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EX-31.2 - EXHIBIT 31.2 - AMERICAN RIVER BANKSHARESex31_2.htm
EX-32.1 - EXHIBIT 32.1 - AMERICAN RIVER BANKSHARESex32_1.htm
EX-31.1 - EXHIBIT 31.1 - AMERICAN RIVER BANKSHARESex31_1.htm
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended           March 31, 2016

 

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 incorporation or organization)  (I.R.S. Employer Identification No.)
    

 

3100 Zinfandel Drive, Suite 450, Rancho Cordova, California  95670
(Address of principal executive offices)  (Zip Code)

 

(916) 851-0123
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer o Accelerated filer o
  Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

 

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

 

No par value Common Stock – 6,800,300 shares outstanding at May 5, 2016

 
 

AMERICAN RIVER BANKSHARES

INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2016

Part I. Page
     
Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26
Item 3. Quantitative and Qualitative Disclosures About Market Risk 43
Item 4. Controls and Procedures 43
     
Part II.    
     
Item 1. Legal Proceedings 44
Item 1A. Risk Factors 44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 44
Item 3. Defaults Upon Senior Securities 45
Item 4. Mine Safety Disclosures 45
Item 5. Other Information 45
Item 6. Exhibits 45
     
Signatures 49
   

Exhibit Index

 
     
31.1 Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 51
31.2 Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 52
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 53
     
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation
101.DEF XBRL Taxonomy Extension Definition
101.LAB XBRL Taxonomy Extension Label
101.PRE XBRL Taxonomy Extension Presentation

2
 

PART I-FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

AMERICAN RIVER BANKSHARES

CONSOLIDATED BALANCE SHEET

(Unaudited)

(dollars in thousands) 

March 31,

2016

  

December 31,

2015

 
ASSETS
          
Cash and due from banks  $29,257   $23,727 
Interest-bearing deposits in banks
   999    750 
Investment securities:          
Available-for-sale, at fair value   260,818    273,819 
Held-to-maturity, at amortized cost   573    623 
Loans and leases, less allowance for loan and lease losses of $5,082 at March 31, 2016 and $4,975 at December 31, 2015   292,226    289,102 
Premises and equipment, net   1,448    1,407 
Federal Home Loan Bank stock   3,779    3,779 
Goodwill and other intangible assets   16,321    16,321 
Other real estate owned   896    3,551 
Bank owned life insurance   14,561    14,483 
Accrued interest receivable and other assets   5,262    7,078 
   $626,140   $634,640 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
           
Deposits:          
     Noninterest bearing   $188,585   $190,548 
     Interest-bearing   335,234    340,142 
             Total deposits   523,819    530,690 
           
Short-term borrowings   3,500    3,500 
Long-term borrowings   7,500    7,500 
Accrued interest payable and other liabilities   6,019    6,875 
           
             Total liabilities    540,838    548,565 
           
Commitments and contingencies          
           
Shareholders’ equity:          
Preferred stock, no par value; 20,000,000 shares authorized; none Outstanding          
Common stock, no par value; 20,000,000 shares authorized; issued and outstanding – 6,994,300 shares at March 31, 2016 and 7,343,649 shares at December 31, 2015   45,838    49,554 
 Retained earnings   35,790    34,418 
 Accumulated other comprehensive income, net of taxes   3,674    2,103 
           
            Total shareholders’ equity   85,302    86,075 
   $626,140   $634,640 

 

See Notes to Unaudited Consolidated Financial Statements

3
 

AMERICAN RIVER BANKSHARES

CONSOLIDATED STATEMENT OF INCOME

(Unaudited)

 

(dollars in thousands, except per share data)        
For the three months ended March 31,        
   2016   2015 
Interest income:          
Interest and fees on loans and leases:          
Taxable  $3,362   $3,278 
Exempt from Federal income taxes   172    17 
Interest on deposits in banks   1    1 
Interest and dividends on investment securities:          
Taxable   1,557    1,417 
Exempt from Federal income taxes   184    189 
Dividends        
Total interest income   5,276    4,902 
Interest expense:          
Interest on deposits   184    214 
Interest on borrowings   50    34 
Total interest expense   234    248 
           
Net interest income   5,042    4,654 
           
Provision for loan and lease losses        
           
Net interest income after provision for loan and lease losses   5,042    4,654 
           
Noninterest income:          
Service charges on deposit accounts   129    117 
Gain on sale of securities   282    167 
Rental income from OREO properties   106    71 
Other noninterest income   237    230 
Total noninterest income   754    585 
           
Noninterest expense:          
Salaries and employee benefits   2,160    2,270 
Occupancy   298    293 
Furniture and equipment   165    177 
Federal Deposit Insurance Corporation assessments   80    80 
Expenses related to other real estate owned   340    147 
Other expense   748    846 
Total noninterest expense   3,791    3,813 
Income before provision for income taxes   2,005    1,426 
Provision for income taxes   633    470 
Net income  $1,372   $956 
           
Basic earnings per share  $0.19   $0.12 
Diluted earnings per share  $0.19   $0.12 
           
Cash dividends per share  $0.00   $0.00 

 

See notes to Unaudited Consolidated Financial Statements

4
 

 AMERICAN RIVER BANKSHARES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

 

(dollars in thousands)        
For the three months ended March 31,    
   2016   2015 
         
Net income  $1,372   $956 
Other comprehensive income:          
Increase in net unrealized gains on investment securities   2,902    2,101 
Deferred tax expense   (1,162)   (841)
Increase in net unrealized gains on investment securities, net of tax   1,740    1,260 
          
Reclassification adjustment for realized gains included in net income   (282)   (167)
Tax effect   113    67 
Realized gains, net of tax   (169)   (100)
           
Total other comprehensive income   1,571    1,160 
Comprehensive income  $2,943   $2,116 

 

See notes to Unaudited Consolidated Financial Statements

5
 

AMERICAN RIVER BANKSHARES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

 

               Accumulated     
(dollars in thousands)  Common Stock       Other   Total 
                 Retained      Comprehensive     Shareholders’ 
   Shares   Amount   Earnings   Income   Equity 
Balance, January 1, 2015   8,089,615    57,126    29,150    3,371    89,647 
Net income             956         956 
Other comprehensive income, net of tax:                         
Net change in unrealized gains on available-for-sale investment securities                  1,160    1,160 
                          
Net restricted stock award activity and related compensation expense   20,532    49              49 
Stock option compensation expense       6              6 
Retirement of common stock   (404,481)   (3,945)             (3,945)
                          
Balance, March 31, 2015   7,705,666   $53,236   $30,106   $4,531   $87,873 
                          
Balance, January 1, 2016   7,343,649    49,554    34,418    2,103    86,075 
Net income             1,372         1,372 
Other comprehensive income, net of tax:                         
Net change in unrealized gains on available-for-sale investment securities                  1,571    1,571 
                         
Net restricted stock award activity and related compensation expense   17,833    72              72 
Stock option compensation expense       10              10 
Retirement of common stock   (367,182)   (3,798)             (3,798)
                          
Balance, March 31, 2016   6,994,300   $45,838   $35,790   $3,674   $85,302 

See Notes to Unaudited Consolidated Financial Statements

6
 

AMERICAN RIVER BANKSHARES

CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

 

(dollars in thousands)        
For the three months ended March 31,        
   2016   2015 
Cash flows from operating activities:          
Net income  $1,372   $956 
Adjustments to reconcile net income to net cash provided by operating activities:          
Increase (decrease) in deferred loan origination fees, net   29    (5)
Depreciation and amortization   110    103 
Gain on sale and call of investment securities   (282)   (167)
Amortization of investment security premiums and discounts, net   702    1,002 
Increase in cash surrender values of life insurance policies   (78)   (78)
Stock based compensation expense   82    55 
Gain/loss on sale/write-down of other real estate owned   259    76 
Decrease in accrued interest receivable and other assets   769    261 
Decrease in accrued interest payable and other liabilities   (856)   (591)
           
Net cash provided by operating activities   2,107    1,612 
           
Cash flows from investing activities:          
Proceeds from the sale of available-for-sale investment securities   8,287    9,910 
Purchases of available-for-sale investment securities   (3,130)   (12,298)
Proceeds from principal repayments for available-for-sale investment securities   10,042    11,128 
Proceeds from principal repayments for held-to-maturity investment securities   50    60 
Net increase in interest-bearing deposits in banks   (249)    
Net increase in loans   (1,467)   (3,050)
Proceeds from sale of other real estate   710    851 
Purchases of equipment   (151)   (136)
           
Net cash provided by investing activities   14,092    6,465 
7
 

AMERICAN RIVER BANKSHARES

CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
(Unaudited)

         
(dollars in thousands)        
For the three months ended March 31,        
   2016   2015 
Cash flows from financing activities:          
Net decrease in demand, interest-bearing and savings deposits  $(5,823)  $(9,907)
Net (decrease) increase in time deposits   (1,048)   373 
Net decrease in other borrowings        
Cash paid to repurchase common stock   (3,798)   (3,945)
           
Net cash used in financing activities  $(10,669)  $(13,479)
           
Increase (decrease) in cash and cash equivalents   5,530    (5,402)
           
Cash and cash equivalents at beginning of year   23,727    22,449 
           
Cash and cash equivalents at end of period  $29,257   $17,047 

 

See Notes to Unaudited Consolidated Financial Statements 

8
 

AMERICAN RIVER BANKSHARES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

 

1. CONSOLIDATED FINANCIAL STATEMENTS

 

In the opinion of management, the unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position of American River Bankshares (the “Company”) at March 31, 2016 and December 31, 2015, the results of its operations and statement of comprehensive income for the three month periods ended March 31, 2016 and 2015, its cash flows for the three-month periods ended March 31, 2016 and 2015 and its statement of changes in shareholders’ equity for the year ended December 31, 2015 and the three months ended March 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

 

Certain disclosures normally presented in the notes to the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The Company believes that the disclosures are adequate to make the information not misleading. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2015. The results of operations for the three-month period ended March 31, 2016 may not necessarily be indicative of the operating results for the full year.

 

In preparing such financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for loan and lease losses, stock-based compensation, the valuation of goodwill, and the provision for income taxes.

 

Management has determined that since all of the banking products and services offered by the Company are available in each branch office of American River Bank, all branch offices are located within the same economic environment and management does not allocate resources based on the performance of different lending or transaction activities, it is appropriate to aggregate all of the branch offices and report them as a single operating segment. No client accounts for more than ten percent (10%) of revenues for the Company or American River Bank.

 

2. STOCK-BASED COMPENSATION 

Equity Plans

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. In 2000, the Board of Directors adopted and the Company’s shareholders approved a stock option plan (the “2000 Plan”), under which 125,815 stock options remain outstanding at March 31, 2016. At March 31, 2016, there were 76,461 stock options and 75,349 restricted shares outstanding and the total number of authorized shares that remain available for issuance under the 2010 Plan was 1,395,985. The 2010 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. Awards under the 2000 Plan were either incentive stock options or nonqualified stock options. Under the 2010 Plan, the awards may be granted to employees and directors under incentive and nonqualified option agreements, restricted stock agreements, and other awards agreements. The 2010 Plan and the 2000 Plan (collectively the “Plans”) require 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 under the Plans 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 Plans are exercisable until their expiration, however, no new options will be awarded under the 2000 Plan. New shares are issued upon exercise of an option.

