverse effect on our earnings and could have a material adverse effect on the value of, or market for, our common stock.

Impact of Certain Legislation and Regulation

The Coronavirus Aid, Relief, and Economic Security Act. In response to the COVID-19 pandemic, the CARES Act was signed into law on March 27, 2020 to provide national emergency economic relief measures. Many of the CARES Act’s programs are dependent upon the direct involvement of U.S. financial institutions, such as the Company and the Bank, and have been implemented through rules and guidance adopted by federal departments and agencies, including the U.S. Department of Treasury, the Federal Reserve and other federal banking agencies, including those with direct supervisory jurisdiction over the Company and the Bank. Furthermore, as the on-going COVID-19 pandemic evolves, federal regulatory authorities continue to issue additional guidance with respect to the implementation, lifecycle, and eligibility requirements for the various CARES Act programs as well as industry-specific recovery procedures for COVID-19. On December 21, 2020, Congress passed a $900 billion aid package which provides additional funds for the PPP and extends the time of the PPP to March 31, 2021. This legislation also permits second PPP loans to certain entities which are subject to forgiveness subject to meeting certain required criteria. In addition, it is possible that Congress will enact supplementary COVID-19 response legislation, including amendments to the CARES Act or new bills comparable in scope to the CARES Act. The Company continues to assess the impact of the CARES Act and other statues, regulations and supervisory guidance related to the COVID-19 pandemic.

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Paycheck Protection Program. The CARES Act amended the SBA’s loan program, in which the Bank participates, to create a guaranteed, unsecured loan program, the PPP, to fund operational costs of eligible businesses, organizations and self-employed persons during COVID-19. In June 2020, the Paycheck Protection Program Flexibility Act was enacted, which among other things, gave borrowers additional time and flexibility to use PPP loan proceeds. The Bank funded 477 PPP loans totaling $80,154,000 under the PPP in the year ended December 31, 2020, of which $24,608,000 had been forgiven or repaid by December 31, 2020.

Troubled Debt Restructuring and Loan Modifications for Affected Borrowers.  The CARES Act permits banks to suspend requirements under GAAP for loan modifications to borrowers affected by COVID-19 that would otherwise be characterized as TDRs and suspend any determination related thereto if (i) the loan modification is made between March 1, 2020 and December 31, 2020 or 60 days after the end of the COVID-19 emergency declaration and (ii) the applicable loan was not more than 30 days past due as of December 31, 2019. In December 2020, this timeframe was extended through January 1, 2022, through the Consolidated Appropriations Act. The federal banking agencies also issued guidance to encourage banks to make loan modifications for borrowers affected by COVID-19 and to assure banks that they will not be criticized by examiners for doing so. The Company is applying this guidance to qualifying loan modifications. See Note 7 “Troubled Debt Restructurings and Loan Modifications for Affected Borrowers” to the “Notes to Consolidated Financial Statements,” which is included in Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further information about the COVID-19-related loan modifications completed by the Company.

Temporary Community Bank Leverage Ratio Relief.  Pursuant to the CARES Act, the federal banking agencies authorities adopted an interim rule, effective until the earlier of the termination of the coronavirus emergency declaration and December 31, 2020, to (i) reduce the minimum Community Bank Leverage Ratio from 9% to 8% percent and (ii) give community banks two-quarter grace period to satisfy such ratio if such ratio falls out of compliance by no more than 1%.

Federal Reserve Programs and Other Recent Initiatives Related to COVID-19

Main Street Lending Program.  The CARES Act encouraged the Federal Reserve, in coordination with the Secretary of the Treasury, to establish or implement various programs to help midsize businesses, nonprofits, and municipalities. On April 9, 2020, the Federal Reserve proposed the creation of the Main Street Lending Program (“MSLP”) to implement certain of these recommendations. On June 15, 2020, the Federal Reserve Bank of Boston opened the MSLP for lender registration. The MSLP supports lending to small and medium-sized businesses that were in sound financial condition before the onset of the COVID-19 pandemic. The MSLP operates through five facilities: the Main Street New Loan Facility, the Main Street Priority Loan Facility, the Main Street Expanded Loan Facility, the Nonprofit Organization New Loan Facility, and the Nonprofit Organization Expanded Loan Facility. The Bank has not registered to participate in the Main Street Lending Program but continues to monitor developments related thereto.

Temporary Regulatory Capital Relief related to Impact of CECL.  Concurrent with enactment of the CARES Act, federal banking agencies issued an interim final rule that delays the estimated impact on regulatory capital resulting from the adoption of CECL. The interim final rule provides banking organizations that implement CECL before the end of 2020 the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of capital benefit provided during the initial two-year delay. The federal banking agencies have since issued a final rule that makes certain technical changes to the interim final rule. The changes in the final rule apply only to those banking organizations that elect the CECL transition relief provided under the rule. The Bank has not yet adopted CECL but continues to monitor developments related thereto.

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Gramm-Leach-Bliley Act. In 1999, the Gramm-Leach-Bliley Act (the “GLB Act”) was signed into law. The GLB Act eliminated most of the remaining depression-era “firewalls” between banks, securities firms and insurance companies which were established by The Banking Act of 1933, also known as the Glass-Steagall Act (“Glass-Steagall”). Glass-Steagall sought to insulate banks as depository institutions from the perceived risks of securities dealing and underwriting, and related activities. The GLB Act permitted bank holding companies that could qualify as “financial holding companies” to acquire securities firms or create them as subsidiaries, and securities firms could acquire banks or start banking activities through a financial holding company. Prior to the GLB Act, banks were also (with minor exceptions) prohibited from engaging in insurance activities or affiliating with insurers. The GLB Act removed these restrictions and substantially eliminated the prohibitions under the Bank Holding Company Act on affiliations between banks and insurance companies. Consequently, the common ownership of banks, securities firms and insurance firms was possible, in addition to the conduct of commercial banking, merchant banking, investment management, securities underwriting and insurance within a single financial institution using a “financial holding company” structure authorized by the GLB Act.

A bank holding company could qualify as a financial holding company if (i) its banking subsidiaries are “well capitalized” and “well managed” and (ii) it files with the Board of Governors a certification to such effect and a declaration that it elects to become a financial holding company. The Bank Holding Company Act was amended to permit financial holding companies to engage in activities, and acquire companies engaged in activities, that are financial in nature or incidental to such financial activities. Financial holding companies were also permitted to engage in activities that were complementary to financial activities if the Board of Governors determined that the activity did not pose a substantial risk to the safety or soundness of depository institutions or the financial system in general.

These standards expanded upon the list of activities “closely related to banking” which have defined the permissible activities of bank holding companies under the Bank Holding Company Act. Neither the Company nor American River Bank has determined whether or when to seek to acquire and exercise powers or activities under the GLB Act.

Brokered Deposits. The FDIC limits the ability to accept brokered deposits to those insured depository institutions that are well capitalized. Institutions that are less than well capitalized cannot accept, renew or roll over any brokered deposit unless they have applied for and been granted a waiver by the FDIC. The FDIC has defined the “national rate” for all interest-bearing deposits held by less-than-well-capitalized institutions as “a simple average of rates paid by all insured depository institutions and branches for which data are available” and has stated that its presumption is that this national rate is the prevailing rate in any market. As such, institutions that are less than well capitalized that are permitted to accept, renew or rollover brokered deposits via FDIC waiver generally may not pay an interest rate in excess of the national rate plus 75 basis points on such brokered deposits. As of December 31, 2020, the Bank did not have any brokered deposits.

The FDIC has previously published industry guidance in the form of Frequently Asked Questions with respect to the categorization of deposit liabilities as brokered deposits. The FDIC published a proposed rule to modify the “national rate” definition that would apply to insured depository institutions that are less than well-capitalized in August 2019. In addition, in December 2019 and in connection with the Regulatory Relief Act, the FDIC published proposed revisions to its regulations relating to the brokered deposits restrictions. Specifically, the FDIC proposed to (i) revise the definition of the “facilitation” prong of the “deposit broker” definition; (ii) provide that a wholly-owned operating subsidiary be eligible for the insured depository institution exception to the deposit broker definition under certain circumstances; and (iii) amend the “primary purpose” exception. On December 15, 2020, the FDIC released a final rule, effective April 1, 2021 (with full compliance by January 1, 2022), which may encourage the update of certain bank services. The changes introduced by the final rule include, among other things, (i) adding definitions of “engaged in the business of placing deposits” and “engaged in the business of facilitating the placement of deposits,” (ii) establishing certain designated business exceptions that would automatically meet the “primary purpose” exception from the deposit broker definition (Designated Business Exceptions), and (iii) formalizing an application process for the “primary purpose” exception for parties that do not qualify for the Designated Business Exceptions. The Company does not believe the final rule will have a material effect on operations.

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Change in Bank Control. Federal law and regulation set forth the types of transactions that require prior notice under the Change in Bank Control Act (“CIBCA”). Pursuant to CIBCA and Regulation Y, any person (acting directly or indirectly) that seeks to acquire control of a bank or its holding company must provide prior notice to the Federal Reserve. A “person” includes an individual, bank, corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, or any other form of entity. A person acquires “control” of a banking organization whenever the person acquires ownership, control, or the power to vote 25 percent or more of any class of voting securities of the institution. The applicable regulations also provide for certain other “rebuttable” presumptions of control.

In April 2020, the Federal Reserve adopted a final rule to revise its regulations related to determinations of whether a company has the ability to exercise a controlling influence over another company for purposes of the BHCA. The final rule expands and codifies the presumptions for use in such determinations. By codifying the presumptions, the final rule provides greater transparency on the types of relationships that the Federal Reserve generally views as supporting a facts-and-circumstances determination that one company controls another company. The Federal Reserve’s final rule applies to questions of control under the BHCA, but does not extend to CIBCA or applicable provisions of California law.

Patriot Act. The USA Patriot Act (the “Patriot Act”), which includes provisions pertaining to domestic security, surveillance procedures, border protection, and terrorism laws to be administered by the Secretary of the Treasury. Title III of the Patriot Act entitled, “International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001” includes amendments to the Bank Secrecy Act which expand the responsibilities of financial institutions in regard to anti-money laundering activities with particular emphasis upon international money laundering and terrorism financing activities through designated correspondent and private banking accounts.

The Patriot Act contains various provisions that affect the operations of financial institutions by encouraging cooperation among financial institutions, regulatory authorities and law enforcement authorities with respect to individuals, entities and organizations engaged in, or reasonably suspected of engaging in, terrorist acts or money laundering activities. The Company and American River Bank are not currently aware of any account relationships between American River Bank and any foreign bank or other person or entity which would not be in compliance with the Patriot Act.

The effects which the Patriot Act and any amendments to the Patriot Act or additional legislation enacted by Congress may have upon financial institutions is uncertain; however, such legislation could increase compliance costs and thereby potentially may have an adverse effect upon the Company’s results of operations.

Sarbanes-Oxley Act. The Sarbanes-Oxley Act of 2002 (the “Act”) addresses to issues in corporate governance and accountability. Among other matters, key provisions of the Act and rules promulgated by the SEC pursuant to the Act include enhancement of financial disclosures and related certification requirements, rules related to audit committees, auditor independence, ethics requirements, securities trading prohibitions, securities reporting requirements, and securities listing requirements.

The Company’s securities are listed on the Nasdaq Global Select Market. Consequently, in addition to the rules promulgated by the SEC pursuant to the Act, the Company must also comply with the listing standards applicable to Nasdaq listed companies. The Nasdaq listing standards applicable to the Company include standards related to (i) director independence, (ii) executive session meetings of the board, (iii) requirements for audit, nominating and compensation committee charters, membership qualifications and procedures, (iv) shareholder approval of equity compensation arrangements, and (v) code of conduct requirements that comply with the code of ethics under the Act.

The Company has incurred and it is anticipated that it will continue to incur increased costs to comply with the Act and the rules and regulations promulgated pursuant to the Act by the SEC, Nasdaq and other regulatory agencies having jurisdiction over the Company or the issuance and listing of its securities. The Company does not currently anticipate, however, that compliance with the Act and such rules and regulations will have a material adverse effect upon its financial position or results of its operations or its cash flows.

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Fair and Accurate Credit Transactions Act. Under the Fair and Accurate Credit Transactions Act financial institutions and other creditors are required to develop and implement a written identity theft prevention program. The program must include reasonable policies and procedures for detecting, preventing, and mitigating identity theft in connection with certain new and existing covered accounts. Covered accounts are defined as (i) an account primarily for personal, family, or household purposes (i.e., consumer accounts), or (ii) any other account for which there is a reasonably foreseeable risk to customers or the safety and soundness of the financial institution or creditor from identity theft. The program must be appropriate to the size and complexity of the financial institution or creditor and the nature and scope of its activities and should be designed to:

·identify relevant patterns, practices, and specific forms of activity that are “red flags” of possible identity theft and incorporate those red flags into the program;
·detect the occurrence of red flags incorporated into the program;
·respond appropriately to any red flags that are detected to prevent and mitigate identity theft; and
·ensure that the program is updated periodically to reflect changes in risks to customers or to the safety and soundness of the financial institution or creditor from identity theft.

Office of Foreign Assets Control Regulation.    The United States has imposed economic sanctions that affect transactions with designated foreign countries, foreign nationals and others. These are typically known as the “OFAC” rules based on their administration by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”). The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one or more of the following elements: (i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. American River Bank is responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence. Failure to comply with these sanctions could have serious legal and reputational consequences.

The Dodd-Frank Act. On July 21, 2010, the Dodd-Frank Act was signed into law. The Dodd-Frank Act is intended to restructure the regulation of the financial services sector by, among other things, (i) establishing a framework to identify systemic risks in the financial system implemented by a newly created Financial Stability Oversight Council and other federal banking agencies; (ii) expanding the resolution authority of the federal banking agencies over troubled financial institutions; (iii) authorizing changes to capital and liquidity requirements; (iv) changing deposit insurance assessments; and (v) enhancing regulatory supervision to improve the safety and soundness of the financial services sector. Below is a summary of certain provisions of the Dodd-Frank Act which, directly or indirectly, may affect us.

·Consumer Protection. The Dodd-Frank Act created the Consumer Financial Protection Bureau (“CFPB”) within the Federal Reserve System. The CFPB is responsible for establishing and implementing rules and regulations under various federal consumer protection laws governing certain consumer products and services. The CFPB has primary enforcement authority over large financial institutions with assets of $10 Billion or more, while smaller institutions will be subject to the CFPB’s rules and regulations through the enforcement authority of the federal banking agencies. States are permitted to adopt consumer protection laws and regulations that are more stringent than those laws and regulations adopted by the CFPB and state attorneys general are permitted to enforce consumer protection laws and regulations adopted by the CFPB.
·Deposit Insurance. The Dodd-Frank Act permanently increased the deposit insurance limit for insured deposits to $250,000 per depositor. Other deposit insurance changes under the Dodd-Frank Act include (i) amendment of the assessment base used to calculate an insured depository institution’s deposit insurance premiums paid to the DIF by elimination of deposits and substitution of average consolidated total assets less average tangible equity during the assessment period as the revised assessment base; (ii) increasing the minimum designated reserve ratio of the DIF from 1.15 percent to 1.35 percent of the estimated amount of total insured deposits; (iii) eliminating the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds; and (iv) repeal of the prohibition upon the payment of interest on demand deposits to be effective one year after the date of enactment of the Dodd-Frank Act. The FDIC has proposed further changes to the deposit insurance assessments applicable to small insured depository institutions with assets less than $10 Billion and additional DIF recapitalization obligations for insured depository institutions with more than $10 Billion in assets. See the discussion of these changes in “Supervision and Regulation - FDIC Insurance.”
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·Transactions with Affiliates. The Dodd-Frank Act enhances the requirements for certain transactions with affiliates under Section 23A and 23B of the Federal Reserve Act, including an expansion of the definition of “covered transactions” and increasing the amount of time for which collateral requirements regarding covered transactions must be maintained.
·Transactions with Insiders. Insider transaction limitations are expanded through the strengthening of loan restrictions to insiders and the expansion of the types of transactions subject to the various limits, including derivative transactions, repurchase agreements, reverse repurchase agreements and securities lending or borrowing transactions. Restrictions are also placed on certain asset sales to and from an insider to an institution, including requirements that such sales be on market terms and, in certain circumstances, approved by the institution’s board of directors.
·Enhanced Lending Limitations. The Dodd-Frank Act strengthens the existing limits on a depository institution’s credit exposure to include credit exposure arising from derivative transactions, repurchase agreements, and securities lending and borrowing transactions.
·Debit Card Interchange Fees.  The Dodd-Frank Act requires that the amount of any interchange fee charged by a debit card issuer with respect to a debit card transaction must be reasonable and proportional to the cost incurred by the issuer.  The Federal Reserve Board was required to establish standards for reasonable and proportional fees which may take into account the costs of preventing fraud.  The restrictions on interchange fees, however, do not apply to banks, like us, that, together with their affiliates, have assets of less than $10 Billion.
·Interstate Branching.  The Dodd-Frank Act authorizes national and state banks to establish branch offices in other states to the same extent as a bank chartered by that state would be permitted to branch.  Previously, banks could only establish branch offices in other states if the host state expressly permitted out-of-state banks to establish branch offices in that state.  Accordingly, banks may be able to enter new markets more freely.

Compensation Practices. The Dodd-Frank Act provides that the appropriate federal banking regulators must establish standards prohibiting as an unsafe and unsound practice any compensation plan of a bank holding company or other “covered financial institution” that provides an insider or other employee with “excessive compensation” or could lead to a material financial loss to such firm. In June 2016, several federal financial agencies (including the Federal Reserve and FDIC) re-proposed restrictions on incentive-based compensation pursuant to Section 956 of the Dodd-Frank Act for financial institutions with $1 billion or more in total consolidated assets. For institutions with at least $1 billion but less than $50 billion in total consolidated assets, the proposal would impose principles-based restrictions that are broadly consistent with existing interagency guidance on incentive-based compensation. Such institutions would be prohibited from entering into incentive compensation arrangements that encourage inappropriate risks by the institution (i) by providing an executive officer, employee, director, principal shareholder or individuals who are “significant risk takers” with excessive compensation, fees or benefits, or (ii) that could lead to material financial loss to the institution. Depending upon the outcome of the rule making process, the application of this rule to us if we were to cross the $1 billion threshold could require us to revise our compensation strategy, increase our administrative costs and adversely affect our ability to recruit and retain qualified associates.

In June 2010, prior to the enactment of the Dodd-Frank Act, the federal bank regulatory agencies jointly issued the Interagency Guidance on Sound Incentive Compensation Policies (“Guidance”), which requires that financial institutions establish metrics for measuring the risk to the financial institution of such loss from incentive compensation arrangements and implement policies to prohibit inappropriate risk taking that may lead to material financial loss to the institution. Together, the Dodd-Frank Act and the Guidance may impact our compensation policies and arrangements.

Requirements under the Dodd-Frank Act are anticipated to be implemented over an extended period of time, unless the implementation is changed as the result of additional legislation promulgated by Congress or as a result of actions taken by the administration of the President. Therefore, the nature and extent of regulations that will be issued by various regulatory agencies and the impact such regulations will have on the operations of financial institutions such as ours is unclear. Such regulations resulting from the Dodd-Frank Act may impact the profitability of our business activities, require changes to certain of our business practices, impose upon us more stringent capital, liquidity and leverage ratio requirements or otherwise adversely affect our business. These changes may also require us to invest significant management attention and resources to evaluate and make necessary changes in order to comply with new statutory and regulatory requirements.

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Cybersecurity and Data Privacy

Federal regulators have issued multiple statements regarding cybersecurity and that financial institutions need to design multiple layers of security controls to establish lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution. In addition, a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations in the event of a cyber-attack. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to a cyber-attack. If we fail to observe the regulatory guidance, we could be subject to various regulatory sanctions, including financial penalties.

State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations. Recently, several states, notably including California where we conduct substantially all our banking business, have adopted laws and/or regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements. Many such states (including California) have also recently implemented or modified their data breach notification and data privacy requirements, including in California with the adoption of the California Consumer Privacy Act. We expect this trend of state-level activity in those areas to continue, and we continue to monitor relevant legislative and regulatory developments in California where nearly all our customers are located. Failure to comply with the applicable requirements of these laws and failure to protect our customers information could result in enforcement actions and litigation against us, any of which could have a material adverse effect on our business, financial condition or results of operations.

In the ordinary course of business, we rely on electronic communications and information systems to conduct our operations and to store sensitive data. We employ a layered, defensive approach that leverages people, processes and technology to manage and maintain cybersecurity controls. We employ a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats. Notwithstanding the strength of our defensive measures, the threat from cyber-attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures. While to date we have not detected a significant compromise, significant data loss or any material financial losses related to cybersecurity attacks, our systems and those of our customers and third-party service providers are under constant threat and it is possible that we could experience a significant event in the future. Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of Internet banking, mobile banking and other technology-based products and services by us and our customers. See Item 1A. Risk Factors for a further discussion of risks related to cybersecurity.

Future Legislation and Regulation

In addition to legislative changes, the various federal and state financial institution regulatory agencies frequently propose rules and regulations to implement and enforce already existing legislation. It cannot be predicted whether or in what form any such rules or regulations will be enacted or the effect that such regulations may have on American River Bankshares or American River Bank. The Company anticipates that additional regulations would likely increase the Company’s expenses, which may adversely impact the Company’s results of operations, financial condition, future prospects, profitability, and stock price.

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Item 1A. Risk Factors.

The Company and its subsidiary, American River Bank, conduct business in an environment that includes certain risks described below any of which could have a material adverse effect on the Company’s business, results of operations, financial condition, future prospects and stock price. You are also referred to the matters described under the heading “Cautionary Statements Regarding Forward-Looking Statements,” in Part I, Item 1 and Part II, Item 7 of this report on Form 10-K for additional information regarding factors that may affect the Company’s business.

Summary

Our risk factors can be broadly summarized by the following categories:

·Operational Risks
·Regulatory and Litigation Risks
·Market and Industry Risks
·Security Ownership Risks

 

OPERATIONAL RISKS

·The COVID-19 Pandemic.

The COVID-19 pandemic has significantly impacted the State of California and our business. We have already experienced an adverse impact on our business as result of the pandemic. The ultimate impact of the COVID-19 pandemic on our business and financial results 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 in response to the pandemic.

 

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels. We, and many of our clients, have been adversely affected by the COVID-19 pandemic. In addition, the pandemic has resulted in temporary closures of many businesses and the institution of social distancing and sheltering-in-place requirements in many states and communities. Our operations, like those of other financial institutions, are significantly influenced by economic conditions in California, including the strength of the real estate market and construction industry. As a result, the demand for our products and services has been, and may continue to be, adversely impacted.

 

Furthermore, the pandemic could influence the recognition of credit losses in our loan portfolios and increase our allowance for credit losses, particularly as businesses remain closed and as more customers are expected to draw on their lines of credit or seek additional loans to help finance their businesses. For year ended December 31, 2020, we added $1,520,000 to our allowance for loan losses by way of a charge to the provision for loan losses, primarily as a result of the COVID-19 pandemic. Similarly, because of changing economic and market conditions affecting issuers, we may be required to recognize other-than-temporary impairments in future periods on the securities we hold as well as reductions in other comprehensive income. Our business operations may also be disrupted if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic, and we have already temporarily reduced hours at our branches and staff are working remotely. In response to the pandemic, we have implemented loan programs to allow borrowers to defer loan principal and interest payments and are participating in the Paycheck Protection Program under the CARES Act to help provide loans to our business clients to provide them with additional working capital to enable them to retain their employees. The extent to which the COVID-19 pandemic continues to negatively impact our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, 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.

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·Deterioration of economic conditions could adversely affect our business.

Our business and operations, which primarily consist of lending money to customers in the form of loans, borrowing money from customers in the form of deposits and investing in securities, are sensitive to general business and economic conditions in the United States and in Northern California, in particular. If the U.S. or California economy weakens, our growth and profitability from our lending, deposit and investment operations could be constrained or impeded. Uncertainty about the federal fiscal policymaking process, the medium and long-term fiscal outlook of the federal government, and future tax rates is always a concern for businesses, consumers and investors in the United States. In addition, economic conditions in foreign countries, including uncertainty over the stability of the euro currency, could affect the stability of global financial markets, which could hinder U.S. economic growth and affect our business and the businesses of our customers.

The Company’s operating market has begun to show demand for credit products as the continued low rate environment and expectations for economic expansion have increased refinancing as well as new loan activity. However, deterioration in economic conditions locally, regionally or nationally could result in an economic downturn in Northern California with the following consequences, any of which could adversely affect our business:

  · loan delinquencies and defaults may increase;
  · problem assets and foreclosures may increase;
  · demand for loans and other products and services may decline;
  · low cost or noninterest bearing deposits may decrease;
  · collateral for loans may decline in value, in turn reducing clients’ borrowing power, and reducing the value of assets and collateral as sources of repayment of existing loans;
  · foreclosed assets may not be able to be sold;
  · volatile securities market conditions could adversely affect valuations of investment portfolio assets; and
  · reputational risk may increase due to public sentiment regarding the banking industry.

 

  · Nonperforming assets take significant time to resolve and adversely affect our results of operations and financial condition.

At December 31, 2020, we had no nonperforming loans. At December 31, 2020, our nonperforming assets (which include foreclosed real estate and other repossessed assets) to total assets had decreased to 0.09%. While these nonperforming loans and nonperforming assets have decreased since 2008, there is no guarantee that these levels will continue into the future, which could adversely affect our results of operations, financial condition and stock price.

Nonperforming assets adversely affect our net income in various ways. We generally do not record interest income on nonperforming loans or other real estate owned, thereby adversely affecting our income and increasing our loan administration costs. When we take collateral in foreclosures and similar proceedings, we are required to mark the related asset to the then fair market value of the collateral, which may ultimately result in a loss. An increase in the level of nonperforming assets increases our risk profile and may impact the capital levels our regulators believe are appropriate in light of the ensuing risk profile, which could result in a request to reduce our level of nonperforming assets and/or raise additional capital. When we reduce problem assets through loan sales, workouts, restructurings and otherwise, decreases in the value of the underlying collateral, or in these borrowers’ performance or financial condition, whether or not due to economic and market conditions beyond our control, could adversely affect our business, results of operations and financial condition. In addition, the resolution of nonperforming assets requires significant commitments of time from management and our directors, which can be detrimental to the performance of their other responsibilities. We may experience increases in nonperforming assets and the disposition of such nonperforming assets may adversely affect our profitability.

·Our allowance for loan losses may not be adequate to cover actual losses.

Like all financial institutions, the Bank maintains an allowance for loan losses to provide for loan defaults and nonperformance, but its allowance for loan losses may not be adequate to cover actual loan losses. In addition, future provisions for loan losses could materially and adversely affect the Bank’s and therefore our Company’s operating results. The adequacy of the Bank’s allowance for loan losses is based on prior experience, as well as an evaluation of the risks in the current portfolio. The amount of realizable future losses is susceptible to changes in economic, operating and other conditions, including changes in the local and general California real estate market and operating environment, as well as interest rates, employment levels and other economic factors that may be beyond our control, and these losses may exceed current estimates.

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Federal regulatory agencies, as an integral part of the examination process, review the Bank’s allowance for loan losses, as well as management’s policies and procedures for determining the adequacy of the allowance for loan losses. We believe that our allowance for loan losses policies are effective and that our allowance for loan losses is adequate to cover current probable incurred losses. However, the Bank may have to further increase the allowance for loan losses as a result of the effects of deterioration of economic conditions nationally and in the operating markets in which the Bank conducts business and/or as a result of changes in regulation or accounting methodologies.

·Our focus on lending to small to mid-sized community-based businesses may increase our credit risk.

As of December 31, 2020, our largest outstanding commercial business loan and largest outstanding commercial real estate loan amounted to $4.4 million and $8.0 million, respectively. At such date, our commercial real estate loans amounted to $251.3 million, or 59.2% of our total non PPP loan portfolio, and our commercial business loans amounted to $39.0 million, or 9.2% of our total non PPP loan portfolio. Commercial real estate and commercial business loans generally are considered riskier than single-family residential loans because they have larger balances to a single borrower or group of related borrowers. Commercial real estate and commercial business loans involve risks because the borrowers’ ability to repay the loans typically depends primarily on the successful operation of the businesses or the properties securing the loans. Most of the Bank’s commercial real estate and commercial business loans are made to small business or middle market customers who may have a heightened vulnerability to economic conditions. Moreover, a portion of these loans have been made by us in recent years and the borrowers may not have experienced a complete business or economic cycle. Furthermore, the deterioration of our borrowers’ businesses may hinder their ability to repay their loans with us, which could adversely affect our results of operations.

·Our operations are dependent upon key personnel.

Our future prospects are and will remain highly dependent on our directors, executive officers and other key personnel.  From time to time, we have experienced changes in the membership of our board of directors and changes among the personnel serving as our executive officers.  Our success will, to some extent, depend on the continued service of our directors and executive officers, in addition to our ability to continue to attract and retain experienced banking professionals to serve us and the Bank as directors, executive officers and in other key positions.  The unexpected loss of the services of any of these individuals could have a detrimental effect on our business and future operations.

·Technology implementation problems or computer system failures could adversely affect us.

Our future growth prospects will be highly dependent on the ability of the Bank to implement changes in technology that affect the delivery of banking services such as the increased demand for computer access to bank accounts and the availability to perform banking transactions electronically. The Bank’s ability to compete will depend upon its ability to continue to adapt technology on a timely and cost-effective basis to meet such demands. In addition, our business and operations and those of the Bank could be susceptible to adverse effects from computer failures, communication and energy disruption, and activities such as fraud of unethical individuals with the technological ability to cause disruptions or failures of the Bank’s data processing system.

 

·Cybersecurity or datasecurity breaches and failures or other technological difficulties could adversely affect us.

 

We cannot be certain that the continued implementation of safeguards will eliminate the risk of vulnerability to technological difficulties or failures or ensure the absence of a breach of information security, including as a result of cybersecurity breach.  The FDIC cited cybersecurity as a critical challenge facing the financial services industry and stated that the frequency and sophistication of cyber-attacks are increasing. If our information security is compromised or other technology difficulties or failures occur at the Bank or with one of our vendors, information may be lost or misappropriated, services and operations may be interrupted and the Bank could be exposed to claims from its customers as a result. In addition, we could become subject to governmental enforcement actions and litigation (including private party litigation) in the event we experience a data privacy breach or we fail to comply with federal and state data privacy requirements (including the California Consumer Privacy Act) relating to information on our customers and others with whom we do business, the results of which could have a material adverse effect on our business, financial condition, reputation and results of operations.

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·Our controls over financial reporting and related governance procedures may fail or be circumvented.

Management regularly reviews and updates our internal control over financial reporting, disclosure controls and procedures, and corporate governance policies and procedures. We maintain controls and procedures to mitigate risks such as processing system failures or errors and customer or employee fraud, and we maintain insurance coverage for certain of these risks. Any system of controls and procedures, however well designed and operated, is based in part on certain assumptions and provides only reasonable, not absolute, certainty that the objectives of the system will be met. Events could occur which are not prevented or detected by our internal controls, are not insured against, or are in excess of our insurance limits. Any failure or circumvention of our controls and procedures, or failure to comply with regulations related to controls and procedures, could have a material adverse effect on our business.

·If our enterprise risk management framework is not effective at mitigating risk and loss to us, we could suffer unexpected losses and our results of operations could be materially adversely affected.

Our enterprise risk management framework seeks to achieve an appropriate balance between risk and return, which is critical to optimizing shareholder value. We have established processes and procedures intended to identify, measure, monitor, report and analyze the types of risk to which we are subject, including credit, liquidity, operational, regulatory compliance and reputational. However, as with any risk management framework, there are inherent limitations to our risk management strategies as there may exist, or develop in the future, risks that we have not appropriately anticipated or identified. If our risk management framework proves ineffective, we could suffer unexpected losses and our business and results of operations could be materially adversely affected.

·Our modest size makes it more difficult for us to compete.

