UNITED STATES

SECURITIES & EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2017.

☐	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: 0-30106

PACIFIC CONTINENTAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)


OREGON		93-1269184
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No)

111 West 7th Avenue Eugene, Oregon		97401
(Address of principal executive offices)		(Zip Code)

(541) 686-8685

(Registrant’s telephone number, including area code)

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 ☒ No ☐

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


Large accelerated filer	☐	Accelerated filer	☒	Non-accelerated filer	☐

Smaller Reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has selected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to

section 13(a) of the Exchange Act ☐

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

The number of shares of common stock outstanding as of April 28, 2017 was 22,667,111.

PACIFIC CONTINENTAL CORPORATION

FORM 10-Q

QUARTERLY REPORT

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION	3

ITEM 1	Financial Statements	3

	Consolidated Balance Sheets	3

	Consolidated Statements of Income	4

	Consolidated Statements of Comprehensive Income	5

	Consolidated Statements of Changes in Shareholders’ Equity	6

	Consolidated Statements of Cash Flows	7

	Notes to Consolidated Financial Statements	8

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42

ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	63

ITEM 4	Controls and Procedures	63

PART II	OTHER INFORMATION	64

ITEM 1	Legal Proceedings	64

ITEM 1A	Risk Factors	65

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	66

ITEM 3	Defaults upon Senior Securities	66

ITEM 4	Mine Safety Disclosures	66

ITEM 5	Other Information	66

ITEM 6	Exhibits	66

PART I FINANCIAL INFORMATION

ITEM 1 Financial Statements

Pacific Continental Corporation and Subsidiary

Consolidated Balance Sheets

(In thousands, except share amounts)

(Unaudited)


	March 31, 2017			December 31, 2016
ASSETS
Cash and due from banks	$	25,836		$	30,154
Interest-bearing deposits with banks		38,265			36,959

Total cash and cash equivalents		64,101			67,113

Securities available-for-sale		472,166			470,996
Loans, net of deferred fees		1,912,608			1,857,767
Allowance for loan losses		(22,612	)		(22,454	)

Net loans		1,889,996			1,835,313
Interest receivable		6,647			7,107
Federal Home Loan Bank stock		10,324			5,423
Property and equipment, net of accumulated depreciation		19,899			20,208
Goodwill and intangible assets		70,115			70,382
Deferred tax asset		12,444			12,722
Other real estate owned		11,056			12,068
Bank-owned life insurance		35,388			35,165
Other assets		5,169			4,940


Total assets	$	2,597,305		$	2,541,437



LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits
Noninterest-bearing demand	$	832,363		$	858,996
Savings and interest-bearing checking		1,070,383			1,110,224
Core time deposits		64,520			65,847

Total core deposits		1,967,266			2,035,067

Other deposits		113,000			113,036

Total deposits		2,080,266			2,148,103
Securities sold under agreements to repurchase		2,812			1,966
Federal Home Loan Bank borrowings		182,000			65,000
Subordinated debentures		34,120			34,096
Junior subordinated debentures		11,350			11,311
Accrued interest and other payables		7,590			7,206

Total liabilities		2,318,138			2,267,682

Shareholders’ equity
Common stock, no par value, shares authorized: 50,000,000; shares issued and outstanding: 22,665,926 at March 31, 2017, and 22,611,535 at December 31, 2016		206,505			205,584
Retained earnings		74,543			70,486
Accumulated other comprehensive (loss)		(1,881	)		(2,315	)

		279,167			273,755


Total liabilities and shareholders’ equity	$	2,597,305		$	2,541,437

See accompanying notes.

Pacific Continental Corporation and Subsidiary

Consolidated Statements of Income

(In thousands, except share and per share amounts)

(Unaudited)


	Three months ended March 31,
	2017			2016
Interest and dividend income
Loans	$	23,419		$	17,714
Taxable securities		2,287			1,717
Tax-exempt securities		506			477
Interest-bearing deposits with banks		88			45

		26,300			19,953


Interest expense
Deposits		1,197			897
Federal Home Loan Bank borrowings		255			189
Subordinated debentures		570			—
Junior subordinated debentures		97			56
Federal funds purchased		1			2

		2,120			1,144

Net interest income		24,180			18,809

Provision for loan losses		900			245

Net interest income after provision for loan losses		23,280			18,564


Noninterest income
Service charges on deposit accounts		694			693
Bankcard income		300			290
Bank-owned life insurance income		222			146
Net gain on sale of investment securities		—			237
Impairment losses on investment securities (OTTI)		(1	)		(17	)
Other noninterest income		936			458

		2,151			1,807

Noninterest expense
Salaries and employee benefits		9,455			7,559
Property and equipment		1,328			1,115
Data processing		1,021			864
Legal and professional services		681			611
Business development		474			516
FDIC insurance assessment		349			288
Other real estate expense, net		118			10
Merger related expense		933			—
Other noninterest expense		1,105			1,044

		15,464			12,007


Income before provision for income taxes		9,967			8,364
Provision for income taxes		3,417			2,905

Net income	$	6,550		$	5,459


Earnings per share
Basic	$	0.29		$	0.28

Diluted	$	0.29		$	0.28

Weighted average shares outstanding
Basic		22,653,895			19,607,106
Common stock equivalents attributable to stock-based awards		312,017			175,176

Diluted		22,965,912			19,782,282

See accompanying notes.