9
 

The award date fair value of awards is determined by the market price of the Company’s common stock on the date of award and is recognized ratably as compensation expense or director expense over the vesting periods. The shares of common stock awarded pursuant to such agreements vest in increments over one to five years from the date of award. The shares awarded to employees and directors under the restricted stock agreements vest on the 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.

Equity Compensation

For the three-month periods ended March 31, 2016 and 2015, the compensation cost recognized for equity compensation was $82,000 and $55,000, respectively. The recognized tax benefit for equity compensation expense was $29,000 and $20,000, for the three-month periods ended March 31, 2016 and 2015, respectively.

At March 31, 2016, the total compensation cost related to nonvested stock option awards not yet recorded is $129,000. This amount will be recognized over the next 4.25 years and the weighted average period of recognizing these costs is expected to be 1.8 years. At March 31, 2016, the total compensation cost related to restricted stock awards not yet recorded is $437,000. This amount will be recognized over the next 4.25 years and the weighted average period of recognizing these costs is expected to be 1.7 years.

Equity Plans Activity

Stock Options

 

There were no stock options awarded during the three-month periods ended March 31, 2016 and 2015. A summary of option activity under the Plans as of March 31, 2016 and changes during the period then ended is presented below:

 

Options  Shares   Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contractual
Term
   Aggregate
Intrinsic
Value
($000)
 
Outstanding at January 1, 2016   248,411   $15.19    3.7 years   $232 
Granted                
Exercised                
Expired, forfeited or cancelled   46,135    24.02         
Outstanding at March 31, 2016   202,276   $13.17    4.2 years   $183 
Vested at March 31, 2016   142,741   $14.93    2.5 years   $111 
Non-vested at March 31, 2016   59,535   $8.96    8.4 years   $72 

Restricted Stock

 

There were 20,532 shares of restricted stock awarded during the three-month period ended March 31, 2015 and 17,833 shares of restricted stock awarded during the three-month period ended March 31, 2016. There were no restricted stock awards that were fully vested during the three-month periods ended March 31, 2016 and 2015, respectively. The intrinsic value of nonvested restricted stock at March 31, 2016 was $766,000.

10
 

 

 

Restricted Stock

  Shares   Weighted
Average Grant
Date Fair Value
 
Nonvested at January 1, 2016   57,516   $9.21 
Awarded   17,833    10.17 
Less:  Vested        
Less:  Expired, forfeited or cancelled        
Nonvested at March 31, 2016   75,349   $9.44 

 

Other Equity Awards

 

There were no stock appreciation rights; restricted performance stock; unrestricted Company stock; or performance units awarded during the three-month periods ended March 31, 2016 or 2015 or outstanding at March 31, 2016 or December 31, 2015.

 

The intrinsic value used for stock options and restricted stock was derived from the market price of the Company’s common stock of $10.16 as of March 31, 2016.

 

3. COMMITMENTS AND CONTINGENCIES

 

In the normal course of business there are outstanding various commitments to extend credit which are not reflected in the financial statements, including loan commitments of approximately $27,276,000 and standby letters of credit of approximately $238,000 at March 31, 2016 and loan commitments of approximately $26,730,000 and standby letters of credit of approximately $238,000 at December 31, 2015. Such commitments relate primarily to real estate construction loans, revolving lines of credit and other commercial loans. However, all such commitments will not necessarily culminate in actual extensions of credit by the Company during 2016 as some of these are expected to expire without being fully drawn upon.

 

Standby letters of credit are commitments issued to guarantee the performance or financial obligation of a client to a third party. These guarantees are issued primarily relating to purchases of inventory, insurance programs, performance obligations to government agencies, or as security for real estate rents by commercial clients and are typically short-term in nature. Credit risk is similar to that involved in extending loan commitments to clients and accordingly, evaluation and collateral requirements similar to those for loan commitments are used. The majority of all such commitments are collateralized. The fair value of the liability related to these standby letters of credit, which represents the fees received for issuing the guarantees, was not significant at March 31, 2016 or December 31, 2015.

4. EARNINGS PER SHARE COMPUTATION

 

Basic earnings per share is computed by dividing net income by the weighted average common shares outstanding for the period (7,095,785 shares and 7,821,651 shares for the three-month periods ended March 31, 2016 and 2015, respectively). Diluted earnings per share reflect 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. Diluted earnings per share is computed by dividing net income by the weighted average common shares outstanding for the period plus the dilutive effect of stock based awards (34,659 shares for the three-month period ended March 31, 2016 and 23,881 shares for the three-month period ended March 31, 2015). For the three-month periods ended March 31, 2016 and 2015, there were 142,600 and 187,639 stock options, respectively, that were excluded from the calculation as they were considered antidilutive. Earnings per share is retroactively adjusted for stock dividends and stock splits, if applicable, for all periods presented.

11
 

5. INVESTMENT SECURITIES

The amortized cost and estimated fair values of investment securities at March 31, 2016 and December 31, 2015 consisted of the following (dollars in thousands):

 

Available-for-Sale

   March 31, 2016 
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Estimated
Fair
Value
 
Debt securities:                    
US Government Agencies and Sponsored Agencies  $233,156   $5,058   $(121)  $238,093 
Obligations of states and political subdivisions   19,985    1,127    (1)   21,111 
Corporate bonds   1,502    45        1,547 
Equity securities:                    
Corporate stock   51    16        67 
   $254,694   $6,246   $(122)  $260,818 

 

   December 31, 2015 
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Estimated
Fair
Value
 
Debt securities:                    
US Government Agencies and Sponsored Agencies  $244,056   $3,059   $(930)  $246,185 
Obligations of states and political subdivisions   24,706    1,307        26,013 
Corporate bonds   1,502    49        1,551 
Equity securities:                    
Corporate stock   51    19        70 
   $270,315   $4,434   $(930)  $273,819 

 

Net unrealized gains on available-for-sale investment securities totaling $6,124,000 were recorded, net of $2,450,000 in tax liabilities, as accumulated other comprehensive income within shareholders’ equity at March 31, 2016. Proceeds and gross realized gains from the sale and call of available-for-sale investment securities for the three-month period ended March 31, 2016 totaled $8,287,000 and $282,000, respectively. There were no transfers of available-for-sale investment securities for the three-month period ended March 31, 2016.

 

Net unrealized gains on available-for-sale investment securities totaling $3,504,000 were recorded, net of $1,401,000 in tax liabilities, as accumulated other comprehensive income within shareholders’ equity at December 31, 2015. Proceeds and gross realized gains from the sale and call of available-for-sale investment securities for the three-month period ended March 31, 2015 totaled $9,910,000 and $167,000, respectively. There were no transfers of available-for-sale investment securities for the three-month period ended March 31, 2015.

 

Held-to-Maturity                
March 31, 2016                
       Gross   Gross   Estimated 
   Amortized   Unrealized   Unrealized   Fair 
   Cost   Gains   Losses   Value 
Debt securities:                    
US Government Agencies and Sponsored Agencies  $573   $46   $   $619 

12
 
December 31, 2015      Gross   Gross   Estimated 
   Amortized   Unrealized   Unrealized   Fair 
   Cost   Gains   Losses   Value 
Debt securities:                    
US Government Agencies and Sponsored Agencies  $623   $46   $   $669 

 

There were no sales or transfers of held-to-maturity investment securities for the periods ended March 31, 2016 and March 31, 2015. Investment securities with unrealized losses at March 31, 2016 and December 31, 2015 are summarized and classified according to the duration of the loss period as follows (dollars in thousands):

 

March 31, 2016  Less than 12 Months   12 Months or More   Total 
   Fair Value   Unrealized Losses  Fair Value   Unrealized Losses   Fair Value   Unrealized Losses 
Available-for-Sale                             
                               
Debt securities:                              
US Government Agencies and Sponsored Agencies  $10,635   $(72)   4,444    (49)  $15,079   $(121)
Obligations of states and political subdivisions   389    (1)           389    (1)
   $11,024   $(73)  $4,444   $(49)  $15,468   $(122)

 

December 31, 2015  Less than 12 Months   12 Months or More   Total 
   Fair Value   Unrealized Losses   Fair Value   Unrealized Losses   Fair Value   Unrealized Losses 
Available-for-Sale                             
                               
Debt securities:                              
US Government Agencies and Sponsored Agencies  $93,265   $(813)  $5,251   $(117)  $98,516   $(930)
Obligations of states and political subdivisions                        
   $93,265   $(813)  $5,251   $(117)  $98,516   $(930)

 

There were no held-to-maturity investment securities with unrealized losses as of March 31, 2016 or December 31, 2015.

 

At March 31, 2016, the Company held 213 securities of which eight were in a loss position for less than twelve months and two were in a loss position for twelve months or more.  Of the eight securities in a loss position of less than twelve months, seven were US Government Agencies and Sponsored Agencies securities and one was an obligation of a state or political subdivision.  Of the two securities in a loss position for greater than twelve months at March 31, 2016, both were US Government Agencies and Sponsored Agencies securities. At December 31, 2015, the Company held 223 securities of which 45 were in a loss position for less than twelve months and three were in a loss position for twelve months or more.  Of the 45 securities in a loss position for less than twelve months, all were US Government Agencies and Sponsored Agencies securities and of the three securities that were in a loss position for greater than twelve months, all were US Government Agencies and Sponsored Agencies.  

 

The unrealized loss on the Company’s investment 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 until maturity, management does not consider these investments to be other-than-temporarily impaired.

13
 

The amortized cost and estimated fair values of investment securities at March 31, 2016 by contractual maturity are shown below (dollars in thousands).

   Available-for-Sale   Held-to-Maturity 
   Amortized
Cost
   Estimated
Fair
Value
   Amortized
Cost
   Estimated
Fair
Value
 
                 
Within one year  $493   $495           
After one year through five years   5,137    5,273           
After five years through ten years   10,961    11,802           
After ten years   4,896    5,088           
    21,487    22,658           
Investment securities not due at a single maturity date:                    
US Government Agencies and Sponsored Agencies   233,156    238,093   $573   $619 
Corporate stock   51    67         
   $254,694   $260,818   $573   $619 

 

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.

 

6. IMPAIRED AND NONPERFORMING LOANS AND LEASES AND OTHER REAL ESTATE OWNED

 

At March 31, 2016 and December 31, 2015, the recorded investment in nonperforming loans and leases was approximately $1,577,000 and $1,643,000, respectively. Nonperforming loans and leases include all such loans and leases that are either placed on nonaccrual status or are 90 days past due as to principal or interest but still accrue interest because such loans are well-secured and in the process of collection. 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 contractual terms of the original loan agreement. At March 31, 2016, the recorded investment in loans and leases that were considered to be impaired totaled $20,951,000, which includes $1,543,000 in nonaccrual loans and leases and $19,408,000 in accruing loans and leases. Of the total impaired loans of $20,951,000, loans totaling $12,541,000 were deemed to require no specific reserve and loans totaling $8,410,000 were deemed to require a related valuation allowance of $789,000. At December 31, 2015, the recorded investment in loans and leases that were considered to be impaired totaled $21,365,000 and had a related valuation allowance of $899,000.