Our modest size makes it more difficult to compete with other financial institutions which are generally larger and can more easily afford to invest in the marketing and technologies needed to attract and retain customers. Because our principal source of income is the net interest income we earn on our loans and investments after deducting interest paid on deposits and other sources of funds, our ability to generate the revenues needed to cover our expenses and finance such investments is limited by the size of our loan and investment portfolios. Accordingly, we are not always able to offer new products and services as quickly as our competitors. As a smaller institution, we are also disproportionately affected by the continually increasing costs of compliance with new banking and other regulations.

·We face risks related to our operational, technological and organizational infrastructure.

 

Our ability to grow and compete is dependent on our ability to build or acquire the necessary operational and technological infrastructure and to manage the cost of that infrastructure as we expand. Similar to other corporations, operational risk can manifest itself in many ways, such as errors related to failed or inadequate processes, faulty or disabled computer systems, fraud by employees or outside persons and exposure to external events. We are dependent on our operational infrastructure to help manage these risks. In addition, we are heavily dependent on the strength and capability of our technology systems which we use both to interface with our customers and to manage our internal financial records and other systems. Our ability to develop and deliver new products that meet the needs of our existing customers and attract new ones depends on the functionality of our technology systems. Additionally, our ability to run our business in compliance with applicable laws and regulations is dependent on these infrastructures.

We monitor our operational and technological capabilities and make modifications and improvements when we believe it will be cost effective to do so. In some instances, we may build and maintain these capabilities ourselves. Specifically, we provide our own core systems processing and essential web hosting. We also outsource some of these functions to third parties. If we experience difficulties, fail to comply with banking regulations or keep up with increasingly sophisticated technologies, our operations could be interrupted. If an interruption were to continue for a significant period of time, our business, financial condition and results of operations could be adversely affected, perhaps materially. Even if we are able to replace them, it may be at a higher cost to us, which could materially adversely affect our business, financial condition and results of operations.

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·We are dependent upon relationships with various third parties with respect to the operations of American River Bank, and our relationships with such third parties, some of which are material to us, could adversely affect our business.

The Bank has entered into numerous arrangements with third parties with respect to the operations of its business. Upon the expiration of the then-current term, any such agreements may not be renewed by the third party or may be renewed on terms less favorable to the Bank. In some cases, such agreements may permit the third party to unilaterally prescribe certain business practices and procedures with respect to the Bank. To the extent any agreement with a service provider is terminated, we may not be able to secure alternate service providers, and, even if we do, the terms with alternate providers may not be as favorable as those currently in place. In addition, were we to lose any of our significant third-party providers, it could cause a material disruption in our ability to service our customers, which also could have an adverse material impact on us. Moreover, significant disruptions in our ability to provide services could negatively affect the perception of our business, which could result in a loss of confidence and other adverse effects on our business. In addition, if any of our counterparties is unable to or otherwise does not fulfill (or does not timely fulfill) its obligations to us for any reason (including, but not limited to, bankruptcy, computer or other technological interruptions or failures, personnel loss, negative regulatory actions, or acts of God) or engages in fraud or other misconduct during the course of such relationship, we may need to seek alternative third party service providers, or discontinue certain products or programs in their entirety. We may experience situations where we could be held directly or indirectly responsible, or were otherwise subject to liability, for the inability of our third party service providers to perform services for our customers on a timely basis or at all or for actions of third parties undertaken on behalf of the Bank or otherwise in connection with the Bank’s arrangement with such third parties. Any such responsibility or liability in the future may have a material adverse effect on our business, including the operations of the Bank and its divisions, and financial results.

 

·Adherence to our internal policies and procedures by our employees is critical to our performance and how we are perceived by our regulators.

 

Our internal policies and procedures are a critical component of our corporate governance and, in some cases, compliance with applicable regulations. We adopt internal policies and procedures to guide management and employees regarding the operation and conduct of our business. Any deviation or non-adherence to these internal policies and procedures, whether intentional or unintentional, could have a material adverse effect on our management, operations or financial condition.

 

·Existing insurance policies may not adequately protect us and our subsidiaries.

 

Fidelity, business interruption, cybersecurity, and property insurance policies are in place with respect to our operations. Should any event triggering such policies occur, however, it is possible that our policies would not fully reimburse us for the losses we could sustain due to deductible limits, policy limits, coverage limits, or other factors. We generally renew our insurance policies on an annual basis. If the cost of coverage becomes too high, we may need to reduce our policy limits, increase the deductibles or agree to certain exclusions from our coverage in order to reduce the premiums to an acceptable amount.

 

·We must keep pace with technological change to remain competitive and introduce new products and services.

Financial products and services have become increasingly technologically driven. Our ability to meet the needs of our customers competitively and introduce new products in a cost-efficient manner is dependent on the ability to keep pace with technological advances, to invest in new technology as it becomes available, and to obtain and maintain related essential personnel. Many of our competitors have already implemented critical technologies and have greater resources to invest in technology than we do and may be better equipped to market new technologically driven products and services. In addition, we may not have the same ability to rapidly respond to technological innovations as our competitors do. Furthermore, the introduction of new technologies and products by financial technology companies and “fintech” platforms may adversely affect our ability to obtain new customers and successfully grow our business. The ability to keep pace with technological change is important, and the failure to do so, due to cost, proficiency or otherwise, could have a material adverse impact on our business and therefore on our financial condition and results of operations.

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·Our reputation and financial condition may be harmed by system failures, computer viruses and other technological interruptions to our operations.

 

We rely heavily upon information systems and other operating technologies to efficiently operate and manage our business, including to process transactions through the Internet. Were there to be a failure or a significant impairment in the operation of any of such systems, we may need to develop alternative processes, including to comply with customer safeguard protocols, during which time revenues and profitability may be lower, and there can be no assurance that we could develop or find such an alternative on terms acceptable to us or at all. Any such disruption in the information systems and other operating technologies utilized by the Bank including due to infiltration by hackers or other intruders, could also result in negative publicity and have a material adverse effect on our financial condition and results of operations.

 

·We may incur losses due to fraudulent and negligent acts, as well as errors, by third parties or our employees.

 

We may incur losses due to fraudulent or negligent acts, misconduct or errors on the part of third parties with which we do business, our employees and individuals and entities unaffiliated with us, including unauthorized wire and automated clearinghouse transactions, the theft of customer data, customer fraud concerning the value of any relevant collateral, identity theft, the counterfeiting of cards and “skimming” (whereby a skimmer reads a debit card’s encoded mag stripe and a camera records the PIN that is entered by a customer). Additionally, our employees could hide unauthorized activities from us, engage in improper or unauthorized activities on behalf of our customers, or improperly use confidential information. There can be no assurances that the Bank’s program to monitor fraud and other activities will be able to detect all instances of such conduct or that, even if such conduct is detected, we, the Bank, our customers or the third parties with which we do business, including the ATM networks in which the Bank participates, will not be the victims of such activities. Even a single significant instance of fraud, misconduct or other error could result in reputational damage to us, which could reduce the use and acceptance of our cards and other products and services, cause retail distributors or their customers to cease doing business with us or them, or could lead to greater regulation that would increase our compliance costs. Such activities could also result in the imposition of regulatory sanctions, including significant monetary fines, and civil claims which could adversely affect our business, operating results and financial condition.

 

·Future acquisitions and expansion activities may disrupt our business and adversely affect our operating results.

We periodically evaluate potential acquisitions and expansion opportunities. To the extent that we grow through acquisitions, we cannot ensure that we will be able to adequately or profitably manage this growth. Acquiring other banks, branches or other assets, as well as other expansion activities, involves various risks including the risks of incorrectly assessing the credit quality of acquired assets, encountering greater than expected costs of incorporating acquired banks or branches into the Bank, executing cost savings measures, and being unable to profitably deploy funds in an acquisition.

REGULATORY AND LITIGATION RISKS

 

  · We may take title to real estate that exposes us to the risk of environmental liabilities.

 

Our loan portfolio may include loans secured by real estate which could be subject to environmental liabilities. In the event that we foreclose upon and take title to such real estate, we may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or we may be required to investigate or clean-up hazardous or toxic substances, or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. If we become subject to significant environmental liabilities, our business, financial condition, results of operations and cash flows could be materially adversely affected.

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  · We are subject to extensive governmental regulation, which could adversely affect our business.

 

Our operations are subject to extensive regulation by federal, state and local governmental authorities and are subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of our operations. Because our business is highly regulated, the laws, rules and regulations applicable to us are subject to regular modification and change.

The Dodd-Frank Act, among other things, imposed new capital requirements on bank holding companies; changed the base for FDIC insurance assessments to a bank’s average consolidated total assets minus average tangible equity, rather than upon its deposit base; permanently raised the current standard deposit insurance limit to $250,000; and expanded the FDIC’s authority to raise insurance premiums. The Dodd-Frank Act also established the Consumer Financial Protection Bureau as an independent entity within the Federal Reserve Board (FRB), which has broad rulemaking, supervisory and enforcement authority over consumer financial products and services, including deposit products, residential mortgages, home-equity loans and credit cards and contains provisions on mortgage-related matters, such as steering incentives, determinations as to a borrower’s ability to repay and prepayment penalties. Although the applicability of certain elements of the Dodd-Frank Act is limited to institutions with more than $10 billion in assets, there can be no guarantee that such applicability will not be extended in the future or that regulators or other third parties will not seek to impose such requirements on institutions with less than $10 billion in assets, such as the Company. Compliance with the Dodd-Frank Act and its implementing regulations has and will continue to result in additional operating and compliance costs that could have a material adverse effect on our business, financial condition, results of operations and growth prospects. Failure to comply with the Dodd-Frank Act and any other federal, state and local governmental regulation could also result in financial penalties and regulatory enforcement actions which could limit or restrict our ability to conduct our operations, require us to raise capital, increase our compliance costs and expose us to reputational risk.

In addition, new proposals for legislation continue to be introduced in the U.S. Congress and in California that could further substantially increase regulation of the bank and non-bank financial services industries and impose restrictions on the operations and general ability of firms within the industry to conduct business consistent with historical practices. Federal regulatory agencies also frequently adopt changes to their regulations or change the manner in which existing regulations are applied. Certain aspects of current or proposed regulatory or legislative changes to laws applicable to the financial industry, if enacted or adopted, may impact the profitability of our business activities, require more oversight or change certain of our business practices, including the ability to offer products, obtain financing, attract deposits, make loans and achieve satisfactory interest spreads and could expose us to additional costs, including increased compliance costs. These changes also may require us to invest significant management attention and resources to make any necessary changes to operations to comply and could have a material adverse effect on our business, financial condition and results of operations.

·Governmental fiscal and monetary policies may affect our business and are beyond our control.

The business of banking is affected significantly by the fiscal and monetary policies of the federal government and its agencies. Such policies are beyond our control. We are particularly affected by the policies established by the Federal Reserve Board in relation to the supply of money and credit in the United States. The instruments of monetary policy available to the Federal Reserve Board can be used in varying degrees and combinations to directly affect the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits, and this can and does have a material adverse effect on our business. Any deterioration of economic conditions could result in further intervention and legislation beyond our control. Such deterioration could also limit our access to capital or sources of liquidity in amounts and at times necessary to conduct operations in compliance with applicable regulatory requirements.

 

·The effects of legislation in response to credit conditions may adversely affect us.

 

Legislation that has or may be passed at the federal level and/or by the State of California in response to conditions affecting credit markets could cause us to experience higher credit losses if such legislation reduces the amount that the Bank’s borrowers are otherwise contractually required to pay under existing loan contracts. Such legislation could also result in the imposition of limitations upon the Bank’s ability to foreclose on property or other collateral or make foreclosure less economically feasible. Such events could result in increased loan losses and require a material increase in the allowance for loan losses.

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·The effects of changes to FDIC insurance coverage limits and assessments are uncertain and increased premiums may adversely affect us.

 

FDIC insurance premium assessments are uncertain and increased premium assessments may adversely affect our earnings. The FDIC charges insured financial institutions premiums to maintain the Deposit Insurance Fund (the “DIF”). Bank failures increased significantly during the economic downturn causing the FDIC to take control of failed institutions and guarantee payment from the DIF up to the insured limit for deposits held at such failed institutions. Any deterioration of economic conditions may cause losses which require premium increases to replenish the DIF.

 

·Changes in accounting standards could materially impact our financial statements.

From time to time, the Financial Accounting Standards Board (“FASB”) or the SEC may change the financial accounting and reporting standards that govern the preparation of our financial statements. Such changes may result in us being subject to new or changing accounting and reporting standards. In addition, the bodies that interpret the accounting standards (such as banking regulators, outside auditors or management) may change their interpretations or positions on how these standards should be applied. These changes may be beyond our control, can be hard to predict, and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retrospectively, or apply an existing standard differently, also retrospectively, in each case resulting in our needing to revise or restate prior period financial statements.

·We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.

The Bank Secrecy Act, the Patriot Act and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and to file timely reports such as suspicious activity reports and currency transaction reports. We are required to comply with these and other anti-money laundering requirements. The federal banking agencies and Financial Crimes Enforcement Network are authorized to impose significant civil money penalties for violations of those requirements and have recently engaged in coordinated enforcement efforts against banks and other financial services providers with the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan.

Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of these results could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

·We are subject to the CRA and fair lending laws, and failure to comply with these laws could lead to material penalties.

The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The Consumer Financial Protection Bureau, the United States Department of Justice and other federal agencies are responsible for enforcing these laws and regulations. A successful challenge to an institution’s performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on mergers and acquisitions activity and restrictions on expansion activity. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation.

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·Federal regulators periodically examine our business, and we may be required to remediate adverse examination findings.

The FDIC and DFPI periodically examine our business, including our compliance with laws and regulations. If, as a result of an examination, a federal banking agency were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, interest rate risk and liquidity or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, it may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil monetary penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance and place us into receivership or conservatorship. If we become subject to any regulatory actions, including memorandums of understanding or cease and desist orders, it could have a material adverse effect on our business, results of operations, financial condition and growth prospects.

 

·As a result of the Dodd-Frank Act and recent rulemaking, we are subject to more stringent capital requirements.

 

In July 2013, the U.S. federal banking authorities approved new regulatory capital rules implementing the Basel III regulatory capital reforms effecting certain changes required by the Dodd-Frank Act. The failure to meet applicable regulatory capital requirements could result in one or more of our regulators placing limitations or conditions on our activities, including our growth initiatives, or restricting the commencement of new activities, and could materially adversely affect customer and investor confidence, our costs of funds and FDIC insurance costs, our ability to pay dividends on our common stock, our ability to make acquisitions, and our business, results of operations and financial conditions, generally.

 

·The FASB has recently issued an accounting standard update that will result in a significant change in how we provide for credit losses and may have a material impact on our financial condition or results of operations.

In June 2016, the FASB issued an accounting standard update, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the current “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the Current Expected Credit Loss (“CECL”) model. Under the CECL model, we will be required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the “incurred loss” model required under GAAP, which delays recognition until it is probable a loss has been incurred. Accordingly, we expect that the adoption of the CECL model will materially affect how we determine our allowance for loan losses and could require us to significantly increase our allowance. Moreover, the CECL model may create more volatility in the level of our allowance for loan losses. If we are required to materially increase our level of allowance for loan losses for any reason, such increase could adversely affect our business, financial condition and results of operations.

The new CECL standard will become effective for us for the fiscal year beginning January 1, 2023 and for interim periods thereafter. We are currently evaluating the impact the CECL model will have on our accounting, but we expect to recognize a one-time cumulative-effect adjustment to our allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, consistent with regulatory expectations set forth in interagency guidance issued at the end of 2016. The one-time cumulative effect adjustment to allowance for loan losses will be offset by a charge to retained earnings and therefore reduce equity capital. We have not yet determined the magnitude of any such one-time cumulative adjustment or of the overall impact of the new standard on our financial condition or results of operations.

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·Anti-takeover provisions in our articles of incorporation and bylaws and California law could make a third party acquisition of us difficult.

Our articles of incorporation and bylaws contain provisions that could make it more difficult for a third party to acquire us (even if doing so would be beneficial to our shareholders) and for holders of our common stock to receive any related takeover premium for their common stock, including advance notice procedures for shareholder proposals and the authorization of 10,000,000 shares of blank-check preferred stock. We are also subject to certain provisions of California law and federal law that would delay, deter or prevent a change in control of the Company. These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock.

MARKET AND INDUSTRY RISKS

 

·Tightening of credit markets and liquidity risk could adversely affect our business, financial condition and results of operations.

A tightening of the credit markets or any inability to obtain adequate funds for asset growth at an acceptable cost could adversely affect our asset growth and liquidity position and, therefore, our earnings capability. In addition to core deposit growth, maturity of investment securities and loan payments, we also rely on alternative funding sources including unsecured borrowing lines with correspondent banks, secured borrowing lines with the Federal Home Loan Bank of San Francisco and the Federal Reserve Bank of San Francisco, and public time certificates of deposits. Our ability to access these sources could be impaired by deterioration in our financial condition as well as factors that are not specific to us, such as a disruption in the financial markets or negative views and expectations for the financial services industry or serious dislocation in the general credit markets. In the event such a disruption should occur, our ability to access these sources could be adversely affected, both as to price and availability, which would limit or potentially raise the cost of the funds available to us.

·We have a concentration risk in real estate related loans.

At December 31, 2020, $350.8 million, or 82.6% of our total non PPP loan portfolio, consisted of real estate related loans. Of that amount, $251.3 million, or 71.6%, consisted of commercial real estate, $18.4 million, or 5.3% consisted of commercial and residential construction loans (including land acquisition and development loans) and $81.1 million, or 23.1%, consisted of residential mortgages and residential multi-family real estate. The majority of our real property collateral is located in our operating markets in Northern California. If there is a substantial decline in commercial and residential real estate values in our primary operating markets as a result of any deterioration in economic conditions or other events including natural disasters such as earthquakes, droughts, floods, fires, and similar adverse weather occurrences. Such a decline in values could have an adverse impact on us by limiting repayment of defaulted loans through sale of commercial and residential real estate collateral and by a likely increase in the number of defaulted loans to the extent that the financial condition of our borrowers is adversely affected by such a decline in values.

 

Our business is subject to interest rate risk, and variations in interest rates may negatively affect our financial performance.

Changes in the interest rate environment may reduce our net interest income. It is expected that we will continue to realize income from the differential or “margin” between the interest earned on loans, securities and other interest-earning assets, and interest paid on deposits, borrowings and other interest-bearing liabilities. Net interest margins are affected by the difference between the maturities and repricing characteristics of interest-earning assets and interest-bearing liabilities. In addition, loan volume and yields are affected by market interest rates on loans, and rising interest rates generally are associated with a lower volume of loan originations. We may be unable to minimize our interest rate risk. In addition, an increase in the general level of interest rates may adversely affect the ability of certain borrowers to pay the interest on and principal of their obligations. Accordingly, changes in levels of market interest rates could materially and adversely affect our net interest margin, asset quality, and loan origination volume.

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The Bank faces strong competition from banks, financial service companies and other companies that offer banking services, which could adversely affect our business.

Increased competition in our market areas may result in reduced loans and deposits or the rates charged or paid on these instruments and adversely affect our net interest margin. Ultimately, we may not be able to compete successfully against current and future competitors. Many competitors offer similar banking services compared to those that are offered by the Bank. These competitors include national and super-regional banks, finance companies, investment banking and brokerage firms, credit unions, fintech companies, government-assisted farm credit programs, other community banks and technology-oriented financial institutions offering online services. In particular, the Bank’s competitors include several major financial companies whose greater resources may afford them a marketplace advantage by enabling them to maintain numerous banking locations and mount extensive promotional and advertising campaigns. Additionally, banks and other financial institutions with larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits than we do and are thereby better able to serve the credit needs of larger customers. Areas of competition include interest rates for loans and deposits, efforts to obtain loans and deposits, as well as the range and quality of products and services provided, including new technology-driven products and services. Technological innovation continues to contribute to greater competition in domestic and international financial services markets as technological advances, such as Internet-based banking services that cross traditional geographic bounds, enable more companies to provide financial services. If the Bank is unable to attract and retain banking customers, we may be unable to maintain our historical levels of loans and deposits or our net interest margin, which would have a material adverse effect on our business and financial condition.

 

·We may not be successful in raising additional capital needed in the future.

If additional equity or debt capital is needed in the future as a result of losses, our business strategy (including any acquisitions we may make) or regulatory requirements, our efforts to raise such additional capital may be unsuccessful or common shares sold in the future may be sold at prices or on terms that are not equal to or better than the current market price.  The inability to raise additional capital when needed or at prices and terms acceptable to us could adversely affect our ability to implement our business strategy or meet regulatory requirements.

·In the future we may be required to recognize impairment with respect to investment securities, including the FHLB stock we hold.

Our securities portfolio currently includes securities with unrecognized losses.  We may continue to observe declines in the fair market value of these securities.  We evaluate the securities portfolio for any other than temporary impairment each reporting period, as required by generally accepted accounting principles, and as of December 31, 2020, we did not recognize any securities as other than temporarily impaired.  Future evaluations of the securities portfolio may require us to recognize an impairment charge with respect to these and other holdings. In addition, as a condition to membership in the Federal Home Loan Bank of San Francisco (the “FHLB”), we are required to purchase and hold a certain amount of FHLB stock. Our stock purchase requirement is based, in part, upon the outstanding principal balance of advances from the FHLB. At December 31, 2020, we held stock in the FHLB totaling $4.2 million. The FHLB stock held by us is carried at cost and is subject to recoverability testing under applicable accounting standards. The FHLB currently distributes cash dividends on its shares, however, past dividend paying practices are not a guarantee of future dividends. To date, we have not recognized any impairment charges related to our FHLB stock holdings. Any future negative changes to the financial condition of the FHLB may require us to recognize an impairment charge with respect to such holdings.

·If the goodwill we have recorded in connection with our acquisition of Bank of Amador or any future acquisitions we could make becomes impaired, it could have an adverse impact on our earnings and capital.

At December 31, 2020, we had approximately $16.3 million of goodwill on our balance sheet attributable to our merger with Bank of Amador in December 2004. In accordance with accounting principles generally accepted in the United States of America, our goodwill is not amortized but rather evaluated for impairment on an annual basis or more frequently if events or circumstances indicate that a potential impairment exists. Such evaluation is based on a variety of factors, including the quoted price of our common stock, market prices of the common stock of other banking organizations, common stock trading multiples, discounted cash flows, and data from comparable acquisitions. Future evaluations of goodwill may result in findings of impairment and write-downs, which could have a material adverse effect on our financial condition and results of operations.

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·The effects of terrorism and other events beyond our control, including natural disasters and pandemic disease or viruses, may adversely affect our customers and our results of operations.

 

The terrorist actions on September 11, 2001 and thereafter, as well as the military conflicts in the Middle East, have had significant adverse effects upon the United States economy. Whether terrorist activities in the future and the actions of the United States and its allies in combating terrorism on a worldwide basis will adversely impact us and the extent of such impact is uncertain. Similar events beyond our control including, but not limited to, financial and economic instability and governmental actions in response, natural disasters such as earthquakes, droughts, floods, fires, and similar adverse weather occurrences, disruption of power and energy supplies and communications equipment such as telephones, cellular phones, computers, and other forms of electronic equipment or media, and widespread, adverse public health occurrences including pandemic disease or viruses, may adversely affect our future results of operations by, among other things, disrupting the conduct of our operations and those of our customers, which could result in a reduction in the demand for loans and other products and services offered by the Bank, increase nonperforming loans and the amounts reserved for loan losses, or cause significant declines in our level of deposits.

 

SECURITY OWNERSHIP RISKS

 

·We may raise additional capital, which could have a dilutive effect on the existing holders of our common stock and adversely affect the market price of our common stock.

Our articles of incorporation, as amended, provide the authority to issue without further shareholder approval, 20,000,000 shares of common stock, no par value per share, of which 5,937,529 shares were issued and outstanding at December 31, 2020. In addition, employees and directors of the Company had outstanding options to purchase 29,958 shares of common stock and 250,000 shares of common stock remained available for awards under our equity incentive plans.

We are not restricted from issuing additional shares of common stock or securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. We frequently evaluate opportunities to access the capital markets taking into account our regulatory capital ratios, financial condition and other relevant considerations, and subject to market conditions, we may take further capital actions. Such actions could include, among other things, the issuance of additional shares of common stock in public or private transactions in order to further increase our capital levels above the requirements for a well-capitalized institution established by the federal bank regulatory agencies as well as other regulatory targets or in connection with any acquisitions we may make.

The issuance of any additional shares of common stock or securities convertible into or exchangeable for common stock or that represent the right to receive common stock, or the exercise of such securities including, without limitation, securities issued upon exercise of outstanding equity awards under our 2020 or 2010 Equity Incentive Plans (or any future equity incentive plans we may adopt), could be substantially dilutive to shareholders of our common stock.  Holders of our shares of common stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.  The market price of our common stock could decline as a result of sales of shares of our common stock or the perception that such sales could occur.

·Our common stock is subordinate to our existing and future indebtedness and preferred stock.

Shares of our common stock are equity interests and do not constitute indebtedness. As such, our common stock ranks junior to all our customer deposits and indebtedness, whether now existing or hereafter incurred, and other non-equity claims on us, with respect to assets available to satisfy claims. Additionally, holders of common stock are subject to the prior liquidation rights of the holders of any debt we may issue in the future and may be subject to the prior dividend and liquidation rights of any series of preferred stock we may issue in the future.

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·The price of our common stock may fluctuate significantly, and this may make it difficult for shareholders to resell shares of common stock they own at times or at prices they find attractive.

The stock market and, in particular, the market for financial institution stocks, has experienced significant volatility. In some cases, the markets have produced downward pressure on stock prices for certain issuers without regard to those issuers’ underlying financial strength. As a result, the trading volume in our common stock may fluctuate more than usual and cause significant price variations to occur. This may make it difficult for shareholders to resell shares of common stock they own at times or at prices they find attractive. The low trading volume in our common shares on the NASDAQ Global Select Market means that our shares may have less liquidity than other publicly traded companies. We cannot ensure that the volume of trading in our common shares will be maintained or will increase in the future.

The trading price of the shares of our common stock will depend on many factors, which may change from time to time and which may be beyond our control, including, without limitation, our financial condition, performance, creditworthiness and prospects, future sales or offerings of our equity or equity related securities, and other factors identified above in the forward-looking statement discussion in Part I, Item 1 of this Annual Report on Form 10-K under the heading “Cautionary Statements Regarding Forward-Looking Statements” and below. These broad market fluctuations have adversely affected and may continue to adversely affect the market price of our common stock. Among the factors that could affect our stock price are:

  · actual or anticipated quarterly fluctuations in our operating results and financial condition;
  · changes in financial estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our common stock or those of other financial institutions;
  · failure to meet analysts’ revenue or earnings estimates;
  · speculation in the press or investment community generally or relating to our reputation, our market area, our competitors or the financial services industry in general;
  · strategic actions by us or our competitors, such as acquisitions, restructurings, dispositions or financings;
  · actions by our current shareholders, including sales of common stock by existing shareholders and/or directors and executive officers;
  · fluctuations in the stock price and operating results of our competitors;
  · future sales of our equity, equity-related or debt securities;
  · changes in the frequency or amount of dividends or share repurchases;
  · proposed or adopted regulatory changes or developments;
  · anticipated or pending investigations, proceedings, or litigation that involves or affects us;
  · trading activities in our common stock, including short-selling;
  · domestic and international economic factors unrelated to our performance; and
  · general U.S. and international market conditions and, in particular, developments related to market conditions for the financial services industry.

 

A significant decline in our stock price could result in substantial losses for our shareholders.

·We may be unable or choose not to pay cash dividends in the foreseeable future.

Our ability to pay dividends on our common stock depends on a variety of factors. The Company relies on distributions from the Bank in the form of cash dividends in order to pay cash dividends to our shareholders. Cash dividends may or may not be paid in the future since they are subject to regulatory restrictions and to evaluation by our Board of Directors of financial factors including, but not limited to, our earnings, financial condition and capital requirements.

Item 1B. Unresolved Staff Comments.

 

None.

 

Item 2.Properties.

The Company and American River Bank lease nine and own two of their respective premises. The leases expire on various dates through 2031 and generally contain renewal option periods for periods ranging from three to five years. For additional information relating to lease rental expense and commitments as of December 31, 2020, see Note 12 to the Consolidated Financial Statements under “Part II, Item 8. Financial Statements and Supplementary Data.”

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Item 3.Legal Proceedings.

There are no material legal proceedings adverse to the Company and its subsidiaries to which any director, officer, affiliate of the Company, or 5% shareholder of the Company or its subsidiaries, or any associate of any such director, officer, affiliate or 5% shareholder of the Company or its subsidiaries are a party, and none of the above persons has a material interest adverse to the Company or its subsidiaries.

From time to time, the Company and/or its subsidiaries may be a party to claims and legal proceedings arising in the ordinary course of business. The Company’s management is not aware of any pending legal proceedings to which either it or its subsidiaries may be a party or has recently been a party, which will have a material adverse effect on the financial condition or results of operations of the Company or its subsidiaries.

Item 4.Mine Safety Disclosures.

Not applicable.

PART II

 

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market Information

The Company’s common stock began trading on the NASDAQ National Stock Market (“Nasdaq”) under the symbol “AMRB” on October 26, 2000. Effective July 3, 2006, the Company’s common stock became listed and traded on the Nasdaq Global Select Market. The closing price for the Company’s common stock on March 16, 2021 was $14.78.

 

Holders

As of March 9, 2021, there were approximately 2,471 shareholders of record of the Company’s common stock.

Dividends

During 2019, the Company paid four cash dividends in the aggregate amount of $0.24 per common share and during 2020 the Company paid four cash dividends in the aggregate amount of $0.28 per common share. The Company relies on distributions from the Bank in the form of cash dividends in order to pay cash dividends to our shareholders. We cannot provide any assurance as to whether any dividends will continue to be paid in the future since they are subject to regulatory and statutory restrictions and the evaluation by the Company’s Board of Directors of financial factors including, but not limited to earnings, financial condition and capital requirements of the Company and its subsidiaries.

As a California corporation, the Company’s ability to pay cash dividends is subject to restrictions set forth in the California General Corporation Law (the “Corporation Law”). The Corporation Law provides that neither a corporation nor any of its subsidiaries shall make a distribution to the corporation’s shareholders unless the board of directors has determined in good faith either of the following: (1) the amount of retained earnings of the corporation immediately prior to the distribution equals or exceeds the sum of (A) the amount of the proposed distribution plus (B) the preferential dividends arrears amount; or (2) immediately after the distribution, the value of the corporation’s assets would equal or exceed the sum of its total liabilities plus the preferential rights amount. The good faith determination of the board of directors may be based upon (1) financial statements prepared on the basis of reasonable accounting practices and principles, (2) a fair valuation, or (3) any other method reasonable under the circumstances; provided, that a distribution may not be made if the corporation or subsidiary making the distribution is, or is likely to be, unable to meet its liabilities (except those whose payment is otherwise adequately provided for) as they mature.

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The Board of Governors generally prohibits a bank holding company from declaring or paying a cash dividend which would impose undue pressure on the capital of subsidiary banks or would be funded only through borrowing or other arrangements that might adversely affect a bank holding company’s financial position. The Board of Governors’ policy is that a bank holding company should not continue its existing rate of cash dividends on its common stock unless its net income available to shareholder for the past four quarters, net of dividends previously paid during that period, is sufficient to fully fund the dividend, and its prospective rate of earnings retention appears consistent with its capital needs and overall current and prospective financial condition.

 

The payment of cash dividends by American River Bank is subject to restrictions set forth in the California Financial Code (the “Financial Code”). The Financial Code provides that a bank may not make a cash distribution to its shareholders in excess of the lesser of (a) the bank’s retained earnings; or (b) the bank’s net income for its last three fiscal years, less the amount of any distributions made by the bank or by any majority-owned subsidiary of the bank to the shareholders of the bank during such period. However, a bank may, with the approval of the Commissioner, make a distribution to its shareholders in an amount not exceeding the greater of (a) its retained earnings; (b) its net income for its last fiscal year; or (c) its net income for its current fiscal year. In the event that the Commissioner determines that the shareholders’ equity of a bank is inadequate or that the making of a distribution by the bank would be unsafe or unsound, the Commissioner may order the bank to refrain from making a proposed distribution.