Pacific Continental Corporation and Subsidiary

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)


	Three months ended March 31,
	2017			2016
Net income	$	6,550		$	5,459

Other comprehensive income:
Available-for-sale securities:
Unrealized gain arising during the period		802			4,469
Reclassification adjustment for gains realized in net income		—			(237	)
Other than temporary impairment		1			17
Income tax effects		(313	)		(1,657	)
Derivative agreements—cash flow hedge
Unrealized loss arising during the period		(14	)		(182	)
Reclassification adjustment for gains realized in net income		(77	)		—
Income tax effects		35			71

Total other comprehensive income, net of tax		434			2,481

Total comprehensive income	$	6,984		$	7,940

See accompanying notes.

Pacific Continental Corporation and Subsidiary

Consolidated Statements of Changes in Shareholders’ Equity

(In thousands, except share, and per share amounts)

(Unaudited)


	Number of Shares		Common Stock			Retained Earnings			Accumulated Other Comprehensive Income (loss)			Total
Balance, December 31, 2015		19,604,182	$	156,099		$	59,693		$	2,699		$	218,491

Net income							19,776						19,776
Other comprehensive loss, net of tax										(5,014	)		(5,014	)

Comprehensive income													14,762

Stock issuance and related tax benefit		153,991		734									734
Stock issued through acquisition		2,853,362		47,794									47,794
Share-based compensation expense				1,853									1,853
Vested employee RSUs and SARs surrendered to cover tax consequences				(896	)								(896	)
Cash dividends ($0.44 per share)							(8,983	)					(8,983	)

Balance, December 31, 2016		22,611,535	$	205,584		$	70,486		$	(2,315	)	$	273,755

Net income							6,550						6,550
Other comprehensive income, net of tax										434			434

Comprehensive income													6,984

Stock issuance		54,391		599									599
Share-based compensation expense				397									397
Vested employee RSUs and SARs surrendered to cover tax consequences				(75	)								(75	)
Cash dividends ($0.11 per share)							(2,493	)					(2,493	)

Balance, March 31, 2017		22,665,926	$	206,505		$	74,543		$	(1,881	)	$	279,167

See accompanying notes.

Pacific Continental Corporation and Subsidiary

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Three months ended
	March 31,
	2017			2016
Cash flows from operating activities:
Net income	$	6,550		$	5,459
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization, net of accretion		1,980			1,741
Deferred income taxes		—			3
Bank-owned life insurance income		(223	)		(146	)
Share-based compensation		547			384
Provision for loan losses		900			245
Gain on sale of investment securities		—			(237	)
Gain on sale of foreclosed assets		(3	)		—
Other than temporary impairment on investment securities		1			17
Change in:
Interest receivable		460			(282	)
Deferred loan fees		20			40
Accrued interest payable and other liabilities		297			(1,514	)
Other assets		(320	)		(468	)

Net cash provided by operating activities		10,209			5,242

Cash flows from investing activities:
Proceeds from maturities and sales of available-for-sale investment securities		12,825			23,241
Purchase of available-for-sale investment securities		(14,479	)		(36,859	)
Net loan principal originations		(55,603	)		(25,242	)
Proceeds from sale of foreclosed assets		1,015			—
Net purchase of property and equipment		(118	)		(1,261	)
(Purchase) Redemption of Federal Home Loan Bank stock		(4,901	)		1,697

Net cash used by investing activities		(61,261	)		(38,424	)

Cash flows from financing activities:
Change in deposits		(67,837	)		99,495
Change in repurchase agreements		846			407
Change in federal funds purchased and Federal Home Loan Bank short-term borrowings		117,000			(47,000	)
Proceeds from stock options exercised		599			210
Excess tax benefit from stock options exercised		—			19
Dividends paid		(2,493	)		(2,156	)
Vested employee RSUs and SARs surrendered to cover tax consequences		(75	)		(9	)

Net cash provided by financing activities		48,040			50,966

Net change in cash and cash equivalents		(3,012	)		17,784
Cash and cash equivalents, beginning of period		67,113			36,675

Cash and cash equivalents, end of period	$	64,101		$	54,459

Supplemental information:
Noncash investing and financing activities:
Change in fair value of securities, net of deferred income taxes	$	490		$	2,592
Change in fair value of cash flow hedge, net of deferred income taxes	$	(56	)	$	(111	)

Cash paid during the period for:
Income taxes	$	3		$	1,312
Interest	$	1,601		$	1,268

See accompanying notes.

Pacific Continental Corporation and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

A complete set of Notes to Consolidated Financial Statements is a part of the Company’s 2016 Form 10-K, as amended. The notes below are included due to material changes in the consolidated financial statements or to provide the reader with additional information not otherwise available. In preparing these consolidated financial statements, the Company has evaluated subsequent events and transactions for potential recognition or disclosure in the consolidated financial statements. All dollar amounts in the following notes are expressed in thousands, except share and per share amounts or where otherwise indicated.

Certain amounts contained in the prior period consolidated financial statements have been reclassified where appropriate to conform to the financial statement presentation used in the current period. These reclassifications had no effect on previously reported net income, earnings per share or retained earnings.

NOTE 1 - BASIS OF PRESENTATION

The accompanying interim consolidated financial statements include the accounts of Pacific Continental Corporation (the “Company”), a bank holding company, and its wholly owned subsidiary, Pacific Continental Bank (the “Bank”), and the Bank’s wholly owned subsidiaries, PCB Services Corporation and PCB Loan Services Corporation (both of which are presently inactive). All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying consolidated financial statements have been prepared by the Company without audit and in conformity with generally accepted accounting principles in the United States of America for interim financial information. The consolidated financial statements include all adjustments and normal accruals, which the Company considers necessary for a fair presentation of the results of operations for such interim periods. In preparing the consolidated 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 sheets and income and expenses for the periods. Areas including allowance for loan losses, goodwill and intangibles and other real estate owned are particularly susceptible to change, and actual results could differ from those estimates.