 

At March 31, 2016 and December 31, 2015, the recorded investment in other real estate owned (“OREO”) was $896,000 and $3,551,000, respectively. During the first quarter of 2016, the Company sold a single commercial property in El Dorado County for a gain of $117,000. Also, during the first quarter the Company obtained an updated appraisal on existing commercial land in Sacramento County, which resulted in a charge to expense of $376,000. The Company did not add any properties to OREO during the first quarter of 2016.

 

The March 31, 2016 OREO balance of $896,000 consists of two properties one of which is commercial real estate in the amount of $243,000 and the other is commercial land in the amount of $653,000.

14
 

Nonperforming loans and leases and other assets and OREO at March 31, 2016 and December 31, 2015 are summarized as follows (in thousands):

 

   March 31,
2016
   December 31,
2015
 
Nonaccrual loans and leases that are current to terms (less than 30 days past due)  $1,041   $379 
Nonaccrual loans and leases that are past due   536    1,264 
Loans and leases past due 90 days and accruing interest        
Other assets   878    878 
Other real estate owned   896    3,551 
Total nonperforming assets  $3,351   $6,072 
           
Nonperforming loans and leases to total loans and leases   0.53%   0.56%
Total nonperforming assets to total assets   0.54%   0.96%
           

Impaired loans and leases as of and for the periods ended March 31, 2016 and December 31, 2015 are summarized as follows:

 

(in thousands)  As of March 31, 2016   As of December 31, 2015 
  

 

Recorded
Investment

  

Unpaid
Principal
Balance

  

 

Related
Allowance

  

 

Recorded
Investment

  

Unpaid
Principal
Balance

  

 

Related
Allowance

 
With no related allowance recorded:                              
Commercial   $33   $33   $   $   $   $ 
Real estate-commercial   12,170    12,802        12,269    12,902     
Real estate-residential   338    338        338    338     
Subtotal  $12,541   $13,173   $   $12,607   $13,240   $ 
                               
With an allowance recorded:                              
Commercial   $60   $60   $12   $121   $121   $25 
Real estate-commercial   5,581    5,676    547    5,597    5,693    598 
Real estate-multi-family   487    487    4    488    488    5 
Real estate-residential   1,851    1,938    160    2,114    2,201    204 
Agriculture   367    367    38    370    370    38 
Consumer   64    64    28    68    68    29 
Subtotal  $8,410   $8,592   $789   $8,758   $8,941   $899 
                               
Total:                              
Commercial   $93   $93   $12   $121   $121   $25 
Real estate-commercial   17,751    18,478    547    27,866    18,595    598 
Real estate-multi-family   487    487    4    488    488    5 
Real estate-residential   2,189    2,276    160    2,452    2,539    204 
Agriculture   367    367    38    370    370    38 
Consumer   64    64    28    68    68    29 
   $20,951   $21,765   $789   $21,365   $22,181   $899 
15
 

The following table presents the average balance related to impaired loans and leases for the periods indicated (in thousands):

 

   Average Recorded Investments
for the three months ended
 
   March 31 ,
2016
   March 31,
2015
 
         
Commercial   $60   $757 
Real estate-commercial   16,734    19,928 
Real estate-multi-family   487    495 
Real estate-residential   2,195    2,854 
Agriculture   369    380 
Consumer   75    153 
     Total  $19,920   $24,567 

The following table presents the interest income recognized on impaired loans and leases for the periods indicated (in thousands):

   Interest Income Recognized
for the three months ended
 
   March 31 ,
2016
   March 31,
2015
 
         
Commercial   $1   $2 
Real estate-commercial   185    256 
Real estate-multi-family   8    5 
Real estate-residential   21    31 
Agriculture   5    3 
Consumer       1 
     Total  $220   $298 

 

7. TROUBLED DEBT RESTRUCTURINGS

During the period ended March 31, 2016, there were no loans that were modified as troubled debt restructurings.

The following table presents loans by class modified as troubled debt restructurings during the three months ended March 31, 2015 (dollars in thousands):

 

       Pre-   Post- 
       Modification   Modification 
       Outstanding   Outstanding 
   Number   Recorded   Recorded 
   of Loans   Investment   Investment 
             
Troubled debt restructurings:               
Real estate – commercial   2   $517   $517 

 

The troubled debt restructurings described above increased the allowance for loan and lease losses by $32,000 and resulted in no charge-offs during the three months ended March 31, 2015. 

 

There were no payment defaults during the three months ended March 31, 2016 or March 31, 2015 on troubled debt restructurings made in the preceding twelve months. At March 31, 2016 and December 31, 2015, there were no unfunded commitments on those loans considered troubled debt restructures. See also “Impaired Loans and Leases” in Item 2.

16
 

8. ALLOWANCE FOR LOAN AND LEASE LOSSES 

The Company’s loan and lease portfolio allocated by management’s internal risk ratings as of March 31, 2016 and December 31, 2015 are summarized below:

 

March 31, 2016  Credit Risk Profile by Internally Assigned Grade 
(dollars in thousands)      Real Estate 
   Commercial   Commercial   Multi-family   Construction   Residential 
Grade:                         
   Pass  $31,718   $173,697   $27,267   $2,468   $13,596 
   Watch   1,055    17,215    491    9,039    1,826 
   Special mention       8,290            390 
   Substandard   2,875    1,140            808 
   Doubtful or loss                    
          Total  $35,648   $200,342   $27,758   $11,507   $16,620 
                 
   Credit Risk Profile by Internally Assigned Grade
Other Credit Exposure
             
   Leases   Agriculture   Consumer           Total 
Grade:                            
   Pass  $634   $2,085   $1,670           $253,135 
   Watch       367    371            30,364 
   Special mention           432            9,112 
   Substandard           124            4,947 
   Doubtful or loss                        
          Total  $634   $2,452   $2,597           $297,558 
     
December 31, 2015  Credit Risk Profile by Internally Assigned Grade 
(dollars in thousands)      Real Estate 
   Commercial   Commercial   Multi-family   Construction   Residential 
Grade:                         
   Pass  $32,216   $172,755   $23,001   $6,371   $10,593 
   Watch   1,073    17,318    493    8,162    2,099 
   Special mention       8,363            697 
   Substandard   2,906    1,155            811 
   Doubtful or loss                    
          Total  $36,195   $199,591   $23,494   $14,533   $14,200 
                 
   Credit Risk Profile by Internally Assigned Grade
Other Credit Exposure
             
   Leases   Agriculture   Consumer           Total 
Grade:                            
   Pass  $732   $2,061   $2,136           $249,865 
   Watch       370    378            29,893 
   Special mention           433            9,493 
   Substandard           175            5,047 
   Doubtful or loss                        
          Total  $732   $2,431   $3,122           $294,298 

17
 

The allocation of the Company’s allowance for loan and lease losses and by portfolio segment and by impairment methodology are summarized below:

March 31, 2016                                        
(dollars in thousands)     Real Estate   Other         
                                         
   Commercial   Commercial   Multi-Family   Construction   Residential   Leases   Agriculture   Consumer   Unallocated   Total 
                                         
Allowance for Loan and Lease Losses                                                  
                                                   
Beginning balance, January 1, 2016  $860   $2,369   $228   $813   $319   $1   $77   $78   $230   $4,975 
Provision for loan losses   (81)   143    42    (188)   (21)   1        (85)   189     
Loans charged-off                                        
Recoveries   34    1                        72        107 
                                                   
Ending balance, March 31, 2016     $813      $2,513      $270      $625      $298      $2      $77      $65      $419      $5,082 
                                                   
Ending balance:                                                  
Individually evaluated for impairment  $12   $547   $4   $   $160   $   $38   $28   $   $789 
                                                   
Ending balance:                                                  
Collectively evaluated for impairment  $801   $1,966   $266   $625   $138   $2   $39   $37   $419   $4,293 
                                                   
Loans                                                  
                                                   
Ending balance  $35,648   $200,342   $27,758   $11,507   $16,620   $634   $2,452   $2,597   $   $297,558 
                                                   
Ending balance:                                                  
Individually evaluated for impairment  $93   $17,751   $487   $   $2,189   $   $367   $64   $   $20,951 
                                                   
Ending balance:                                                  
Collectively evaluated for impairment  $35,555   $182,591   $27,271   $11,507   $14,431   $634   $2,085   $2,533   $   $276,607 
18
 
December 31, 2015                                        
(dollars in thousands)      Real Estate   Other         
                                         
   Commercial   Commercial   Multi-Family   Construction   Residential   Leases   Agriculture   Consumer   Unallocated   Total 
Ending balance:                                                  
Individually evaluated for impairment  $25   $598   $5   $   $204   $   $38   $29   $   $899 
                                                   
Ending balance:                                                                                
Collectively evaluated for impairment  $835   $1,771   $223   $813   $115   $1   $39   $49   $230   $4,076 
                                                   
Loans                                                  
                                                   
Ending balance  $36,195   $199,591   $23,494   $14,533   $14,200   $732   $2,431   $3,122   $   $294,298 
                                                   
Ending balance:                                                  
Individually evaluated for impairment  $121   $17,866   $488   $   $2,452   $   $370   $68   $   $21,365 
                                                   
Ending balance:                                                  
Collectively evaluated for impairment  $36,074   $181,725   $23,006   $14,533   $11,748   $732   $2,061   $3,054   $   $272,933 
                                                   
March 31, 2015                                                  
(dollars in thousands)       Real Estate   Other            
                                                   
   Commercial   Commercial   Multi-Family   Construction   Residential   Leases   Agriculture   Consumer   Unallocated   Total 
Allowance for Loan and Lease Losses                                                 
                                                   
Beginning balance, January 1, 2015  $1,430   $2,317   $130   $583   $399   $2   $62   $124   $254   $5,301 
Provision for loan losses   (33)   (34)   (10)   97    (7)   (1)   (7)   8    (13)    
Loans charged-off                               (2)       (2)
Recoveries   6    1                        2        9 
                                                   
Ending balance, March 31, 2015  $1,403   $2,284   $120   $680   $392   $1   $55   $132   $241   $5,308 

19
 

The Company’s aging analysis of the loan and lease portfolio at March 31, 2016 and December 31, 2015 are summarized below:

 

March 31, 2016
(dollars in thousands)
  30-59 Days
Past Due
   60-89 Days
Past Due
   Past Due
Greater Than
90 Days
   Total Past
Due
   Current   Total Loans   Past Due
Greater Than
90 Days and
Accruing
   Nonaccrual 
Commercial:                                        
Commercial  $   $   $   $   $35,648   $35,648   $   $29 
Real estate:                                        
Commercial   324        499    823    199,519    200,342        1,478 
Multi-family                   27,759    27,759         
Construction                   11,507    11,507         
Residential                   16,620    16,620         
Other:                                        
Leases                   634    634         
Agriculture                   2,452    2,452         
Consumer       37        37    2,559    2,596        70 
Total  $324   $37   $499   $860   $296,698   $297,558   $   $1,577 

  

December 31, 2015
(dollars in thousands)
  30-59 Days
Past Due
   60-89 Days
Past Due
   Past Due
Greater Than
90 Days
   Total Past
Due
   Current   Total Loans   Past Due
Greater Than
90 Days and
Accruing
   Nonaccrual 
Commercial:                                        
Commercial  $   $   $30   $30   $36,165   $36,195   $   $30 
Real estate:                                        
Commercial       359    499    858    198,733    199,591        1,155 
Multi-family                   23,494    23,494         
Construction                   14,533    14,533         
Residential           338    338    13,862    14,200        338 
Other:                                        
Leases                   732    732         
Agriculture                   2,431    2,431         
Consumer   367            367    2,755    3,122        120 
Total  $367   $359   $867   $1,593   $292,705   $294,298   $   $1,643 
20
 

9. BORROWING ARRANGEMENTS

 

At March 31, 2016, the Company had $17,000,000 of unsecured short-term borrowing arrangements with two of its correspondent banks. There were no advances under the borrowing arrangements as of March 31, 2016 or December 31, 2015.