The FDIC may also restrict the payment of dividends by a subsidiary bank if such payment would be deemed unsafe or unsound or if after the payment of such dividends, the bank would be included in one of the “undercapitalized” categories for capital adequacy purposes pursuant to the FDIC Improvement Act of 1991.

Stock Repurchases

During 2020 and 2019, the Company did not have a stock repurchase program and no shares were repurchased.

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Item 6.Selected Financial Data.

 

FINANCIAL SUMMARY-The following table presents certain consolidated financial information concerning the business of the Company and its subsidiaries. This information should be read in conjunction with the Consolidated Financial Statements, the notes thereto, and Management’s Discussion and Analysis included in this report.

As of and for the Years Ended December 31,

(In thousands, except per share amounts and ratios)

   2020   2019   2018   2017   2016 
Operations Data:                         
Net interest income  $26,318   $23,209   $20,646   $19,353   $20,243 
Provision for loan losses   1,520    660    175    450    (1,344)
Noninterest income   1,526    1,688    1,513    1,596    2,045 
Noninterest expenses   16,713    16,846    15,510    14,049    13,836 
Income before income taxes   9,611    7,391    6,474    6,450    9,796 
Income tax expense   2,556    1,891    1,574    3,252    3,392 
Net income  $7,055   $5,500   $4,900   $3,198   $6,404 
                          
Share Data:                         
Earnings per share – basic  $1.20   $0.94   $0.83   $0.50   $0.95 
Earnings per share – diluted  $1.20   $0.94   $0.83   $0.50   $0.94 
Cash dividends per share (1)  $0.28   $0.24   $0.20   $0.20   $0.00 
Book value per share  $15.68   $14.06   $12.75   $12.54   $12.59 
Tangible book value per share  $12.93   $11.29   $9.97   $9.88   $10.14 
                          
Balance Sheet Data:                         
Assets  $868,991   $720,353   $688,092   $655,622   $651,450 
Loans, net   471,853    393,802    318,516    308,713    324,086 
Deposits   744,177    604,837    590,674    556,080    544,806 
Shareholders’ equity   93,095    82,909    74,721    76,921    83,850 
                          
Financial Ratios:                         
Return on average equity   7.94%   6.92%   6.77%   3.91%   7.60%
Return on average tangible equity   9.73%   8.71%   8.74%   4.88%   9.43%
Return on average assets   0.86%   0.78%   0.72%   0.49%   1.00%
Efficiency ratio (2)   59.54%   67.09%   69.35%   65.84%   60.81%
Net interest margin (2)   3.52%   3.60%   3.41%   3.39%   3.62%
Net loans to deposits   63.41%   65.11%   53.92%   55.52%   59.49%
Net charge-offs (recoveries) to average loans   0.01%   (0.02)%   0.08%   0.25%   (0.39)%
Nonperforming loans to total loans (3)   0.00%   0.00%   0.01%   0.60%   0.01%
Allowance for loan losses to total loans   1.39%   1.29%   1.36%   1.43%   1.47%
Average equity to average assets   10.83%   11.30%   10.62%   12.53%   13.20%
Dividend payout ratio (1)   23%   26%   24%   40%   0%
                          
Capital Ratios:                         
Leverage capital ratio   8.29%   9.16%   8.94%   9.45%   10.50%
Tier 1 risk-based capital ratio   14.96%   14.77%   16.11%   18.08%   19.02%
Total risk-based capital ratio   16.21%   15.94%   17.29%   19.34%   20.27%
(1)On January 25, 2017, the Company reinstated the payment of quarterly cash dividends.
(2)Fully taxable equivalent.
(3)Nonperforming loans consist of loans past due 90 days or more and still accruing and nonaccrual loans.
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Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This discussion should be read in conjunction with “Item 1. Business-Cautionary Statements Regarding Forward-Looking Statements,” “Item 1A. Risk Factors,” and “Item 8. Financial Statements and Supplementary Data” of this report.

Use of Non-GAAP Financial Measures

This Annual Report on Form 10-K (“Form 10K”) contains certain non-GAAP (Generally Accepted Accounting Principles) financial measures in addition to results presented in accordance with GAAP.  These measures include tangible book value and taxable equivalent basis used in the computation of the net interest margin and efficiency ratio. Management has presented these non-GAAP financial measures in this Form 10K because it believes that they provide useful and comparative information to assess trends in the Company’s financial position reflected in the results and facilitate comparison of our performance with the performance of our peers.

 

Tangible Equity (non-GAAP financial measures)

 

Tangible common stockholders’ equity (tangible book value) excludes goodwill and other intangible assets.  The Company believes the exclusion of goodwill and other intangible assets to create “tangible equity” facilitates the comparison of results for ongoing business operations.  The Company’s management internally assesses its performance based, in part, on these non-GAAP financial measures. The following table sets forth a reconciliation of total shareholders’ equity to tangible shareholder’s equity for the periods presented.

 

Reconciliation to Tangible Common Shareholders’ Equity:

 

   December 31, 
   2020   2019   2018 
   (dollars in thousands) 
Total shareholders’ equity  $93,095   $82,909   $74,721 
Less:               
Other intangible assets (goodwill)   (16,321)   (16,321)   (16,321)
Tangible common shareholders’ equity  $76,774   $66,588   $58,400 

 

Net Interest Margin and Efficiency Ratio (non-GAAP financial measures)

In accordance with industry standards, certain designated net interest income amounts are presented on a taxable equivalent basis, including the calculation of net interest margin and the efficiency ratio.  The Company believes the presentation of net interest margin on a taxable equivalent basis using a 21% effective tax rate allows comparability of net interest margin with industry peers by eliminating the effect of the differences in portfolios attributable to the proportion represented by both taxable and tax-exempt loans and investments. The efficiency ratio is a measure of a banking company’s overhead as a percentage of its revenue. The Company derives this ratio by dividing total noninterest expense by the sum of the taxable equivalent net interest income and the total noninterest income.

 

Reconciliation of Annualized Net Interest Margin, Fully Tax Equivalent (non-GAAP)

 

(dollars in thousands)  December 31, 
   2020   2019   2018 
Net interest income (GAAP)  $26,318   $23,209   $20,646 
Tax equivalent adjustment   226    214    207 
Net interest income - tax equivalent adjusted (non-GAAP)  $26,544   $23,423   $20,853 
                
Average earning assets  $754,705   $650,627   $611,696 
Net interest margin (GAAP)   3.49%   3.57%   3.38%
Net interest margin (non-GAAP)   3.52%   3.60%   3.41%

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Reconciliation of Non-GAAP Measure – Efficiency Ratio

 

(dollars in thousands)  December 31, 
   2020   2019   2018 
Net interest income (GAAP)  $26,318   $23,209   $20,646 
Tax equivalent adjustment   226    214    207 
Net interest income – tax-equivalent adjusted (non-GAAP)  $26,544   $23,423   $20,853 
Noninterest income   1,526    1,688    1,513 
Total income   28,070    25,111    22,366 
Total noninterest expense   16,713    16,846    15,510 
Efficiency ratio, fully tax-equivalent (non-GAAP)   59.54%   67.09%   69.35%

 

Critical Accounting Policies

 

General

 

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The financial information contained within our statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. We use historical loss data and the economic environment as factors, among others, in determining the inherent loss that may be present in our loan portfolio. Actual losses could differ significantly from the factors that we use. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of our transactions would be the same, the timing of events that would impact our transactions could change.

 

Allowance for Loan Losses

 

The allowance for loan losses is an estimate of probable credit losses inherent in the Company’s credit portfolio that have been incurred as of the balance-sheet date. The allowance is based on two basic principles of accounting: (1) “Accounting for Contingencies,” which requires that losses be accrued when it is probable that a loss has occurred at the balance sheet date and such loss can be reasonably estimated; and (2) the “Receivables” topic, which requires that losses be accrued on impaired loans based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.

 

The allowance for loan losses is determined based upon estimates that can and do change when the actual risk, loss events, or changes in other factors, occur. The analysis of the allowance uses a historical loss view as an indicator of future losses and as a result could differ from the actual losses incurred in the future. Although management believes the allowance to be adequate, ultimate losses may vary from its estimates. At least quarterly, the Board of Directors reviews the adequacy of the allowance, including consideration of the relative risks in the portfolio, current economic conditions and other factors. If the Board of Directors and management determine that changes are warranted based on those reviews, the allowance is adjusted. For further information regarding our allowance for loan losses, see “Allowance for Loan Losses Activity.”

 

Overview

 

The Company recorded net income in 2020 of $7,055,000, an increase of $1,555,000 (28.3%) from $5,500,000 in 2019. Diluted earnings per share were $1.20 for 2020 and $0.94 for 2019. For 2020, the Company realized a return on average equity of 7.94% and a return on average assets of 0.86%, compared to 6.92% and 0.78%, respectively, in 2019.

 

Net income for 2019 increased $600,000 (12.2%) from $4,900,000 in 2018. Diluted earnings per share for 2018 were $0.83. For 2018, the Company realized a return on average equity of 6.77% and return on average assets of 0.72%. Table One below provides a summary of the components of net income for the years indicated (dollars in thousands):

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Table One: Components of Net Income

   2020   2019   2018 
Interest income*  $28,126   $25,884   $22,449 
Interest expense   (1,582)   (2,461)   (1,596)
Net interest income*   26,544    23,423    20,853 
Provision for loan losses   (1,520)   (660)   (175)
Noninterest income   1,526    1,688    1,513 
Noninterest expense   (16,713)   (16,846)   (15,510)
Provision for income taxes   (2,556)   (1,891)   (1,574)
Tax equivalent adjustment   (226)   (214)   (207)
Net income  $7,055   $5,500   $4,900 
                
Average total assets  $820,587   $703,205   $681,630 
Net income as a percentage of average total assets   0.86%   0.78%   0.72%

* Fully taxable equivalent basis (FTE)

 

During 2020, total assets of the Company increased $148,638,000 (20.6%) from $720,353,000 at December 31, 2019 to $868,991,000 at December 31, 2020. At December 31, 2020, loans totaled $480,278,000, an increase of $80,617,000 (20.2%) from the ending balance of $399,661,000 at December 31, 2019. Deposits increased $139,340,000 or 23.0% from $604,837,000 at December 31, 2019 to $744,177,000 at December 31, 2020. Shareholders’ equity increased $10,186,000 or 12.3% from $82,909,000 at December 31, 2019 to $93,095,000 at December 31, 2020. The Company ended 2020 with a leverage capital ratio of 8.3% and a total risk-based capital ratio of 16.2% compared to a leverage capital ratio of 9.2% and a total risk-based capital ratio of 15.9% at the end of 2019.

 

Results of Operations

Net Interest Income and Net Interest Margin

Net interest income represents the excess of interest and fees earned on interest earning assets (loans, securities, Federal funds sold and interest-bearing deposits in other banks) over the interest paid on deposits and borrowed funds. Net interest margin is net interest income expressed as a percentage of average earning assets.

 

The Company’s fully taxable equivalent net interest margin was 3.52% in 2020, 3.60% in 2019, and 3.41% in 2018. The fully taxable equivalent net interest income increased $3,121,000 (13.3%), from $23,423,000 in 2019 to $26,544,000 in 2020. The fully taxable equivalent net interest income increased $2,570,000 (12.3%), from $20,853,000 in 2018 to $23,423,000 in 2019.

 

The fully taxable equivalent interest income component increased $2,242,000 (8.7%) from $25,884,000 in 2019 to $28,126,000 in 2020. The increase in the fully taxable equivalent interest income for 2020 compared to the same period in 2019 is comprised of two components - rate (down $2,312,000) and volume (up $4,554,000). The primary driver in this rate decrease was a decrease in the yields on loans which decreased from 4.95% in 2019 to 4.80% in 2020, on the investment portfolio which decreased from 2.81% in 2019 to 2.46% in 2020, and a decrease in the yields on interest-bearing balances in banks which decreased from 2.04% in 2019 to 0.22% in 2020. The decreased yield in 2020 compared to 2019 was due to the overall lower interest rate environment. The decreased yield earned on loans, investments and interest-bearing balances in banks was the reason the yield on earning assets decreased from 3.98% in 2019 to 3.73% in 2020. The volume increase of $4,554,000 was primarily from an increase in loans ($4,346,000) and interest-bearing deposits in banks ($627,000), partially offset by a decrease in investment and Federal fund balances ($419,000). Average loans balances increased $87,699,000, (or 24.4%), from $359,329,000 during 2019 to $447,028,000 during 2020; the average interest-bearing deposits in banks increased $30,641,000, (or 311.7%), from $9,829,000 during 2019 to $40,470,000 during 2020; and average investment and Federal fund balances decreased $14,262,000, (or 5.1%), from $281,469,000 during 2019 to $267,207,000 during 2020. Of the $87,699,000 increase in loans, $45,846,000 was related to PPP. These PPP loans added $502,000 in interest income for the year and the net fee income for the year related to these PPP loans was $1,269,000.

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The fully taxable equivalent interest income component increased $3,435,000 (15.3%) from $22,449,000 in 2018 to $25,884,000 in 2019. The increase in the fully taxable equivalent interest income for 2019 compared to the same period in 2018 is comprised of two components - rate (up $1,335,000) and volume (up $2,100,000). The primary driver in this rate increase was an increase in the yield on loans which saw an increase from 4.72% in 2018 to 4.95% in 2019 and an increase in the yield on investments, which saw an increase from 2.66% in 2018 to 2.81% in 2019. The increased yield in 2019 compared to 2018 was due to the overall higher interest rate environment. The yield on earning assets increased from 3.67% during 2018 to 3.98% during 2019. The volume increase of $2,100,000 was primarily from an increase in loans ($2,394,000) and interest-bearing deposits in banks ($153,000), partially offset by a decrease in investment balances ($103,000) and Federal funds ($345,000). Average loan balances increased $50,964,000, (or 16.5%), from $308,365,000 during 2018 to $359,329,000 during 2019, average interest-bearing deposits in banks increased $168,000, (or 509.1%), from $33,000 during 2018 to $201,000 during 2019 average investment balances decreased $1,602,000, (or 0.6%), from $282,898,000 during 2018 to $281,296,000 in 2019, and average Federal funds decreased $18,515,000, (or 99.1%), from $18,688,000 during 2018 to $173,000 in 2019.

 

Interest expense was $879,000 (or 35.7%) lower in 2020 compared to 2019, decreasing from $2,461,000 to $1,582,000. The $879,000 decrease in interest expense during 2020 compared to 2019 was due to lower rates (down $832,000) and lower volume (down $47,000). The decrease in interest expense can be attributed to a decrease in rates paid on deposit and borrowing balances during a lower interest rate environment. Rates paid on interest bearing liabilities decreased 27 basis points from 0.63% to 0.36% for 2019 compared to 2020. Of the $832,000 decrease in interest expense related to rates, $564,000 is related to lower rates paid on time deposit balances. Some of these time deposits are indexed to the three-or six-month treasury rates which have decreased over the past twelve months. Net interest expense on time deposits decreased by $839,000, or 56.4%, from $1,487,000 in 2019 to $648,000 in 2020 while the average time deposit balances decreased by $15,856,000, or 18.5%, from $85,723,000 in 2019 to $69,867,000 in 2020. Of the decrease in expense from time deposits of $839,000, $564,000 was related to rate and $275,000 was related to volume. Partially offsetting the decrease in time deposit expense due to rates and volume was an increase in interest checking and money market balances which increased $50,955,000 (24.0%) from $212,499,000 in 2019 to $263,454,000 in 2020 and in other borrowings which increased $4,325,000 (23.5%) from $18,430,000 in 2019 to $22,755,000 in 2020.

Interest expense was $865,000 (or 54.2%) higher in 2019 compared to 2018, increasing from $1,596,000 to $2,461,000. The $865,000 increase in interest expense during 2019 compared to 2018 was due to higher rates (up $745,000) and higher volume (up $120,000). The increase in interest expense can be attributed to an increase in rates paid on deposit and borrowing balances during a higher interest rate environment. Rates paid on interest bearing liabilities increased 22 basis points from 0.41% to 0.63% for 2018 compared to 2019. The largest increase due to rates occurred in interest checking and money market accounts and in the time deposits. The rate paid on interest checking and money market accounts increased from 0.14% during 2018 to 0.34% during 2019 and accounted for $300,000 of the $745,000 increase attributed to rates. The rate paid on time deposit accounts increased from 1.86% during 2018 to 2.89% during 2019 and accounted for $342,000 of the $745,000 increase attributed to rates. The volume increase of $120,000 was attributed to an increase in average time deposit balances which increased from $79,422,000 during 2018 to $85,723,000 during 2019 and accounted for $84,000 of the $120,000 increase and an increase in average other borrowings which increased from $15,533,000 during 2018 to $18,430,000 during 2019 and accounted for $44,000 of the $120,000 increase.

Table Two, Analysis of Net Interest Margin on Earning Assets, and Table Three, Analysis of Volume and Rate Changes on Net Interest Income and Expenses, are provided to enable the reader to understand the components and past trends of the Company’s interest income and expenses. Table Two provides an analysis of net interest margin on earning assets setting forth average assets, liabilities and shareholders’ equity; interest income earned and interest expense paid and average rates earned and paid; and the net interest margin on earning assets. Table Three sets forth a summary of the changes in interest income and interest expense from changes in average asset and liability balances (volume), computed on a daily average basis, and changes in average interest rates.

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Table Two: Analysis of Net Interest Margin on Earning Assets    
Year Ended December 31,  2020   2019   2018 
(Taxable Equivalent Basis)
(dollars in thousands)		 

Avg

Balance

  

 

Interest

  

Avg

Yield

  

Avg

Balance

  

 

Interest

  

Avg

Yield

  

Avg

Balance

  

 

Interest

  

Avg

Yield

 
Assets:                                             
Earning assets:                                             
Taxable loans(1)  $423,405   $20,322    4.80%  $338,775   $16,834    4.97%  $294,114   $13,924    4.73%
Tax-exempt loans(2)   23,623    1,140    4.83%   20,554    942    4.58%   14,251    632    4.43%
Taxable investment Securities   261,826    6,401    2.44%   271,779    7,589    2.79%   264,247    6,901    2.61%
Tax-exempt investment securities(2)   5,381    175    3.25%   9,517    313    3.29%   18,651    611    3.28%
Federal funds sold   —    —    —    173    5    2.89%   18,688    348    1.86%
Interest bearing deposits in other banks   40,470    88    0.22%   9,829    201    2.04%   1,745    33    1.89%
Total earning assets   754,705    28,126    3.73%   650,627    25,884    3.98%   611,696    22,449    3.67%
Cash & due from banks   29,902              16,440              34,535           
Other assets   41,960              40,878              39,822           
Allowance for loan losses   (5,980)             (4,740)             (4,423)          
                                              
Total average assets  $820,587             $703,205             $681,630           
                                              
Liabilities & Shareholders’ Equity:                                             
Interest bearing liabilities:                                             
NOW & MMDA  $263,454    598    0.23%  $212,499    563    0.26%  $219,742    272    0.12%
Savings   80,964    28    0.03%   74,304    28    0.04%   71,742    26    0.04%
Time deposits   69,867    648    0.93%   85,723    1,487    1.73%   79,422    1,061    1.34%
Other borrowings   22,755    308    1.35%   18,430    383    2.08%   15,533    237    1.53%
Total interest bearing liabilities   437,040    1,582    0.36%   390,956    2,461    0.63%   386,439    1,596    0.41%
Demand deposits   283,578              222,616              215,721           
Other liabilities   11,127              10,136              7,062           
Total liabilities   731,745              623,708              609,222           
Shareholders’ equity   88,842              79,497              72,408           
Total average liabilities and shareholders’ equity  $820,587             $703,205             $681,630           
Net interest income &
margin (3)		       $26,544    3.52%       $23,423    3.60%      $20,853    3.41%

 

(1)Loan interest includes loan fees of $1,578,000, $257,000 and $533,000 in 2020, 2019 and 2018, respectively.  Includes $1,269,000 in net fees from PPP loans in 2020.
(2)Includes taxable-equivalent adjustments that primarily relate to income on certain loans and securities that is exempt from federal income taxes.  The effective federal statutory tax rate was 21% in 2020, 2019 and 2018.
(3)Net interest margin is computed by dividing net interest income by total average earning assets.

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Table Three:  Analysis of Volume and Rate Changes on Net Interest Income and Expenses        
Year ended December 31, 2020 over 2019 (dollars in thousands)        
Increase (decrease) in interest income and expense due to change in:               
             
Interest-earning assets:  Volume   Rate (4)    Net Change 
Taxable net loans (1)(2)  $4,205   $(717)  $3,488 
Tax-exempt net loans (3)   141    57    198 
Taxable investment securities   (278)   (910)   (1,188)
Tax-exempt investment securities (3)   (136)   (2)   (138)
Federal funds sold   (5)   —    (5)
Interest-bearing deposits in other banks   627    (740)   (113)
Total interest on earning assets   4,554    (2,312)   2,242 
                
Interest-bearing liabilities:               
Interest checking and money market   135    (100)   35 
Savings deposits   3    (3)   — 
Time deposits   (275)   (564)   (839)
Other borrowings   90    (165)   (75)
Total interest on interest-bearing liabilities   (47)   (832)   (879)
Interest differential  $4,601   $(1,480)  $3,121 

 

Year Ended December 31, 2019 over 2018 (dollars in thousands)
Increase (decrease) in interest income and expense
due to change in:

 

Interest-earning assets:   Volume    Rate (4)    Net Change 
Taxable net loans (1)(2)  $2,114   $796   $2,910 
Tax-exempt net loans (3)   280    30    310 
Taxable investment securities   197    491    688 
Tax-exempt investment securities (3)   (299)   1    (298)
Federal funds sold   (345)   2    (343)
Interest bearing deposits in other banks   153    15    168 
Total interest on earning assets   2,100    1,335    3,435 
                
Interest-bearing liabilities:               
Interest checking and money market   (9)   300    291 
Savings deposits   1    1    2 
Time deposits   84    342    426 
Other borrowings   44    102    146 
Total interest on interest-bearing liabilities   120    745    865 
Interest differential  $1,980   $590   $2,570 

 

(1)The average balance of non-accruing loans is immaterial as a percentage of total loans and has been included in net loans.
(2)Loan fees of $1,578,000, $257,000 and $533,000 for the years ended December 31, 2020, 2019 and 2018, respectively, have been included in the interest income computation.  Includes $1,269,000 in net fees from PPP loans in 2020.
(3)Includes taxable-equivalent adjustments that primarily relate to income on certain loans and securities that is exempt from federal income taxes.  The effective federal statutory tax rate was 21% in 2020, 2019 and 2018.
(4)The rate/volume variance has been included in the rate variance.

 

Provision for Loan Losses

The Company added $1,520,000 to the provision for loan losses in 2020 compared to $660,000 in 2019. The Company experienced net loan losses of $30,000 or 0.01% of average loans for 2020 compared to net loan recoveries of ($86,000) or -0.02% of average loans for 2019. The Company experienced net loan losses of $261,000 or 0.08% of average loans and added $175,000 to the provision for loan losses during 2018.

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The Company continues to experience an overall improvement in the credit quality of the loan portfolio and a reduction of credit losses, however, due to the uncertain economic impact on the Company’s borrowers due to COVID-19, the $1,520,000 addition to the provision for loan losses during 2020 was warranted. For additional information see the “Allowance for Loan Losses Activity” and “Potential Impact of COVID-19.”

 

Noninterest Income

Table Four below provides a summary of the components of noninterest income for the periods indicated (dollars in thousands):

Table Four: Components of Noninterest Income
    Year Ended December 31, 
     2020   2019   2018 
  Service charges on deposit accounts  $500   $558   $476 
  Merchant fee income   370    391    422 
  Earnings on bank-owned life insurance   338    334    307 
  Gain on sale of securities   38    115    31 
  Other   280    290    277 
     $1,526   $1,688   $1,513 

 

Noninterest income decreased $162,000 (or 9.6%) from $1,688,000 during 2020 to $1,526,000 during 2019. The decrease in 2020 compared to 2019 was primarily related to a decrease in gain on sale of securities (down $77,000 or 67.0%) resulting in income of $38,000 in 2020 compared to $115,000 in 2019 and a decrease in service charges on deposit accounts which decreased $58,000 (10.4%) from $558,000 in 2019 to $500,000 in 2020.

 

Noninterest income increased $175,000 (11.6%) to $1,688,000 in 2019 from $1,513,000 in 2018. The increase from 2018 to 2019 was primarily related to higher gains on sale of securities which increased $84,000 (271.0%) from 2018 to 2019 and an increase in service charges on deposit accounts which increased $82,000 (17.2%) from $476,000 in 2018 to $558,000 in 2019.

 

Noninterest Expense

Salaries and Benefits

Salaries and benefits were $11,202,000 (down $114,000 or 1.0%) for 2020, compared to $11,316,000 in 2019. The decrease in salaries and benefits expense resulted from an increase in the deferral of direct loan origination costs, which reduced salary expense. Total origination costs for 2020 were $752,000 compared to $438,000 for 2019. Of the $752,000 in deferred loan origination costs recorded in 2020, $332,000 was related to PPP loans. The benefit from the deferred loan origination costs was partially offset by normal cost of living increases and promotions and higher allocations to the earned but unpaid personal time. Salary expense increased $18,000 (0.2%) from $7,554,000 in 2019 to $7,572,000 in 2020. Expenses related to accruals for paid time off increased $71,000 (32.9%) from $216,000 in 2019 to $287,000 in 2020. Average full-time equivalent employees was 102 in 2019 compared to 100 during 2020.

Salaries and benefits were $11,316,000 (up $1,113,000 or 10.9%) for 2019, compared to $10,203,000 in 2018. The increase in salaries and benefits expense resulted from a full year of salary and benefits for new hires in 2018 including additional relationship managers and lending support personnel, as well as, increased incentive payments to the relationship managers due to the increased loan production in 2019. Salary expense in 2019 also includes normal cost of living increases and promotions. Average full-time equivalent employees was 102 during 2019 compared to 97 during 2018. Employer benefit expenses, such as insurance, 401(k) matching and incentives and payroll taxes increased commensurate with the increased staffing levels.

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Other Real Estate Owned

The total other real estate owned (“OREO”) expense in 2020 was $81,000 (down $53,000 or 39.6%) compared to $134,000 in 2019. The primary reason for the decrease in OREO related expense was due to a lower write-down in 2020 of the Company’s lone remaining property after receipt of an updated property valuation report. The write-down decreased from $111,000 in 2019 to $46,000 in 2020. Operating expenses for the property in 2020 totaled $35,000 compared to $23,000 in 2019. At December 31, 2020, the Company held one property with a book value of $800,000.

 

The OREO expense in 2019 was $134,000 (up $114,000 or 570.0%) compared to $20,000 in 2018. The primary reason for the increase in OREO related expense was due to the $111,000 write-down of the lone remaining property in 2019 after receipt of an updated property valuation report. Operating expenses on the properties in 2019 totaled $23,000 compared to $16,000 in 2018. Write-downs on the property totaled $4,000 in 2018. At December 31, 2019, the Company held one property with a book value of $846,000.

 

Occupancy, Furniture and Equipment

Occupancy expense increased $8,000 (0.8%) during 2020 to $1,031,000, compared to $1,023,000 in 2019. Furniture and equipment expense increased $16,000 (3.0%) during 2020 to $558,000 compared to $542,000 in 2019. The increase in occupancy and furniture and equipment expense decrease resulted from higher rental and maintenance expense on premises and equipment leased or owned by the Company.

 

Occupancy expense decreased $27,000 (2.6%) during 2019 to $1,023,000, compared to $1,050,000 in 2018. Furniture and equipment expense decreased $11,000 (2.0%) during 2019 to $542,000 compared to $553,000 in 2018. The decrease in occupancy and furniture and equipment expense decrease resulted from lower depreciation expense on premises and equipment leased or owned by the Company.

 

Regulatory Assessments

 

Regulatory assessments include fees paid to the California Department of Financial Protection and Innovation (the “DFPI”) and the Federal Deposit Insurance Corporation (the “FDIC”). FDIC assessments increased $160,000 (333.3%) during 2020 to $208,000, compared to $48,000 in 2019. The assessments paid to the DFPI in 2020 were $79,000, compared to an expense of $78,000 in 2019. The increase in FDIC assessments in 2020 is due to a lower amounts of credits received from the FDIC’s Small Bank Assessment Credits in 2020 compared to 2019 and an overall increase in the assessment base in 2020 due to growth in the Bank’s assets during 2020. The Bank received the FDIC’s Small Bank Assessment Credits during 2019 and 2020 as the Deposit Insurance Fund Reserve Ratio exceeded 1.35%. The credits applied in 2020 were $22,000, a reduction of $122,000, compared to the credit of $144,000 received in 2019.

 

FDIC assessments decreased $154,000 (76.2%) during 2019 to $48,000, compared to $202,000 in 2018. The assessments paid to the DFPI in 2019 and 2018 were $78,000 in each year. The decrease in FDIC assessments in 2019 is due to the receipt of the FDIC’s Small Bank Assessment Credits during the year as the Deposit Insurance Fund Reserve Ratio exceeded 1.35%.

Other Expenses

Table Five below provides a summary of the components of the other noninterest expenses for the periods indicated (dollars in thousands):

 

   Year Ended December 31, 
   2020   2019   2018 
Professional fees  $1,172   $1,226   $1,158 
Outsourced item processing   336    322    315 
Directors’ expense   575    518    514 
Telephone and postage   332    328    409 
Stationery and supplies   131    138    140 
Advertising and promotion   335    599    561 
Other operating expenses   673    574    307 
   $3,554   $3,705   $3,404 

 

Other expenses were $3,554,000 (down $151,000 or 4.1%) for 2020, compared to $3,705,000 for 2019. The decrease in other expenses occurred primarily in the advertising and promotion. Advertising and promotion, which also includes business development, decreased $264,000 (44.1%) from $599,000 in 2019 to $335,000 in 2020. Much of this decrease is related to the shelter-in-place order within our markets reducing the number of business development opportunities and events. Partially offsetting the decreases in advertising and promotion was an increase in internet processing expenses which increased $90,000 (39.3%) from $229,000 in 2019 to $319,000 in 2020 and primarily relates to several new digital banking services launched in early 2020, including the Company’s conversion to new internet banking portal. The overhead efficiency ratio on a taxable equivalent basis for 2020 was 59.5% compared to 67.1% in 2019.

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Other expenses were $3,705,000 (up $301,000 or 8.8%) for 2019, compared to $3,404,000 for 2018. The increase in other expenses occurred primarily in the professional fees (up $68,000) and bank charges (up $233,000) (which is included in the other operating expenses line item). The increase in professional expenses is related to more services being provided by the Company’s network administrator. The higher bank charges relate to lower average balances maintained by the Company in these accounts in 2019 resulting in higher service charges and the interest earned on these balances began to increase in 2018 due to the higher interest rate environment and continued into 2019, as a result, in 2019 the Company began being recording this as interest income on deposits held in other banks. Partially offsetting these increases was a reduction in telephone expense which decreased $91,000 (26.6%) from $342,000 in 2018 to $251,000 in 2019 and relates to the Company converted to a more cost-effective telephone system. The overhead efficiency ratio on a taxable equivalent basis for 2019 was 67.1% compared to 69.4% in 2018.