The balance sheet data as of December 31, 2016, was derived from audited consolidated financial statements, but does not include all disclosures contained in the Company’s 2016 Form 10-K. The interim consolidated financial statements should be read in conjunction with the December 31, 2016, consolidated financial statements, including the notes thereto, included in the Company’s 2016 Form 10-K.

NOTE 2 – SECURITIES AVAILABLE-FOR-SALE

The amortized cost and estimated fair values of securities available-for-sale at March 31, 2017, were as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Percentage of Portfolio
Unrealized Loss Positions
Private-label mortgage-backed securities	$	256	$	—	$	(2	)	$	254		0.05	%
Mortgage-backed securities		225,037		—		(5,260	)		219,777		46.55	%
SBA pools		24,973		—		(408	)		24,565		5.20	%
Obligations of U.S. government agencies		6,995		—		(39	)		6,956		1.47	%
Obligations of states and political subdivisions		36,496		—		(949	)		35,547		7.53	%

	$	293,757	$	—	$	(6,658	)	$	287,099		60.80	%

Unrealized Gain Positions
Obligations of U.S. government agencies	$	18,285	$	391	$	—		$	18,676		3.96	%
Obligations of states and political subdivisions		73,427		2,225		—			75,652		16.02	%
Private-label mortgage-backed securities		1,376		157		—			1,533		0.32	%
Mortgage-backed securities		71,974		693		—			72,667		15.39	%
SBA variable rate pools		16,429		110		—			16,539		3.50	%

	$	181,491	$	3,576	$	—		$	185,067		39.20	%

	$	475,248	$	3,576	$	(6,658	)	$	472,166		100.00	%

At March 31, 2017, the Bank held 480 investment securities, of which 176 were in unrealized loss positions. Unrealized losses existed on certain securities classified as obligations of U.S. government agencies, private-label mortgage-backed securities, mortgage-backed securities, SBA pools and obligations of states and political subdivisions. The unrealized losses on all securities are deemed to be temporary, as these securities retain strong credit ratings, continue to perform adequately, and are backed by various government sponsored enterprises. These decreases in fair value are associated with the changes in market interest rates or the widening of market spreads subsequent to the initial purchase of the securities, and not due to concerns regarding the underlying credit of the issuers or the underlying collateral. The decline in value of these securities has resulted from changes in interest rates relative to where these investments fall within the yield curve and their individual characteristics. Because the Company does not currently intend to sell these securities nor does the Company consider it more likely than not that it will be required to sell these securities before the recovery of amortized cost basis, which may be upon maturity, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2017.

The following table presents a summary of securities in a continuous unrealized loss position at March 31, 2017:


	Securities in Continuous Unrealized Loss Position for Less Than 12 Months		Gross Unrealized Loss on Securities in Loss Position for Less Than 12 Months			Securities in Continuous Unrealized Loss Position for 12 Months or Longer		Gross Unrealized Loss on Securities in Loss Position for 12 Months or Longer
Obligations of U.S. government agencies	$	6,956	$	(39	)	$	—	$	—
Obligations of states and political subdivisions		35,547		(949	)		—		—
Private-label mortgage-backed securities		25		—			229		(2	)
Mortgage-backed securities		215,472		(5,169	)		4,305		(91	)
SBA variable rate pools		20,615		(371	)		3,950		(37	)

	$	278,615	$	(6,528	)	$	8,484	$	(130	)

On a monthly basis, management reviews all private-label mortgage-backed securities for the presence of other than temporary impairment (“OTTI”) and recorded $1 and $17 of OTTI during the three months ended March 31, 2017 and 2016, respectively. Management’s evaluation included the use of independently-generated third-party credit surveillance reports that analyze the loans underlying each security. These reports include estimates of default rates and severities, life collateral loss rates and static voluntary prepayment assumptions to generate estimated cash flows at the individual security level. Additionally, management considered factors such as downgraded credit ratings, severity and duration of the impairments, the stability of the issuers and any discounts paid when the securities were purchased. Management has considered all available information related to the collectability of the impaired investment securities and believes that the estimated credit loss is appropriate.

Following is a tabular roll-forward of the aggregate amount of credit-related OTTI at the beginning and end of the periods presented along with the amounts recognized in earnings during the three months ended March 31, 2017, and 2016:


	Three months ended March 31,
	2017		2016
Balance, beginning of period:	$	270	$	249
Additions:
Initial OTTI credit loss		1		17

Balance, end of period:	$	271	$	266

At March 31, 2017, nine of the Company’s private-label mortgage-backed securities, with aggregate amortized cost of $1,243 were classified as substandard as their underlying credit was considered impaired. At December 31, 2016, nine securities with an aggregate amortized cost of $1,338 were classified as substandard.

At March 31, 2017, and December 31, 2016, the projected average life of the securities portfolio was 4.8 years and 4.2 years, respectively.

The amortized cost and estimated fair values of securities available-for-sale at December 31, 2016, were as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Percentage of Portfolio
Unrealized Loss Positions
Obligations of U.S. government agencies	$	3,995	$	—	$	(49	)	$	3,946		0.84	%
Obligations of states and political subdivisions		41,016		—		(1,279	)		39,737		8.44	%
Private-label mortgage-backed securities		241		—		(23	)		218		0.05	%
Mortgage-backed securities		221,835		—		(5,362	)		216,473		45.96	%
SBA variable rate pools		26,758		—		(493	)		26,265		5.58	%

	$	293,845	$	—	$	(7,206	)	$	286,639		60.86	%

Unrealized Gain Positions
Obligations of U.S. government agencies	$	21,290	$	384	$	—		$	21,674		4.60	%
Obligations of states and political subdivisions		69,148		1,854		—			71,002		15.07	%
Private-label mortgage-backed securities		1,566		153		—			1,719		0.36	%
Mortgage-backed securities		72,752		811		—			73,563		15.62	%
SBA variable rate pools		16,281		118		—			16,399		3.48	%