 

The Company has a line of credit available with the Federal Home Loan Bank of San Francisco (the “FHLB”) which is secured by pledged mortgage loans and investment securities. Borrowings may include overnight advances as well as loans with terms of up to thirty years. Advances (both short-term and long-term) totaling $11,000,000 were outstanding from the FHLB at March 31, 2016, bearing interest rates ranging from 0.75% to 1.91% and maturing between July 20, 2016 and July 12, 2019. Advances totaling $11,000,000 were outstanding from the FHLB at December 31, 2015, bearing interest rates ranging from 0.45% to 1.91% and maturing between January 19, 2016 and July 12, 2019. Remaining amounts available under the borrowing arrangement with the FHLB at March 31, 2016 and December 31, 2015 totaled $77,828,000 and $78,326,000, respectively. In addition, the Company has a secured borrowing agreement with the Federal Reserve Bank of San Francisco. The borrowing can be secured by pledging selected loans and investment securities. Borrowings generally are short-term including overnight advances as well as loans with terms up to ninety days. Amounts available under this borrowing arrangement at March 31, 2016 and December 31, 2015 were $12,514,000 and $11,371,000, respectively. There were no advances outstanding under this borrowing arrangement as of March 31, 2016 and December 31, 2015.

 

10. INCOME TAXES

 

The Company files its income taxes on a consolidated basis with its subsidiaries. The allocation of income tax expense (benefit) represents each entity’s proportionate share of the consolidated provision for (benefit from) 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 respective tax basis. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. On the consolidated balance sheet, net deferred tax assets are included in accrued interest receivable and other assets.

The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.  Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above, if applicable, is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if applicable, as a component of interest expense in the consolidated statement of income. There have been no unrecognized tax benefits or accrued interest and penalties for the three-month periods ended March 31, 2016 and 2015.

Federal and state income taxes for the quarter ended March 31, 2016 increased $163,000 (34.7%) from $470,000 in the first quarter of 2015 to $633,000 in the first quarter of 2016. The effective tax rate for the quarter ended March 31, 2016 was 31.6% compared to 33.0% for the first quarter of 2015. The higher tax expense in 2016 resulted from a higher amount of taxable income. Taxable income increased $579,000 (40.6%) from $1,426,000 in the first quarter of 2015 to $2,005,000 in the first quarter of 2016. The lower effective tax rate in 2016 results from an increase in tax benefits related to tax exempt loan interest. Interest on tax exempt loans increased from $17,000 in 2015 to $172,000 in 2016.

21
 

11. 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 March 31, 2016 and December 31, 2015. 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 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.

 

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: 
March 31, 2016  Amount   Level 1   Level 2   Level 3   Total 
                     
Financial assets:                         
Cash and due from banks  $29,257   $29,257   $   $   $29,257 
Interest-bearing deposits in banks   999        1,001        1,001 
Available-for-sale securities   260,818    21    260,797        260,818 
Held-to-maturity securities   573        619        619 
FHLB stock   3,799    N/A    N/A    N/A    N/A 
Net loans and leases:   292,226            295,290    295,290 
Accrued interest receivable   1,817        935    882    1,817 
Financial liabilities:                         
Deposits:                         
Noninterest-bearing  $188,585   $188,585   $   $   $188,585 
Savings   59,816    59,816            59,816 
Money market   129,556    129,556            129,556 
NOW accounts   62,339    62,339            62,339 
Time Deposits   83,523        84,182        84,182 
Short-term borrowings   3,500    3,500            3,500 
Long-term borrowings   7,500        7,547        7,547 
Accrued interest payable   47        47        47 
22
 
  Carrying   Fair Value Measurements Using: 
December 31, 2015  Amount   Level 1   Level 2   Level 3   Total 
Financial assets:                    
Cash and due from banks  $23,727   $23,727   $   $   $23,727 
Interest-bearing deposits in banks   750        752        752 
Available-for-sale securities   273,819    24    273,795        273,819 
Held-to-maturity securities   623        669        689 
FHLB stock   3,779    N/A    N/A    N/A    N/A 
Net loans and leases:   289,102            292,444    292,444 
Accrued interest receivable   1,885        1,077    808    1,885 
Financial liabilities:                         
Deposits:                         
Noninterest-bearing  $190,548   $190,548   $   $   $190,548 
Savings   59,061    59,061            59,061 
Money market   135,186    135,186            135,186 
NOW accounts   61,324    61,324            61,324 
Time Deposits   84,571        85,165        85,165 
Short-term borrowings   3,500    3,500            3,500 
Long-term borrowings   7,500        7,502        7,502 
Accrued interest payable   60        60        60 

 

Because no 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.

 

The following methods and assumptions were used by the Company to estimate the fair values of its financial instruments at March 31, 2016 and December 31, 2015:

Cash and due from banks: The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1.

Interest-bearing deposits in banks: The fair values of interest-bearing deposits in banks are estimated by discounting their future cash flows using rates at each reporting date for instruments with similar remaining maturities offered by comparable financial institutions and are classified as Level 2.

Investment securities: For investment securities, fair values are based on quoted market prices, where available, and are classified as Level 1. If quoted market prices are not available, fair values are estimated using quoted market prices for similar securities and indications of value provided by brokers and are classified as Level 2.

FHLB stock: It is not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability.

Loans and leases: Fair values of loans, excluding loans held for sale, are estimated as follows:  For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality also resulting in a Level 3 classification. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

23
 

Deposits: The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount) resulting in a Level 1 classification. For time deposits, the fair values for fixed rate certificates of deposit are estimated using a discounted cash flow methodology that applies market interest rates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

Short-term and long-term borrowings: The fair value of short-term borrowings is estimated to be the carrying amount and is classified as Level 1. The fair value of long-term borrowings is estimated using a discounted cash flow analysis using interest rates currently available for similar debt instruments and are classified as Level 2.

Accrued interest receivable and payable: The carrying amount of accrued interest receivable approximates fair value resulting in a Level 3 classification and the carrying amount of accrued interest payable approximates fair value resulting in a Level 2 classification.

Off-balance sheet instruments: Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments was not material at March 31, 2016 and December 31, 2015.

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

Description     Fair Value Measurements Using   Total Gains 
(dollars in thousands)  Fair Value   Level 1   Level 2   Level 3   (Losses) 
                     
March 31, 2016                         
                          
Assets and liabilities measured on a recurring basis:                         
Available-for-sale securities:                         
US Government Agencies and Sponsored Agencies  $238,093   $   $238,093   $   $ 
Obligations of states and political subdivisions   21,111        21,111         
Corporate bonds   1,547        1,547         
Corporate stock   67    21    46           
Total recurring  $260,818   $21   $260,797   $   $ 
                          
Assets and liabilities measured on a nonrecurring basis:                         
Impaired loans:                         
Real estate:                         
Commercial  $3,875   $   $   $3,875   $ 
                          
Other real estate owned                         
Commercial   243            243     
Land   653            653    (376)
Total nonrecurring  $4,771   $   $   $4,771   $(376)
24
 
Description      Fair Value Measurements Using   Total Gains 
(dollars in thousands)  Fair Value   Level 1   Level 2     Level 2   (Losses) 
                 
December 31, 2015
                         
Assets and liabilities measured on a recurring basis:                         
Available-for-sale securities:                         
US Government Agencies and Sponsored Agencies   $246,185   $   $246,185   $   $ 
Corporate Debt securities   1,551        1,551           
Obligations of states and political subdivisions   26,013        26,013         
Corporate stock   70    24    46         
Total recurring  $273,819   $24   $273,795   $   $ 
                          
Assets and liabilities measured on a nonrecurring basis:                         
Impaired loans:                         
Real estate:                         
Commercial  $3,900   $   $   $3,900   $(334)
                          
Other real estate owned                          
Commercial    2,522            2,522     
Land   1,029            1,029     
Total nonrecurring  $7,451   $   $   $7,451   $(334)

 

There were no transfers between Levels 1 and 2 during the three-month period ended March 31, 2016 or the twelve months ended December 31, 2015.

 

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

Available-for-sale securitiesFair 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%.

 

Other real estate owned – 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 real estate 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 OREO is the sales comparison approach less selling costs ranging from 8% to 10%.

25
 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following is management’s discussion and analysis of the significant changes in American River Bankshares’ (the “Company”) balance sheet accounts between December 31, 2015 and March 31, 2016 and its income and expense accounts for the three-month periods ended March 31, 2016 and 2015. The discussion is designed to provide a better understanding of significant trends related to the Company’s financial condition, results of operations, liquidity, capital resources and interest rate sensitivity. This discussion and supporting tables and the consolidated financial statements and related notes appearing elsewhere in this report are unaudited. Interest income and net interest income are presented on a fully taxable equivalent basis (FTE) within management’s discussion and analysis. Certain matters discussed or incorporated by reference in this Quarterly Report on Form 10-Q including, but not limited to, matters described in “Item 2 - 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 legislation promulgated by the United States Congress and actions taken by governmental agencies, including the United States Department of the Treasury, to deal with challenges to 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 and lease losses;
·potential expenses associated with resolving non-performing assets as well as regulatory changes;
·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;
·potential declines in fee and other noninterest income earned associated with economic factors, as well as regulatory changes;
·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 further 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, negative financial and economic conditions, natural disasters, 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;
·the reputation of the financial services industry could experience further 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.
26
 

The factors set forth under “Item 1A - Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, and other cautionary statements and information set forth in this Quarterly Report on Form 10-Q should be carefully considered and understood as being applicable to all related forward-looking statements contained in this Quarterly Report on Form 10-Q, 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.

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. 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 and Lease Losses

The allowance for loan and lease losses is an estimate of the probable incurred credit loss risk inherent in our loan and lease portfolio 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 or lease balance.

The allowance for loan and lease 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 an historical loss view as an indicator of future losses and as a result could differ from the actual losses incurred in the future. If the allowance for loan and lease losses falls below that deemed adequate (by reason of loan and lease growth, actual losses, the effect of changes in risk factors, or some combination of these), the Company has a strategy for supplementing the allowance for loan and lease losses, over the short-term. For further information regarding our allowance for loan and lease losses, see “Allowance for Loan and Lease Losses Activity” discussion later in this Item 2.

Stock-Based Compensation

The Company recognizes compensation expense over the vesting period in an amount equal to the fair value of all share-based payments which consist of stock options and restricted stock awarded to directors and employees. The fair value of each stock option award is estimated on the date of the award and amortized over the service period using a Black-Scholes-Merton based option valuation model that requires the use of assumptions.  Critical assumptions that affect the estimated fair value of each award include expected stock price volatility, dividend yields, option life and the risk-free interest rate.