 

Provision for Income Taxes

 

The effective tax rate on income was 26.6%, 25.6%, and 24.3% in 2020, 2019 and 2018, respectively. The effective tax rate differs from the federal statutory tax rate due to state tax expense (net of federal tax effect) of $805,000, $610,000, and $523,000 in these years. Tax-exempt income of $1,413,000, $1,361,000, and $1,315,000 from investment securities, loans, and bank-owned life insurance in these years helped to reduce the effective tax rate. The higher effective tax rate in 2020 compared 2019 is related to the tax treatment of equity based compensation under Accounting Standards Update 2016-09 (“ASU 2016-09”). Under ASU 2016-09, if the market value of the Company’s stock price on the date restricted stock vests is higher than the Company’s stock price on the date the restricted stock was awarded the Company receives a tax credit for the difference in values and if the market price on the vesting date is lower than the stock price on the award date the Company recognizes additional tax expense. During 2019, the Company recognized a $34,000 tax credit under ASU 2016-09 and in 2020 the Company recognized a $39,000 tax expense under ASU 2016-09.

The Company’s taxable income in 2020 was $9,611,000, an increase of $2,220,000 (up 30.0%) from $7,391,000 in 2019. The Company’s taxable income in 2019 increased $917,000 (up 14.2%) from $6,474,000 in 2018.

Balance Sheet Analysis

 

The Company’s total assets were $868,991,000 at December 31, 2020 compared to $720,353,000 at December 31, 2019, representing an increase of $148,638,000 (20.6%). The average balances of total assets during 2020 were $820,587,000, up $117,382,000 or 16.7% from the 2019 average balances of total assets of $703,205,000.

Cash and Cash Equivalents

The balance held in cash and cash equivalents at December 31, 2020 was $42,509,000, compared to $17,810,000 at December 31, 2019, an increase of $24,699,000 (138.7%). The primary reason for the increase in cash and cash equivalents since December 31, 2019 is directly related to the increase in deposit balances during the same period.

Investment Securities

The Company classifies its investment securities as trading, held-to-maturity or available-for-sale. The Company’s intent is to hold all securities classified as held-to-maturity until maturity and management believes that it has the ability to do so. Securities classified as available-for-sale may be sold to implement asset/liability management strategies as part of our contingency funding plan and in response to changes in interest rates, prepayment rates and similar factors. Table Six below summarizes the values of the Company’s investment securities held on December 31 of the years indicated. The Company did not have any investment securities classified as trading in any of the years indicated below.

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Table Six: Investment Securities Composition

 

(dollars in thousands)

 

Available-for-sale (at fair value)  2020   2019   2018 
Debt securities:               
US Government Agencies and US Government-Sponsored Agencies  $283,833   $241,887   $269,049 
Obligations of states and political subdivisions   16,301    13,447    14,400 
Corporate debt securities   6,832    6,631    6,508 
U. S Treasury securities   —    —    4,976 
Total available-for-sale investment securities  $306,966   $261,965   $294,933 
                
Held-to-maturity (at amortized cost)                
Debt securities:               
US Government Agencies and US Government-Sponsored Agencies  $12   $248   $292 
Total held-to-maturity investment securities  $12   $248   $292 

Net unrealized gains on available-for-sale investment securities totaling $8,739,000 were recorded, net of $2,583,000 in tax liabilities, as accumulated other comprehensive income within shareholders’ equity at December 31, 2020 and net unrealized gains on available-for-sale investment securities totaling $2,544,000 were recorded, net of $752,000 in tax liabilities, as accumulated other comprehensive income within shareholders’ equity at December 31, 2019. Management periodically evaluates each investment security in a loss position for other than temporary impairment relying primarily on industry analyst reports, observation of market conditions and interest rate fluctuations. Management has the ability and intent to hold securities with established maturity dates until recovery of fair value, which may be until maturity, and believes it will be able to collect all amounts due according to the contractual terms for all of the underlying investment securities; therefore, management does not consider these investments to be other-than-temporarily impaired. See Table Fifteen, “Securities Maturities and Weighted Average Yields,” for a breakdown of the investment securities by maturity and the corresponding weighted average yields.

 

Loans

The Company concentrates its lending activities in the following principal areas: (1) commercial; (2) commercial real estate; (3) multi-family real estate; (4) real estate construction (both commercial and residential); (5) residential real estate; (6) lease financing receivable; (7) agriculture; and (8) consumer loans. At December 31, 2020, these categories accounted for approximately 20%, 52%, 10%, 4%, 7%, 0%, 1% and 6%, respectively, of the Company’s loan portfolio compared to approximately 11%, 54%, 14%, 6%, 7%, 0%, 2% and 6%, respectively, at December 31, 2019. In 2020, the Company participated in the Small Business Administrations’ Paycheck Protection Plan (“PPP”). At December 31, 2020, PPP loans were included in the commercial loans. On their own PPP loans made up 12% of the loan portfolio. Also, as noted in Table 7 below, the Company’s primary focus is commercial and real estate loans, however, in 2018 the Company began purchasing loans from a lender that specializes in classic and collector cars. The company began purchasing loans from this lender during the third quarter of 2018 and recorded $10,791,000 of such loans during 2018, $20,960,000 during 2019, and $13,701,000 in 2020, and accounts for the increase in consumer loans.

Continuing focus in the Company’s market area, new borrowers developed through the Company’s marketing efforts, an upgraded lending team in 2018, and credit extensions expanded to existing borrowers resulted in the Company originating approximately $104 million non-PPP loans in 2020, $149 million in loans in 2019 and $104 million in 2018. In addition to the $104 million in new production the Company also originated 477 PPP loans totaling $80.2 million in 2020. This production was partially offset by pay downs and payoffs, and excluding the PPP loans resulted in an overall increase in net loans of $25,071,000 (6.3%) from December 31, 2019. Table Seven below summarizes the composition of the loan portfolio for the past five years as of December 31.

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Table Seven: Loan Portfolio Composition

     
   December 31, 
(dollars in thousands)  2020   2019   2018   2017   2016 
Commercial (1)  $94,522   $43,019   $29,650   $25,377   $35,374 
Real estate:                         
Commercial   251,348    214,604    199,894    185,452    191,129 
Multi-family   48,760    56,818    56,139    78,025    73,373 
Construction   18,424    23,169    5,685    5,863    9,180 
Residential   32,329    29,180    16,338    15,813    15,718 
Lease financing receivable   —    —    32    205    404 
Agriculture   6,091    6,479    4,419    1,713    2,302 
Consumer   28,804    26,392    10,714    945    1,650 
    480,278    399,661    322,871    313,393    329,130 
Deferred loan origination fees and costs, net   (1,797)   (721)   37    (202)   (222)
Allowance for loan losses   (6,628)   (5,138)   (4,392)   (4,478)   (4,822)
Total net loans  $471,853   $393,802   $318,516   $308,713   $324,086 
(1)The December 31, 2020 balance of Commercial loans includes $55,546,000 in 100% SBA guaranteed PPP loans.

A significant portion of the Company’s loans are direct loans made to individuals and local businesses. The Company relies substantially on networking, local promotional activity, and personal contacts by American River Bank officers, directors and employees to compete with other financial institutions. The Company makes loans to borrowers whose applications include a sound purpose and a viable primary repayment source, generally supported by a secondary source of repayment.

 

Commercial loans consist of credit lines for operating needs, loans for equipment purchases, working capital, and various other business loan products. Consumer loans include a range of traditional consumer loan products such as personal lines of credit and homeowner equity lines of credit and loans to finance purchases of autos (including classic and collectors autos), boats, recreational vehicles, mobile homes and various other consumer items. Construction loans are generally comprised of commitments to customers within the Company’s service area for construction of commercial properties, multi-family properties and custom and semi-custom single-family residences. Other real estate loans consist primarily of loans secured by first trust deeds on commercial, multi-family, and residential properties typically with maturities from three to ten years and original loan-to-value ratios generally from 65% to 75%. Agriculture loans consist primarily of first trust deed loans on properties that produce grapes, fruit, and nut loans. In general, except in the case of loans under SBA programs or Farm Services Agency guarantees, the Company does not make long-term residential mortgage loans.

 

Average loans in 2020 were $447,028,000, which represents an increase of $87,699,000 (24.4%) compared to the average in 2019. Of the $87,699,000 increase in 2020, $45,846,000 was comprised of PPP loans. Average loans in 2019 were $359,329,000, which represents an increase of $50,964,000 (16.5%) compared to the average in 2018.

Risk Elements

The Company assesses and manages credit risk on an ongoing basis through a total credit culture that emphasizes excellent credit quality, extensive internal monitoring and established formal lending policies. Additionally, the Company contracts with an outside loan review consultant to periodically review the existing loan portfolio. Management believes its ability to identify and assess risk and return characteristics of the Company’s loan portfolio is critical for profitability and growth. Management strives to continue its emphasis on credit quality in the loan approval process, through active credit administration and regular monitoring. With this in mind, management has designed and implemented a comprehensive loan review and grading system that functions to continually assess the credit risk inherent in the loan portfolio.

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Ultimately, underlying trends in economic and business cycles influence credit quality. American River Bank’s business is concentrated in the Sacramento Metropolitan Statistical Area, which is a diversified economy, but with a large State of California government presence and employment base; in Sonoma County, which is focused on businesses within the two communities in which the Bank has offices (Santa Rosa and Healdsburg); and in Amador County, in which the Bank is primarily focused on businesses within the three communities in which it has offices (Jackson, Pioneer, and Ione). The economy of Sonoma County is diversified with professional services, manufacturing, agriculture and real estate investment and construction, while the economy of Amador County is reliant upon government, services, retail trade, manufacturing industries and Indian gaming. The Company has significant extensions of credit and commitments to extend credit that are secured by real estate. The ultimate repayment of these loans is generally dependent on personal or business cash flows or the sale or refinancing of the real estate. The Company monitors the effects of current and expected market conditions and other factors on the collectability of real estate loans. The more significant factors management considers involve the following: lease rates and terms, vacancy rates, absorption and sale rates and capitalization rates; real estate values, supply and demand factors, and rates of return; operating expenses; inflation and deflation; and sufficiency of repayment sources independent of the real estate including, in some instances, personal guarantees.

In extending credit and commitments to borrowers, the Company generally requires collateral and/or guarantees as security. The repayment of such loans is expected to come from cash flows or from proceeds from the sale of selected assets of the borrowers. The Company’s requirement for collateral and/or guarantees is determined on a case-by-case basis in connection with management’s evaluation of the creditworthiness of the borrower. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, income-producing properties, residences and other real property. The Company secures its collateral by perfecting its security interest in business assets, obtaining deeds of trust, or outright possession among other means.

 

In management’s judgment, a concentration exists in real estate loans which represented approximately 83% of the Company’s loan portfolio at December 31, 2020 (excluding the $55.5 million in PPP loans) and 81% at December 31, 2019. Management believes that the residential land portion of the Company’s loan portfolio carries a reasonable level of credit risk.  As of December 31, 2020, outstanding unimproved residential land commitments were $8,342,000 (or just 2.4% of the total real estate loans). Of the $8,342,000, $1,582,000 (19%) was represented by one amortizing loan, which was considered well-secured, with a favorable loan-to-value ratio.  Management currently believes that it maintains its allowance for loan losses at levels adequate to reflect the loss risk inherent in its total loan portfolio.

 

A decline in the economy in general, or decline in real estate values in the Company’s market areas, in particular, could have an adverse impact on the collectability of real estate loans and require an increase in the provision for loan losses. This could adversely affect the Company’s future prospects, results of operations, profitability and stock price. See “Potential Impact of COVID-19.” Management believes that its lending practices and underwriting standards are structured with the intent to minimize losses; however, there is no assurance that losses will not occur. The Company’s loan practices and underwriting standards include, but are not limited to, the following principles: (1) maintaining a thorough understanding of the Company’s market area and originating a significant majority of its loans within that area, (2) maintaining a thorough understanding of borrowers’ knowledge, capacity, and market position in their field of expertise, (3) basing real estate loan approvals not only on market demand for the project, but also on the borrowers’ capacity to support the project financially in the event it does not perform to expectations (whether sale or income performance), and (4) maintaining conforming and prudent loan-to-value and loan-to-cost ratios based on independent outside appraisals and ongoing inspection and analysis by the Company’s lending officers or contracted third-party professionals.

 

Nonaccrual, Past Due and Restructured Loans

Management places loans on nonaccrual status when they become 90 days past due or if a loss is expected, unless the loan is well secured and in the process of collection. Loans are partially or fully charged off when, in the opinion of management, collection of such amount appears unlikely.

 

The recorded investments in nonperforming loans, which includes nonaccrual loans and loans that were 90 days or more past due and on accrual, totaled zero at both at December 31, 2020 and 2019. At December 31, 2019 there were two loans totaling $75,000 30 days or more past due compared to no loans that were 30 days or more past due December 31, 2020. 

Restructured loans considered performing and accruing at December 31, 2020, 2019, 2018, 2017 and 2016, were $5,387,000, $5,970,000, $6,626,000, $6,799,000, and $7,975,000, respectively.  Table Eight below sets forth nonaccrual loans and loans past due 90 days or more and on accrual as of year-end for the past five years.

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Table Eight:  Nonperforming Loans    
   December 31, 
(dollars in thousands)  2020   2019   2018   2017   2016 
Past due 90 days or more and still accruing:                         
Commercial  $—   $—   $—   $—   $— 
Real estate   —    —    —    —    — 
Lease financing receivable   —    —    —    —    — 
Consumer and other   —    —    —    —    — 
Nonaccrual:                         
Commercial   —    —    27    1,597    — 
Real estate   —    —    —    289    — 
Lease financing receivable   —    —    —    —    — 
Consumer and other   —    —    —    6    19 
Total nonperforming loans  $—   $—   $27   $1,892   $19 
                          

Interest income recognized from payments received on nonaccrual loans was zero in 2020, approximately $1,000 in 2019, and $43,000 in 2018. There were no loan concentrations in excess of 10% of total loans not otherwise disclosed as a category of loans as of December 31, 2020. Management is not aware of any potential problem loans, which were accruing and current at December 31, 2020, where serious doubt exists as to the ability of the borrower to comply with the present repayment terms and that would result in a significant loss to the Company apart from those loans identified in the Bank’s impairment analysis.

 

Management monitors the Company’s performance metrics including the ratios related to nonperforming loans. From 2008 to 2010, the Company experienced an increase in nonperforming loans. In 2011, the focused efforts of the previous years resulted in a decrease in these levels. From 2012 to 2020, the level of nonperforming loans continued to decrease to a level below the amount reported at December 31, 2008. However, the variations in the amount of nonperforming loans does not directly impact the level of the Company’s allowance for loan losses as management monitors each of the loans for loss potential or probability of loss on an individual basis using accounting principles generally accepted in the United States of America.

Impaired Loans

The Company considers a loan to be impaired when, based on current information and events, it is probable that it will be unable to collect all amounts due (principal and interest) according to the original contractual terms of the loan agreement. The measurement of impairment may be based on (i) the present value of the expected cash flows of the impaired loan discounted at the loan’s original effective interest rate, (ii) the observable market price of the impaired loan, or (iii) the fair value of the collateral of a collateral-dependent loan. The Company does not apply this definition to smaller-balance loans that are collectively evaluated for credit risk. In assessing whether a loan is impaired, the Company typically reviews loans graded substandard or lower with outstanding principal balances in excess of $100,000, as well as loans considered troubled debt restructures with outstanding principal balances in excess of $25,000. The Company identifies troubled debt restructures by reviewing each renewal, modification, or extension of a loan with a screening document.  This document is designed to identify any characteristics of such a loan that would qualify it as a troubled debt restructure.  If the characteristics are not present that would qualify a loan as a troubled debt restructure, it is deemed to be a modification.  

The recorded investment in loans that were considered to be impaired totaled $7,050,000 at December 31, 2020 and had a related valuation allowance of $112,000. The average recorded investment in impaired loans during 2020 was approximately $7,216,000. As of December 31, 2019, the recorded investment in loans that were considered to be impaired totaled $7,604,000 and had a related valuation allowance of $142,000. The average recorded investment in impaired loans during 2019 was approximately $7,845,000. As of December 31, 2018, the recorded investment in loans that were considered to be impaired totaled $8,702,000 and had a related valuation allowance of $185,000. The average recorded investment in impaired loans during 2018 was approximately $8,847,000.

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Working with Borrowers

 

The FDIC is encouraging financial institutions, like American River Bank, to provide borrowers affected in a variety of ways by the COVID-19 outbreak with payment accommodations that facilitate their ability to work through the immediate impact of the virus. Such assistance provided in a prudent manner to borrowers facing short-term setbacks could help the borrower and our community to recover. The FDIC indicated that these loan accommodation programs should be ultimately targeted toward loan repayment, but that if provided in a prudent manner such programs can help borrowers and communities recover from short-term setbacks.

 

The FDIC suggested that financial institutions should consider ways to address any deferred or skipped payments such as extending the original maturity date or by making those payments due in a balloon payment at the maturity date of the loan. The terms of the payment deferrals are generally 90 days and up to 180 days and borrowers may be eligible for multiple deferrals. Pursuant to the CARES Act, these loan modifications are not accounted for as troubled debt restructure. As of June 30, 2020, the Company had made 107 such loan payment deferrals totaling $96,465,000. During the third quarter 2020, two additional loans totaling $2,980,000 were extended loan payment deferrals and four loans that had previously been provided loan payment deferrals totaling $2,123,000 paid off in full. In addition, during the third quarter 69 loans that had previously been granted loan payment deferrals began making their loan payments and are no longer on a loan deferral program. As of September 30, 2020, 39 loans totaling $39,576,000 were on a loan deferral program and of these loans, four loans totaling $4,074,000 were in their initial deferral period while 32 loans totaling $35,502,000 were provided an additional deferral period either after their initial deferral period ended or prior to the ending of their initial deferral period. As of December 31, 2020, two commercial real estate loans totaling $4,882,000 that had been modified remain in deferral. These loans are not considered past due until after the deferral period is over and scheduled payments have resumed and any subsequently scheduled payments are missed.

The Company continues to accrue interest on all of the loan deferrals. The Company expects to continue to work with its borrowers and make prudent credit arrangements as needed, while intending to continue to act in a safe and sound manner. The Company has continued to keep in close contact with the borrowers that have been granted loan payment deferrals and continued to monitor those loans that have begun making their loan payments to track their payment history and evaluate whether it is appropriate to upgrade or downgrade the individual loan ratings. None of the borrowers that had been granted loan deferrals were more than 30 days past due immediately preceding the deferral date, and for those that have resumed making payments, none are more than 30 days past due at December 31, 2020.

 

Allowance for Loan Losses Activity

The Company maintains an allowance for loan losses (“ALLL”) to cover probable losses inherent in the loan portfolio, which is based upon management’s estimate of those losses. The ALLL is established through a provision for loan losses and is increased by provisions charged against current earnings and recoveries and reduced by charge-offs. Actual losses for loans can vary significantly from this estimate. The methodology and assumptions used to calculate the allowance are continually reviewed as to their appropriateness given the most recent losses realized and other factors that influence the estimation process. The model assumptions and resulting allowance level are adjusted accordingly as these factors change.

The adequacy of the ALLL and the level of the related provision for loan losses is determined based on management’s judgment after consideration of numerous factors including, but not limited to: (i) local and regional economic conditions, (ii) the financial condition of the borrowers, (iii) loan impairment and the related level of expected charge-offs, (iv) evaluation of industry trends, (v) industry and other concentrations, (vi) loans which are contractually current as to payment terms but demonstrate a higher degree of risk as identified by management, (vii) continuing evaluations of the performing loan portfolio, (viii) ongoing review and evaluation of problem loans identified as having loss potential, (ix) quarterly review by the Board of Directors, and (x) assessments by banking regulators and other third parties. Management and the Board of Directors evaluate the ALLL and determine its appropriate level considering objective and subjective measures, such as knowledge of the borrower’s business, valuation of collateral, the determination of impaired loans and exposure to potential losses.

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The ALLL totaled $6,628,000 or 1.39% of total loans at December 31, 2020, $5,138,000 or 1.29% of total loans at December 31, 2019, and $4,392,000 or 1.36% at December 31, 2018. Excluding the 100% SBA guaranteed PPP loans, which do not carry the same risk as the rest of the loan portfolio, the ALLL to total loans was 1.56% at December 31, 2020. The increase in the allowance for loan losses from $5,138,000 at December 31, 2019 to $6,628,000 at December 31, 2020, was mainly due to the increase in loans outstanding at December 31, 2020 and the uncertain economic impact on the Company’s borrowers due to COVID-19. The Company establishes general and specific reserves in accordance with accounting principles generally accepted in the United States of America. The ALLL is composed of categories of the loan portfolio based on loan type and loan rating; however, the entire allowance is available to cover actual loan losses. While management uses available information to recognize possible losses on loans, future additions to the allowance may be necessary, based on changes in economic conditions and other matters. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s ALLL. Such agencies may require the Company to provide additions to the allowance based on their judgment of information available to them at the time of their examination.

The allowance for loans as a percentage of impaired loans was 94.0% at December 31, 2020 and 67.6% at December 31, 2019. Of the total nonperforming and impaired loans outstanding as of December 31, 2020, there were $643,000 in loans that had been reduced, prior to 2020, by partial charge-offs of $281,000.

At December 31, 2020, there was $5,387,000 in impaired loans that did not carry a specific reserve. Of this amount, $465,000 were loans that had previous partial charge-offs and $4,922,000 were loans that were analyzed and determined not to require a specific reserve or charge-off because the collateral value or discounted cash flow value exceeded the loan balance. Prior to 2013, the Company had been operating in a market that had experienced significant decreases in real estate values of commercial, residential, land, and construction properties. As such, the Company is focused on monitoring collateral values for those loans considered collateral dependent. For collateral dependent loans the Company performs an internal evaluation or obtains an updated appraisal, as necessary.  Despite the Company’s continued improvement in the credit quality of the loan portfolio, due to the uncertain economic impact on the Company’s borrowers due to COVID-19, management believes that the $1,520,000 addition to the provision for loan losses during 2020 was warranted.

The Company’s policy with regard to loan charge-offs continues to be that a loan is charged off against the ALLL when management believes that the collectability of the principal is unlikely. As previously discussed in the “Impaired Loans” section, certain loans are evaluated for impairment. Generally, if a loan is collateralized by real estate or other collateral, and considered collateral dependent, the impaired portion will be charged off to the allowance for loan losses unless it is in the process of collection, in which case a specific reserve may be warranted.

It is the policy of management to maintain the allowance for loan losses at a level believed to be adequate for known and inherent risks in the portfolio. Our methodology incorporates a variety of risk considerations, both quantitative and qualitative, in establishing an allowance for loan losses that management believes is appropriate at each reporting date. Formula allocations are calculated by applying historical loss factors to outstanding loans with similar characteristics.  Historical loss factors are based upon the Company’s loss experience. These historical loss factors are adjusted for changes in the business cycle and for significant factors that, in management’s judgment, affect the collectability of the loan portfolio as of the evaluation date.  The discretionary allocation is based upon management’s evaluation of various loan segment conditions that are not directly measured in the determination of the formula and specific allowances.  The conditions may include, but are not limited to, general economic and business conditions affecting the key lending areas of the Company, credit quality trends, collateral values, loan volumes and concentrations, and other business conditions. Based on information currently available, management believes that the allowance for loan losses is prudent and adequate. However, no prediction of the ultimate level of loans charged off in future periods can be made with any certainty. Table Nine below summarizes, for the periods indicated, the activity in the ALLL.

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Table Nine: Allowance for Loan Losses

 

(dollars in thousands)

   Year Ended December 31, 
   2020   2019   2018   2017   2016 
Average loans outstanding  $447,028   $359,329   $308,365   $319,631   $306,737 
                          
Allowance for loan losses at beginning of period  $5,138   $4,392   $4,478   $4,822   $4,975 
Loans charged off:                         
Commercial   (52)   —    213    1,073    — 
Real estate   —    —    —    —    93 
Consumer   (6)   —    69    —    34 
Lease financing receivable   —    —    —    —    — 
Total   (58)   —    282    1,073    127 
Recoveries of loans previously charged off:                         
Commercial   14    7    12    6    660 
Real estate   14    11    8    228    534 
Consumer   —    68    —    4    124 
Lease financing receivable   —    —    1    41    — 
Total   28    86    21    279    1,318 
Net loans charged off (recovered)   30    (86)   261    794    (1,191)
Additions (reductions) to allowance charged (credited) to operating expenses   1,520    660    175    450    (1,344)
Allowance for loan losses at end of period  $6,628   $5,138   $4,392   $4,478   $4,822 
                          
Ratio of net charge-offs (recoveries) to average loans outstanding   0.01%   (0.02)%   0.08%   0.25%   (0.39)%
                          
Provision for loan losses to average loans outstanding   0.34%   0.18%   0.06%   0.14%   (0.44)%
                          
Allowance for loan losses to total loans, at end of period   1.39%   1.29%   1.36%   1.43%   1.47%
                          
Allowance for loan losses to non PPP loans net of deferred fees at end of period   1.56%   1.29%   1.36%   1.43%   1.47%
                          
Allowance for loan losses to nonperforming loans, at end of period   

N/A

    

N/A

    16,266.67%   236.68%   25,378.95%

 

As part of its loan review process, management has allocated the overall allowance based on specific identified problem loans, qualitative factors, uncertainty inherent in the estimation process and historical loss data. A risk exists that future losses cannot be precisely quantified or attributed to particular loans or classes of loans. Management continues to evaluate the loan portfolio and assesses current economic conditions that will affect management’s conclusion as to future allowance levels. Table Ten below summarizes the allocation of the allowance for loan losses for the five years ended December 31, 2020.

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Table Ten:  Allowance for Loan Losses by Loan Category    
(dollars in thousands)            
  December 31, 2020   December 31, 2019   December 31, 2018 
        Amount        Percent of loans
in each category
to total loans		          Amount          Percent of loans
in each category
to total loans		          Amount          Percent of loans
in each category
to total loans		 
Commercial  $922    20%  $950    11%  $668    9%
Real estate   4,952    73%   3,502    81%   3,165    87%
Agriculture   85    1%   107    2%   88    1%
Consumer   391    6%   334    6%   192    3%
Lease financing receivable   —    —    —    —    —    — 
Unallocated   278    —    245    —    279    — 
Total  $6,628    100%  $5,138    100%  $4,392    100%
                         
   December 31, 2017   December 31, 2016                 
       Amount         Percent of loans
in each category
to total loans		         Amount         Percent of loans
in each category
to total loans		                 
Commercial  $447    8%  $855    12%                
Real estate   3,695    91%   3,600    86%                
Agriculture   31    1%   64    1%                
Consumer   14    —    24    1%                
Lease financing receivable   —    —    1    —                 
Unallocated   291    —    278    —                 
Total  $4,478    100%  $4,822    100%                

The allocation presented should not be interpreted as an indication that charges to the allowance for loan losses will be incurred in these amounts or proportions, or that the portion of the allowance allocated to each loan category represents the total amounts available for charge-offs that may occur within these categories.

Other Real Estate Owned and Repossessed Assets

The balance in OREO at December 31, 2020 and 2019 consisted of one property acquired through foreclosure. During 2019, the Company received an updated appraisal on the one property and reduced the balance by $111,000 through a charge to OREO expense. During 2020, the Company received an updated appraisal on the one property and reduced the balance by an additional $46,000 through a charge to OREO expense. During 2020, the Company did not acquire any OREO properties. There was $800,000 in OREO at December 31, 2020 with no valuation allowance and $846,000 in OREO at December 31, 2019 with no valuation allowance. During 2019, the Company took possession of an automobile formerly held as collateral on a loan and sold the automobile in early 2020. The book value of the automobile at December 31, 2019 was $517,000. Other than the $517,000 automobile, there were no other asset repossessed during 2019 and just one small dollar automobile that was repossessed and immediately sold in 2020 resulting in a balance of zero at December 31, 2020.

Deposits

At December 31, 2020, total deposits were $744,177,000 representing an increase of $139,340,000 (23.0%) from the December 31, 2019 balance of $604,837,000. The Company’s deposit growth plan for 2020 was to concentrate its efforts on increasing noninterest-bearing demand, interest-bearing money market and NOW accounts, and savings accounts while continuing to focus on maintaining an overall lower cost of funds than our peer group, while at the same time retaining our high-valued deposit relationships. During 2020, the Company experienced increases in noninterest-bearing checking ($103,040,000 or 45.4%), interest-bearing checking ($12,211,000 or 17.5%), money market savings ($17,222,000 or 10.9%) and savings ($11,495,000 or 15.2%), and a decrease in time deposits ($4,628,000 or 6.3%). Some of the deposit increase can be attributed to our business accounts depositing the funds received from their PPP loans into their accounts held at American River Bank, as well as, balance increases due to the deferral payroll tax payments and other government programs.

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Other Borrowed Funds

Other borrowings outstanding as of December 31, 2020 consist of advances from the Federal Home Loan Bank (the “FHLB”). The following table summarizes these borrowings (dollars in thousands):

   2020   2019   2018 
   Amount   Rate   Amount   Rate   Amount   Rate 
Short-term borrowings:
FHLB advances 		  $7,000    0.54%  $9,000    1.46%  $5,000    1.32%
                               
Long-term borrowings:
FHLB advances 		  $13,787    1.13%  $10,500    2.48%  $10,500    2.02%
                               

The maximum amount of short-term borrowings at any month-end during 2020, 2019 and 2018, was $17,000,000, $25,000,000, and $6,500,000, respectively. The FHLB advances are collateralized by loans and securities pledged to the FHLB. The following is a breakdown of rates and maturities on FHLB advances (dollars in thousands):

 

   Short-term   Long-term 
Amount  $7,000   $13,787 
Maturity   2021    2022 to 2025 
Average rates   0.54%   1.13%

 

The Company has the ability to enter into letters of credit with the FHLB. There were no letters of credit outstanding as of December 31, 2020 or 2019. There were no amounts drawn upon any letter of credit in 2020 or 2019 and management does not expect to draw upon these sources of liquidity in the foreseeable future.

Capital Resources

The current and projected capital position of the Company and the impact of capital plans and long-term strategies are reviewed regularly by management. The Company’s capital position represents the level of capital available to support continuing operations and expansion.

On January 24, 2018, the Company approved and authorized a stock repurchase program for 2018 (the “2018 Program”). The 2018 Program authorized the repurchase during 2018 of up to 5% of the outstanding shares of the Company’s common stock. During 2018, the Company repurchased 308,618 shares of its common stock at an average price of $15.52 per share. The Company did not have a repurchase program in 2020 or 2019 and therefore did not repurchase any shares in 2020 or 2019.

During 2020, the Company paid cash dividends of $0.28 per common share to shareholders of record. These 2020 quarterly cash dividends follow four quarterly cash dividends, totaling $0.24 per share, paid in 2019. Capital ratios are reviewed on a regular basis to ensure that capital exceeds the prescribed regulatory requirements and is adequate to meet future needs. Accordingly, we cannot provide any assurance that we will continue to pay cash dividends at the same historical rates, or at all.

 

The Company and American River Bank are subject to certain regulatory capital requirements administered by the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation (the “FDIC”). Failure to meet these minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, banks must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and American River Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. As of December 31, 2020 and 2019, the most recent regulatory notification categorized American River Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s categories.

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At December 31, 2020, shareholders’ equity was $93,095,000, representing an increase of $10,186,000 (12.3%) from $82,909,000 at December 31, 2019. The increase in 2020 resulted from additions of net income of $7,055,000, the increase in the unrealized gain on securities due to a decrease in interest rates of $4,364,000, and stock based compensation of $425,000 exceeding the payment of cash dividends of $1,658,000. In 2019, shareholders’ equity increased $8,188,000 (11.0%) from $74,721,000 at December 31, 2018. The increase in 2019 resulted from additions of net income of $5,500,000, the increase in the unrealized gain on securities due to a decrease in interest rates of $3,668,000, and stock based compensation of $433,000 exceeding the payment of cash dividends of $1,413,000.

Table Eleven below lists the Company’s and American River Bank’s actual capital ratios at December 31, 2020 and 2019, as well as the minimum capital ratios for capital adequacy for American River Bank. The ratio for the minimum regulatory requirement includes the capital conservation buffer of 2.50%. While the Company has elected to adopt the CBLR framework in which it is no longer required to report the risk-based capital ratios, we believe reporting them to our shareholders allows them to compare the ratios of companies of similar size and, therefore, are presented below.