	$	181,037	$	3,320	$	—		$	184,357		39.14	%

	$	474,882	$	3,320	$	(7,206	)	$	470,996		100.00	%

At December 31, 2016, the Bank held 485 investment securities, of which 179 were in unrealized loss positions. The following table presents a summary of securities in a continuous unrealized loss position at December 31, 2016:


	Securities in Continuous Unrealized Loss Position for Less Than 12 Months		Gross Unrealized Loss on Securities in Loss Position for Less Than 12 Months			Securities in Continuous Unrealized Loss Position for 12 Months or Longer		Gross Unrealized Loss on Securities in Loss Position for 12 Months or Longer
Obligations of U.S. government agencies	$	3,946	$	(49	)	$	—	$	—
Obligations of states and political subdivisions		39,737		(1,279	)		—		—
Private-label mortgage-backed securities		—		—			218		(23	)
Mortgage-backed securities		211,721		(5,266	)		4,752		(96	)
SBA variable rate pools		22,076		(458	)		4,189		(35	)

	$	277,480	$	(7,052	)	$	9,159	$	(154	)

The amortized cost and estimated fair value of securities at March 31, 2017, by maturity, are shown below. Obligations of U.S. government agencies, states and political subdivisions and corporate securities are shown by contractual maturity. Mortgage-backed securities and SBA variable pools are shown by projected average life.


	March 31, 2017
	Amortized Cost		Estimated Fair Value
Due in one year or less	$	10,021	$	10,041
Due after one year through 5 years		228,487		228,436
Due after 5 years through 10 years		194,987		192,897
Due after 10 years		41,753		40,792

	$	475,248	$	472,166

During the quarter ended March 31, 2017, there were no investment securities sold.

During the quarter ended March 31, 2016, six investment securities were sold resulting in proceeds of $8,970. The sales generated a gross gain of $240 and a gross loss of $3, totaling a net gain of $237.

The following table presents investment securities which were pledged to secure public deposits and repurchase agreements as permitted or required by law:


	March 31, 2017				December 31, 2016
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Pledged to secure public deposits	$	23,240	$	23,787	$	25,257	$	25,683
Pledged to secure repurchase agreements		4,810		4,761		3,579		3,573

	$	28,050	$	28,548	$	28,836	$	29,256

At March 31, 2017, and December 31, 2016, there was an outstanding balance for repurchase agreements of $2,812 and $1,966, respectively.

NOTE 3 - LOANS, ALLOWANCE FOR LOAN LOSSES, AND CREDIT QUALITY INDICATORS

Loans are stated at the amount of unpaid principal net of loan premiums or discounts for purchased loans, net of deferred loan origination fees, discounts associated with retained portions of loans sold, and an allowance for loan losses. Interest on loans is calculated using the simple-interest method on daily balances of the principal amount outstanding. Loan origination fees, net of origination costs and discounts, are amortized over the lives of the loans as adjustments to yield.

Major classifications of period-end loans are as follows:


	March 31,			% of Gross			December 31,			% of Gross
	2017			Loans			2016			Loans
Real estate loans
Multi-family residential	$	80,333			4.20	%	$	74,340			4.00	%
Residential 1-4 family		61,516			3.21	%		61,548			3.31	%
Owner-occupied commercial		468,296			24.46	%		461,557			24.82	%
Nonowner-occupied commercial		462,555			24.16	%		451,893			24.30	%

Total permanent real estate loans		1,072,700			56.03	%		1,049,338			56.43	%
Construction loans
Multi-family residential		29,473			1.54	%		22,252			1.20	%
Residential 1-4 family		48,449			2.53	%		43,532			2.34	%
Commercial real estate		90,389			4.72	%		76,301			4.10	%
Commercial bare land and acquisition & development		10,398			0.54	%		15,081			0.81	%
Residential bare land and acquisition & development		9,682			0.51	%		10,645			0.57	%

Total construction real estate loans		188,391			9.84	%		167,811			9.02	%

Total real estate loans		1,261,091			65.87	%		1,217,149			65.45	%
Commercial loans		640,520			33.45	%		630,491			33.89	%
Consumer loans		3,000			0.16	%		2,922			0.16	%
Other loans		10,037			0.52	%		9,225			0.50	%

Gross loans		1,914,648			100.00	%		1,859,787			100.00	%
Deferred loan origination fees		(2,040	)					(2,020	)

		1,912,608						1,857,767
Allowance for loan losses		(22,612	)					(22,454	)

Total loans, net of allowance for loan losses and net deferred fees	$	1,889,996					$	1,835,313

At March 31, 2017, outstanding loans to dental professionals totaled $382,867 and represented 20.00% of total outstanding loan principal balances compared to dental professional loans of $377,478, or 20.30% of total outstanding loan principal balance at December 31, 2016. Additional information about the Company’s dental portfolio can be found in Note 4 to theses consolidated financial statements. There are no other industry concentrations in excess of 10% of the total loan portfolio. However, as of March 31, 2017, 65.87% of the Company’s loan portfolio was collateralized by real estate and is, therefore, susceptible to changes in local market conditions. While appropriate action is taken to manage identified concentration risks, management believes that the loan portfolio is well diversified by geographic location and among industry groups.