27
 

Goodwill  

 

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 on an annual basis. Impairment exists when a reporting unit’s carrying value of goodwill exceeds its fair value. The most recent annual assessment was performed as of December 31, 2015, 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.

 

Income Taxes

 

The Company files its income taxes on a consolidated basis with its subsidiaries. The allocation of income tax expense (benefit) represents each entity’s proportionate share of the consolidated provision for (benefit from) 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 bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. On the consolidated balance sheet, net deferred tax assets are included in accrued interest receivable and other assets.

The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.  Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is, if applicable, reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if applicable, as a component of interest expense in the consolidated statement of income. There were no unrecognized tax benefits or accrued interest and penalties at March 31, 2016 or 2015 or for the three-month periods then ended.

General Development of Business

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) 854-0123. The Company employed an equivalent of 98 full-time employees as of March 31, 2016.

The Company owns 100% of the issued and outstanding common shares of its banking subsidiary, American River Bank (the “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 five full service offices in Sacramento and Placer Counties including the main office located at 1545 River Park Drive, Suite 107, Sacramento and branch offices in Sacramento, Gold River, and 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. In addition, American River Bank operates loan production offices in Santa Clara County, in the city of San Jose, and serves the Contra Costa and Alameda County markets through a loan production office in the city of San Ramon.

28
 

In 2000, the Company acquired North Coast Bank as a separate bank subsidiary. North Coast Bank was incorporated and commenced business in 1990 as Windsor Oaks National Bank in Windsor, California. In 1997, the name was changed to North Coast Bank. Effective December 31, 2003, North Coast Bank was merged with and into American River Bank. On December 3, 2004, the Company acquired Bank of Amador located in Jackson, California. Bank of Amador was merged with and into American River Bank.

The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (the “FDIC”) up to applicable legal limits. On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act includes a permanent increase to $250,000 as the maximum FDIC insurance limit per depositor retroactive to January 1, 2008 and the extension of unlimited FDIC insurance for noninterest-bearing transaction accounts effective December 31, 2010 through December 31, 2012. On November 9, 2010, the FDIC implemented a final rule to permanently increase the maximum insurance limit to $250,000 under the Dodd-Frank Act. The unlimited insurance coverage for noninterest bearing transaction accounts was not extended and terminated on December 31, 2012. The $250,000 maximum deposit insurance amount per depositor remains in effect.

American River Bank does not offer trust services or international banking services and does not plan to do so in the near future. 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 certain types of business 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 2015 and 2016, 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 “Federal Reserve Board”), 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.”

Overview

The Company recorded net income of $1,372,000 for the quarter ended March 31, 2016, which was an increase of $416,000 (43.5%) compared to $956,000 reported for the same period of 2015. Diluted earnings per share for the first quarter of 2016 was $0.19, an increase of 58.3% above the $0.12 per share reported in the first quarter of 2015. The return on average equity (“ROAE”) and the return on average assets (“ROAA”) for the first quarter of 2016 were 6.44% and 0.87%, respectively, as compared to 4.39% and 0.64%, respectively, for the same period in 2015.

 

Total assets of the Company decreased by $8,500,000 (1.3%) from $634,640,000 at December 31, 2015 to $626,140,000 at March 31, 2016. Net loans totaled $292,226,000 at March 31, 2016, up $3,124,000 (1.1%) from $289,102,000 at December 31, 2015. Deposit balances at March 31, 2016 totaled $523,819,000, down $6,871,000 (1.3%) from $530,690,000 at December 31, 2015.

 

The Company ended the first quarter of 2016 with a leverage capital ratio of 10.6%, a Tier 1 capital ratio of 18.9%, and a total risk-based capital ratio of 20.2% compared to 11.0%, 19.3%, and 20.6%, respectively, at December 31, 2015. Table One below provides a summary of the components of net income for the periods indicated (See the “Results of Operations” section that follows for an explanation of the fluctuations in the individual components).

29
 

Table One: Components of Net Income    
  For the three months ended
March 31,
 
(dollars in thousands)  2016      2015 
Interest income*  $5,397   $4,973 
Interest expense   (234)   (248)
Net interest income*   5,163    4,725 
Provision for loan and lease losses        
Noninterest income   754    585 
Noninterest expense   (3,791)   (3,813)
Provision for income taxes   (633)   (470)
Tax equivalent adjustment   (121)   (71)
Net income  $1,372   $956 
           
Average total assets  $635,076   $609,308 
Net income (annualized) as a percentage of average total assets   0.87%   0.64%

* Fully taxable equivalent basis (FTE)

 

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 and leases, securities, Federal funds sold and investments in time deposits) over the interest paid on interest-bearing deposits and borrowed funds. Net interest margin is net interest income expressed as a percentage of average earning assets. The Company’s net interest margin was 3.63% for the three months ended March 31, 2016 and 3.46% for the three months ended March 31, 2015.

The fully taxable equivalent interest income component for the first quarter of 2016 increased $424,000 (8.5%) to $5,397,000 compared to $4,973,000 for the three months ended March 31, 2015. The increase in the fully taxable equivalent interest income for the first quarter of 2016 compared to the same period in 2015 is broken down by rate (up $52,000) and volume (up $372,000). The yield on earning assets increased from 3.64% during the first quarter of 2015 to 3.80% during the first quarter of 2016. The rate increase primarily occurred in the investment portfolio which can be attributed to a slowdown in the mortgage refinance market. As mortgage refinancing slows it also reduces the principal prepayments that the Company receives on the mortgage-backed securities, which reduces the premium amounts amortized on the bonds. A lower amount of amortized premium results in higher interest income. Investment securities added $219,000 in additional interest income related to rate. The average yield on investments increased from 2.30% from the first quarter of 2015 to 2.62% during the first quarter of 2016. The increased yield created by the investments was partially offset by a lower yield on loans which saw a decrease from 5.10% in the first quarter of 2015 to 4.90% in the first quarter of 2016. While average loans increased by $32,560,000 (12.4%) from $262,546,000 during the first quarter of 2015 to $295,106,000 during the first quarter of 2016, due to the overall lower interest rate environment, the new loans added were at lower yields than the existing loans. The volume increase of $372,000 was primarily from an increase in average loans ($458,000) partially offset by a decrease in investments ($86,000). The average balance of earning assets increased $17,293,000 (3.1%) from $554,046,000 in the first quarter of 2015 to $571,339,000 in the first quarter of 2016. When compared to the first quarter of 2015, average investment securities decreased $15,252,000 (5.3%) from $290,500,000 for the first quarter of 2015 compared to $275,248,000 for the first quarter of 2016.

Interest expense was $234,000 or $14,000 (5.6%) lower in the first quarter of 2016 versus $248,000 in the first quarter of 2015. The net $14,000 decrease in interest expense during the first quarter of 2016 compared to the first quarter of 2015 was due to lower rates (down $45,000) and volume (up $31,000). The primary decrease in interest expense due to lower rates was due to the overall lower interest rate environment. Rates paid on interest bearing liabilities decreased 2 basis points from 0.28% to 0.26% for the first quarter of 2016 compared to the first quarter of 2015. The increase in expense due to volume occurred despite slightly lower balances of interest bearing liabilities. The average balances on interest bearing liabilities were $2,144,000 (0.6%) lower in the first quarter of 2016 compared to the same quarter in 2015, decreasing from $358,089,000 in the first quarter of 2015 to $355,945,000 in the first quarter of 2016. However, other borrowings, which carry a higher interest cost, increased during the same time frame. Average borrowings increased $13,401,000 (122.2%) from $10,967,000 during the first quarter of 2015 to $24,368,000 during the first quarter of 2016. The increase in other borrowings was implemented in order to offset the decrease in interest checking and money market accounts. Average interest checking and money market accounts decreased $11,965,000 (6.0%) from $200,525,000 during the first quarter of 2015 to $188,560,000 during the first quarter of 2016.

30
 

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 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) and changes in average interest rates.

Table Two: Analysis of Net Interest Margin on Earning Assets 
Three Months Ended March 31,  2016   2015 
(Taxable Equivalent Basis)
(dollars in thousands)
 

Avg

Balance

  

 

Interest

  

Avg

Yield (4)

  

Avg

Balance

  

 

Interest

  

Avg

Yield (4)

 
Assets                              
Earning assets:                              
Taxable loans and leases (1)  $278,734   $3,362    4.85%  $261,068   $3,278    5.09%
Tax-exempt loans and leases (2)   16,372    230    5.65%   1,478    23    6.31%
Taxable investment Securities   249,622    1,552    2.50%   264,046    1,411    2.17%
Tax-exempt investment securities (2)   25,557    246    3.87%   26,428    254    3.90%
Corporate stock (2)   69    6    34.97%   26    6    32.02%
Federal funds sold                        
Investments in time deposits   985    1    0.41%   1,000    1    0.41%
Total earning assets   571,339    5,397    3.80%   554,046    4,973    3.64%
Cash & due from banks   28,145              21,265           
Other assets   40,595              39,302           
Allowance for loan & lease losses   (5,003)             (5,405)          
   $635,076             $609,308           
                               
Liabilities & Shareholders’ Equity                              
Interest bearing liabilities:                              
Interest checking and money market  $188,560    40    0.09%  $200,525    69    0.14%
Savings   59,206    5    0.03%   58,901    8    0.06%
Time deposits   83,811    139    0.67%   87,696    137    0.63%
Other borrowings   24,368    50    0.83%   10,967    34    1.26%
Total interest bearing liabilities   355,945    234    0.26%   358,089    248    0.28%
Noninterest bearing demand deposits   186,935              156,399           
Other liabilities   6,467              6,537           
Total liabilities   549,347              521,025           
Shareholders’ equity   85,729              88,283           
   $635,076             $609,308           
Net interest income & margin (3)       $5,163    3.63%       $4,725    3.46%

 

(1)Loan interest includes loan fees of $40,000 and $37,000, respectively, during the three months ended March 31, 2016 and March 31, 2015.  Average loan balances include non-performing loans.
(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 34% for 2016 and 2015.
(3)Net interest margin is computed by dividing net interest income by total average earning assets.
(4)Average yield is calculated based on actual days in the period (91 days for 2016 and 90 days for 2015) and annualized to actual days in the year (366 days in 2016 and 365 days in 2015).
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Table Three:  Analysis of Volume and Rate Changes on Net Interest Income and Expenses
Three Months Ended March 31, 2016 over 2015 (dollars in thousands)
Increase (decrease) due to change in:            
             
Interest-earning assets:  Volume   Rate (4)   Net Change 
   Taxable net loans and leases (1)(2)  $224   $(140)  $84 
Tax-exempt net loans and leases (3)   234    (27)   207 
   Taxable investment securities   (77)   218    141 
   Tax exempt investment securities (3)   (8)       (8)
   Corporate stock   (1)   1     
   Federal funds sold            
   Interest-bearing deposits in banks            
     Total   372    52    424 
Interest-bearing liabilities:               
   Interest checking and money market   (5)   (24)   (29)
   Savings deposits       (3)   (3)
   Time deposits   (6)   8    2 
   Other borrowings   42    (26)   16 
     Total   31    (45)   (14)
Interest differential  $341   $97   $438 

 

 
(1)The average balance of nonaccrual loans is immaterial as a percentage of total loans and has been included in net loans.
(2)Loan interest includes loan fees of $40,000 and $37,000, respectively, during the three months ended March 31, 2016 and March 31, 2015, which have been included in the interest income computation.
(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 34% for 2016 and 2015.
(4)The rate/volume variance has been included in the rate variance.