 

Table Eleven: Capital Ratios        
   At December 31,   Minimum Regulatory Capital Requirements 
   2020   2019   2020   2019 
American River Bankshares:                    
Leverage ratio   8.3%   9.2%   N/A    N/A 
Tier 1 Risk-Based Capital   15.0%   14.8%   N/A    N/A 
Total Risk-Based Capital   16.2%   15.9%   N/A    N/A 
                     
American River Bank:                    
Leverage ratio   8.4%   9.3%   6.5%   6.5%
Common Equity Tier 1 Capital   15.1%   14.9%   7.0%   7.0%
Tier 1 Risk-Based Capital   15.1%   14.9%   8.5%   8.5%
Total Risk-Based Capital   16.4%   16.1%   10.5%   10.5%

At December 31, 2020, American River Bank’s ratios were in excess of the regulatory definition of “well capitalized.” Management believes that the Company’s capital is adequate to support current operations and anticipated growth and currently foreseeable future capital requirements of the Company and its subsidiaries.

Effective January 1, 2015, bank holding companies with consolidated assets of $1 Billion or more ($3 Billion or more effective August 30, 2018) and banks like American River Bank must comply with minimum capital ratio requirements which have been fully phased in. The capital requirements consist of the following: (i) a common equity Tier 1 capital to total risk weighted assets ratio of 4.5%; (ii) a Tier 1 capital to total risk weighted assets ratio of 6%; (iii) a total capital to total risk weighted assets ratio of 8%; and (iv) a Tier 1 capital to adjusted average total assets (“leverage”) ratio of 4%.

 

In addition, a “capital conservation buffer,” was established which requires maintenance of a minimum of 2.5% of common equity Tier 1 capital to total risk weighted assets in excess of the regulatory minimum capital ratio requirements described above. The 2.5% buffer increases the minimum capital ratios to (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The buffer requirement became fully phased in on January 1, 2019. If the capital ratio levels of a banking organization fall below the capital conservation buffer amount, the organization will be subject to limitations on (i) the payment of dividends; (ii) discretionary bonus payments; (iii) discretionary payments under Tier 1 instruments; and (iv) engaging in share repurchases.

 

Market Risk Management

Overview. Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from interest rate risk inherent in its loan, investment and deposit functions. The goal for managing the assets and liabilities of the Company is to maximize shareholder value and earnings while maintaining a high quality balance sheet without exposing the Company to undue interest rate risk. The Board of Directors has overall responsibility for the interest rate risk management policies. The Company has an Enterprise Risk Management Committee, made up of Company management that establishes and monitors guidelines to control the sensitivity of earnings to changes in interest rates.

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Asset/Liability Management. Activities involved in asset/liability management include but are not limited to lending, accepting and placing deposits and investing in securities. Interest rate risk is the primary market risk associated with asset/liability management. Sensitivity of earnings to interest rate changes arises when yields on assets change in a different time period or in a different amount from that of interest costs on liabilities. To mitigate interest rate risk, the structure of the balance sheet is managed with the goal that movements of interest rates on assets and liabilities are correlated and contribute to earnings even in periods of volatile interest rates. The asset/liability management policy sets limits on the acceptable amount of variance in net interest margin and market value of equity under changing interest environments. The Company uses simulation models to forecast earnings, net interest margin and market value of equity.

Simulation of earnings is the primary tool used to measure the sensitivity of earnings to interest rate changes. Using computer-modeling techniques, with specialized software built for this specific purpose for financial institutions, the Company is able to estimate the potential impact of changing interest rates on earnings, net interest margin and market value of equity. A balance sheet is prepared using detailed inputs of actual loans, securities and interest-bearing liabilities (i.e. deposits/borrowings). The balance sheet is processed using multiple interest rate scenarios. The scenarios include a rising rate forecast, a flat rate forecast and a falling rate forecast which take place within a one-year time frame. The net interest income is measured over one-year and two-year periods assuming a gradual change in rates over the twelve-month horizon. The simulation modeling attempts to estimate changes in the Company’s net interest income utilizing a detailed current balance sheet.

 

Interest Rate Sensitivity Analysis Interest rate sensitivity is a function of the repricing characteristics of the portfolio of assets and liabilities. These repricing characteristics are the time frames within which the interest-bearing assets and liabilities are subject to change in interest rates either at replacement, repricing or maturity. Interest rate sensitivity management focuses on the maturity of assets and liabilities and their repricing during periods of changes in market interest rates. Interest rate sensitivity is measured as the difference between the volumes of assets and liabilities in the current portfolio that are subject to repricing at various time horizons. The differences are known as interest sensitivity gaps. A positive cumulative gap may be equated to an asset sensitive position. An asset sensitive position in a rising interest rate environment will cause a bank’s interest rate margin to expand. This results as floating or variable rate loans reprice more rapidly than fixed rate certificates of deposit that reprice as they mature over time. Conversely, a declining interest rate environment will cause the opposite effect. A negative cumulative gap may be equated to a liability sensitive position. A liability sensitive position in a rising interest rate environment will cause a bank’s interest rate margin to contract, while a declining interest rate environment will have the opposite effect.

 

Table Twelve below summarizes the effect on net interest income (NII) of a ±100 and ±200 basis point change in interest rates as measured against a constant rate (no change) scenario.

Table Twelve: Interest Rate Risk Simulation of Net Interest as of December 31, 2020     
(dollars in thousands) 

$ Change in NII

from Current

12 Month Horizon

  

$ Change in NII

from Current

24 Month Horizon

 
Variation from a constant rate scenario          
+100bp  $664   $2,140 
+200bp  $1,149   $3,990 
-100bp  $(605)  $(2,224)
-200bp  $(1,215)  $(3,976)

After a review of the model results as of December 31, 2020, the Company does not consider the fluctuations from the base case, to have a material impact on the Company’s projected results and are within the tolerance levels outlined in the Company’s interest rate risk polices. The simulations of earnings do not incorporate any management actions, which might moderate the negative consequences of interest rate deviations. Therefore, they do not reflect likely actual results, but serve as reasonable estimates of interest rate risk.

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Inflation

 

The impact of inflation on a financial institution differs significantly from that exerted on manufacturing or other commercial concerns primarily because its assets and liabilities are largely monetary. In general, inflation primarily affects the Company and its subsidiaries through its effect on market rates of interest, which affects the Company’s ability to attract loan customers. Inflation affects the growth of total assets by increasing the level of loan demand and potentially adversely affects capital adequacy because loan growth in inflationary periods can increase at rates higher than the rate that capital grows through retention of earnings which may be generated in the future. In addition to its effects on interest rates, inflation increases overall operating expenses. Inflation has not had a material effect upon the results of operations of the Company during the years ended December 31, 2020, 2019 and 2018.

 

Liquidity

Liquidity management refers to the Company’s ability to provide funds on an ongoing basis to meet fluctuations in deposit levels as well as the credit needs and requirements of its clients. Both assets and liabilities contribute to the Company’s liquidity position. Federal funds lines, short-term investments and securities, and loan repayments contribute to liquidity, along with deposit increases, while loan funding and deposit withdrawals decrease liquidity. The Company assesses the likelihood of projected funding requirements by reviewing historical funding patterns, current and forecasted economic conditions and individual client funding needs. Commitments to fund loans and outstanding standby letters of credit at December 31, 2020 were approximately $32,851,000 and zero, respectively. Such loan commitments relate primarily to revolving lines of credit and other commercial loans and to real estate construction loans. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

The Company’s sources of liquidity consist of cash and due from correspondent banks, overnight funds sold to correspondent banks, unpledged marketable investments and loans held for sale. On December 31, 2020, consolidated liquid assets totaled $191.2 million or 22.0% of total assets compared to $141.5 million or 19.6% of total assets on December 31, 2019. In addition to liquid assets, the Company maintains short-term lines of credit in the amount of $17,000,000 with two of its correspondent banks. At December 31, 2020, the Company had $17,000,000 available under these credit lines. Additionally, American River Bank is a member of the FHLB. At December 31, 2020, American River Bank could have arranged for up to $153,196,000 in secured borrowings from the FHLB. These borrowings are secured by pledged mortgage loans and investment securities. At December 31, 2020, the Company had $132,409,000 available under these secured borrowing arrangements. American River Bank also has a secured borrowing arrangement with the Federal Reserve Bank. The borrowing can be secured by pledging selected loans and investment securities. Based on the amount of assets pledged at the Federal Reserve Bank at December 31, 2020, the Company’s borrowing capacity was $6,209,000.

The Company serves primarily a business and professional customer base and, as such, its deposit base is susceptible to economic fluctuations. Accordingly, management strives to maintain a balanced position of liquid assets to volatile and cyclical deposits.

Liquidity is also affected by portfolio maturities and the effect of interest rate fluctuations on the marketability of both assets and liabilities. The Company can sell any of its unpledged securities held in the available-for-sale category to meet liquidity needs. These securities are also available to pledge as collateral for borrowings if the need should arise. American River Bank can also pledge additional securities to borrow from the Federal Reserve Bank and the FHLB.

The maturity distribution of certificates of deposit is set forth in Table Thirteen below for the period presented. These deposits are generally more rate sensitive than other deposits and, therefore, are more likely to be withdrawn to obtain higher yields elsewhere if available.

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Table Thirteen:  Certificates of Deposit Maturities        
December 31, 2020        

(dollars in thousands)		  Less than $250,000   Over $250,000 
Three months or less  $8,166   $17,200 
Over three months through six months   3,673    13,834 
Over six months through twelve months   5,451    3,022 
Over twelve months   9,821    8,014 
Total  $27,111   $42,070 

 

Loan demand also affects the Company’s liquidity position. Table Fourteen below presents the maturities of loans for the period indicated.

Table Fourteen:  Loan Maturities (Gross Loans)    
December 31, 2020                
   One year   One year through   Over     
(dollars in thousands)  or less   five years   five years   Total 
Commercial  $7,860   $68,905   $17,757   $94,522 
Real estate   29,664    104,843    216,354    350,861 
Agriculture   100    120    5,871    6,091 
Consumer   1,355    679    26,770    28,804 
Total  $38,979   $174,547   $266,752   $480,278 
                     

Loans shown above with maturities greater than one year include $189,314,000 of variable interest rate loans and $251,985,000 of fixed interest rate loans. The carrying amount, maturity distribution and weighted average yield of the Company’s investment securities available-for-sale and held-to-maturity portfolios are presented in Table Fifteen below. The yields on tax-exempt obligations have been computed on a tax equivalent basis. Yields may not represent actual future income to be recorded. Timing of principal prepayments on mortgage-backed securities may increase or decrease depending on market factors and the borrowers’ ability to make unscheduled principal payments. Fast prepayments on bonds that were purchased with a premium will result in a lower yield and slower prepayments on premium bonds will result in a higher yield, the opposite would be true for bonds purchased at a discount. Table Fifteen does not include FHLB Stock, which does not have stated maturity dates or readily available market values. The balance in FHLB Stock at December 31, 2020, 2019 and 2018 was $4,212,000, $4,259,000 and $3,932,000, respectively.

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Table Fifteen: Securities Maturities and Weighted Average Yields

                     
(Taxable Equivalent Basis)                    
December 31,  2020   2019   2018 
(dollars in thousands)  Carrying
Amount		   Weighted
Average
Yield		   Carrying
Amount		   Weighted
Average
Yield		   Carrying
Amount		   Weighted
Average
Yield		 
Available-for-sale securities:                              
State and political subdivisions                              
Maturing within 1 year  $281    4.00%  $—    —   $255    5.06%
Maturing after 1 year but within 5 years   361    4.00%   952    3.70%   1,141    5.06%
Maturing after 5 years but within 10 years   12,998    2.56%   5,224    2.40%   9,831    6.03%
Maturing after 10 years   2,661    2.56%   7,271    2.81%   3,173    6.33%
U.S. Treasury securities                              
Maturing within 1 year   —    —    —    —    4,976    2.30%
U.S. Government Agencies and U.S.-Sponsored Agencies   283,833    1.97%   241,887    2.69%   269,049    2.69%
Other                              
Maturing within 1 year   2,020    2.24%   501    3.50%   —    — 
Maturing after 1 year but within 5 years   —    —    2,003    2.24%   2,434    2.49%
Maturing after 5 years but within 10 years   4,812    5.36%   4,127    5.53%   4,074    5.53%
Non-maturing   —    —    —    —    —    — 
Total investment securities  $306,966    2.08%  $261,965    2.73%  $294,933    2.88%
                               
Held-to-maturity securities:                              
U.S. Government Agencies and U.S.-Sponsored Agencies  $12    7.23%  $248    5.51%  $292    5.40%
Total investment securities  $12    7.23%  $248    5.51%  $292    5.40%
                               

The carrying values of available-for-sale securities include net unrealized gains (losses) of $8,739,000, $2,544,000 and ($2,664,000) at December 31, 2020, 2019 and 2018, respectively. The carrying values of held-to-maturity securities do not include unrealized gains or losses; however, the net unrecognized gains at December 31, 2020, 2019 and 2018 were $1,000, $18,000 and $14,000, respectively.

Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business in order to meet the financing needs of its customers and to reduce its exposure to fluctuations in interest rates. These financial instruments consist of commitments to extend credit and letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized on the balance sheet.

As of December 31, 2020, commitments to extend credit and letters of credit were the only financial instruments with off-balance sheet risk. The Company has not entered into any contracts for financial derivative instruments such as futures, swaps, options or similar instruments. At origination, real estate commitments are generally secured by property with a loan-to-value ratio of 55% to 75%. In addition, the majority of the Company’s commitments have variable interest rates. The following financial instruments represent off-balance-sheet credit risk:

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   December 31, 
   2020   2019 
Commitments to extend credit (dollars in thousands):          
Revolving lines of credit secured by 1-4 family residences  $43   $41 
Commercial real estate, construction and land development commitments secured by real estate   11,765    22,508 
Other unused commitments, principally commercial loans   21,043    17,775 
   $32,851   $40,324 
Letters of credit  $—   $300 

The Company’s exposure to credit loss in the event of nonperformance by the other party for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and letters of credit as it does for loans included on the consolidated balance sheets.

Certain financial institutions have elected to use special purpose vehicles (“SPV”) to dispose of problem assets. The SPV is typically a subsidiary company with an asset and liability structure and legal status that makes its obligations secure even if the parent corporation goes bankrupt. Under certain circumstances, these financial institutions may exclude the problem assets from their reported impaired and nonperforming assets. The Company does not use those vehicles or any other structures to dispose of problem assets.

Contractual Obligations

The Company leases certain facilities at which it conducts its operations. Future minimum lease commitments under non-cancelable operating leases are noted in Table Sixteen below. Table Sixteen below presents certain of the Company’s contractual obligations as of December 31, 2020.

 

Table Sixteen: Contractual Obligations    
(dollars in thousands)  Payments due by period 
   Total   Less than
 1 year		   1-3 years   3-5 years   More than
5 years		 
Long-Term Debt   $13,787   $—   $10,000   $3,787   $— 
Capital Lease Obligations   —    —    —    —    — 
Operating Leases   3,166    777    1,082    554    753 
Purchase Obligations   —    —    —    —    — 
Certificates of Deposit   69,181    51,346    12,553    5,282    — 
Other Long-Term Liabilities Reflected on the Company’s Balance Sheet under GAAP   4,555    595    1,054    796    2,110 
Total  $90,689   $52,718   $24,689   $10,419   $2,863 

Included in the table are amounts payable under the Company’s Deferred Compensation Plan, Deferred Fees Plan and salary continuation agreements listed in the “Other Long-Term Liabilities…” category. At December 31, 2020, these amounts represented $4,555,000 most of which is anticipated to be primarily payable at least five years in the future.

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Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. In issuing the standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees. The CECL model does not apply to available-for-sale (“AFS”) debt securities. For AFS debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for credit losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU No. 2016-13 was initially scheduled to become effective for the Company for interim and annual reporting periods beginning after December 15, 2019, however, on November 15, 2019 the FASB issued ASU 2019-10 delaying the effective date for smaller reporting companies, such as the Company, to interim and annual reporting periods beginning after December 15, 2022; early adoption is still permitted for interim and annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). While the Company is currently evaluating the provisions of ASU No. 2016-13 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements, including if it will early adopt the standard, it has taken steps to prepare for the implementation when it becomes effective, such as forming an internal task force, gathering pertinent data, consulting with outside professionals, evaluating its current IT systems, and purchasing a software solution. The Company has imported current and historical data into the new software and is currently validating the data and intends to begin processing information, on a test basis, with the new CECL specific software during 2021 and to disclose any material potential impact of this modeling once it becomes available.

 

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This ASU eliminates Step 2 from the goodwill impairment test. Under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This ASU eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative test. The Company adopted ASU No. 2017-04 during the first quarter 2020 and the adoption did not have a material impact on the Company’s financial position, results of operations or cash flows. There was no impairment recorded as a result of our annual goodwill assessment during the fourth quarter of 2020.

 

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820). – Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in ASU 2018-13 remove disclosures that no longer are considered cost beneficial, modify/clarify the specific requirements of certain disclosures, and add disclosure requirements identified as relevant. ASU 2018-13 became effective for the Company on January 1, 2020. The effects of adopting ASU No. 2018-13 did not have a material impact on the Company’s financial position, results of operations or cash flows.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The information required by Item 7A of Form 10-K is contained in the “Market Risk Management” section of Item 7-“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 55.

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Item 8.Financial Statements and Supplementary Data.

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
  Page
   
Report of Independent Registered Public Accounting Firm-Crowe LLP 63
   
Consolidated Balance Sheets, December 31, 2020 and 2019 65
   
Consolidated Statements of Income for the Years Ended December 31, 2020, 2019 and 2018 66
   
Consolidated Statement of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018 67
   
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2020, 2019 and 2018 68
   
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 69-70
   
Notes to Consolidated Financial Statements 71-116

 

All schedules have been omitted since the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the Consolidated Financial Statements or notes thereto.

62
 

(LOGO)

Crowe LLP

Independent Member Crowe Global

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Shareholders and Board of Directors

American River Bankshares

Rancho Cordova, California

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of American River Bankshares (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.  The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

63
 

Qualitative Factors of the Allowance for Loan Losses

 

As disclosed in Note 2 and Note 7 to the consolidated financial statements, the Company maintains an allowance for probable incurred losses in the Company’s loan portfolio, the balance of which was $6,628,000 at December 31, 2020. This allowance for loan losses consists of specific reserves for loans individually evaluated for impairment and general reserves for loans collectively evaluated for impairment. The general reserves for loans not considered individually impaired is determined by management considering historical losses and qualitative factors, overall and by portfolio segment. The qualitative allowance addresses 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. Considerations used by management in establishing qualitative factors include economic trends in the Company’s service areas, industry experience and trends, geographic concentrations, estimated collateral values, the Company’s underwriting policies, the character of the credit portfolio, and probable losses inherent in the portfolio taken as a whole.

 

We identified auditing the estimate of the qualitative factors and their impact on the general reserves in the Company’s allowance for loan losses as a critical audit matter because it involved especially subjective auditor judgment and extensive audit effort. Auditing management’s qualitative allowance involved especially subjective judgment because management’s estimate of the qualitative factors and their impact on the general reserves involves significant and subjective assumptions.

 

The primary procedures we performed to address this critical audit matter included substantively testing management’s process, including evaluating their judgments and assumptions, for developing the qualitative factors of allowance for loan losses, which included:

 

·Evaluating the completeness and accuracy of data used as a basis for the adjustments relating to qualitative reserve factors by corroborating data obtained from external sources and reconciling and vouching internally generated data to system reports.
·Evaluating that management’s assessment of the data and other considerations used in the calculation of the qualitative factors and the resulting amounts are supported and reasonable.
·Analytically evaluating the qualitative factors of allowance for loan losses year over year and assessing changes, or lack thereof, for reasonableness compared to credit quality and other relevant trends.

 

-s- Crowe LLP

 

Crowe LLP

 

We have served as the Company’s auditor since 2011.

 

Sacramento, California

March 17, 2021

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AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

December 31, 2020 and 2019

(Dollars in thousands)

 

   2020   2019 
ASSETS          
           
Cash and due from banks  $14,030   $15,258 
Interest-bearing deposits in banks   28,479    2,552 
           
Total cash and cash equivalents   42,509    17,810 
           
Investment securities (Note 5):          
Available-for-sale, at fair value   306,966    261,965 
Held-to-maturity, at amortized cost; fair value of $13 in 2020 and $266 in 2019   12    248 
Loans, less allowance for loan losses of $6,628 in 2020 and $5,138 in 2019 (Notes 6, 7, 12 and 17)   471,853    393,802 
Premises and equipment, net (Note 8)   1,002    1,191 
Federal Home Loan Bank of San Francisco stock   4,212    4,259 
Other real estate owned, net   800    846 
Goodwill (Note 4)   16,321    16,321 
Bank-owned life insurance (Note 16)   16,101    15,763 
Accrued interest receivable and other assets (Notes 11 and 16)   9,215    8,148 
           
Assets  $868,991   $720,353 
          
LIABILITIES AND SHAREHOLDERS’ EQUITY          
           
Deposits:          
Noninterest-bearing  $330,095   $227,055 
Interest-bearing (Note 9)   414,082    377,782 
           
Total deposits   744,177    604,837 
           
Short-term borrowings (Note 10)   7,000    9,000 
Long-term borrowings (Note 10)   13,787    10,500 
Accrued interest payable and other liabilities (Note 16)   10,932    13,107 
           
Total liabilities   775,896    637,444 
           
Commitments and contingencies (Note 12)          
           
Shareholders’ equity (Notes 13 and 14):          
Common stock - no par value; 20,000,000 shares authorized; issued and outstanding - 5,937,529 shares in 2020 and 5,898,878 shares in 2019   30,961    30,536 
Retained earnings   55,978    50,581 
Accumulated other comprehensive income, net of taxes (Note 5)   6,156    1,792 
           
Total shareholders’ equity   93,095    82,909 
           
Liabilities And Shareholders' Equity  $868,991   $720,353 

 

See accompanying notes to consolidated financial statements.

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AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME

 

For the Years Ended December 31, 2020, 2019 and 2018

(Dollars in thousands, except per share data)

 

   2020   2019   2018 
Interest income:               
Interest and fees on loans:               
Taxable  $20,322   $16,834   $13,924 
Exempt from Federal income taxes   944    781    529 
Interest on deposits in banks   88    201    33 
Interest on Federal funds sold   —    5    348 
Interest and dividends on investment securities:               
Taxable   6,401    7,589    6,901 
Exempt from Federal income taxes   145    260    507 
                
Total interest income   27,900    25,670    22,242 
                
Interest expense:               
Interest on deposits (Note 9)   1,274    2,078    1,359 
Interest on borrowings   308    383    237 
                
Total interest expense   1,582    2,461    1,596 
                
Net interest income   26,318    23,209    20,646 
                
Provision for loan losses (Note 7)   1,520    660    175 
                
Net interest income after provision for loan losses   24,798    22,549    20,471 
                
Noninterest income:               
Service charges   500    558    476 
Gain on sale of investment securities (Note 5)   38    115    31 
Other income (Note 15)   988    1,015    1,006 
                
Total noninterest income   1,526    1,688    1,513 
                
Noninterest expense:               
Salaries and employee benefits (Notes 6 and 16)   11,202    11,316    10,203 
Other real estate expense   81    134    20 
Occupancy (Notes 8, 12 and 17)   1,031    1,023    1,050 
Furniture and equipment (Notes 8 and 12)   558    542    553 
Regulatory assessments   287    126    280 
Other expense (Note 15)   3,554    3,705    3,404 
                
Total noninterest expense   16,713    16,846    15,510 
                
Income before provision for income taxes   9,611    7,391    6,474 
                
Provision for income taxes (Note 11)   2,556    1,891    1,574 
                
Net income  $7,055   $5,500   $4,900 
                
Basic earnings per share (Note 13)  $1.20   $0.94   $0.83 
                
Diluted earnings per share (Note 13)  $1.20   $0.94   $0.83 

 

See accompanying notes to consolidated financial statements.

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AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

For the Years Ended December 31, 2020, 2019 and 2018

(Dollars in thousands)

 

   2020   2019   2018 
Net income  $7,055   $5,500   $4,900 
Other comprehensive income (loss):               
Increase (decrease) in net unrealized gains on investment securities   6,233    5,322    (2,225)
Deferred tax (expense) benefit   (1,842)   (1,573)   691 
Increase (decrease) in net unrealized gains on investment securities, net of tax   4,391    3,749    (1,534)
                
Reclassification adjustment for realized gains included in net income   (38)   (115)   (31)
Tax effect   11    34    10 
Realized gains, net of tax   (27)   (81)   (21)
                
Total other comprehensive income (loss)   4,364    3,668    (1,555)
                
Comprehensive income  $11,419   $9,168   $3,345 

 

See accompanying notes to consolidated financial statements.

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AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

For the Years Ended December 31, 2020, 2019 and 2018

(Dollars in thousands, except per share data)

 

               Accumulated     
               Other   Total 
   Common Stock       Comprehensive   Share- 
           Retained   Income (Loss)   holders’ 
   Shares   Amount   Earnings   (Net of Taxes)   Equity 
Balance, January 1, 2018   6,132,362   $34,463   $42,779   $(321)  $76,921 
                          
Net income   —    —    4,900    —    4,900 
Other comprehensive loss, net of tax (Note 5)   —    —    —    (1,555)   (1,555)
                          
Payment of cash dividend, $0.20 per share (Note 14)   —    —    (1,188)   —    (1,188)
Retirement of common stock (Note 13)   (306,618)   (4,773)   —    —    (4,773)
Net restricted stock award activity and related compensation expense (Note 13)   11,374    196    3    —    199 
Stock options exercised (Note 13)   21,310    189    —    —    189 
Stock option compensation expense (Note 13)   —    28    —    —    28 
                          
Balance, December 31, 2018   5,858,428    30,103    46,494    (1,876)   74,721 
                          
Net income   —    —    5,500    —    5,500 
Other comprehensive income, net of tax (Note 5)   —    —    —    3,668    3,668 
                          
Payment of cash dividend, $0.24 per share (Note 14)   —    —    (1,413)   —    (1,413)
Net restricted stock award activity and related compensation expense (Note 13)   29,310    324    —    —    324 
Stock options exercised (Note 13)   11,140    95    —    —    95 
Stock option compensation expense (Note 13)   —    14    —    —    14 
                          
Balance, December 31, 2019   5,898,878    30,536    50,581    1,792    82,909 
                          
Net income   —    —    7,055    —    7,055 
Other comprehensive income, net of tax (Note 5)   —    —    —    4,364    4,364 
                          
Payment of cash dividend, $0.28 per share (Note 14)   —    —    (1,658)   —    (1,658)
Net restricted stock award activity and related compensation expense (Note 13)   38,651    421    —    —    421 
Stock option compensation expense (Note 13)   —    4    —    —    4 
                          
Balance, December 31, 2020   5,937,529   $30,961   $55,978   $6,156   $93,095 

 

See accompanying notes to consolidated financial statements.

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AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

For the Years Ended December 31, 2020, 2019 and 2018

(Dollars in thousands)

 

   2020   2019   2018 
Cash flows from operating activities:               
Net income  $7,055   $5,500   $4,900 
Adjustments to reconcile net income to net cash provided by operating activities:               
Provision for loan losses   1,520    660    175 
Change in deferred loan origination fees, costs and purchase premiums, net   1,076    (384)   (239)
Depreciation and amortization   387    226    265 
Amortization of investment security premiums and discounts, net   1,562    1,455    2,404 
Gain on sale of investment securities   (38)   (115)   (31)
Increase in cash surrender value of life insurance policies   (338)   (334)   (307)
Deferred income tax (benefit) expense   (350)   (752)   333 
Stock-based compensation expense   425    338    227 
Write-down of other real estate owned   46    111    4 
Increase in accrued interest receivable and other assets   (2,743)   (523)   (125)
(Decrease) increase in accrued interest payable and other liabilities   (1,981)   1,688    76 
                
Net cash provided by operating activities   6,621    7,870    7,682 
                
Cash flows from investing activities:               
Proceeds from the sale of available-for-sale investment securities   4,229    63,325    27,003 
Proceeds from called available-for-sale investment securities   —    —    2,139 
Proceeds from matured available-for-sale investment securities   —    5,255    — 
Purchases of available-for-sale investment securities   (94,174)   (75,732)   (110,615)
Proceeds from principal repayments for available-for-sale mortgage-backed securities   49,616    46,705    44,321 
Proceeds from principal repayments for held-to-maturity mortgage-backed securities   236    44    86 
Net increase in loans   (69,639)   (54,598)   (290)
Proceeds from sale of loans   —    —    1,349 
Purchases of loans   (11,008)   (20,964)   (10,799)
Purchases of equipment   (198)   (346)   (178)
Net decrease (increase) in FHLB stock   47    (327)   — 
                
Net cash used in investing activities   (120,891)   (36,638)   (46,984)

 

(Continued)

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued)

For the Years Ended December 31, 2020, 2019 and 2018

(Dollars in thousands)

 

   2020   2019   2018 
Cash flows from financing activities:               
Net increase in demand, interest-bearing and savings deposits  $143,968   $28,431   $26,198 
Net (decrease) increase in time deposits   (4,628)   (14,268)   8,396 
Cash paid to repurchase common stock   —    —    (4,773)
Proceeds from exercised options   —    95    189 
Increase (decrease) in long-term borrowings   3,287    —    (1,500)
(Decrease) increase in short-term borrowings   (2,000)   4,000    1,500 
Cash dividends paid   (1,658)   (1,413)   (1,188)
                
Net cash provided by financing activities   138,969    16,845    28,822 
                
Increase (decrease) in cash and cash equivalents   24,699    (11,923)   (10,480)
                
Cash and cash equivalents at beginning of year   17,810    29,733    40,213 
                
Cash and cash equivalents at end of year  $42,509   $17,810   $29,733 
                
Supplemental disclosure of cash flow information:               
Right of use asset and obligation recorded upon adoption of ASU 2016-02  $—   $3,570   $— 
Addition to right of use asset and obligation recorded upon renewal of existing lease  $479   $234   $— 
                
Cash paid during the year for:               
Interest expense  $1,660   $2,519   $1,598 
Income taxes  $2,650   $1,888   $1,095 
                
Non-cash activities:               
Real estate acquired through foreclosure, repossession or deed in lieu of foreclosure  $—   $517   $— 

 

See accompanying notes to consolidated financial statements.

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AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.THE BUSINESS OF THE COMPANY

 

American River Bankshares (the “Company”) was incorporated under the laws of the State of California in 1995 under the name of American River Holdings and changed its name in 2004 to American River Bankshares. As a bank holding company, the Company is authorized to engage in the activities permitted under the Bank Holding Company Act of 1956, as amended, and regulations thereunder. As a community oriented regional bank holding company, the principal communities served are located in Sacramento, Placer, Yolo, El Dorado, Amador, and Sonoma counties.

 

The Company owns 100% of the issued and outstanding common shares of its banking subsidiary, American River Bank (“ARB” or the “Bank”). ARB was incorporated in 1983. ARB accepts checking and savings deposits, offers money market deposit accounts and certificates of deposit, makes secured and unsecured commercial, secured real estate, and other installment and term loans and offers other customary banking services. ARB operates four full-service banking offices in Sacramento County, one full-service banking office in Placer County, two full-service banking offices in Sonoma County, and three full-service banking offices in Amador County. The Company also owns one inactive subsidiary, American River Financial.

 

ARB does not offer trust services or international banking services and does not plan to do so in the near future. The deposits of ARB are insured by the Federal Deposit Insurance Corporation (the “FDIC”) up to applicable legal limits.

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

General

 

The accounting and reporting policies of the Company and its subsidiaries conform to accounting principles generally accepted in the United States of America and prevailing practices within the financial services industry.