Purchased Credit Impaired Loans

The following table represents the contractually required principal balance of purchased credit impaired loans and the carrying balance at March 31, 2017 and December 31, 2016:


	March 31,			December 31,
	2017			2016
Contractually required principal payments for purchased credit impaired loans	$	21,053		$	22,941
Accretable yield		(1,359	)		(1,453	)
Nonaccretable yield		(669	)		(809	)

Balance of purchased credit impaired loans	$	19,025		$	20,679

The following tables summarize the changes in the accretable yield for purchased credit impaired loans for the periods ended March 31, 2017 and 2016:


	Three months ended March 31,
	2017									2016
	Capital Pacific			Foundation			Total			Century			Capital Pacific			Total
Balance, beginning of period	$	765		$	688		$	1,453		$	40		$	1,030		$	1,070
Additions		—			—			—			—			—			—
Accretion to interest income		(38	)		(56	)		(94	)		(29	)		(91	)		(120	)

Balance, end of period	$	727		$	632		$	1,359		$	11		$	939		$	950

Allowance for Loan Losses

The allowance for loan losses is established as an amount that management considers adequate to absorb possible losses on existing loans within the portfolio. The allowance consists of general, specific and unallocated components. The general component is based upon all loans collectively evaluated for impairment. The specific component is based upon all loans individually evaluated for impairment. The unallocated component represents credit losses inherent in the loan portfolio that may not have been contemplated in the general risk factors or the specific allowance analysis. Loans are charged against the allowance when management believes the collection of principal and interest is unlikely.

The Company performs regular credit reviews of the loan portfolio to determine the credit quality and adherence to underwriting standards. When loans are originated, they are assigned a risk rating that is reassessed periodically during the term of the loan through the credit review process. The Company’s internal risk rating methodology assigns risk ratings ranging from one to ten, where a higher rating represents higher risk. The ten-point risk rating categories are a primary factor in determining an appropriate amount for the allowance for loan losses.

Estimated credit losses reflect consideration of all significant factors that affect the collectability of the loan portfolio. The historical loss rate for each group of loans with similar risk characteristics is determined based on the Company’s own loss experience in that group. Historical loss experience and recent trends in losses provide a reasonable starting point for analysis; however, they do not by themselves form a sufficient basis to determine the appropriate level for the allowance for loan losses. Qualitative or environmental factors that are likely to cause estimated credit losses to differ from historical losses are also considered, including but not limited to:

•

Changes in international, regional and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments,

•

Changes in the nature and volume of the portfolio and in the terms of loans,

•

Changes in the volume and severity of past due loans, the volume of nonaccrual loans and the volume and severity of adversely classified or graded loans,

•

Changes in the quality of the institution’s loan review system,

•

Changes in the value of underlying collateral for collateral-dependent loans,

•

The existence and effect of any concentrations of credit, and changes in the level of such concentrations,

•

The effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the institution’s existing portfolio,

•

Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses, and

•

Changes in the current and future U.S. political environment, including debt ceiling negotiations, government shutdown and healthcare reform that may affect national, regional and local economic conditions, taxation, or disruption of national or global financial markets.

The adequacy of the allowance for loan losses and the reserve for unfunded commitments is determined using a consistent, systematic methodology and is monitored regularly based on management’s evaluation of numerous factors. For each portfolio segment, these factors include:

•

The quality of the current loan portfolio,

•

The trend in the migration of the loan portfolio’s risk ratings,

•

The velocity of migration of losses and potential losses,

•

Current economic conditions,

•

Loan concentrations,

•

Loan growth rates,

•

Past-due and nonperforming trends,

•

Evaluation of specific loss estimates for all significant problem loans,

•

Recovery experience, and

•

Peer comparison loss rates.

A summary of the activity in the allowance for loan losses by major loan classification follows:


	For the three months ended March 31, 2017
	Commercial and Other			Real Estate			Construction		Consumer			Unallocated		Total
Beginning balance	$	8,614		$	10,872		$	1,781	$	41		$	1,146	$	22,454
Charge-offs		(641	)		(150	)		—		—			—		(791	)
Recoveries		36			12			1		—			—		49
Provision (reclassification)		(292	)		565			269		(1	)		359		900

Ending balance	$	7,717		$	11,299		$	2,051	$	40		$	1,505	$	22,612

At March 31, 2017, the allowance for loan losses on dental loans was $4,171, compared to $4,713 at December 31, 2016. See Note 4 for additional information on the dental loan portfolio.

The following table presents the allowance and recorded investment in loans by major loan classification at March 31, 2017 and December 31, 2016:


	Balances as of March 31, 2017
	Commercial and Other		Real Estate		Construction		Consumer		Unallocated		Total
Ending allowance: collectively evaluated for impairment	$	7,709	$	11,298	$	2,051	$	40	$	1,505	$	22,603
Ending allowance: individually evaluated for impairment		8		1		—		—		—		9
Ending allowance: loans acquired with deteriorated credit quality		—		—		—		—		—		—

Total ending allowance	$	7,717	$	11,299	$	2,051	$	40	$	1,505	$	22,612

Ending loan balance: collectively evaluated for impairment	$	641,689	$	1,052,250	$	188,391	$	3,000	$	—	$	1,885,330
Ending loan balance: individually evaluated for impairment		2,793		7,500		—		—		—		10,293
Ending loan balance: loans acquired with deteriorated credit quality		6,075		12,950		—		—		—		19,025

Total ending loan balance	$	650,557	$	1,072,700	$	188,391	$	3,000	$	—	$	1,914,648


	Balances as of December 31, 2016
	Commercial and Other		Real Estate		Construction		Consumer		Unallocated		Total
Ending allowance: collectively evaluated for impairment	$	7,881	$	10,869	$	1,781	$	41	$	1,146	$	21,718
Ending allowance: individually evaluated for impairment		733		3		—		—		—		736
Ending allowance: loans acquired with deteriorated credit quality		—		—		—		—		—		—

Total ending allowance	$	8,614	$	10,872	$	1,781	$	41	$	1,146	$	22,454

Ending loan balance: collectively evaluated for impairment	$	628,773	$	1,027,354	$	167,491	$	2,922	$	—	$	1,826,540
Ending loan balance: individually evaluated for impairment		4,396		7,852		320		—		—		12,568
Ending loan balance: loans acquired with deteriorated credit quality		6,547		14,132		—		—		—		20,679

Total ending loan balance	$	639,716	$	1,049,338	$	167,811	$	2,922	$	—	$	1,859,787

The March 31, 2017, ending allowance includes $9 in specific allowance for $10,293 of impaired loans ($9,377 net of government guarantees). At December 31, 2016, the Company had $12,568 of impaired loans ($10,567 net of government guarantees) with a specific allowance of $736 assigned.