Provision for Loan and Lease Losses

The Company did not provide any provision for loan and lease losses for the first quarter of 2016 or 2015. The Company experienced net loan and lease recoveries of $107,000 or (0.15%) (on an annualized basis) of average loans and leases for the three months ended March 31, 2016 compared to net loan and lease recoveries of $7,000 or (0.01%) (on an annualized basis) of average loans and leases for the three months ended March 31, 2015. The Company continued to experience an overall improvement in the credit quality of the loan and lease portfolio and a reduction of credit losses. For additional information see the “Allowance for Loan and Lease Losses Activity.”

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  
  

Three Months Ended

March 31,

 
   2016   2015 
Service charges on deposit accounts  $129   $117 
Gain on sale/call of securities   282    167 
Merchant fee income   86    88 
Bank owned life insurance   78    78 
Income from OREO properties   106    71 
Other   73    64 
           Total noninterest income  $754   $585 
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Noninterest income increased $169,000 (28.9%) to 754,000 for the three months ended March 31, 2016 as compared to $585,000 for the three months ended March 31, 2015. The increase in noninterest income was primarily related to gains from sales of securities, which increased from $167,000 in 2015 to $282,000 in 2016 and higher rental income on OREO properties which increased from $71,000 in 2015 to $106,000 in 2016. The higher rental income from OREO properties is due to higher occupancy and increased rental rates in the Bank-owned office building, as well as a one-time early termination fee from one of the tenants.

 

Noninterest Expense

Noninterest expense decreased $22,000 (0.6%) to a total of $3,791,000 in the first quarter of 2016 compared to $3,813,000 in the first quarter of 2015. Salary and employee benefits expense decreased $110,000 (4.8%) from $2,270,000 during the first quarter of 2015 to $2,160,000 during the first quarter of 2016. The decrease in salaries and benefits results from a lower number of full-time equivalent employees (“FTE”) and lower employer taxes and benefits. Average FTE decreased from 103 during the first quarter of 2015 to 97 during the first quarter of 2016. Core salaries decreased $52,000 (3.5%) from $1,504,000 in the first quarter of 2015 to $1,452,000 in the first quarter of 2016. Taxes and benefits decreased $68,000 (11.6%) from $588,000 in the first quarter of 2015 to $520,000 in the first quarter of 2016. On a quarter-over-quarter basis, occupancy expense increased $5,000 (1.7%) and furniture and equipment expense decreased $12,000 (6.8%). FDIC assessments were $80,000 during the first quarter of 2015 and 2016. OREO related expenses increased $193,000 during the first quarter of 2016 from $147,000 in the first quarter of 2015 to $340,000 in the first quarter of 2016. Other expense decreased $982,000 (11.6%) to a total of $748,000 in the first quarter of 2016 compared to $846,000 in the first quarter of 2015. The increase in OREO expenses is related to an adjustment to the book value of one property that resulted in a $376,000 charge to expense partially offset by a $117,000 gain on sale of another property, during the first quarter of 2016. The decrease in other expense is primarily related to an operations loss in 2015. Operations losses were $68,000 in the first quarter of 2015 compared to less than $1,000 in the first quarter of 2016. The fully taxable equivalent efficiency ratio decreased from 71.8% for the first quarter of 2015 to 64.1% for the first quarter of 2016. This decrease in the efficiency ratio is primarily related to the increase in net interest income.

Provision for Income Taxes

 

Federal and state income taxes for the quarter ended March 31, 2016 increased $163,000 (34.7%) from $470,000 in the first quarter of 2015 to $633,000 in the first quarter of 2016. The effective tax rate for the quarter ended March 31, 2016 was 31.6% compared to 33.0% for the first quarter of 2015. The higher tax expense in 2016 resulted from a higher amount of taxable income. Taxable income increased $579,000 (40.6%) from $1,426,000 in the first quarter of 2015 to $2,005,000 in the first quarter of 2016. The lower effective tax rate in 2016 results from an increase in tax benefits related to tax exempt loan interest. Interest on tax exempt loans increased from $17,000 in 2015 to $172,000 in 2016.

Balance Sheet Analysis

The Company’s total assets were $626,140,000 at March 31, 2016 as compared to $634,640,000 at December 31, 2015, representing a decrease of $8,500,000 (1.3%). The average assets for the three months ended March 31, 2016 were $635,076,000, which represents an increase of $25,768,000 or 4.2% over the balance of $609,308,000 during the three-month period ended March 31, 2015.

Investment Securities

The Company classifies its investment securities as available-for-sale or held-to-maturity. 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 available-for-sale may be sold to implement asset/liability management strategies and in response to changes in interest rates, prepayment rates and similar factors. Table Five below summarizes the values of the Company’s investment securities held on March 31, 2016 and December 31, 2015.

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Table Five: Investment Securities Composition           
(dollars in thousands)          
Available-for-sale (at fair value)  March 31, 2016   December 31, 2015 
Debt securities:          
US Government Agencies and Sponsored Agencies  $238,093   $246,185 
Obligations of states and political subdivisions   21,111    26,013 
Corporate bonds   1,547    1,551 
Corporate stock   67    70 
Total available-for-sale investment securities  $260,818   $273,819 
Held-to-maturity (at amortized cost)           
Debt securities:          
US Government Agencies and Sponsored Agencies  $573   $623 
Total held-to-maturity investment securities  $573   $623 

Net unrealized gains on available-for-sale investment securities totaling $6,124,000 were recorded, net of $2,450,000 in tax liabilities, as accumulated other comprehensive income within shareholders’ equity at March 31, 2016 and net unrealized gains on available-for-sale investment securities totaling $3,504,000 were recorded, net of $1,401,000 in tax liabilities, as accumulated other comprehensive income within shareholders’ equity at December 31, 2015.

 

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.

Loans and Leases

The Company concentrates its lending activities in the following principal areas: (1) commercial; (2) commercial real estate; (3) multi-family real estate; (4) commercial real estate construction; (5) residential real estate; (6) lease financing receivable; (7) agriculture; and (8) consumer loans. The Company’s continuing focus in our market area, new borrowers developed through the Company’s marketing efforts, and credit extensions expanded to existing borrowers resulted in the Company originating $15.1 million in new loans during the first three months of 2016. This production was partially offset by normal pay downs and payoffs, but still resulted in an overall net increase in net loans and leases of $3,124,000 (1.1%) from December 31, 2015. The market in which the Company operates 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.

 

A significant portion of the Company’s loans and leases are direct loans and leases 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 and leases 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, 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 3 to 10 years and original loan-to-value ratios generally from 65% to 75%. Agriculture loans consist primarily of vineyard loans. In general, except in the case of loans under SBA programs or Farm Services Agency guarantees, the Company does not make long-term mortgage loans.

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Table Six below summarizes the composition of the loan portfolio as of March 31, 2016 and December 31, 2015.

 

Table Six: Loan and Lease Portfolio Composition  
(dollars in thousands)  March 31, 2016    December 31, 2015   Change in    Percentage 
   $  %   $   %   dollars   change 
Commercial  $35,648    12%  $36,195    12%  $(547)   (1.5%)
Real estate                              
Commercial   200,342    67%   199,591    68%   751    0.4%
Multi-family   27,758    9%   23,494    8%   4,264    18.1%
Construction   11,507    4%   14,533    5%   (3,026)   (20.8%)
Residential   16,620    6%   14,200    5%   2,420    17.0%
Lease financing receivable   634    %   732    %   (98)   (13.4%)
Agriculture   2,452    1%   2,431    1%   21    1.0%
Consumer   2,597    1%   3,122    1%   (525)   (16.8%)
Total loans and leases   297,558    100%   294,298    100%   3,260    1.1%
Deferred loan and lease fees, net   (250)        (221)        (29)     
Allowance for loan and lease losses   (5,082)        (4,975)        (107)     
Total net loans and leases  $292,226        $289,102        $3,124    1.1%

 

“Subprime” real estate loans generally refer to residential mortgages made to higher-risk borrowers with lower credit and/or income histories. Within the banking industry, many of these loans were originated with adjustable interest rates that reset upward after an introductory period. These “subprime” loans coupled with declines in housing prices led to an increase in default rates resulting in many instances of increased foreclosure rates as the adjustable interest rates reset to higher levels. The Company did not have any such “subprime” loans at March 31, 2016 and December 31, 2015.

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 and lease portfolio. Management believes its ability to identify and assess risk and return characteristics of the Company’s loan and lease portfolio is critical for profitability and growth. Management strives to continue its emphasis on credit quality in the loan and lease approval process, through active credit administration and regular monitoring. With this in mind, management has designed and implemented a comprehensive loan and lease review and grading system that functions to continually assess the credit risk inherent in the loan and lease portfolio.

 

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 recently entered the Santa Clara, Contra Costa, and Alameda County markets with loan productions offices in San Ramon and San Jose. The economies of Santa Clara, Contra Costa and Alameda Counties are diversified with professional services, manufacturing, technology related companies, real estate investment and construction.

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.

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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 flow 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 86% of the Company’s loan and lease portfolio at March 31, 2016 and December 31, 2015. Management believes that the residential land portion of the Company’s loan portfolio carries more than the normal credit risk, due primarily to curtailed demand for new and resale residential property, relative to pre-recession levels, a resulting oversupply of unsold residential land, and observed reductions in values throughout the Company’s market area. Management has responded by evaluating loans that it considers to carry any significant risk above the normal risk of collectability by taking actions where possible to reduce credit risk exposure by methods that include, but are not limited to, seeking liquidation of the loan by the borrower, seeking additional tangible collateral or other repayment support, converting the property through judicial or non-judicial foreclosure proceedings, and other collection techniques. Management currently believes that it maintains its allowance for loan and lease 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 primary 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 and lease losses. This could adversely affect the Company’s future prospects, results of operations, profitability and stock price. 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: (1) maintaining a thorough understanding of the Company’s service 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.

 

Nonperforming, Past Due and Restructured Loans and Leases

 

At March 31, 2016, nonperforming loans and leases (those loans and leases on nonaccrual status and those loans and leases still accruing and past due 90 days or more) were $1,577,000 or 0.53% of total loans and leases. The $1,577,000 in nonperforming loans and leases consisted of eight loans. Six of those loans totaling $1,041,000 were current (less than 30 days past due pursuant to their original or modified terms). Nonperforming loans and leases were $1,643,000 or 0.65% of total loans and leases at December 31, 2015. Specific reserves of $28,000 were held on the nonperforming loans at March 31, 2016 and December 31, 2015.

The overall level of nonperforming loans decreased $66,000 (4.0%) to $1,577,000 from $1,643,000 at December 31, 2015. At December 31, 2015, the Company’s nonperforming loans included four real estate loans totaling $1,493,000; four consumer loans totaling $120,000 and a single commercial loans totaling $30,000. At March 31, 2016, the Company had four real estate loans totaling $1,478,000; three consumer loans totaling $70,000; and a single commercial loan in the amount of $29,000.