 

Reclassifications

 

Certain reclassifications have been made to prior years’ balances to conform to classifications used in 2020. Reclassifications did not affect prior year net income or shareholders’ equity.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany transactions and accounts among the Company and its subsidiaries have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Cash and Cash Equivalents

 

For the purpose of the statement of cash flows, cash and due from banks and Federal funds sold are considered to be cash equivalents. Generally, Federal funds are sold for one-day periods. Interest-bearing deposits in banks are also considered to be cash equivalents, mature within one year and are carried at cost.

 

Investment Securities

 

Investments are classified into the following categories:

 

·Available-for-sale securities, reported at fair value, with unrealized gains and losses excluded from earnings and reported, net of taxes, as accumulated other comprehensive income (loss) within shareholders’ equity.

 

·Held-to-maturity securities, which management has the positive intent and ability to hold to maturity, reported at amortized cost.

 

Management determines the appropriate classification of its investments at the time of purchase and may only change the classification in certain limited circumstances. All transfers between categories are accounted for at fair value. There were no transfers during the years ended December 31, 2020 and 2019.

 

Gains or losses on the sale of investment securities are computed on the specific identification method. Interest earned on investment securities is reported in interest income, net of applicable adjustments for accretion of discounts and amortization of premiums.

 

An investment security is impaired when its carrying value is greater than its fair value. Investment securities that are impaired are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary. Management utilizes criteria such as the magnitude and duration of the decline and the intent and ability of the Company to retain its investment in the securities for a period of time sufficient to allow for an anticipated recovery in fair value, in addition to the reasons underlying the decline, to determine whether the loss in value is other than temporary. The term “other than temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. For debt securities, once a decline in value is determined to be other than temporary and management does not intend to sell the security or it is more likely than not that management will not be required to sell the security before recovery, only the portion of the impairment loss representing credit exposure is recognized as a charge to earnings, with the balance recognized as a charge to other comprehensive income. If management intends to sell the security or it is more likely than not that management will be required to sell the security before recovering its forecasted cost, the entire impairment loss is recognized as a charge to earnings. For any equity securities, the entire amount of the fair value adjustment is recognized through earnings.

 

Federal Home Loan Bank Stock

 

Investments in Federal Home Loan Bank of San Francisco (the “FHLB”) stock are carried at cost, and analyzed for impairment when circumstances warrant, and are redeemable at par with certain restrictions. Investments in FHLB stock are necessary to participate in FHLB programs.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Loans

 

Loans that management has both the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal amounts outstanding, adjusted for unearned income, deferred loan origination fees and costs, purchase premiums and discounts, write-downs and the allowance for loan losses. Loan origination fees, net of certain deferred origination costs, and purchase premiums and discounts are recognized as an adjustment to the yield of the related loans.

 

For all classes of loans, the accrual of interest is discontinued when, in the opinion of management, there is an indication that the borrower may be unable to meet payment requirements within an acceptable time frame relative to the terms stated in the loan agreement. Upon such discontinuance, all unpaid accrued interest is reversed against current income unless the loan is well secured and in the process of collection. Interest received on nonaccrual loans is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current and has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

 

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) Loan Modifications

 

The Company is actively working with its borrowers to provide loan payment deferrals as a result of the COVID-19 pandemic. Pursuant to the CARES Act, these loan modifications are not accounted for as TDRs. Payment deferral terms generally range from 90 to 180 days and some borrowers have been granted multiple deferrals. See Note 6 “Loans” for further details.

 

Loan Sales and Servicing

 

Included in the loan portfolio are Small Business Administration (“SBA”) loans and Farm Service Agency guaranteed loans that may be sold in the secondary market. At the time the loan is sold, the related right to service the loan is either retained, with the Company earning future servicing income, or released in exchange for a one-time servicing-released premium. Loans subsequently transferred to the loan portfolio are transferred at the lower of cost or fair value at the date of transfer. Any difference between the carrying amount of the loan and its outstanding principal balance is recognized as an adjustment to yield by the interest method. There were no loans held for sale at December 31, 2020 and 2019.

 

SBA and Farm Service Agency loans with unpaid balances of $47,000 and $78,000 were being serviced for others as of December 31, 2020 and 2019, respectively. The Company also serviced loans that are participated with other financial institutions totaling $3,865,000 and $4,042,000 as of December 31, 2020 and 2019, respectively.

 

Servicing rights acquired through 1) a purchase or 2) the origination of loans which are sold or securitized with servicing rights retained are recognized as separate assets. Servicing assets are initially recorded at fair value and are subsequently amortized in proportion to and over the period of the related net servicing income or expense. Servicing assets are periodically evaluated for impairment. Servicing assets were not considered material for disclosure purposes at December 31, 2020 and 2019.

 

Allowance for Loan Losses

 

The allowance for loan losses is an estimate of probable credit losses inherent in the Company’s credit portfolio that have been incurred as of the balance-sheet date. The allowance is established through a provision for loan losses which is charged to expense. Additions to the allowance are expected to maintain the adequacy of the total allowance after credit losses and loan growth. Credit exposures determined to be uncollectible are charged against the allowance. Cash received on previously charged off amounts is typically recorded as a recovery to the allowance. The overall allowance consists of two primary components, specific reserves related to impaired credits and general reserves for inherent probable losses related to credits that are not impaired. 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Allowance for Loan Losses (Continued)

 

For all classes of the portfolio, 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, including principal and interest, according to the contractual terms of the original agreement. Factors considered by management in determining impairment include payment status, and the probability of collecting scheduled principal and interest payments when due. Impaired loans are individually evaluated to determine the extent of impairment, if any, except for smaller-balance loans that are collectively evaluated for credit risk. When a loan is impaired, the Company measures impairment based on the present value of expected future cash flows discounted at the credit’s original interest rate, the credit’s observable market price, or the fair value of the collateral if the credit is collateral dependent. A loan is collateral dependent if the repayment of the credit is expected to be provided solely by the sale or operation of the underlying collateral.

 

For all portfolio segments, a restructuring of a debt constitutes a troubled debt restructuring (“TDR”) if the Company grants a concession to the borrower for economic or legal reasons related to the borrower’s financial difficulties that it would not otherwise consider. Restructured workout loans typically present an elevated level of credit risk as the borrowers are not able to perform according to the original contractual terms. Loans that are reported as TDRs are considered impaired and measured for impairment as described above.

 

For all portfolio segments, the determination of the general reserve for loans that are not impaired is based on estimates made by management, to include, but not limited to, consideration of historical losses by portfolio segment, internal asset classifications, and qualitative factors to include economic trends in the Company’s service areas, industry experience and trends, geographic concentrations, estimated collateral values, the Company’s underwriting policies, the character of the credit portfolio, and probable losses inherent in the portfolio taken as a whole.

 

The Company determines a separate allowance for each portfolio segment. These portfolio segments include commercial, real estate construction (including land and development loans), residential real estate, multi-family real estate, commercial real estate, agriculture, and consumer loans. The allowance for loan losses attributable to each portfolio segment, which includes both impaired credits and credits that are not impaired, is combined to determine the Company’s overall allowance, which is included as a component of loans on the consolidated balance sheet and available for all loss exposures.

 

The Company assigns a risk rating to all loans and periodically performs detailed reviews of all such loans over a certain threshold to identify credit risks and to assess the overall collectability of the portfolio. These risk ratings are also subject to examination by independent specialists engaged by the Company and the Company’s regulators. During the internal reviews, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which borrowers operate and the fair values of collateral securing these loans. These credit quality indicators are used to assign a risk rating to each individual credit. The risk ratings can be grouped into six major categories, defined as follows:

 

Pass – A pass loan is a strong credit with no existing or known potential weaknesses deserving of management’s close attention.

 

Watch – A watch credit is a loan that otherwise meets the definition of a standard or minimum acceptable quality loan, but which requires more than normal attention due to any of the following items: deterioration of borrower financial condition less severe than those warranting more adverse grading, deterioration of repayment ability and/or collateral value, increased leverage, adverse effects from a downturn in the economy, local market or industry, adverse changes in local or regional employer, management changes (including illness, disability, and death), and adverse legal action. Payments are current per the terms of the agreement. If conditions persist or worsen, a more severe risk grade may be warranted.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Allowance for Loan Losses (Continued)

 

Special Mention – A special mention credit is a loan that has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the credit or in the Company’s position at some future date. Special Mention credits are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.

 

Substandard – A substandard credit is a loan that is not adequately protected by the current sound worth and paying capacity of the borrower or the value of the collateral pledged, if any. Credits classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Well defined weaknesses include inadequate cash flow or collateral support, a project’s lack of marketability, failure to complete construction on time or a project’s failure to fulfill economic expectations. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

 

Doubtful – Credits classified as doubtful are loans that have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.

 

Loss – Credits classified as loss are loans considered uncollectible and charged off immediately.

 

The general reserve component of the allowance for loan losses also consists of reserve factors that are based on management’s assessment of the following for each portfolio segment: (1) inherent credit risk, (2) historical losses and (3) other qualitative factors. These reserve factors are inherently subjective and are driven by the repayment risk associated with each portfolio segment described below.

 

Real Estate- Commercial – Commercial real estate mortgage loans generally possess a higher inherent risk of loss than other real estate portfolio segments, except land and construction loans. Adverse economic developments or an overbuilt market impact commercial real estate projects and may result in troubled loans. Trends in vacancy rates of commercial properties impact the credit quality of these loans. High vacancy rates reduce operating revenues and the ability for properties to produce sufficient cash flow to service debt obligations.

 

Real Estate- Construction – These loans generally possess a higher inherent risk of loss than other real estate portfolio segments. A major risk arises from the necessity to complete projects within specified cost and time lines. Trends in the construction industry significantly impact the credit quality of these loans, as demand drives construction activity. In addition, trends in real estate values significantly impact the credit quality of these loans, as property values determine the economic viability of construction projects.

 

Real Estate- Multi-family – Multi-family loans are non-construction term mortgages for the acquisition, refinance, or improvement of residential rental properties with generally more than 4 dwelling units. Underwriting is generally based on borrower creditworthiness, sufficiency of net operating income to service the bank loan payment, and a prudent loan-to-value ratio, among other factors.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Allowance for Loan Losses (Continued)

 

Real Estate- Residential – Residential loans are generally loans to purchase or refinance 1-4 unit single-family residences, either owner-occupied or investor-owned. Some residential loans are short term to match their intended source of repayment through sale or refinance. The remainder are fixed or floating-rate term first mortgages with an original maturity between 2 and 10 years, generally with payments based on a 25-30 year amortization.

 

Commercial – Commercial loans generally possess a lower inherent risk of loss than real estate portfolio segments because these loans are generally underwritten to existing cash flows of operating businesses. Debt coverage is provided by business cash flows and economic trends influenced by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans.

 

Agricultural – Loans secured by crop production and livestock are especially vulnerable to two risk factors that are largely outside the control of the Company and borrowers: commodity prices and weather conditions.

 

Consumer – The consumer loan portfolio is comprised of a large number of small loans scheduled to be amortized over a specific period. Most installment loans are made directly for consumer purchases, but business loans granted for the purchase of heavy equipment or industrial vehicles may also be included. Also included in the consumer loan portfolio are home equity lines of credit and loans purchased from a specialty lender that originates classic and collector auto loans. Economic trends determined by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans. Weak economic trends indicate that the borrowers’ capacity to repay their obligations may be deteriorating.

 

Although management believes the allowance to be adequate, ultimate losses may vary from its estimates. At least quarterly, the Board of Directors reviews the adequacy of the allowance, including consideration of the relative risks in the portfolio, current economic conditions and other factors. If the Board of Directors and management determine that changes are warranted based on those reviews, the allowance is adjusted. In addition, the Company’s primary regulators, the FDIC and the California Department of Financial Protection and Innovation, as an integral part of their examination process, review the adequacy of the allowance. These regulatory agencies may require additions to the allowance based on their judgment about information available at the time of their examinations.

 

Allowance for Credit Losses on Off-Balance-Sheet Credit Exposures

 

The Company also maintains a separate allowance for off-balance-sheet commitments. Management estimates probable incurred losses using historical data and utilization assumptions. The allowance for off-balance-sheet commitments is included in accrued interest payable and other liabilities on the consolidated balance sheet.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Other Real Estate Owned (OREO)

 

Other real estate owned includes real estate acquired in full or partial settlement of loan obligations. When property is acquired, any excess of the recorded investment in the loan balance and accrued interest income over the estimated fair market value of the property less estimated selling costs is charged against the allowance for loan losses. Any excess of the fair value over the loan balance less estimated selling costs is recorded as noninterest income-other income. A valuation allowance for losses on other real estate may be maintained to provide for temporary declines in value. The valuation allowance is established through a provision for losses on other real estate which is included in other expenses. Subsequent gains or losses on sales or write-downs resulting from permanent impairments are recorded in other income or expense as incurred.

 

Premises and Equipment

 

Premises and equipment are carried at cost less accumulated depreciation. Land is not depreciated. Depreciation is determined using the straight-line method over the estimated useful lives of the related assets. The useful life of the building and improvements is forty years. The useful lives of furniture, fixtures and equipment are estimated to be three to ten years. Leasehold improvements are amortized over the life of the asset or the term of the related lease, whichever is shorter. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is charged to expense as incurred. Impairment of long-lived assets is evaluated by management based upon an event or changes in circumstances surrounding the underlying assets which indicate long-lived assets may be impaired.

 

Goodwill and Intangible Assets

 

Business combinations involving the Company’s acquisition of equity interests or net assets of another enterprise or the assumption of net liabilities in an acquisition of branches constituting a business may give rise to goodwill. Goodwill represents the excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed. The value of goodwill is ultimately derived from the Company’s ability to generate net earnings after the acquisition and is not deductible for tax purposes. A decline in net earnings could be indicative of a decline in the fair value of goodwill and result in impairment. For that reason, goodwill is assessed for impairment at least annually. Impairment exists when a reporting unit’s carrying value of goodwill exceeds its fair value. At December 31, 2020, the Company had one reporting unit and that reporting unit had positive equity and the Company elected to perform a qualitative assessment to determine if it was more likely than not that the fair value of the reporting unit exceeded its carrying value, including goodwill. The qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment.

 

Bank-Owned Life Insurance

 

The Company has purchased life insurance policies on certain key executives. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Income Taxes

 

The Company files its income taxes on a consolidated basis with its subsidiaries. The allocation of income tax expense represents each entity’s proportionate share of the consolidated provision for income taxes.

 

The Company accounts for income taxes using the balance sheet method, under which deferred tax assets and liabilities are recognized for the tax consequences of temporary differences between the reported amounts of assets and liabilities and their tax basis. The deferred provision for income taxes is the result of the net change in the deferred tax asset and deferred tax liability balances during the year. This amount combined with the current taxes payable or refundable, results in the income tax expense for the current year. On the consolidated balance sheet, net deferred tax assets are included in accrued interest receivable and other assets.

 

The realization of deferred income tax assets is assessed and a valuation allowance is recorded if it is “more likely than not” that all or a portion of the deferred tax assets will not be realized. “More likely than not” is defined as greater than a 50% likelihood. All available evidence, both positive and negative is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed. Based upon the Company’s analysis of available evidence, the Company determined that it is “more likely than not” that all of the deferred income tax assets as of December 31, 2020 and 2019 will be fully realized and therefore no valuation allowance was recorded.

 

The Company uses a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Interest expense and penalties associated with unrecognized tax benefits, if any, are classified as income tax expense in the consolidated statement of income.

 

Comprehensive Income

 

Comprehensive income is reported in addition to net income for all periods presented. Comprehensive income consists of net income and other comprehensive income (loss). Unrealized gains and losses on the Company’s available-for-sale investment securities are included in other comprehensive income (loss), adjusted for realized gains or losses included in net income, net of tax. Total comprehensive income and the components of accumulated other comprehensive income (loss) are presented in the consolidated statements of comprehensive income.

 

Earnings Per Share

 

Basic earnings per share (“EPS”), which excludes dilution, is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options or restricted stock, result in the issuance of common stock that share in the earnings of the Company. The treasury stock method has been applied to determine the dilutive effect of stock options and restricted stock in computing diluted EPS. Earnings and dividends per share are restated for all stock splits and stock dividends through the date of issuance of the consolidated financial statements.

 

There were no stock splits or stock dividends in 2020, 2019 or 2018.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Stock-Based Compensation

 

At December 31, 2020, the Company had two stock-based compensation plans, which are described more fully in Note 13. Compensation expense recorded in 2020, 2019, and 2018 totaled $425,000, $338,000 and $227,000, respectively. Compensation expense is recognized over the vesting period on a straight-line accounting basis.

 

There were no stock options awarded during 2020, 2019, and 2018. The fair value of previous option awards were estimated on the date of grant using a Black-Scholes-Merton based option valuation model.

 

Operating Segments

 

While the Company’s management monitors the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Operating segments are aggregated into one as operating results for all segments are similar. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.

 

Recently Issued Financial Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. In issuing the standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees. The CECL model does not apply to available-for-sale (“AFS”) debt securities. For AFS debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for credit losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU No. 2016-13 was initially scheduled to become effective for the Company for interim and annual reporting periods beginning after December 15, 2019, however, on November 15, 2019 the FASB issued ASU 2019-10 delaying the effective date for smaller reporting companies, such as the Company, to interim and annual reporting periods beginning after December 15, 2022; early adoption is still permitted for interim and annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). While the Company is currently evaluating the provisions of ASU No. 2016-13 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements, including if it will early adopt the standard, it has taken steps to prepare for the implementation when it becomes effective, such as forming an internal task force, gathering pertinent data, consulting with outside professionals, evaluating its current IT systems, and purchasing a software solution. The Company has imported current and historical data into the new software and is currently validating the data and intends to begin processing information, on a test basis, with the new CECL specific software during 2021 and to disclose any material potential impact of this modeling once it becomes available.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Recently Issued Financial Accounting Pronouncements (Continued)

 

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This ASU eliminates Step 2 from the goodwill impairment test. Under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This ASU eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative test. The Company adopted ASU No. 2017-04 during the first quarter 2020 and the adoption did not have a material impact on the Company’s financial position, results of operations or cash flows. There was no impairment recorded as a result of our annual goodwill assessment during the fourth quarter of 2020.

 

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820). – Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in ASU 2018-13 remove disclosures that no longer are considered cost beneficial, modify/clarify the specific requirements of certain disclosures, and add disclosure requirements identified as relevant. ASU 2018-13 became effective for the Company on January 1, 2020. The effects of adopting ASU No. 2018-13 did not have a material impact on the Company’s financial position, results of operations or cash flows.

 

3.FAIR VALUE MEASUREMENTS

 

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis as of December 31, 2020 and December 31, 2019. They indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In 2018, the Company adopted the provisions of Accounting Standard Update 2016-01 “Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). ASU 2016-01 requires the Company to use the exit price notion when measuring the fair value of financial instruments. The Company used the exit price notion for valuing financial instruments in 2019 and 2020. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

3.FAIR VALUE MEASUREMENTS (Continued)

 

Estimated fair values are disclosed for financial instruments for which it is practicable to estimate fair value. These estimates are made at a specific point in time based on relevant market data and information about the financial instruments. These estimates do not reflect any premium or discount that could result from offering the Company’s entire holdings of a particular financial instrument for sale at one time, nor do they attempt to estimate the value of anticipated future business related to the instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of these estimates.

 

The carrying amounts and estimated fair values of the Company’s financial instruments are as follows (dollars in thousands):

 

   Carrying   Fair Value Measurements Using:     
December 31, 2020  Amount   Level 1   Level 2   Level 3   Total 
Financial assets:                         
Cash and due from banks  $14,030   $14,030   $—   $—   $14,030 
Interest-bearing deposits in banks   28,479    26,733    1,746    —    28,479 
Available-for-sale Securities   306,966    —    306,966    —    306,966 
Held-to-maturity securities   12    —    13    —    13 
Loans, net   471,853    —    —    474,400    474,400 
Accrued interest receivable   3,733    —    1,428    2,305    3,733 
Financial liabilities:                         
Deposits:                         
Noninterest-bearing  $330,095   $330,095   $—   $—   $330,095 
Savings   87,315    87,315    —    —    87,315 
Money market   175,541    175,541    —    —    175,541 
NOW accounts   82,045    82,045    —    —    82,045 
Time Deposits   69,181    —    69,511    —    69,511 
Short-term borrowings   7,000    7,000    —    —    7,000 
Long-term borrowings   13,787    —    13,967    —    13,967 
Accrued interest payable   42    3    39    —    42 
                     
   Carrying   Fair Value Measurements Using:     
December 31, 2019  Amount   Level 1   Level 2   Level 3   Total 
Financial assets:                         
Cash and due from banks  $15,258   $15,258   $—   $—   $15,258 
Interest-bearing deposits in banks   2,552    806    1,746    —    2,552 
Available-for-sale Securities   261,965    —    261,965    —    261,965 
Held-to-maturity securities   248    —    266    —    266 
Loans, net   393,802    —    —    396,089    396,089 
Accrued interest receivable   1,929    —    780    1,149    1,929 
Financial liabilities:                         
Deposits:                         
Noninterest-bearing  $227,055   $227,055   $—   $—   $227,055 
Savings   75,820    75,820    —    —    75,820 
Money market   158,319    158,319    —    —    158,319 
NOW accounts   69,834    69,834    —    —    69,834 
Time Deposits   73,809    —    73,924    —    73,924 
Short-term borrowings   9,000    9,000    —    —    9,000 
Long-term borrowings   10,500    —    10,717    —    10,717 
Accrued interest payable   120    —    120    —    120 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

3.FAIR VALUE MEASUREMENTS (Continued)

 

Because no established market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the fair values presented.

 

Assets and liabilities measured at fair value on a recurring and non-recurring basis are presented in the following table:

 

(Dollars in thousands)      Quoted Prices             
       in Active   Significant         
       Markets for   Other   Significant     
       Identical   Observable   Unobservable     
      Assets   Inputs   Inputs   Total Gains 
December 31, 2020  Fair Value   (Level 1)   (Level 2)   (Level 3)   (Losses) 
Assets and liabilities measured on a recurring basis:                         
Available-for-sale securities:                         
U.S. Government Agencies and Sponsored Agencies  $283,833   $—   $283,833   $—   $— 
Corporate Debt Securities   6,832    —    6,832    —    — 
Obligations of states and political subdivisions   16,301    —    16,301    —    — 
                          
Total recurring  $306,966   $—   $306,966   $—   $— 
                          
      Quoted Prices             
       in Active   Significant         
       Markets for   Other   Significant     
       Identical   Observable   Unobservable     
       Assets   Inputs   Inputs   Total Gains 
December 31, 2020  Fair Value   (Level 1)   (Level 2)   (Level 3)   (Losses) 
Assets and liabilities measured on a nonrecurring basis:                         
Other real estate owned:                         
Land  $800   $—   $—   $800   $(46)
                          
Total nonrecurring  $800   $—   $—   $800   $(46)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

3.FAIR VALUE MEASUREMENTS (Continued)

 

(Dollars in thousands)      Quoted Prices             
       in Active   Significant         
       Markets for   Other   Significant     
       Identical   Observable   Unobservable     
       Assets   Inputs   Inputs   Total Gains 
December 31, 2019  Fair Value   (Level 1)   (Level 2)   (Level 3)   (Losses) 
Assets and liabilities measured on a recurring basis:                         
Available-for-sale securities:                         
U.S. Government Agencies and Sponsored Agencies  $241,887   $—   $241,887   $—   $— 
Corporate Debt Securities   6,631    —    6,631    —    — 
Obligations of states and political subdivisions   13,447    —    13,477    —    — 
                          
Total recurring  $261,965   $—   $261,965   $—   $— 
                     
      Quoted Prices             
       in Active   Significant         
       Markets for   Other   Significant     
       Identical   Observable   Unobservable     
       Assets   Inputs   Inputs   Total Gains 
December 31, 2019  Fair Value   (Level 1)   (Level 2)   (Level 3)   (Losses) 
Assets and liabilities measured on a nonrecurring basis:                         
Other Assets:                         
Repossessed asset  $517   $—   $—   $517   $— 
                          
Other real estate owned:                         
Land   846    —    —    846    (111)
                          
Total nonrecurring  $1,363   $—   $—   $1,363   $(111)

 

U.S. Government Agencies and Sponsored Agencies consist predominately of residential mortgage-backed securities.

 

The following methods were used to estimate the fair value of each class of financial instrument above:

Available-for-sale securities – Fair values for investment securities are based on quoted market prices, if available, and are considered Level 1, or evaluated using pricing models that vary by asset class and incorporate available trade, bid and other market information and are considered Level 2. Pricing applications apply available information, as applicable, through processes such as benchmark curves, benchmarking to like securities, sector groupings and matrix pricing.

 

Impaired loans – The fair value of collateral dependent impaired loans adjusted for specific allocations of the allowance for loan losses is generally based on recent real estate appraisals and/or evaluations. These appraisals and/or evaluations may utilize a single valuation approach or a combination of approaches including comparable sales, cost and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income and other available data. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. The valuation technique used for all Level 3 nonrecurring impaired loans is the sales comparison approach less a reserve for past dues taxes and selling costs ranging from 8% to 10%.

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AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

3.FAIR VALUE MEASUREMENTS (Continued)

 

Other assets and real estate owned – Other assets can contain non-real estate property obtained by repossession of collateral in the case of a loan default and are measured at fair value, less costs to sell. Certain commercial and residential real estate properties classified as OREO are measured at fair value, less costs to sell. Fair values are based on recent appraisals and/or evaluations. These appraisals and/or evaluations may use a single valuation approach or a combination of approaches including comparable sales, cost and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income and other available data. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. The valuation technique used for all Level 3 nonrecurring other assets and OREO is the sales comparison approach less selling costs ranging from 8% to 10%.

 

4.GOODWILL AND OTHER INTANGIBLE ASSETS

 

At December 31, 2020 and 2019, goodwill totaled $16,321,000. Goodwill is evaluated annually for impairment under the provisions of the codification Topic 350, Goodwill and Other Intangibles. The most recent annual assessment was performed as of December 31, 2020, and at that time, the Company’s reporting unit had positive equity and the Company elected to perform a qualitative assessment to determine if it was more likely than not that the fair value of the reporting unit exceeded its carrying value, including goodwill.  The qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment. Management determined that no impairment recognition was required for the years ended December 31, 2020, 2019 and 2018.

 

At December 31, 2020 and 2019, the Company did not have other intangible assets.

 

5.INVESTMENT SECURITIES

 

The amortized cost and estimated fair value of investment securities at December 31, 2020 and 2019 consisted of the following (dollars in thousands):

 

Available-for-Sale    
   2020 
   Amortized
Cost		   Gross
Unrealized
Gains		   Gross
Unrealized
Losses		   Estimated
Fair
Value		 
Debt securities:                    
U.S. Government Agencies and Sponsored Agencies  $276,191   $8,474   $(832)  $283,833 
Obligations of states and political subdivisions   15,288    1,013    —    16,301 
Corporate Debt Securities   6,748    85    (1)   6,832 
                     
   $298,227   $9,572   $(833)  $306,966 
84
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

5.INVESTMENT SECURITIES (Continued)

 

     
   2019 
   Amortized
Cost		   Gross
Unrealized
Gains		   Gross
Unrealized
Losses		   Estimated
Fair
Value		 
Debt securities:                    
U.S. Government Agencies and Sponsored Agencies  $239,617   $3,371   $(1,101)  $241,887 
Obligations of states and political subdivisions   13,308    212    (73)   13,447 
Corporate Debt Securities   6,496    135    —    6,631 
                     
   $259,421   $3,718   $(1,174)  $261,965 

 

U.S. Government Agencies and U.S. Government-sponsored Agencies consist predominately of residential mortgage-backed securities. Net unrealized gains on available-for-sale investment securities totaling $8,739,000 were recorded, net of $2,583,000 in tax liabilities, as accumulated other comprehensive income within shareholders’ equity at December 31, 2020. Proceeds and gross realized gains from the sale and call of available-for-sale investment securities for the year ended December 31, 2020 totaled $4,229,000 and $38,000, respectively. There were no transfers of available-for-sale investment securities during the year ended December 31, 2020.

 

Net unrealized gains on available-for-sale investment securities totaling $2,544,000 were recorded, net of $752,000 in tax liabilities, as accumulated other comprehensive income within shareholders’ equity at December 31, 2019. Proceeds and gross realized gains from the sale and call of available-for-sale investment securities for the year ended December 31, 2019 totaled $63,325,000 and $115,000, respectively. There were no transfers of available-for-sale investment securities during the year ended December 31, 2019.

 

Proceeds and gross realized gains from the sale, impairment and call of available-for-sale investment securities for the year ended December 31, 2018 totaled $27,003,000 and $31,000, respectively.

 

Held-to-Maturity

                               
   2020 
   Amortized
Cost		   Gross
Unrealized
Gains		   Gross
Unrealized
Losses		   Estimated
Fair
Value		 
Debt securities:                    
U.S. Government Agencies and Sponsored Agencies  $12   $1   $—   $13 
                     
     
   2019 
   Amortized
Cost		   Gross
Unrealized
Gains		   Gross
Unrealized
Losses		   Estimated
Fair
Value		 
Debt securities:                    
U.S. Government Agencies and Sponsored Agencies  $248   $18   $—   $266 

85
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

5.INVESTMENT SECURITIES (Continued)

 

There were no sales or transfers of held-to-maturity investment securities for the years ended December 31, 2020, 2019 and 2018.

 

The amortized cost and estimated fair value of investment securities at December 31, 2020 by contractual maturity are shown below (dollars in thousands).

 

   Available-for-Sale   Held-to-Maturity 
     Estimated       Estimated 
  Amortized   Fair   Amortized   Fair 
  Cost   Value   Cost   Value 
Within one year  $2,278   $2,301           
After one year through five years   360    361           
After five years through ten years   16,878    17,810           
After ten years   2,520    2,661           
    22,036    23,133           
                     
Investment securities not due at a single maturity date:                    
U.S. Government Agencies and Sponsored Agencies   276,191    283,833   $12   $13 
                     
   $298,227   $306,966   $12   $13 

 

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

 

Investment securities with amortized costs totaling $131,549,000 and $127,307,000 and estimated fair values totaling $137,031,000 and $129,643,000 were pledged to secure State Treasury funds on deposit, public agency and bankruptcy trustee deposits and borrowing arrangements (see Note 10) at December 31, 2020 and 2019, respectively.

 

Investment securities with unrealized losses at December 31, 2020 and 2019 are summarized and classified according to the duration of the loss period as follows (dollars in thousands):

   2020 
   Less than 12 Months   12 Months or More   Total 
   Fair   Unrealized   Fair   Unrealized   Fair   Unrealized 
   Value   Losses   Value   Losses   Value   Losses 
Available-for-Sale                              
                               
Debt securities:                              
U.S. Government Agencies and Sponsored Agencies  $58,886   $(403)  $31,138   $(429)  $90,024   $(832)
Corporate Debt Securities   749    (1)   —    —    749    (1)
                               
   $59,635   $(404)  $31,138   $(429)  $90,773   $(833)
86
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

5.INVESTMENT SECURITIES (Continued)

 

   2019 
   Less than 12 Months   12 Months or More   Total 
   Fair   Unrealized   Fair   Unrealized   Fair   Unrealized 
   Value   Losses   Value   Losses   Value   Losses 
Available-for-Sale                              
                               
Debt securities:                              
U.S. Government Agencies and Sponsored Agencies  $65,082   $(438)  $38,380   $(663)  $103,462   $(1,101)
Obligations of states and political subdivisions   8,060    (73)   —    —    8,060    (73)
                               
   $73,142   $(511)  $38,380   $(663)  $111,522   $(1,174)

 

At December 31, 2020, the Company held 204 securities of which 29 were in a loss position for less than twelve months and 21 were in a loss position for twelve months or more. These 50 securities consisted of mortgage-backed and corporate securities.

 

The unrealized loss on the Company’s investments in securities is primarily driven by interest rates. Because the decline in market value is attributable to a change in interest rates and not credit quality, and because the Company has the ability and intent to hold these investments until recovery of fair value, which may be maturity, management does not consider these investments to be other-than-temporarily impaired.