Management believes that the allowance for loan losses was adequate as of March 31, 2017. However, future loan losses may exceed the levels provided for in the allowance for loan losses and could possibly result in additional charges to the provision for loan losses.

Credit Quality Indicators

The Company uses the following loan grades, which are also often used by regulators when assessing the credit quality of a loan portfolio.

Pass – Credit exposure in this category ranges between the highest credit quality to average credit quality. Primary repayment sources generate satisfactory debt service coverage under normal conditions. Cash flow from recurring sources is expected to continue to produce adequate debt service capacity. There are many levels of credit quality contained in the Pass definition, but none of the loans contained in this category rise to the level of Special Mention. This category includes loans with an internal risk rating of 1-6.

Special Mention – A Special Mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. The Bank strictly and carefully employs the FDIC definition in assessing assets that may apply to this category. It is apparent that, in many cases, asset weaknesses relevant to this definition either (1) better fit a definition of a “well-defined weakness,” or (2) in management’s experience, ultimately migrate to worse risk grade categories, such as Substandard and Doubtful. Consequently, management elects to downgrade most potential Special Mention credits to Substandard or Doubtful, and therefore adopts a conservative risk grade process in the use of the Special Mention risk grade. This category includes loans with an internal risk rating of 7.

Substandard – A Substandard asset is inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Loans in this category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified Substandard. This category includes loans with an internal risk rating of 8.

Doubtful – An asset classified as Doubtful has all the weaknesses inherent in one classified Substandard, with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values, highly questionable and improbable. This category includes loans with an internal risk rating of 9.

Management strives to consistently apply these definitions when allocating its loans by loan grade. The loan portfolio is continuously monitored for changes in credit quality and management takes appropriate action to update the loan risk ratings accordingly. Management has not changed the Company’s policy towards its use of credit quality indicators during the periods reported.

The following tables present the Company’s loan portfolio information by loan type and credit grade at March 31, 2017 and December 31, 2016:

Credit Quality Indicators

As of March 31, 2017


	Loan Grade
	Pass			Special Mention			Substandard			Doubtful			Totals
Real estate loans
Multi-family residential	$	80,333		$	—		$	—		$	—		$	80,333
Residential 1-4 family		59,881			—			1,635			—			61,516
Owner-occupied commercial		450,629			—			17,667			—			468,296
Nonowner-occupied commercial		456,054			—			6,501			—			462,555

Total real estate loans		1,046,897			—			25,803			—			1,072,700
Construction
Multi-family residential		29,473			—			—			—			29,473
Residential 1-4 family		48,449			—			—			—			48,449
Commercial real estate		90,389			—			—			—			90,389
Commercial bare land and acquisition & development		10,398			—			—			—			10,398
Residential bare land and acquisition & development		9,069			—			613			—			9,682

Total construction loans		187,778			—			613			—			188,391
Commercial and other		635,775			—			14,782			—			650,557

Consumer		3,000			—			—			—			3,000

Totals	$	1,873,450		$	—		$	41,198		$	—		$	1,914,648

Percentage of portfolio		97.85	%		0.00	%		2.15	%		0.00	%		100.00	%

Credit Quality Indicators
As of December 31, 2016

	Loan Grade
	Pass			Special Mention			Substandard			Doubtful			Totals
Real estate loans
Multi-family residential	$	74,340		$	—		$	—		$	—		$	74,340
Residential 1-4 family		58,286			—			3,262			—			61,548
Owner-occupied commercial		443,737			—			17,820			—			461,557
Nonowner-occupied commercial		445,283			—			6,610			—			451,893

Total real estate loans		1,021,646			—			27,692			—			1,049,338
Construction
Multi-family residential		22,252			—			—			—			22,252
Residential 1-4 family		43,532			—			—			—			43,532
Commercial real estate		76,301			—			—			—			76,301
Commercial bare land and acquisition & development		15,081			—			—			—			15,081
Residential bare land and acquisition & development		9,852			—			793			—			10,645

Total construction loans		167,018			—			793			—			167,811
Commercial and other		621,165			—			16,890			1,661			639,716

Consumer		2,922			—			—			—			2,922

Totals	$	1,812,751		$	—		$	45,375		$	1,661		$	1,859,787

Percentage of portfolio		97.47	%		0.00	%		2.44	%		0.09	%		100.00	%

At March 31, 2017 and December 31, 2016, the Company had $474, and $1,026, respectively, in unfunded commitments on its classified loans, which amounts are included in the calculation of our classified asset ratio.

Past Due and Nonaccrual Loans

The Company uses the terms “past due” and “delinquent” interchangeably. Amortizing loans are considered past due or delinquent based upon the number of contractually required payments not made. Delinquency status for all contractually matured loans, commercial and commercial real estate loans with non-monthly amortization, and all other extensions of credit is determined based upon the number of calendar months past due.