 

There were no loan or lease concentrations in excess of 10% of total loans and leases not otherwise disclosed as a category of loans and leases as of March 31, 2016. Management is not aware of any potential problem loans, which were accruing and current at March 31, 2016, 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.

36
 

Table Seven below sets forth nonaccrual loans and loans past due 90 days or more as of March 31, 2016 and December 31, 2015.

 

Table Seven: Nonperforming Loans and Leases    
  March 31,   December 31, 
(dollars in thousands)  2016   2015 
Past due 90 days or more and still accruing:          
   Commercial  $   $ 
   Real estate        
   Lease financing receivable        
   Agriculture        
   Consumer        
Nonaccrual:          
   Commercial   29    30 
   Real estate   1,478    1,493 
   Lease financing receivable        
   Consumer   70    120 
Total nonperforming loans  $1,577   $1,643 

Impaired Loans and Leases

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 or lease agreement. The measurement of impairment may be based on (i) the present value of the expected cash flows of the impaired loan or lease discounted at the loan’s or lease’s original effective interest rate, (ii) the observable market price of the impaired loan or lease, or (iii) the fair value of the collateral of a collateral-dependent loan. The Company does not apply this definition to smaller-balance loans or leases that are collectively evaluated for credit risk. In assessing whether a loan or lease is impaired, the Company typically reviews loans or leases 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.  

At March 31, 2016, the recorded investment in loans and leases that were considered to be impaired totaled $20,951,000, which includes $19,408,000 in performing loans and leases. Of the total impaired loans of $20,951,000, loans totaling $12,541,000 were deemed to require no specific reserve and loans totaling $8,410,000 were deemed to require a related valuation allowance of $789,000. Of the $12,541,000 impaired loans that did not carry a specific reserve there were $3,876,000 in loans or leases that had previous partial charge-offs and $8,665,000 in loans or leases 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 or lease balance. The recorded investment in loans and leases that were considered to be impaired totaled $21,365,000 at December 31, 2015. Of the total impaired loans of $21,365,000, loans totaling $12,607,000 were deemed to require no specific reserve and loans totaling $8,758,000 were deemed to require a related valuation allowance of $899,000.

 

The Company has been operating in a market that has recently experienced sporadic improvement 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. The collateral evaluations performed by the Company are updated as necessary, which is generally once every six months, and are reviewed by a qualified credit officer.  In the first quarter of 2016, the Company had net loan recoveries of $107,000 with no added provision. In the first quarter of 2015, the Company had net loan recoveries of $7,000 with no added provision.

 

During the period ended March 31, 2016, there were no loans that were modified as troubled debt restructurings. During the period ended March 31, 2015, there were two loans totaling $517,000 that were modified as troubled debt restructurings, neither of which required a reduction in principal. The two troubled debt restructurings in the first quarter of 2015 increased the allowance for loan and lease losses by $32,000 and resulted in no charge-offs.

37
 

There were no payment defaults during the three months ended March 31, 2016 or March 31, 2015 on troubled debt restructurings made in the preceding twelve months. At March 31, 2016 and December 31, 2015, there were no unfunded commitments on those loans considered troubled debt restructures.

Allowance for Loan and Lease Losses Activity

The Company maintains an allowance for loan and lease losses (“ALLL”) to cover probable losses inherent in the loan and lease portfolio, which is based upon management’s estimate of those losses. The ALLL is established through a provision for loan and lease losses and is increased by provisions charged against current earnings and recoveries and reduced by charge-offs. Actual losses for loans and leases 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 and lease 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 and leases 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 borrowers’ business, valuation of collateral, the determination of impaired loans or leases and exposure to potential losses. 

The ALLL totaled $5,082,000 or 1.71% of total loans and leases at March 31, 2016 compared to $4,975,000 or 1.69% of total loans and leases at December 31, 2015. 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 and lease portfolio based on loan type and loan rating; however, the entire allowance is available to cover actual loan and lease losses. While management uses available information to recognize possible losses on loans and leases, 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 ALLL as a percentage of non-performing loans and leases was 322.3% at March 31, 2016 and 302.8% at December 31, 2015. The allowance for loans and leases as a percentage of impaired loans and leases was 20.4% at March 31, 2016 and 23.3% at December 31, 2015. Of the total non-performing and impaired loans and leases outstanding as of March 31, 2016, there were $5,605,000 in loans or leases that had been reduced by partial charge-offs of $815,000. As these loan or lease balances are charged off, the remaining balances, following analysis, normally do not initially require specific reserves and are not eligible for general reserves. The impact of this on credit ratios is such that the Company’s ALLL as a percentage may be lower, because the partial charge-offs have reduced the potential future losses related to those credits.

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

38
 

It is the policy of management to maintain the allowance for loan and lease 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 and lease losses that management believes is appropriate at each reporting date. Based on information currently available to analyze inherent credit risk, including economic factors, overall credit quality, historical delinquencies and a history of actual charge-offs, management believes that the provision for loan and lease losses and the allowance for loan and lease losses are prudent and adequate. Adjustments may be made based on differences from estimated loan and lease growth, the types of loans constituting this growth, changes in risk ratings within the portfolio, and general economic conditions. However, no prediction of the ultimate level of loans and leases charged off in future periods can be made with any certainty. Table Eight below summarizes, for the periods indicated, the activity in the ALLL.

 

Table Eight: Allowance for Loan and Lease Losses    
(dollars in thousands)  Three Months
Ended March 31,
 
   2016   2015 
         
Average loans and leases outstanding  $295,106   $262,546 
           
Allowance for loan and lease losses at beginning of period  $4,975   $5,301 
Loans and leases charged off:          
     Consumer       (2)
Total       (2)
Recoveries of loans and leases previously charged off:          
     Commercial   34    6 
     Real estate   1    1 
     Consumer   72     
Total   107    9 
Net loans and leases recovered   107    7 
Additions to allowance charged to operating expenses        
Allowance for loan and lease losses at end of period  $5,082   $5,308 
Ratio of net charge-offs to average loans and
leases outstanding (annualized)
   (0.15%)   (0.01%)
Provision of allowance for loan and lease
losses to average loans and leases
outstanding (annualized)
        
Allowance for loan and lease losses to loans and leases net of deferred fees at end of period   1.71%   1.99%

 

Other Real Estate Owned

At March 31, 2016, the Company had two other real estate owned (“OREO”) properties totaling $896,000, a reduction of $2,655,000 (74.8%) from the $3,551,000 reported as of December 31, 2015. During the first quarter of 2016, the Company sold a single commercial property in El Dorado County for a gain of $117,000. The Company periodically obtains property valuations either as part of the selling process or as part of the process of determining whether the recorded book value represents fair value. As a result of the property evaluation, $376,000 was charged to expense in writing down a single piece of land in Sacramento County. There was no valuation allowance at March 31, 2016 nor at year end 2015. The Company believes that both of the OREO properties owned at March 31, 2016 are carried approximately at fair value.

Deposits

At March 31, 2016, total deposits were $523,819,000 representing a $6,871,000 (1.3%) decrease from the December 31, 2015 balance of $530,690,000. The Company’s deposit growth plan for 2016 is to concentrate its efforts on increasing noninterest-bearing demand, interest-bearing money market and NOW accounts, and savings accounts while allowing higher cost time deposits to mature and close or renew at lower rates. The Company experienced increases in interest-bearing checking ($1,015,000 or 1.7%) and savings ($755,000 or 1.3%) and decreases in noninterest-bearing ($1,963,000 or 1.0%), money market accounts ($5,630,000 or 4.2%), and time deposits ($1,048,000 or 1.2%). The decrease in money market accounts during the quarter is partially related to the Company’s decision to allow some higher rate promotional accounts to exit the Bank.

39
 

Other Borrowed Funds

Other borrowings outstanding as of March 31, 2016 and December 31, 2015, consist of advances (both short-term and long-term) from the Federal Home Loan Bank of San Francisco (“FHLB”). Table Nine below summarizes these borrowings.

Table Nine: Other Borrowed Funds
(dollars in thousands)
   March 31, 2016   December 31, 2015 
   Amount   Rate   Amount   Rate 
Short-term borrowings:                    
FHLB advances  $3,500    1.41%  $3,500    1.28%
Long-term borrowings:                    
FHLB advances  $7,500    1.24%  $7,500    1.24%

The maximum amount of short-term borrowings at any month-end during the first three months of 2016 and 2015 was $28,500,000 and $3,500,000, 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  $3,500   $7,500 
Maturity   2016 to 2017    2017 to 2019 
Weighted average rates   1.41%   1.24%

Capital Resources

 

The Company and American River Bank are subject to certain regulatory capital requirements administered by the Federal Reserve Board 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 current 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.

 

At March 31, 2016, shareholders’ equity was $85,302,000, representing a decrease of $773,000 (0.9%) from $86,075,000 at December 31, 2015. The decrease results from repurchases of common stock ($3,798,000) exceeding the additions from other comprehensive income ($1,571,000), net income for the period ($1,372,000), and the stock based compensation ($82,000). During the first quarter of 2016, the Company repurchased 367,182 shares of its common stock at an average price of $10.29 per share under the 2016 Stock Repurchase Program. The ratio of total risk-based capital to risk adjusted assets was 20.2% at March 31, 2016 and 20.6% at December 31, 2015. Tier 1 risk-based capital to risk-adjusted assets was 18.9% at March 31, 2016 and 19.3% at December 31, 2015. The leverage ratio was 10.6% at March 31, 2016 and 11.0% at December 31, 2015. Table Ten below lists the Company’s actual capital ratios at March 31, 2016 and December 31, 2015, as well as the minimum capital ratios for capital adequacy.

 

Table Ten: Capital Ratios        
Capital to Risk-Adjusted Assets     At March 31,
2016
      At December 31,
2015
      Minimum Regulatory
Capital Requirements
 
                
American River Bankshares               
                
Leverage Ratio   10.6%   11.0%   4.0%
Tier 1 Risk-Based Capital   18.9%   19.3%   6.0%
Total Risk-Based Capital   20.2%   20.3%   8.0%
                
American River Bank               
                
Leverage Ratio   10.7%   11.0%   4.0%
Common Equity Tier 1 Risk-Based Capital   18.7%   19.1%   4.5%
Tier 1 Risk-Based Capital   18.7%   19.1%   6.0%
Total Risk-Based Capital   20.0%   20.3%   8.0%

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Capital ratios are reviewed on a regular basis to ensure that capital exceeds the prescribed regulatory requirements and is adequate to meet future needs. Management believes that both the Company and American River Bank met all of their capital adequacy requirements as of March 31, 2016 and December 31, 2015.

 

In July 2013, the federal bank regulatory agencies issued interim final rules that revised the risk-based capital requirements in order to implement the “Basel III” regulatory capital reforms released by the Basel Committee on Banking Supervision and changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Basel III reforms reflected in the final rules include an increase in the risk-based capital requirements and certain changes to capital components and the calculation of risk-weighted assets.