 

6.LOANS

 

Outstanding loans are summarized below. Commercial loans at December 31, 2020 include $55,546,000 in Paycheck Protection Program loans (dollars in thousands).

 

   December 31, 
   2020   2019 
Real estate - commercial  $251,348   $214,604 
Real estate - construction   18,424    23,169 
Real estate - multi-family   48,760    56,818 
Real estate - residential   32,329    29,180 
Commercial   94,522    43,019 
Agriculture   6,091    6,479 
Consumer   28,804    26,392 
           
Loans, gross   480,278    399,661 
           
Deferred loan origination fees and costs, net   (1,797)   (721)
Allowance for loan losses   (6,628)   (5,138)
           
Loans, net  $471,853   $393,802 

 

Certain loans are pledged as collateral for available borrowings with the FHLB and the Federal Reserve Bank of San Francisco (the “FRB”). Pledged loans totaled $255,410,000 and $220,918,000 at December 31, 2020 and 2019, respectively (see Note 10).

87
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

6.LOANS (Continued)

 

Salaries and employee benefits totaling $752,000, $438,000 and $357,000 have been deferred as loan origination costs for the years ended December 31, 2020, 2019 and 2018, respectively.

 

The Company is actively working with its borrowers to provide payment deferrals as a result of the COVID-19 pandemic. The terms of the payment deferrals are generally 90 days for consumer mortgage loans and up to 180 days and borrowers may be eligible for multiple deferrals. Pursuant to the CARES Act, these loan modifications are not accounted for as TDRs. As of December 31, 2020, two commercial real estate loans totaling $4,882,000 that had been modified remain in deferral. These loans are not considered past due until after the deferral period is over and scheduled payments have resumed.

88
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

7.ALLOWANCE FOR LOAN LOSSES

 

The following tables show the activity in the allowance for loan losses for the years ended December 31, 2020, 2019 and 2018 and the allocation of the allowance for loan losses as of December 31, 2020, 2019 and 2018 by portfolio segment and by impairment methodology. Commercial loans include $55,546,000 in Paycheck Protection Program (“PPP”) loans at December 31, 2020, and do not carry any associated allowance for loan loss, as they are 100% guaranteed by the Small Business Administration (“SBA”) (dollars in thousands):

 

  December 31, 2020 
       Real Estate   Other       
   Commercial   Commercial   Multi-
Family		   Construction   Residential   Agriculture   Consumer   Unallocated   Total 
Allowance for Loan Losses                                             
                                              
Beginning balance  $950   $1,906   $329   $986   $281   $107   $334   $245   $5,138 
Provision for loan losses   10    1,546    82    (299)   107    (22)   63    33    1,520 
Loans charged-off   (52)   —    —    —    —    —    (6)   —    (58)
Recoveries   14    14    —    —    —    —    —    —    28 
                                             
Ending balance allocated to portfolio segments  $922   $3,466   $411   $687   $388   $85   $391   $278   $6,628 
                                              
Ending balance:                                             
Individually evaluated for impairment  $—   $106   $—   $—   $6   $—   $—   $—   $112 
                                              
Ending balance:                                             
Collectively evaluated for impairment  $922   $3,360   $411   $687   $382   $85   $391   $278   $6,516 
                                              
Loans                                             
                                              
Ending balance  $94,522   $251,348   $48,760   $18,424   $32,329   $6,091   $28,804   $—   $480,278 
                                              
Ending balance:                                             
Individually evaluated for impairment  $—   $6,614   $—   $—   $436   $—   $—   $—   $7,050 
                                              
Ending balance:                                             
Collectively evaluated for impairment  $94,522   $244,734   $48,760   $18,424   $31,893   $ 6,091   $28,804   $—   $473,228 
89
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

7.ALLOWANCE FOR LOAN LOSSES (Continued)

 

  December 31, 2019 
       Real Estate   Other       
   Commercial   Commercial   Multi-
Family		   Construction   Residential   Agriculture   Consumer   Unallocated   Total 
Allowance for Loan Losses                                             
                                              
Beginning balance  $668   $2,114   $564   $267   $220   $88   $192   $279   $4,392 
Provision for loan losses   275    (219)   (235)   719    61    19    74    (34)   660 
Loans charged-off   —    —    —    —    —    —    —    —    — 
Recoveries   7    11    —    —    —    —    68    —    86 
                                              
Ending balance allocated to portfolio segments  $950   $1,906   $329   $986   $281   $107   $334   $245   $5,138 
                                              
Ending balance:                                             
Individually evaluated for impairment  $—   $133   $—   $—   $9   $—   $—   $—   $142 
                                              
Ending balance:                                             
Collectively evaluated for impairment  $950   $1,773   $329   $986   $272   $107   $334   $245   $4,996 
                                              
Loans                                             
                                              
Ending balance  $43,019   $214,604   $56,818   $23,169   $29,180   $6,479   $26,392   $—   $399,661 
                                              
Ending balance:                                             
Individually evaluated for impairment  $—   $7,152   $—   $—   $452   $—   $—   $—   $7,604 
                                              
Ending balance:                                             
Collectively evaluated for impairment  $43,019   $207,452   $56,818   $23,169   $28,728   $6,479   $26,392   $—   $392,087 
90
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

7.ALLOWANCE FOR LOAN LOSSES (Continued)

 

    December 31, 2018  
          Real Estate     Other              
    Commercial     Commercial     Multi-
Family		     Construction     Residential     Leases     Agriculture     Consumer     Unallocated     Total  
Allowance for Loan Losses                                                  
                                                   
Beginning balance  $447   $2,174   $1,047   $269   $205   $—   $31   $14   $291   $4,478 
Provision for loan losses   422    (68)   (483)   (2)   15    (1)   57    247    (12)   175 
Loans charged-off   (213)   —    —    —    —    —    —    (69)   —    (282)
Recoveries   12    8    —    —    —    1    —    —    —    21 
                                                  
Ending balance allocated to portfolio segments  $668   $2,114   $564   $267   $220   $—   $88   $192   $279   $4,392 
                                                                               
Ending balance:                                                  
Individually evaluated for impairment  $—   $132   $—   $—   $53   $—   $—   $—   $—   $185 
                                                   
Ending balance:                                                  
Collectively evaluated for impairment  $668   $1,982   $564   $267   $167   $—   $88   $192   $279   $4,207 
                                                   
Loans                                                  
                                                   
Ending balance  $29,650   $199,894   $56,139   $5,685   $16,338   $32   $4,419   $10,714   $—   $322,871 
                                                   
Ending balance:                                                  
Individually evaluated for impairment  $—   $7,783   $—   $—   $919   $—   $—   $—   $—   $8,702 
                                                   
Ending balance:                                                  
Collectively evaluated for impairment  $29,650   $192,111   $56,139   $5,685   $15,419   $32   $4,419   $10,714   $—   $314,169 
91
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

7.ALLOWANCE FOR LOAN LOSSES (Continued)

 

The following tables show the loan portfolio allocated by management’s internal risk ratings as of December 31, 2020 and 2019. Commercial “Pass” loans include $55,546,000 in PPP loans at December 31, 2020 (dollars in thousands):

                                         
    December 31, 2020 
    Credit Risk Profile by Internally Assigned Grade 
        Real Estate   Other Credit Exposure      
   Commercial   Commercial   Multi-Family   Construction   Residential   Agriculture   Consumer   Total 
Grade:                                        
Pass  $90,021   $229,887   $48,760   $18,424   $31,760   $6,091   $28,668   $453,611 
Watch   4,501    20,143    —    —    569    —    136    25,349 
Special mention   —    118    —    —    —    —    —    118 
Substandard   —    1,200    —    —    —    —    —    1,200 
Doubtful   —    —    —    —    —    —    —    — 
                                         
Total  $94,522   $251,348   $48,760   $18,424   $32,329   $6,091   $28,804   $480,278 

                                         
    December 31, 2019 
    Credit Risk Profile by Internally Assigned Grade 
        Real Estate   Other Credit Exposure      
   Commercial   Commercial   Multi-Family   Construction   Residential   Agriculture   Consumer   Total 
Grade:                                        
Pass  $38,085   $208,140   $56,818   $23,169   $28,570   $6,479   $26,317   $387,578 
Watch   4,915    6,329    —    —    610    —    75    11,929 
Special mention   19    —    —    —    —    —    —    19 
Substandard   —    135    —    —    —    —    —    135 
Doubtful   —    —    —    —    —    —    —    — 
                                         
Total  $43,019   $214,604   $56,818   $23,169   $29,180   $6,479   $26,392   $399,661 
92
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

7.ALLOWANCE FOR LOAN LOSSES (Continued)

 

The following tables show an aging analysis of the loan portfolio at December 31, 2020 and 2019. Commercial loans include $55,546,000 in PPP loans at December 31, 2020 (dollars in thousands):

 

   December 31, 2020 
           Past Due               Past Due     
           Greater               Greater Than     
   30-59 Days   60-89 Days   Than   Total Past           90 Days and     
   Past Due   Past Due   90 Days   Due   Current   Total Loans   Accruing   Nonaccrual 
Commercial:                                        
Commercial  $—   $—   $—   $—   $94,522   $94,522   $—   $— 
                                         
Real estate:                                        
Commercial   —    `—    —    —    251,348    251,348    —    — 
Multi-family   —    —    —    —    48,760    48,760    —    — 
Construction   —    —    —    —    18,424    18,424    —    — 
Residential   —    —    —    —    32,329    32,329    —    — 
                                         
Other:                                        
Agriculture   —    —    —    —    6,091    6,091    —    — 
Consumer   —    —    —    —    28,804    28,804    —    — 
                                         
Total  $—   $—   $—   $—   $480,278   $480,278   $—   $— 
93
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

7.ALLOWANCE FOR LOAN LOSSES (Continued)

 

   December 31, 2019 
           Past Due               Past Due     
           Greater               Greater Than     
   30-59 Days   60-89 Days   Than   Total Past           90 Days and     
   Past Due   Past Due   90 Days   Due   Current   Total Loans   Accruing   Nonaccrual 
Commercial:                                        
Commercial  $—   $—   $—   $—   $43,019   $43,019   $—   $— 
                                         
Real estate:                                        
Commercial   —    —    —    —    214,604    214,604    —    — 
Multi-family   —    —    —    —    56,818    56,818    —    — 
Construction   —    —    —    —    23,169    23,169    —    — 
Residential   —    —    —    —    29,180    29,180    —    — 
                                         
Other:                                        
Agriculture   —    —    —    —    6,479    6,479    —    — 
Consumer   75    —    —    —    26,317    26,392    —    — 
                                         
Total  $75   $—   $—   $—   $399,586   $399,661   $—   $— 

94
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

7.ALLOWANCE FOR LOAN LOSSES (Continued)

 

The following tables show information related to impaired loans as of and for the years ended December 31, 2020, 2019 and 2018 (dollars in thousands):

 

   December 31, 2020 
       Unpaid       Average   Interest 
   Recorded   Principal   Related   Recorded   Income 
   Investment   Balance   Allowance   Investment   Recognized 
With no related allowance recorded:                         
Real estate:                         
Commercial  $5,075   $5,209   $—   $5,323   $320 
Residential   312    399    —    316    13 
                          
   $5,387   $5,608   $—   $5,639   $333 
                          
With an allowance recorded:                         
Real estate:                         
Commercial  $1,539   $1,599   $106   $1,589   $91 
Residential   124    124    6    132    7 
                          
   $1,663   $1,723   $112   $1,721   $98 
                          
Total:                         
Real estate:                         
Commercial  $6,614   $6,808   $106   $6,912   $411 
Residential   436    523    6    448    20 
                          
   $7,050   $7,331   $112   $7,376   $431 

 

   December 31, 2019 
       Unpaid       Average   Interest 
   Recorded   Principal   Related   Recorded   Income 
   Investment   Balance   Allowance   Investment   Recognized 
With no related allowance recorded:                         
Real estate:                         
Commercial  $5,530   $5,664   $—   $5,654   $333 
Residential   318    405    —    323    20 
                          
   $5,848   $6,069   $—   $5,977   $353 
                          
With an allowance recorded:                         
Real estate:                         
Commercial  $1,622   $1,693   $133   $1,719   $101 
Residential   134    134    9    149    7 
                          
   $1,756   $1,827   $142   $1,868   $108 
                          
Total:                         
Real estate:                         
Commercial  $7,152   $7,357   $133   $7,373   $434 
Residential   452    539    9    472    27 
                          
   $7,604   $7,896   $142   $7,845   $461 
95
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

7.ALLOWANCE FOR LOAN LOSSES (Continued)

 

   December 31, 2018 
       Unpaid       Average   Interest 
   Recorded   Principal   Related   Recorded   Income 
   Investment   Balance   Allowance   Investment   Recognized 
With no related allowance recorded:                         
Commercial  $—   $—   $—   $—   $4 
Real estate:                         
Commercial   5,645    5,879    —    5,711    283 
Residential   323    410    —    326    18 
                          
   $5,968   $6,289   $—   $6,037   $305 
                          
With an allowance recorded:                         
Real estate:                         
Commercial  $2,138   $2,217   $132   $2,199   $133 
Residential   596    596    53    611    29 
                          
   $2,734   $2,813   $185   $2,810   $162 
                          
Total:                         
Commercial  $—   $—   $—   $—   $4 
Real estate:                         
Commercial   7,783    8,096    132    7,910    416 
Residential   919    1,006    53    937    47 
                          
   $8,702   $9,102   $185   $8,847   $467 

 

Interest income on non-accrual loans is generally recognized on a cash basis and was approximately $1,000 and $43,000 for the years ended December 31, 2019 and 2018. There was no interest income on non-accrual loans recognized on a cash basis for the year ended December 31, 2020.

 

Troubled Debt Restructurings and Loan Modifications for Affected Borrowers

 

There were no modifications made during the period ended December 31, 2020 or December 31, 2019 that were considered troubled debt restructurings. As of December 31, 2020, and 2019, the Company has a recorded investment in troubled debt restructurings of $5,854,000 and $5,970,000, respectively. The Company has allocated $112,000 and $78,000 of specific allowance for those loans at December 31, 2020 and 2019 and has not committed to lend additional amounts.

 

There were no payment defaults on troubled debt restructurings within 12 months following the modification during the year ended December 31, 2020 and 2019.

 

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

7.ALLOWANCE FOR LOAN LOSSES (Continued)

 

Troubled Debt Restructurings and Loan Modifications for Affected Borrowers (Continued)

 

The CARES Act permits banks to suspend requirements under GAAP for loan modifications to borrowers affected by COVID-19 that would otherwise be characterized as TDRs and suspend any determination related thereto if (i) the loan modification is made between March 1, 2020 and December 31, 2020 or 60 days after the end of the COVID-19 emergency declaration and (ii) the applicable loan was not more than 30 days past due as of December 31, 2019. The federal banking agencies also issued guidance to encourage banks to make loan modifications for borrowers affected by COVID-19 and to assure banks that they will not be criticized by examiners for doing so.

During 2020, the Company made arrangements with some of its borrowers to defer principal and interest payments from three to six months and extend the original maturities by a like term, defer principal and interest payments from three to six months, with the amount deferred due at maturity, and defer principle payments for six months, with the amount deferred due at maturity. These arrangements are not considered TDRs as the CARES Act provided relief from certain requirements under U.S. GAAP. Section 4013 of the CARES Act gives entities temporary relief from the accounting and disclosure requirements for TDRs under Accounting Standards Codification (“ASC”) 310-40 in certain situations. All of these deferral arrangements made by the Company in 2020 met such requirements. The Company continues to accrue interest on all of the loan deferrals. The amount of deferred loans at June 30, 2020 totaled $96,465,000. This balance has been reduced by paydowns, payoffs, or loans returning to normal payments, to $4,882,000 as of December 31, 2020. These loans are not considered past due until after the deferral period is over and scheduled payments have resumed.

 

8.PREMISES AND EQUIPMENT

 

Premises and equipment consisted of the following (dollars in thousands):

 

   December 31, 
   2020   2019 
Land  $206   $206 

Building and improvements

   907    907 
Furniture, fixtures and equipment   6,420    6,475 
Leasehold improvements   1,802    1,739 
           
Premises and Equipment, gross   9,335    9,327 
Less accumulated depreciation and amortization   (8,333)   (8,136)
           
Premises and Equipment, net  $1,002   $1,191 

 

Depreciation and amortization included in occupancy and furniture and equipment expense totaled $224,000, $226,000 and $265,000 for the years ended December 31, 2020, 2019 and 2018, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

9.INTEREST-BEARING DEPOSITS

 

Interest-bearing deposits consisted of the following (dollars in thousands):

 

   December 31, 
   2020   2019 
Savings  $87,315   $75,820 
Money market   175,541    158,319 
NOW accounts   82,045    69,834 
Time, $250,000 or more   42,070    46,218 
Other time   27,111    27,591 
           
Interest-bearing Deposits  $414,082   $377,782 

 

The Company held $29,000,000 in certificates of deposit for the State of California as of December 31, 2020 and 2019. This amount represents 3.9% of total deposit balances at December 31, 2020 and 4.8% at December 31, 2019.

 

Aggregate annual maturities of time deposits are as follows (dollars in thousands):

 

Year Ending   
December 31,   
2021  $51,346 
2022   6,626 
2023   5,927 
2024   2,071 
2025   3,211 
Thereafter   —   
      
Total  $69,181 

 

Interest expense recognized on interest-bearing deposits consisted of the following (dollars in thousands):

 

   Year Ended December 31, 
   2020   2019   2018 
Savings  $28   $28   $26 
Money market   582    548    257 
NOW accounts   16    15    15 
Time Deposits   648    1,487    1,061 
                
Interest Expense, Deposits  $1,274   $2,078   $1,359 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

10.BORROWING ARRANGEMENTS

 

The Company has $17,000,000 in unsecured short-term borrowing arrangements to purchase Federal funds with two of its correspondent banks. There were no advances under the borrowing arrangements as of December 31, 2020 and 2019.

 

In addition, the Company has a line of credit available with the FHLB which is secured by pledged mortgage loans (see Note 6) and investment securities (see Note 5). Borrowings may include overnight advances as well as loans with a term of up to thirty years. Advances totaling $20,787,000 were outstanding from the FHLB at December 31, 2020, bearing fixed interest rates ranging from 0.00% to 2.43% and maturing between April 12, 2021 and October 20, 2025. Advances totaling $19,500,000 were outstanding from the FHLB at December 31, 2019, bearing fixed interest rates ranging from 1.31% to 3.17% and maturing between January 1, 2020 and November 24, 2023. Amounts available under the borrowing arrangement with the FHLB at December 31, 2020 and 2019 totaled $132,409,000 and $143,406,000, respectively. Advances can be repaid prior to maturity, however, prepayment penalties may apply.

 

In addition, the Company entered into a secured borrowing agreement with the FRB in 2008. The borrowing arrangement is secured by pledging selected loans (see Note 6) and investment securities (see Note 5). There were no advances outstanding as of December 31, 2020 and 2019. Amounts available under the borrowing arrangement with the FRB at December 31, 2020 and 2019 totaled $6,209,000 and $8,642,000, respectively.

 

The following table summarizes these borrowings (dollars in thousands):

 

   December 31, 
   2020    2019  
       Weighted       Weighted 
       Average       Average 
   Amount   Rate   Amount   Rate 
Short-term portion of borrowings  $ 7,000    0.54%  $ 9,000    1.46%
Long-term borrowings   13,787    1.13%   10,500    2.48%
                     
   $ 20,787    0.93%  $ 19,500    2.01%

 

Maturities on these borrowings are as follows (dollars in thousands):

 

Year Ending     
December 31,     
2021  $7,000 
2022   5,000 
2023   5,000 
2024   — 
Thereafter   3,787 
      
Total  $20,787 

99
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

11.INCOME TAXES

 

The provision for income taxes for the years ended December 31, 2020, 2019 and 2018 consisted of the following (dollars in thousands):

 

   Federal   State   Total 
2020               
                
Current  $1,774   $1,132   $2,906 
Deferred   (237)   (113)   (350)
                
Provision for income taxes  $1,537   $1,019   $2,556 
                
2019               
                
Current  $1,642   $1,001   $2,643 
Deferred   (523)   (229)   (752)
                
Provision for income taxes  $1,119   $772   $1,891 
                
2018               
                
Current  $733   $508   $1,241 
Deferred   205    128    333 
                
Provision for income taxes  $938   $636   $1,574 

 

Deferred tax assets (liabilities) consisted of the following (dollars in thousands):

 

   December 31, 
   2020   2019 
Deferred tax assets:          
Allowance for loan losses  $1,989   $1,548 
Deferred compensation   1,944    1,899 
Future state tax deduction   241    198 
Premises and equipment   —    5 
Lease liabilities   802    915 
Other   93    72 
           
Total deferred tax assets   5,069    4,637 
Deferred tax liabilities:          
Deferred loan costs   (260)   (202)
Unrealized gains on available-for-sale investment securities   (2,583)   (752)
Federal Home Loan Bank stock dividends   (138)   (139)
Other real estate owned   (3)   (17)
Lease right of use asset   (858)   (850)
Premises and equipment   (31)   — 
           
Total deferred tax liabilities   (3,873)   (1,960)
           
Net deferred tax assets  $1,196   $2,677 

100
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

11.INCOME TAXES (Continued)

 

The Company and its subsidiaries file income tax returns in the United States and California jurisdictions. There are currently no pending federal, state or local income tax examinations by tax. Furthermore, with few exceptions, the Company is no longer subject to the examination by federal taxing authorities for the years ended before December 31, 2017 and by state and local taxing authorities for years before December 31, 2016. There were no unrecognized tax benefits accrued by the Company as of December 31, 2020. The Company does not expect to have a significant increase or decrease in unrecognized tax benefits in the next twelve months.

 

The provision for income taxes differs from amounts computed by applying the statutory Federal income tax rate of 21% in 2020, 2019 and 2018 to income before income taxes. The significant items comprising these differences consisted of the following:

 

   Year Ended December 31, 
   2020   2019   2018 
Federal income tax statutory rate   21.0%    21.0%    21.0% 
State franchise tax, net of Federal tax effect   8.4%    8.3%    8.1% 
Tax benefit of interest on loans to/investments in states and political subdivisions   (2.4)%    (2.9)%    (3.3)% 
Tax-exempt income from life insurance policies   (0.7)%    (1.0)%    (1.0)% 
Equity compensation expense   —    —    0.1% 
Other   0.3%    0.2%    (0.6)% 
                
Effective tax rate   26.6%    25.6%    24.3% 

 

12.COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS OF CREDIT RISK

 

Leases

 

The Company adopted ASU 2016-02, Leases (Topic 842), on January 1, 2019, using the alternative transition method whereby comparative periods were not restated. No cumulative effect adjustment to the opening balance of retained earnings was required. The Company also elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things allowed the Company to carry forward the historical lease classifications. Additionally, the Company elected the hindsight practical expedient to determine the lease term for existing leases.

 

The Company leases nine locations for administrative offices and branch locations. One of the branch facilities is leased from a current member of the Company’s Board of Directors (see Note 17). All leases were classified as operating leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the lease term. The Company elected to use the practical expedient to not recognize short-term leases on the consolidated balance sheet and instead account for them as executory contracts.

 

Certain leases include options to renew, with renewal terms that can extend the lease term, typically for five years. Lease assets and liabilities include related options that are reasonably certain of being exercised, however, in the case of those leases that have renewal options, the Company is not including those additional lease terms as the rates are undeterminable and it has been the Company’s historical practice to renegotiate lease terms upon expiration of the original lease terms. The depreciable life of leased assets is limited by the expected lease term.

101
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

12.COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS OF CREDIT RISK (Continued)

 

Leases (Continued)

 

Adoption of this standard resulted in the Company recognizing a right of use asset and a corresponding lease liability of $3,570,000 on January 1, 2019.

 

Supplemental lease information is as follows:

 

   December 31, 
   2020   2019 
Balance Sheet          
Operating lease asset classified as other assets  $2,714,000   $2,875,000 
Operating lease liability classified as other liabilities   2,902,000    3,098,000 
           
Income Statement          
Operating lease cost classified as occupancy and equipment expense  $767,000   $756,000 
Weighted average lease term, in years   4.19    5.63 
Weighted average discount rate*   2.97%   2.97%
Operating cash flows  $769,000   $754,000 

 

*The discount rate was developed by using the fixed rate credit advance borrowing rate at the Federal Home Loan Bank of San Francisco for a term correlating to the remaining life of each lease.

 

A maturity analysis of the Company’s lease liabilities at December 31, 2020 was as follows:

 

   Balance 
January 1, 2021 to December 31, 2021  $777,000 
January 1, 2022 to December 31, 2022   753,000 
January 1, 2023 to December 31, 2023   329,000 
January 1, 2024 to December 31, 2024   322,000 
January 1, 2025 to December 31, 2025   232,000 
Thereafter   753,000 
Total lease payments   3,166,000 
Less: Interest   (264,000)
Present value of lease liabilities  $2,902,000 

 

Operating lease cost included in occupancy, furniture and equipment expense totaled $767,000, $756,000 and $753,000 for the years ended December 31, 2020, 2019 and 2018, respectively.

 

Financial Instruments With Off-Balance-Sheet Risk

 

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business in order to meet the financing needs of its customers and to reduce its exposure to fluctuations in interest rates. These financial instruments consist of commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized on the consolidated balance sheet.

 

The Company’s exposure to credit loss in the event of nonperformance by the other party for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and standby letters of credit as it does for loans included on the consolidated balance sheet.

102
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

12.COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS OF CREDIT RISK (Continued)

 

Financial Instruments With Off-Balance-Sheet Risk (Continued)

 

The following financial instruments represent off-balance-sheet credit risk (dollars in thousands):

 

   December 31, 
   2020   2019 
Commitments to extend credit:          
Revolving lines of credit secured by 1-4 family residences  $43   $41 
Commercial real estate, construction and land development commitments secured by real estate   11,765    22,508 
Other unused commitments, principally commercial loans   21,043    17,775 
           
Line of Credit  $32,851   $40,324 
           
Standby letters of credit  $—   $300 

 

At inception, real estate loan commitments are generally secured by property with a loan to value ratio of 55% to 75%. In addition, the majority of the Company’s commitments have variable rates.

 

Commitments to extend credit are agreements to lend to a client as long as there is no violation of any conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each client’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies but may include accounts receivable, inventory, equipment and deeds of trust on real estate and income-producing commercial properties.

 

Standby letters of credit are conditional commitments issued to guarantee the performance or financial obligation of a client to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to clients.

 

Significant Concentrations of Credit Risk

 

The Company grants real estate mortgage, real estate construction, commercial, agricultural and consumer loans to clients throughout Northern California.

 

In management’s judgment, a concentration exists in real estate-related loans which represented approximately 73% of the Company’s loan portfolio at December 31, 2020 and 81% at December 31, 2019. A continued substantial decline in the economy in general, or a continued decline in real estate values in the Company’s primary market areas in particular, could have an adverse impact on collectability of these loans. However, personal and business income represents the primary source of repayment for a majority of these loans.

 

Correspondent Banking Agreements

 

The Company maintains funds on deposit with other federally insured financial institutions under correspondent banking agreements. The Company had $7,192,000 in uninsured deposits at December 31, 2020. The Company had $6,438,000 in uninsured deposits at December 31, 2019. 

103
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

12.COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS OF CREDIT RISK (Continued)

 

Contingencies

 

The Company is subject to legal proceedings and claims which arise in the ordinary course of business. In the opinion of management, the amount of ultimate liability with respect to such actions will not materially affect the consolidated financial position or results of operations of the Company.

 

13.SHAREHOLDERS’ EQUITY

 

Earnings Per Share

 

A reconciliation of the numerators and denominators of the basic and diluted earnings per share computations is as follows (dollars and shares in thousands, except per share data):

 

       Weighted     
       Average     
       Number of     
   Net   Shares   Per-Share 
For the Year Ended  Income   Outstanding   Amount 
December 31, 2020               
                
Basic earnings per share  $ 7,055    5,871   $1.20 
                
Effect of dilutive stock-based compensation   —    17      
                
Diluted earnings per share  $ 7,055    5,888   $1.20 
                
December 31, 2019               
                
Basic earnings per share  $ 5,500    5,847   $0.94 
                
Effect of dilutive stock-based compensation   —    22      
                
Diluted earnings per share  $ 5,500    5,869   $0.94 
                
December 31, 2018               
                
Basic earnings per share  $ 4,900    5,871   $0.83 
                
Effect of dilutive stock-based compensation   —    38      
                
Diluted earnings per share  $ 4,900    5,909   $0.83 

 

No shares were antidilutive for the year ended December 31, 2020, 2019 or 2018.

104
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

13.SHAREHOLDERS’ EQUITY (Continued)

 

Stock Based Compensation

 

On March 17, 2010, the Board of Directors adopted the 2010 Equity Incentive Plan (the “2010 Plan”). The 2010 Plan was approved by the Company’s shareholders on May 20, 2010. At December 31, 2020, 29,958 options and 38,865 restricted stock awards remain outstanding. The 2010 Plan expired by its term on March 17, 2020. Accordingly, outstanding awards under the 2010 Plan are exercisable and will continue to vest until their expiration, but no new awards may be granted under the 2010 Plan. On March 18, 2020, the Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan was approved by the Company’s shareholders on May 21, 2020. At December 31, 2020 there were 19,634 restricted shares outstanding, zero stock options outstanding, and the total number of authorized shares that remain available for issuance under the 2020 Plan, including the 19,634 restricted shares that have not yet vested, was 250,000. The 2020 Plan provides for the following types of stock-based awards: incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted performance stock, unrestricted Company stock, and performance units. Under the 2020 Plan, the awards may be granted to employees and directors under incentive and nonqualified option agreements, restricted stock agreements, and other award agreements. The unvested restricted stock under the 2020 Plan have dividend and voting rights. The 2020 Plan requires that the option price may not be less than the fair market value of the stock at the date the option is awarded. The option awards expire on dates determined by the Board of Directors, but not later than ten years from the date of award. The vesting period is generally five years; however, the vesting period can be modified at the discretion of the Company’s Board of Directors. Outstanding option awards under the 2010 Plan are exercisable until their expiration.

There were no stock options granted in 2018, 2019 or 2020.

 

A summary of the outstanding and nonvested stock option activity for the year ended December 31, 2020 is as follows:

 

   Outstanding   Nonvested 
       Weighted       Weighted 
       Average       Average 
       Exercise       Grant Date 
       Price       Fair Value 
   Shares   Per Share   Shares   Per Share 
Balance, January 1, 2020   29,958   $ 8.79    2,223   $3.24 
                     
Options granted   —   $ —    —   $— 
Options vested   —   $ —    (2,223)  $3.24 
Options exercised   —   $ —    —   $— 
Options expired or canceled   —   $ —    —   $— 
                     
Balance, December 31, 2020   29,958   $ 8.79    —   $— 

 

A summary of options as of December 31, 2020 is as follows (there were no unvested stock options):

 

Vested:     
Number of vested stock options   29,958 
Weighted average exercise price per share  $8.79 
Aggregate intrinsic value  $130,617 
Weighted average remaining contractual term in years   3.40 

105
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

13.SHAREHOLDERS’ EQUITY (Continued)

 

Restricted Stock

 

Restricted stock awards are grants of shares of the Company’s common stock that are subject to forfeiture until specific conditions or goals are met. Conditions may be based on continuing employment or service and/or achieving specified performance goals. During the period of restriction, Plan participants holding restricted share awards have voting and cash dividend rights. The restrictions lapse in accordance with a schedule or with other conditions determined by the Board of Directors as reflected in each award agreement. Upon the vesting of each restricted stock award, the Company issues the associated common shares from its inventory of authorized common shares. All outstanding awards under the Plan immediately vest in the event of a change of control of the Company. The shares associated with any awards that fail to vest become available for re-issuance under the Plan. The following is a summary of stock-based compensation information as of or for the years ended December 31, 2020, 2019 and 2018:

 

There were 39,131 shares of restricted stock awarded during 2020. Of the 39,131 restricted common shares, 13,667 will vest one year from the date of the award, 19,497 will vest 33% per year from the date of the award, and 5,967 will vest 20% per year from the date of the award. There were 33,968 shares of restricted stock awarded during 2019. Of the 33,968 restricted common shares, 11,076 will vest one year from the date of the award, 18,394 will vest 33% per year from the date of the award, and 4,498 will vest 20% per year from the date of the award.