The following tables present an aging analysis of past due and nonaccrual loans at March 31, 2017 and December 31, 2016:

Age Analysis of Loans Receivable

As of March 31, 2017


	30-59 Days Past Due Still Accruing		60-89 Days Past Due Still Accruing		Greater Than 90 days Past Due Still Accruing		Nonaccrual		Total Past Due and Nonaccrual		Total Current		Total Loans Receivable
Real estate loans
Multi-family residential	$	—	$	—	$	—	$	—	$	—	$	80,333	$	80,333
Residential 1-4 family		59		—		—		153		212		60,254		60,466
Owner-occupied commercial		—		—		—		—		—		459,535		459,535
Nonowner-occupied commercial		536		—		—		575		1,111		458,311		459,422

Total real estate loans		595		—		—		728		1,323		1,058,433		1,059,756

Construction
Multi-family residential		—		—		—		—		—		29,473		29,473
Residential 1-4 family		—		—		—		—		—		48,449		48,449
Commercial real estate		—		—		—		—		—		90,389		90,389
Commercial bare land and acquisition & development		—		—		—		—		—		10,398		10,398
Residential bare land and acquisition & development		—		—		—		—		—		9,682		9,682

Total construction loans		—		—		—		—		—		188,391		188,391

Commercial and other		585		—		—		1,684		2,269		642,207		644,476

Consumer		3		—		—		—		3		2,997		3,000


Total	$	1,183	$	—	$	—	$	2,412	$	3,595	$	1,892,028	$	1,895,623


Age Analysis of Loans Receivable As of December 31, 2016

	30-59 Days Past Due Still Accruing		60-89 Days Past Due Still Accruing		Greater Than 90 days Past Due Still Accruing		Nonaccrual		Total Past Due and Nonaccrual		Total Current		Total Loans Receivable
Real estate loans
Multi-family residential	$	—	$	—	$	—	$	—	$	—	$	74,340	$	74,340
Residential 1-4 family		—		—		—		158		158		59,241		59,399
Owner-occupied commercial		—		—		—		—		—		452,748		452,748
Nonowner-occupied commercial		—		—		—		601		601		448,118		448,719

Total real estate loans		—		—		—		759		759		1,034,447		1,035,206

Construction
Multi-family residential		—		—		—		—		—		22,252		22,252
Residential 1-4 family		—		—		—		—		—		43,532		43,532
Commercial real estate		—		—		—		—		—		76,301		76,301
Commercial bare land and acquisition & development		—		—		—		—		—		15,081		15,081
Residential bare land and acquisition & development		—		—		—		—		—		10,645		10,645

Total construction loans		—		—		—		—		—		167,811		167,811

Commercial and other		363		366		—		2,794		3,523		629,646		633,169

Consumer		—		—		—		—		—		2,922		2,922


Total	$	363	$	366	$	—	$	3,553	$	4,282	$	1,834,826	$	1,839,108

Impaired Loans

Regular credit reviews of the portfolio are performed to identify loans that are considered potentially impaired. Potentially impaired loans are referred to the Asset-Liability Committee (ALCO) for review and are included in the specific calculation of allowance for loan losses. A loan is considered impaired when, based on current information and events, the Company is unlikely to collect all principal and interest due according to the terms of the loan agreement. When the amount of the impairment represents a confirmed loss, it is charged off against the allowance for loan losses. Impaired loans are often reported net of government guarantees to the extent that the guarantees are expected to be collected. Impaired loans generally include all loans classified as nonaccrual and troubled debt restructurings.

Accrual of interest is discontinued on impaired loans when management believes that, after considering economic and business conditions and collection efforts, the borrower’s financial condition is such that collection of principal or interest is doubtful. Accrued, but uncollected, interest is generally reversed when loans are placed on nonaccrual status. Interest income is subsequently recognized only to the extent cash payments are received satisfying all delinquent principal and interest amounts, and the prospects for future payments in accordance with the loan agreement appear relatively certain. In accordance with GAAP, payments received on nonaccrual loans are applied to the principal balance and no interest income is recognized. Interest income may be recognized on impaired loans that are not on nonaccrual status.

The following tables display an analysis of the Company’s impaired loans at March 31, 2017, and December 31, 2016:

Impaired Loan Analysis

As of March 31, 2017


	Recorded Investment With No Specific Allowance Valuation		Recorded Investment With Specific Allowance Valuation		Total Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Related Specific Allowance Valuation
Real estate
Multi-family residential	$	—	$	—	$	—	$	—	$	—	$	—
Residential 1-4 family		153		298		451		472		646		1
Owner-occupied commercial		4,103		855		4,958		4,958		4,963		—
Nonowner-occupied commercial		2,091		—		2,091		2,153		2,100		—

Total real estate loans		6,347		1,153		7,500		7,583		7,709		1

Construction
Multi-family residential		—		—		—		—		—		—
Residential 1-4 family		—		—		—		—		—		—
Commercial real estate		—		—		—		—		—		—
Commercial bare land and acquisition & development		—		—		—		—		—		—
Residential bare land and acquisition & development		—		—		—		—		—		—

Total construction loans		—		—		—		—		—		—

Commercial and other		2,281		512		2,793		3,274		3,692		8

Consumer		—		—		—		—		—		—

Total impaired loans	$	8,628	$	1,665	$	10,293	$	10,857	$	11,401	$	9

Impaired Loan Analysis

As of December 31, 2016


	Recorded Investment With No Specific Allowance Valuation		Recorded Investment With Specific Allowance Valuation		Total Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Related Specific Allowance Valuation
Real estate
Multi-family residential	$	—	$	—	$	—	$	—	$	—	$	—
Residential 1-4 family		454		300		754		775		644		1
Owner-occupied commercial		4,106		865		4,971		4,971		1,804		2
Nonowner-occupied commercial		2,127		—		2,127		2,189		2,228		—