 

Effective January 1, 2015, banking organizations like American River Bank must comply with new minimum capital ratio requirements to be phased-in between January 1, 2015 and January 1, 2019, which would consist of the following: (i) a new 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% (unchanged from current rules); and (iv) a Tier 1 capital to adjusted average total assets (“leverage”) ratio of 4%.

 

In addition, a “capital conservation buffer,” is established which when fully phased-in will require 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%. The new buffer requirement will be phased-in between January 1, 2016 and January 1, 2019. The buffer requirement for 2016 is 0.625% and will increase gradually to 2.50% by 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.

 

The federal bank regulatory agencies also implemented changes to the prompt corrective action framework, which is designed to place restrictions on insured depository institutions if their capital ratios begin to show signs of weakness. These changes became effective January 1, 2015 and require insured depository institutions to meet the following increased capital ratio requirements in order to qualify as “well capitalized:” (i) a new common equity Tier 1 capital ratio of 6.5%; (ii) a Tier 1 capital ratio of 8% (increased from 6%); (iii) a total capital ratio of 10% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 5% (increased from 4%).

 

On January 20, 2016, the Company approved and authorized a stock repurchase program for 2016 (the “2016 Program”). The repurchase target of 5% of the outstanding common shares was reached in the first quarter of 2016 and, on April 20, 2016, the Company approved and authorized an increase to this stock repurchase program. See Part II, Item 2, for additional disclosure regarding the 2016 Program.

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 it 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 significant effect upon the results of operations of the Company and its subsidiaries during the periods ended March 31, 2016 and 2015.

41
 

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 and lease repayments contribute to liquidity, along with deposit increases, while loan and lease 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 March 31, 2016 were approximately $27,276,000 and $238,000, 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 and/or pledged for secured borrowings. At March 31, 2016, consolidated liquid assets totaled $219.2 million or 35.0% of total assets compared to $229.7 million or 36.2% of total assets on December 31, 2015. In addition to liquid assets, the Company maintains two short-term unsecured lines of credit in the amount of $17,000,000 with two of its correspondent banks. At March 31, 2016, the Company had $17,000,000 available under these credit lines. Additionally, the Bank is a member of the FHLB. At March 31, 2016, the Bank could have arranged for up to $88,828,000 in secured borrowings from the FHLB. These borrowings are secured by pledged mortgage loans and investment securities. At March 31, 2016, the Company had advances, borrowings and commitments (including letters of credit) outstanding of $11,000,000, leaving $77,828,000 available under these FHLB secured borrowing arrangements. American River Bank also has a secured borrowing arrangement with the Federal Reserve Bank of San Francisco. The borrowing can be secured by pledging selected loans and investment securities. At March 31, 2016, the Company’s borrowing capacity at the Federal Reserve Bank was $12,514,000. 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 and borrowing capacity to offset the potential runoff of these volatile and/or 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. The Bank has established a master repurchase agreement with a correspondent bank to enable such transactions. Furthermore, the Bank can pledge additional unencumbered securities to borrow from the Federal Reserve Bank of San Francisco and the FHLB.

 

Off-Balance Sheet Items

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.

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 applies the same credit policies to commitments and letters of credit as it does for loans included on the consolidated balance sheet. As of March 31, 2016 and December 31, 2015, commitments to extend credit and standby 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. Loan commitments and standby letters of credit were $27,514,000 and $26,968,000 at March 31, 2016 and December 31, 2015, respectively. As a percentage of net loans and leases these off-balance sheet items represent 9.4% and 9.3%, respectively.

The Company has certain ongoing commitments under operating leases. These commitments do not significantly impact operating results.

42
 

Website Access

American River Bankshares 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 Securities and Exchange Commission (the “SEC”). These reports are free of charge and can be accessed through the address www.americanriverbank.com by clicking on the Investor Relations/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 other above-referenced reports filed by the Company by selecting the appropriate link.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

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.

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 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.

After a review of the model results as of March 31, 2016, 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.

Item 4. 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 March 31, 2016. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely making known to them material information relating to the Company and the Company’s consolidated subsidiaries required to be disclosed in the Company’s reports filed or submitted under the Exchange Act.

During the quarter ended March 31, 2016, there have been no changes in the Company’s internal control over financial reporting that have significantly affected, or are reasonably likely to materially affect, these controls.

43
 

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

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

 

Item 1A. Risk Factors.

There have been no significant changes in the risk factors previously disclosed in the Company’s Form 10-K for the period ended December 31, 2015, filed with the Securities and Exchange Commission on February 26, 2016.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

On January 21, 2015, the Company approved and authorized a stock repurchase program for 2015 (the “2015 Program”). The 2015 Program authorized the repurchase during 2015 of up to 5% of the outstanding shares of the Company’s common stock, or approximately 404,481 shares based on the 8,089,615 shares outstanding as of December 31, 2014. During the first quarter of 2015, the Company repurchased the targeted amount of 404,481 shares of its common stock at an average price of $9.70 per share. On July 17, 2015, the Company approved and authorized an increase in the 2015 Program. The increase authorized the repurchase during the remainder of 2015 of up to 5% of the outstanding shares of the Company’s common stock, or approximately an additional 386,508 shares based on the 7,730,157 shares outstanding as of June 30, 2015. During the third quarter of 2015, the Company repurchased the targeted amount of 386,508 shares of its common stock at an average price of $10.03 per share.

On January 20, 2016, the Company approved and authorized a stock repurchase program for 2016 (the “2016 Program”). The 2016 Program authorized the repurchase during 2016 of up to 5% of the outstanding shares of the Company’s common stock, or approximately 367,182 shares based on the 7,343,649 shares outstanding as of December 31, 2015. During the first quarter of 2016, the Company repurchased the targeted amount of 367,182 shares of its common stock at an average price of $10.29 per share. On April 20, 2016, the Company approved and authorized an increase in the 2016 Program. The increase authorized the repurchase during the remainder of 2016 of up to 5% of the outstanding shares of the Company’s common stock, or approximately an additional 349,715 shares based on the 6,994,300 shares outstanding as of March 31, 2016. Any repurchases under the 2016 Program will be made from time to time by the Company in the open market as conditions allow. All such transactions will be structured to comply with SEC Rule 10b-18 and all shares repurchased under the 2016 Program will be retired. The number, price and timing of the repurchases will be at the Company’s sole discretion and the 2016 Program may be re-evaluated depending on market conditions, capital and liquidity needs or other factors. Based on such re-evaluation, the Board of Directors may suspend, terminate, modify or cancel the 2016 Program at any time without notice. The following table lists shares repurchased during the quarter ended March 31, 2016 and the maximum amount available to repurchase under the repurchase plan.

Period  (a)   (b)   (c)   (d) 
   Total Number
of Shares
(or Units)
Purchased
   Average Price
Paid Per Share
(or Unit)
   Total Number of Shares
(or Units) Purchased as
Part of Publicly
Announced Plans or
Programs
   Maximum Number
(or Approximate Dollar Value)
of Shares (or Units)
That May Yet Be
Purchased Under
the Plans or Programs
 
Month #1
January 1 through
January 31, 2016
               367,182 
Month #2
February 1 through
February 29, 2016
       367,182       $10.29        367,182       -0- 
Month #3
March 1 through
March 31, 2016
   -0-            -0- 
Total   367,182   $10.29    367,182         N/A 
44
 

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

 Exhibit
Number
 Document Description
     
(2.1)  Agreement and Plan of Reorganization and Merger by and among the Registrant, ARH Interim National Bank and North Coast Bank, N.A., dated as of March 1, 2000 (included as Annex A). **
     
(2.2)  Agreement and Plan of Reorganization and Merger by and among the Registrant, American River Bank and Bank of Amador, dated as of July 8, 2004 (included as Annex A). ***
     
(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 March 31, 2011, filed with the Commission on May 10, 2011.
     
(3.2)  Bylaws, as amended, incorporated by reference from Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2013, filed with the Commission on May 9, 2013.
     
(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.
     
(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 (**) and 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.
     
(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.
     
(10.3)  Lease agreement between American River Bank and LUM YIP KEE, Limited (formerly Sandalwood Land Company) dated August 28, 1996, related to 2240 Douglas Boulevard, Suite 100, Roseville, California (**) and Amendment No. 1 thereto dated July 28, 2006, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on July 31, 2006.
     
*(10.4)  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 and 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.
     
*(10.5)  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.

45
 

     
*(10.6)  Employment Agreement between Registrant and David T. Taber dated June 2, 2006, incorporated by reference from Exhibit 99.3 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 30, 2006.
     
*(10.7)  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.
     
*(10.8)  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.
     
*(10.9)  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.
     
*(10.10)  Registrant’s 2000 Stock Option Plan with forms of Nonqualified Stock Option Agreement and Incentive Stock Option Agreement. **
     
*(10.11)  Registrant’s 401(k) Plan dated December 23, 2008, incorporated by reference from Exhibit 99.1 to the Current Report on Form 8-K, filed with the Commission on December 24, 2008.
     
(10.12)  Lease agreement between Bank of Amador, a division of American River Bank, and the United States Postal Service, dated May 24, 2011, 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 May 25, 2011.
     
*(10.13)  Salary Continuation Agreement, as amended on February 21, 2008, between Bank of Amador, a division of American River Bank, and Larry D. Standing and related Endorsement Split Dollar Agreement, incorporated by reference from Exhibit 99.4 to the Registrant’s Report on Form 8-K, filed with the Commission on February 22, 2008.
     

 

 

*(10.14)  Director Retirement Agreement, as amended on February 21, 2008, between Bank of Amador, a division of American River Bank, and Larry D. Standing, incorporated by reference from Exhibit 99.5 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 22, 2008.
     
(10.15)  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.
     
(10.16)  Lease agreement between Registrant and One Capital Center, a California 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 Amendment thereto dated April 23, 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.
     
(10.17)  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.

46
 

*(10.18)  American River Bankshares 2005 Executive Incentive Plan, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 27, 2005; 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 March 17, 2006; the Second Amendment thereto, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on March 23, 2007; the Third Amendment thereto, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 22, 2008; the Fourth Amendment thereto, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on March 20, 2009; the Fifth Amendment thereto, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on March 18, 2010; the Sixth Amendment thereto, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on March 17, 2011; the Seventh Amendment thereto, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 17, 2012; the Eighth Amendment thereto, incorporated by reference from the Registrant’s Current Report on Form 8-K, filed with the Commission on January 31, 2013; the Ninth Amendment thereto, incorporated by reference from the Registrant’s Current Report on Form 8-K, filed with the Commission on January 16, 2014; the Tenth Amendment thereto, incorporated by reference from the Registrant’s Current Report on Form 8-K, filed with the Commission on January 27, 2015; and the Eleventh Amendment thereto, incorporated by reference from the Registrant’s Current Report on Form 8-K, filed with the Commission on January 22, 2016.
     
*(10.19)  American River Bankshares Director Emeritus Program, incorporated by reference from Exhibit 10.33 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.
     
*(10.20)  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.
     
*(10.21)  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.
     
*(10.22)  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.
     
*(10.23)  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.
     
(10.24)  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 and 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.

     
(10.25)  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.
     
(10.26)  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.
     
*(10.27)  Form of Indemnification Agreement entered into on January 20, 2010, between American River Bankshares and its Directors and certain named executive officers, 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.
     
*(10.28)