 

       Weighted 
       Average 
       Grant Date 
Restricted Stock  Shares   Fair Value 
Nonvested at January 1, 2020   43,971   $13.95 
           
Awarded   39,131   $12.45 
Vested   (24,123)  $13.76 
Cancelled   (480)  $13.23 
           
Nonvested at December 31, 2020   58,499   $13.03 

 

The shares awarded to employees and directors under the restricted stock agreements vest on applicable vesting dates only to the extent the recipient of the shares is then an employee or a director of the Company or one of its subsidiaries, and each recipient will forfeit all of the shares that have not vested on the date his or her employment or service is terminated. New shares are issued upon vesting of the restricted common stock. 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

13.SHAREHOLDERS’ EQUITY (Continued)

 

Restricted Stock (Continued)            
             
   2020   2019   2018 
   (Dollars in thousands) 
Total intrinsic value of options exercised  $—   $60   $137 
Aggregate cash received for option exercises  $—   $95   $189 
Total fair value of options vested  $7   $15   $14 
Total compensation cost, options and restricted stock  $425   $338   $227 
Tax benefit recognized  $114   $88   $53 
Net compensation cost, options and restricted stock  $311   $250   $174 
Total compensation cost for nonvested option awards not yet recognized  $—   $3   $17 
Weighted average years for compensation cost for nonvested options to be recognized   —    0.3    1.0 
Total compensation cost for restricted stock not yet recognized  $460   $394   $318 
Weighted average years for compensation cost for restricted stock to be recognized   1.0    0.8    0.8 

 

The intrinsic value used for stock options and restricted stock awards was derived from the market price of the Company’s common stock of $13.15 as of December 31, 2020.

 

Other Equity Awards

 

There were no stock appreciation rights, restricted performance stock, unrestricted Company stock, or performance units awarded during 2020 or 2019 or outstanding at December 31, 2020 or December 31, 2019.

  

Stock Repurchase Program

 

The Company did not repurchase shares of its common stock during 2019 or 2020.

 

14.REGULATORY MATTERS

 

Dividends

 

Upon declaration by the Board of Directors of the Company, all shareholders of record will be entitled to receive dividends. In 2018, the Company declared cash dividends in the amount of $0.05 per common share for each quarter, totaling $0.20 per common share for the year ended December 31, 2018. The Company continued declaring cash dividends in the amount of $0.05 per common share for the first two quarters of 2019 and then increased it to $0.07 per common share for the final two quarters of the year, totaling $0.24 per share for the year ended December 31, 2019. In 2020, the Company declared cash dividends in the amount of $0.07 per common share for each quarter, totaling $0.28 per common share for the year ended December 31, 2020. There is no assurance, however, that any dividends will be paid in the future since they are subject to regulatory restrictions, and dependent upon earnings, financial condition and capital requirements of the Company and its subsidiaries.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

14.REGULATORY MATTERS (Continued)

 

Dividends (Continued)

 

As a California corporation, the Company’s ability to pay cash dividends is subject to restrictions set forth in the California General Corporation Law (the “Corporation Law”). The Corporation Law provides that neither a corporation nor any of its subsidiaries shall make a distribution to the corporation’s shareholders unless the board of directors has determined in good faith either of the following: (1) the amount of retained earnings of the corporation immediately prior to the distribution equals or exceeds the sum of (A) the amount of the proposed distribution plus (B) the preferential dividends arrears amount; or (2) immediately after the distribution, the value of the corporation’s assets would equal or exceed the sum of its total liabilities plus the preferential rights amount. The good faith determination of the board of directors may be based upon (1) financial statements prepared on the basis of reasonable accounting practices and principles, (2) a fair valuation, or (3) any other method reasonable under the circumstances; provided, that a distribution may not be made if the corporation or subsidiary making the distribution is, or is likely to be, unable to meet its liabilities (except those whose payment is otherwise adequately provided for) as they mature. The term “preferential dividends arrears amount” means the amount, if any, of cumulative dividends in arrears on all shares having a preference with respect to payment of dividends over the class or series to which the applicable distribution is being made, provided that if the articles of incorporation provide that a distribution can be made without regard to preferential dividends arrears amount, then the preferential dividends arrears amount shall be zero. The term “preferential rights amount” means the amount that would be needed if the corporation were to be dissolved at the time of the distribution to satisfy the preferential rights, including accrued but unpaid dividends, of other shareholders upon dissolution that are superior to the rights of the shareholders receiving the distribution, provided that if the articles of incorporation provide that a distribution can be made without regard to any preferential rights, then the preferential rights amount shall be zero.

 

In addition, the California Financial Code restricts the total dividend payment of any state banking corporation in any calendar year to the lesser of (1) the bank’s retained earnings or (2) the bank’s net income for its last three fiscal years, less distributions made to shareholders during the same three-year period. In addition, subject to prior regulatory approval, any state banking corporation may request an exception to this restriction.

 

Regulatory Capital

 

The Company and ARB are subject to certain regulatory capital requirements administered by the Board of Governors of the Federal Reserve System and the FDIC. Failure to meet these minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements.

 

Under capital adequacy guidelines and the regulatory framework for prompt corrective action, banks must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and American River Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. As of December 31, 2020 and 2019, the most recent regulatory notification categorized American River Bank as well capitalized under the regulatory framework for prompt corrective action plan. There are no conditions or events since that notification that management believes have changed the Bank’s categories.

 

Effective January 1, 2015, bank holding companies with consolidated assets of $1 Billion or more ($3 Billion or more effective August 30, 2018) and banks like American River Bank must comply with a minimum capital ratio requirements, which would consist of the following: (i) a common equity Tier 1 capital to total risk weighted assets ratio of 4.5%; (ii) a Tier 1 capital to total risk weighted assets ratio of 6% (increased from 4%); (iii) a total capital to total risk weighted assets ratio of 8%; and (iv) a Tier 1 capital to adjusted average total assets (“leverage”) ratio of 4%.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

14.REGULATORY MATTERS (Continued)

 

Regulatory Capital (Continued)

 

In addition, a “capital conservation buffer,” requires maintenance of a minimum of 2.5% of common equity Tier 1 capital to total risk weighted assets in excess of the regulatory minimum capital ratio requirements described above. The 2.5% buffer will increase the minimum capital ratios to (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. If the capital ratio levels of a banking organization fall below the capital conservation buffer amount, the organization will be subject to limitations on (i) the payment of dividends; (ii) discretionary bonus payments; (iii) discretionary payments under Tier 1 instruments; and (iv) engaging in share repurchases.

 

In September 2019, the FDIC finalized a rule that introduces an optional simplified measure of capital adequacy for qualifying community banking organizations (i.e., the community bank leverage ratio (“CBLR”) framework), as required by the Economic Growth, Regulatory Relief and Consumer Protection Act. The CBLR framework is designed to reduce burden by removing the 15 requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework. In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 9 percent, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital. The CBLR framework was first available for banks to use in their March 31, 2020, Call Report. The Company adopted the CBLR framework on April 30, 2020.

While the Company has elected to adopt the CBLR framework in which it is no longer required to report the risk-based capital ratios, we believe reporting them to our shareholders allows them to compare the ratios of companies of similar size and, therefore, are presented below in the table. 

109
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

14.REGULATORY MATTERS (Continued)

 

Regulatory Capital (Continued)

  

   December 31, 
   2020   2019 
   Amount   Ratio   Amount   Ratio 
   (Dollars in thousands) 
Leverage Ratio                    
                     
American River Bankshares and Subsidiaries  $ 70,618    8.3%   $ 64,796    9.2% 
                     
American River Bank  $ 71,272    8.4%   $ 65,467    9.3% 
Minimum requirement for “Well-Capitalized” institution  $42,593    5.0%   $35,366    5.0% 
Minimum regulatory requirement*  $ 55,371    6.5%   $ 45,975    6.5% 
                     
Common Equity Tier 1 Risk-Based Capital Ratio                    
                     
American River Bank  $ 71,272    15.1%   $ 65,467    14.9% 
Minimum requirement for “Well-Capitalized” institution  $ 30,653    6.5%   $28,499    6.5% 
Minimum regulatory requirement*  $ 33,011    7.0%   $ 30,691    7.0% 
                     
Tier 1 Risk-Based Capital Ratio                    
                     
American River Bankshares and Subsidiaries  $ 70,618    15.0%   $ 64,796    14.8% 
                     
American River Bank  $ 71,272    15.1%   $65,467    14.9% 
Minimum requirement for “Well-Capitalized” institution  $ 37,727    8.0%   $35,076    8.0% 
Minimum regulatory requirement*  $ 40,085    8.5%   $ 37,268    8.5% 
                     
Total Risk-Based Capital Ratio                    
                     
American River Bankshares and Subsidiaries  $ 76,524    16.2%   $69,934    15.9% 
                     
American River Bank  $ 77,176    16.4%   $70,605    16.1% 
Minimum requirement for “Well-Capitalized” institution  $47,231    10.0%   $43,845    10.0% 
Minimum regulatory requirement*  $ 49,593    10.5%   $46,037    10.5% 

 

*Ratio for regulatory requirement includes the capital conservation buffer of 2.50% as of December 31, 2020 and 2019.

 

Management believes that the Company and ARB met all their capital adequacy requirements, including the capital conservation buffer requirement, as of December 31, 2020 and 2019.

110
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

15.OTHER NONINTEREST INCOME AND EXPENSE

 

Other noninterest income consisted of the following (dollars in thousands):

             
   Year Ended December 31, 
   2020   2019   2018 
Merchant fee income  $370   $391   $422 
Increase in cash surrender value of life insurance policies (Note 16)   338    334    307 
Other   280    290    277 
                
Other Noninterest Income  $988   $1,015   $1,006 

 

Other noninterest expense consisted of the following (dollars in thousands):

             
   Year Ended December 31, 
   2020   2019   2018 
Professional fees  $1,172   $1,226   $1,158 
Outsourced item processing   336    322    315 
Directors’ expense   575    518    514 
Telephone and postage   332    328    409 
Stationery and supplies   131    138    140 
Advertising and promotion   335    599    561 
Other operating expenses   673    574    307 
                
Other noninterest expense  $3,554   $3,705   $3,404 

 

16.EMPLOYEE BENEFIT PLANS

 

American River Bankshares 401(k) Plan

 

The American River Bankshares 401(k) Plan has been in place since January 1, 1993 and is available to all employees. Under the plan, the Company will match 100% of each participant’s contribution up to 3% of annual compensation plus 50% of the next 2% of annual compensation. Employer Safe Harbor matching contributions are 100% vested upon entering the plan. The Company’s contributions totaled $290,000, $264,000 and $230,000 for the years ended December 31, 2020, 2019 and 2018, respectively.

 

Employee Stock Purchase Plan

 

The Company contracts with an administrator for an Employee Stock Purchase Plan which allows employees to purchase the Company’s stock at fair market value as of the date of purchase. The Company bears all costs of administering the Plan, including broker’s fees, commissions, postage and other costs actually incurred.

111
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

16.EMPLOYEE BENEFIT PLANS (Continued)

 

American River Bankshares Deferred Compensation Plan

 

The Company has established a Deferred Compensation Plan for certain members of the management team and a Deferred Fee Agreement for Non-Employee Directors for the purpose of providing the opportunity for participants to defer compensation. Participants of the management team, who are selected by a committee designated by the Board of Directors, may elect to defer annually a minimum of $5,000 or a maximum of eighty percent of their base salary and all of their cash bonus. Directors may also elect to defer up to one hundred percent of their monthly fees. The Company bears all administration costs and accrues interest on the participants’ deferred balances at a rate based on U.S. Government Treasury rates plus 4.0%. This rate was 5.69% and 6.51% for 2020 and 2019, respectively. Deferred compensation, including interest earned, totaled $3,174,000 and $3,274,000 at December 31, 2020 and 2019, respectively. The expense recognized under this plan totaled $185,000, $210,000 and $199,000 for the years ended December 31, 2020, 2019 and 2018, respectively.

 

Salary Continuation Plan

 

The Company has agreements to provide certain current executives, or their designated beneficiaries, with annual benefits for up to 15 years after retirement or death. These benefits are substantially equivalent to those available under life insurance policies purchased by the Company on the lives of the executives. The Company accrues for these future benefits from the effective date of the agreements until the executives’ expected final payment dates in a systematic and rational manner. As of December 31, 2020 and 2019, the Company had accrued $1,381,000 and $1,391,000, respectively, for potential benefits payable. This payable approximates the then present value of the benefits expected to be provided at retirement and is included in accrued interest payable and other liabilities on the consolidated balance sheet. The expense recognized under this plan totaled $115,000, $114,000 and $85,000 for the years ended December 31, 2020, 2019 and 2018, respectively.

 

In connection with these current and former plans, the Company invested in single premium life insurance policies with cash surrender values totaling $16,101,000 and $15,763,000 at December 31, 2020 and 2019, respectively. Tax-exempt income on these policies, net of expense, totaled approximately $338,000, $334,000 and $307,000 for the years ended December 31, 2020, 2019 and 2018, respectively.

 

17.RELATED PARTY TRANSACTIONS

 

During the normal course of business, the Company enters into loan and deposit transactions with related parties, including Directors and affiliates.

 

The following is a summary of the aggregate loan activity involving related party borrowers during 2020 (dollars in thousands):

 

      
Balance, January 1, 2020  $4,831 
      
Disbursements   158 
Amounts repaid   (112)
      
Balance, December 31, 2020  $4,877 

 

There are no undisbursed commitments to related parties as of December 31, 2020.

 

The Company also leases one of its branch facilities from a current member of the Company’s Board of Directors. Rental payments to the Director totaled $80,000 for the year ended December 31, 2020 and $76,000 for each of the years ended December 31, 2019 and 2018, respectively.

112
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

18.NOVEL CORONAVIRUS PANDEMIC ("COVID-19")

 

The COVID-19 pandemic has placed significant health, economic and other major pressures on the individuals and communities we serve, the state of California, the United States and the entire world. We have implemented a number of procedures in response to the pandemic to support the safety and wellbeing of our employees and clients, and the financial viability of our clients, that continue through the date of this report:

 

·We have addressed the safety of our ten branches and our corporate office, following the guidelines of the Centers for Disease Control. While our branches generally remain open to clients, we have taken steps, and continue to evaluate those steps, to push as much traffic and transactions as possible to our digital and electronic channels and our night depositories, and many of our employees can and are working remotely;

 

·We hold regular executive meetings to address issues that change rapidly;

 

·Provided extensions and loan payment deferrals to our borrowers effected by COVID-19 provided such clients were not 30 days past due; and

 

·We have been participating in the Paycheck Protection Program (“PPP”) under CARES Act to help provide potentially forgivable loans to our business clients to provide them with additional working capital to enable them to retain their employees. During 2020, we funded 477 PPP loans totaling $80,154,000. We believe these loans and our participation in the program are good for our clients and the communities we serve. During the fourth quarter of 2020, we began processing PPP loan forgiveness applications for our PPP borrowers. At December 31, 2020, 352 PPP loans totaling $55,546,000 were remaining.

 

We continue to closely monitor this pandemic and expect to make future changes to respond to the pandemic as this situation continues to evolve.

 

The potential financial impact is unknown at this time. However, if the economic downturn currently being experienced is sustained, it may adversely impact industries within our business footprint and impair the ability of the Company’s borrowers to fulfill their contractual obligations and reduce our opportunity to create new client relationships. This could cause the Company to experience a material adverse effect to its business operations, asset valuations, financial condition and results of operations. Material adverse effects may include losses in earnings, higher loan loss provisions, and valuation impairments on the Company’s loans, investments, goodwill, or deferred tax assets.

113
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

19.PARENT ONLY CONDENSED FINANCIAL STATEMENTS

 

CONDENSED BALANCE SHEETS

 

December 31, 2020 and 2019

(Dollars in thousands)

         
   2020   2019 
ASSETS          
           
Cash and due from banks  $164   $97 
Investment in subsidiaries   93,748    83,580 
Other assets   114    186 
           
 Assets  $94,026   $83,863 
          
LIABILITIES AND SHAREHOLDERS’ EQUITY          
           
Liabilities:          
Other liabilities  $931   $954 
           
Total liabilities   931    954 
           
Shareholders’ equity:          
Common stock   30,961    30,536 
Retained earnings   55,978    50,581 
Accumulated other comprehensive income, net of taxes   6,156    1,792 
           
Total shareholders’ equity   93,095    82,909 
           
Liabilities and Shareholders' Equity  $94,026   $83,863 

114
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

19.PARENT ONLY CONDENSED FINANCIAL STATEMENTS (Continued)

 

CONDENSED STATEMENTS OF INCOME

 

For the Years Ended December 31, 2020, 2019 and 2018

(Dollars in thousands)

 

   2020   2019   2018 
Income:               
Dividends declared by subsidiaries - eliminated in consolidation  $2,100   $1,505   $4,845 
                
Total income   2,100    1,505    4,845 
                
Expenses:               
Professional fees   156    200    155 
Directors’ expense   413    374    361 
Other expenses   221    231    218 
                
Total expenses   790    805    734 
                
Income before equity in undistributed income of subsidiaries   1,310    700    4,111 
                
               
Equity in undistributed income of subsidiaries   5,522    4,554    562 
                
Income before income taxes   6,832    5,254    4,673 
                
Income tax benefit   223    246    227 
                
Net income  $7,055   $5,500   $4,900 

115
 

AMERICAN RIVER BANKSHARES AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

19.PARENT ONLY CONDENSED FINANCIAL STATEMENTS (Continued)

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

For the Years Ended December 31, 2020, 2019 and 2018

(Dollars in thousands)

 

   2020   2019   2018 
Cash flows from operating activities:               
Net income  $7,055   $5,500   $4,900 
Adjustments to reconcile net income to net cash provided by operating activities:               
Equity in undistributed income of subsidiaries   (5,522)   (4,554)   (562)
Equity-based compensation expense   425    338    227 
Increase in other assets   (210)   (223)   (10)
(Decrease) increase in other liabilities   (23)   93    (127)
                
Net cash provided by operating activities   1,725    1,154    4,428 
                
Cash flows from financing activities:               
Proceeds from exercised options   —    95    189 
Cash dividends paid   (1,658)   (1,413)   (1,188)
Cash paid to repurchase common stock   —    —    (4,773)
                
Net cash used in financing activities   (1,658)   (1,318)   (5,772)
                
Net increase (decrease) in cash and cash equivalents   67    (164)   (1,344)
                
Cash and cash equivalents at beginning of year   97    261    1,605 
                
Cash and cash equivalents at end of year  $164   $97   $261 

116
 

Selected Quarterly Information (Unaudited)           
(In thousands, except per share and price range of common stock)           
                 
   March 31,   June 30,   September 30,   December 31, 
                 

2020

                
Interest income  $6,715   $6,975   $7,055   $7,155 
Net interest income   6,188    6,520    6,720    6,890 
Provision for loan losses   495    545    445    35 
Noninterest income   452    336    374    364 
Noninterest expense   4,216    3,916    4,223    4,358 
Income before taxes   1,929    2,395    2,426    2,861 
Net income   1,432    1,741    1,779    2,103 
                     
Basic earnings per share  $0.24   $0.30   $0.30   $0.36 
Diluted earnings per share   0.24    0.30    0.30    0.36 
Cash dividends per share   0.07    0.07    0.07    0.07 
Price range, common stock  $8.00-16.43   $8.14-11.50   $ 8.93-11.12   $ 9.70-13.90 
                 

2019

                
Interest income  $6,132   $6,276   $6,555   $6,707 
Net interest income   5,549    5,628    5,928    6,104 
Provision for loan losses   180    180    120    180 
Noninterest income   411    421    417    439 
Noninterest expense   4,260    4,148    4,093    4,345 
Income before taxes   1,520    1,721    2,132    2,018 
Net income   1,146    1,276    1,571    1,507 
                     
Basic earnings per share  $0.20   $0.22   $0.27   $0.26 
Diluted earnings per share   0.20    0.22    0.27    0.26 
Cash dividends per share   0.05    0.05    0.07    0.07 
Price range, common stock  $ 12.01-15.00   $ 11.66-13.50   $ 12.04-13.98   $ 13.09-15.99 

 

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

There have been no disagreements with such independent registered public accountants during the last two fiscal years ended December 31, 2020, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

Item 9A. Controls and Procedures.

 

Effectiveness of Disclosure Controls and Procedures

 

The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, 2020. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

 

During the quarter ended December 31, 2020, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, these controls.

117
 

Report of Management on Internal Control Over Financial Reporting

 

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended).

 

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, presented in conformity with accounting principles generally accepted in the United States of America. In making this assessment, management used the criteria applicable to the Company as set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control—Integrated Framework. Based upon such assessment, management believes that, as of December 31, 2020, the Company’s internal control over financial reporting is effective based upon those criteria.

 

Item 9B. Other Information.

 

None.

 

PART III

 

Item 10.Directors, Executive Officers and Corporate Governance.

The information required by Item 10 of Form 10-K is incorporated by reference to the information contained in the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders which will be filed pursuant to Regulation 14A.

 

Item 11.Executive Compensation.

The information required by Item 11 of Form 10-K is incorporated by reference to the information contained in the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders which will be filed pursuant to Regulation 14A.

 

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The information required by Item 12 of Form 10-K is incorporated by reference to the information contained in the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders which will be filed pursuant to Regulation 14A.

 

Item 13.Certain Relationships and Related Transactions, and Director Independence.

 

The information required by Item 13 of Form 10-K is incorporated by reference to the information contained in the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders which will be filed pursuant to Regulation 14A.

 

Item 14.Principal Accounting Fees and Services.

 

The information required by Item 14 of Form 10-K is incorporated by reference to the information contained in the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders which will be filed pursuant to Regulation 14A.

118
 

PART IV

Item 15. Exhibits and Financial Statement Schedules.

 

(a)(1) Financial Statements. Listed and included in Part II, Item 8.

 

    (2) Financial Statement Schedules. Not applicable.

 

    (3) Exhibits.

 Exhibit
Number		Document Description
(3.1)Articles of Incorporation, as amended, incorporated by reference from Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2009, filed with the Commission on August 13, 2009.
(3.2)Bylaws, as amended and restated, incorporated by reference from Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on June 21, 2019.
(4.1)Specimen of the Registrant’s common stock certificate, incorporated by reference from Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2004, filed with the Commission on August 11, 2004.
(4.2)Description of Common Stock registered pursuant to the Securities Exchange Act of 1934, as amended, incorporated by reference from Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2019, filed with the Commission on February 21, 2020.
(10.1)Lease agreement between American River Bank and Spieker Properties, L.P., a California limited partnership, dated April 1, 2000, related to 1545 River Park Drive, Suite 107, Sacramento, California, incorporated by reference to Registrant’s Registration Statement on Form S-4 (No. 333-36326) filed with the Commission on May 5, 2000, the Second Amendment thereto dated August 27, 2010, with HINES VAF II SACRAMENTO PROPERTIES, L.P., a Delaware limited partnership, the successor to Spieker Properties, L.P., incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 30, 2010, and the Third Amendment thereto dated September 11, 2020, with Nelson Point West LLC, a Delaware limited liability company and Bridgewood Point West LP, a Delaware limited partnership (collectively, the “Landlord”). The Landlord is the successor to HINES VAF II SACRAMENTO PROPERTIES, L.P., a Delaware limited partnership and prior to that, Spieker Properties, L.P., incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on September 14, 2020.
(10.2)Lease agreement between American River Bank and Bradshaw Plaza Associates, Inc. dated November 27, 2006, related to 9750 Business Park Drive, Sacramento, California, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on November 28, 2006, the First Amendment thereto dated July 1, 2016, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on July 6, 2016, and the Second Amendment thereto dated November 7, 2019, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 5, 2019.
*(10.3)Registrant’s Deferred Compensation Plan, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 3, 2012, the First Amendment thereto dated January 21, 2015, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 23, 2015, and the Second Amendment thereto dated December 16, 2020, incorporated by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 17, 2020.
*(10.4)Registrant’s Deferred Fee Plan, incorporated by reference from Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 3, 2012.
*(10.5)Salary Continuation Agreement, as amended on December 31, 2012, between American River Bank and Mitchell A. Derenzo, incorporated by reference from Exhibit 99.3 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 2, 2013.
*(10.6)Salary Continuation Agreement, as amended on December 31, 2012, between the Registrant and David T. Taber, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 2, 2013.
119
 
*(10.7)Salary Continuation Agreement, as amended on February 21, 2008, between American River Bank and Douglas E. Tow, incorporated by reference from Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 22, 2008.

(10.8)Lease agreement between American River Bank, and the United States Postal Service, dated July 13, 2017, related to 424 Sutter Street, Jackson, California, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on July 14, 2017.

(10.9)Item Processing Agreement between American River Bank and Fidelity Information Services, Inc., dated April 30, 2012, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 4, 2012.

(10.10)Lease agreement between Registrant and MSCP Capital Investors, LLC (successor to PGOCC, LLC and One Capital Center), a Delaware limited partnership, dated May 17, 2005, related to 3100 Zinfandel Drive, Rancho Cordova, California, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 18, 2005 and the First and Second Amendments thereto dated April 22, 2010, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on April 23, 2010, and the Third Amendment thereto dated June 28, 2016, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on July 1, 2016.
(10.11)Managed Services Agreement between American River Bankshares and Fidelity Information Services, LLC successor to ProNet Solutions, Inc., dated June 25, 2012, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on June 27, 2012 and the First Amendment thereto, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 14, 2015.
*(10.12)American River Bankshares Director Emeritus Program, incorporated by reference from Exhibit 10.34 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2006, filed with the Commission on August 8, 2006.
*(10.13)Employment Agreement dated September 20, 2006, between American River Bankshares and Mitchell A. Derenzo, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on September 20, 2006.
120
 
*(10.14)Employment Agreement dated September 20, 2006, between American River Bankshares and Kevin B. Bender, incorporated by reference from Exhibit 99.3 to the Registrant’s Current Report on Form 8-K, filed with the Commission on September 20, 2006.
*(10.15)Salary Continuation Agreement, as amended on December 31, 2012, between American River Bank and Kevin B. Bender, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 2, 2013.

*(10.16)Salary Continuation Agreement, as amended on February 21, 2008, between American River Bank and Raymond F. Byrne, incorporated by reference from Exhibit 99.7 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 22, 2008.

(10.17)Lease agreement dated May 23, 2007 between Bank of Amador, a division of American River Bank, and Joseph Bellamy, Trustee of the Joseph T. Bellamy 2005 Trust, related to 26395 Buckhorn Ridge Road, Pioneer, California, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 24, 2007, the First Amendment thereto, dated October 15, 2007, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 16, 2007, and the Second Amendment thereto, dated October 16, 2017, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 17, 2017.

(10.18)Lease agreement dated December 23, 2008, between North Coast Bank, a division of American River Bank, and 90 E Street LLC, related to 90 E Street, Santa Rosa, California, incorporated by reference from Exhibit 99.3 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 24, 2008 and First Amendment to lease agreement, between American River Bank, successor to North Coast Bank, a division of American River Bank and 90 E. Street SR. LLC successor to 90 E Street LLC, related to 90 E Street, Santa Rosa, California incorporated by reference herein from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on September 18, 2018.
(10.19)Customer Service Agreement dated January 4, 2010, between American River Bankshares and TriNet HR Corporation, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 5, 2010.
*(10.20)Form of Indemnification Agreement for directors and executive officers of the Registrant, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 22, 2010.
*(10.21)Form of Indemnification Agreement for directors and executive officers of American River Bank, incorporated by reference from Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 22, 2010.
*(10.22)Registrant’s 2010 Equity Incentive Plan, incorporated by reference from the Registrant’s Definitive Proxy Statement for its 2010 Annual Meeting of Shareholders, filed with the Commission on April 9, 2010 and form of restricted stock award agreement incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on March 20, 2015.
*(10.23)Salary Continuation Agreement between American River Bank and Robert H. Muttera, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 4, 2013.

(10.24)Lease agreement dated February 6, 2014, between American River Bank and Gold River Village Associates, a California Limited Partnership, related to 11220 Gold River Express Drive, Gold River, California, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 10, 2014.
121
 

(10.25)Lease agreement dated February 12, 2014, between American River Bank and 520 Capitol Mall Inc., a Delaware corporation, related to 520 Capitol Mall, Suite 200, Sacramento, California, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 18, 2014.

(10.26)Lease agreement dated July 11, 2016, between American River Bank and DDS Properties, a California General Partnership, related to 2510 Douglas Blvd., Roseville, California, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on July 12, 2016.

*(10.27)Employment Agreement dated October 27, 2017, between the Registrant and David E. Ritchie, Jr., incorporated by reference from Exhibit 10.38 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 27, 2017.

*(10.28)Employment Agreement dated May 15, 2018, between the Registrant and Dan C. McGregor, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on June 1, 2018.

*(10.29)American River Bankshares Executive Annual Incentive Plan Document, incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 17, 2020.

*(10.30)Registrant’s 2020 Equity Incentive Plan, incorporated by reference from Exhibit A to the Registrant’s Definitive Proxy Statement for its 2020 Annual Meeting of Shareholders, filed with the Commission on April 9, 2020 and form of Stock Option Grant Agreement and form of Restricted Stock Award Agreement incorporated by reference from Exhibits 10.2 and 10.3, respectively, to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 22, 2020.

*(10.31)Registrant’s Performance Based Restricted Stock Program, incorporated by reference from Exhibits 10.4 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 22, 2020.

(14.1)Registrant’s Code of Ethics, incorporated by reference from Exhibit 14.1 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2003, filed with the Commission on March 19, 2004.

(23.1)Consent of Crowe Horwath LLP.**

(31.1)Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**

(31.2)Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**

(32.1)Certification of American River Bankshares by its Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INSXBRL Instance Document**
101.SCHXBRL Taxonomy Extension Schema**
101.CALXBRL Taxonomy Extension Calculation**
101.DEFXBRL Taxonomy Extension Definition**
101.LABXBRL Taxonomy Extension Label**
101.PREXBRL Taxonomy Extension Presentation**
   
  

*Denotes management contracts, compensatory plans or arrangements.

**Filed herewith.

 

Item 16. Form 10-K Summary.

Not applicable.

122
 

 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

   
  AMERICAN RIVER BANKSHARES
   

March 17, 2021

 By: /s/ DAVID E. RITCHIE, JR.
  David E. Ritchie, Jr.
  Chief Executive Officer
  (Principal Executive Officer)
   

March 17, 2021

 By: /s/ MITCHELL A. DERENZO
  Mitchell A. Derenzo
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

         
Signature   Title   Date
         
/s/ NICOLAS C. ANDERSON   Director  

3/17/21

Nicolas C. Anderson        
         
/s/ KIMBERLY A. BOX   Director  

3/17/21

Kimberly A. Box        
         
/s/ CHARLES D. FITE   Director, Chairman  

3/17/21

Charles D. Fite        
         

/s/ JEFFERY OWENSBY

   Director  

3/17/21

Jeffery Owensby

        
         

/s/ JULIE A.RANEY

   Director  

3/17/21

Jeffery Owensby

        
         
/s/ DAVID E. RITCHIE, JR.   Director, Chief Executive Officer  

3/17/21

David E. Ritchie, Jr.   (Principal Executive Officer)    
         
/s/ WILLIAM A. ROBOTHAM   Director, Vice Chairman  

3/17/21

William A. Robotham        
         
/s/ PHILIP A. WRIGHT   Director  

3/17/21

Philip A. Wright        
         
/s/ MITCHELL A. DERENZO   Chief Financial Officer  

3/17/21

Mitchell A. Derenzo   (Principal Financial and Accounting Officer)    
123