Total real estate loans		6,687		1,165		7,852		7,935		4,676		3

Construction
Multi-family residential		—		—		—		—		—		—
Residential 1-4 family		—		—		—		—		37		—
Commercial real estate		—		—		—		—		—		—
Commercial bare land and acquisition & development		—		—		—		—		—		—
Residential bare land and acquisition & development		320		—		320		320		1,556		—

Total construction loans		320		—		320		320		1,593		—

Commercial and other		2,255		2,141		4,396		4,767		3,518		733

Consumer		—		—		—		—		—		—

Total impaired loans	$	9,262	$	3,306	$	12,568	$	13,022	$	9,787	$	736

The impaired balances reported above are not adjusted for government guarantees of $916, and $2,001 at March 31, 2017 and December 31, 2016, respectively. The recorded investment in impaired loans, net of government guarantees, totaled $9,377 and $10,567 at March 31, 2017, and December 31, 2016, respectively.

Troubled Debt Restructurings

In the normal course of business, the Company may modify the terms of certain loans, attempting to protect as much of its investment as possible. Management evaluates the circumstances surrounding each modification to determine whether it is a troubled debt restructuring (“TDR”). TDRs exist when 1) the restructuring constitutes a concession, and 2) the debtor is experiencing financial difficulties.

The following table displays the Company’s TDRs by class at March 31, 2017 and December 31, 2016:


	Troubled Debt Restructurings as of
	March 31, 2017				December 31, 2016
	Number of Contracts		Post-Modification Outstanding Recorded Investment		Number of Contracts		Post-Modification Outstanding Recorded Investment
Real estate
Multifamily residential		—	$	—		—	$	—
Residential 1-4 family		4		501		4		754
Owner-occupied commercial		4		5,418		4		5,447
Non owner-occupied commercial		6		2,091		6		2,127

Total real estate loans		14		8,010		14		8,328

Construction
Multifamily residential		—		—		—		—
Residential 1-4 family		—		—		—		—
Commercial real estate		—		—		—		—
Commercial bare land and acquisition & development		—		—		—		—
Residential bare land and acquisition & development		—		—		—		—

Total construction loans		—		—		—		—

Commercial and other		15		2,352		16		2,901

Consumer		—		—		—		—

Total		29	$	10,362		30	$	11,229

The recorded investment in TDRs on nonaccrual status totaled $2,210, and $2,250 at March 31, 2017 and December 31, 2016, respectively. The Company’s policy is that loans placed on nonaccrual will typically remain on nonaccrual status until all principal and interest payments are brought current and the prospect for future payment in accordance with the loan agreement appears relatively certain. The Company’s policy generally refers to a minimum of six months of payment performance as sufficient to warrant a return to accrual status.

For the three months ended March 31, 2017, the Company restructured one loan into a TDR for which impairment was previously measured under the Company’s general loan loss allowance methodology.

The types of modifications offered can generally be described in the following categories:

•

Rate Modification - A modification in which the interest rate is modified.

•

Term Modification - A modification in which the maturity date, timing of payments, or frequency of payments is changed.

•

Interest-only Modification - A modification in which the loan is converted to interest-only payments for a period of time.

•

Combination Modification - Any other type of modification, including the use of multiple types of modifications.

Below is a table of the newly restructured loans identified in the three months ended March 31, 2017 and 2016.


	Troubled Debt Restructurings Identified During
	the three months ended March 31, 2017
	Rate Modification		Term Modification		Interest-only Modification		Combination Modification

Real estate
Multi-family residential	$	—	$	—	$	—	$	—
Residential 1-4 family		—		—		—		50
Owner-occupied commercial		—		—		—		—
Nonowner-occupied commercial		—		—		—		—

Total real estate loans		—		—		—		50

Construction
Multi-family residential		—		—		—		—
Residential 1-4 family		—		—		—		—
Commercial real estate		—		—		—		—
Commercial bare land and acquisition & development		—		—		—		—
Residential bare land and acquisition & development		—		—		—		—

Total construction loans		—		—		—		—

Commercial and other		—		—

Consumer		—		—

Total	$	—	$	—	$	—	$	50


	Troubled Debt Restructurings Identified During
	the three months ended March 31, 2016
	Rate Modification		Term Modification		Interest-only Modification		Combination Modification

Real estate
Multi-family residential	$	—	$	—	$	—	$	—
Residential 1-4 family		—		—		—		—
Owner-occupied commercial		—		—		—		—
Nonowner-occupied commercial		—		—		—		—

Total real estate loans		—		—		—		—

Construction
Multi-family residential		—		—		—		—
Residential 1-4 family		—		—		—		—
Commercial real estate		—		—		—		—
Commercial bare land and acquisition & development		—		—		—		—
Residential bare land and acquisition & development		—		—		—		1,838

Total construction loans		—		—		—		1,838

Commercial and other		—		—		397		701

Consumer		—		—		—		—

Total	$	—	$	—	$	397	$	2,539

Subsequent to a loan being classified as a TDR, a borrower may become unwilling or unable to abide by the terms of the modified agreement. In such cases of default, the Company takes appropriate action to recover principal and interest payments including the use of foreclosure proceedings. There were no TDRs that subsequently defaulted within the first twelve months of restructure during the periods ended March 31, 2017 and 2016.

At March 31, 2017 and December 31, 2016, the Company had no commitments to lend additional funds on loans restructured as TDRs.

NOTE 4 – DENTAL LOAN PORTFOLIO

Dental lending is not operated as a business segment, and dental loans are made in the normal course of commercial lending activities throughout the Company. However, to assist in understanding the concentrations and risks associated with the Company’s loan portfolio, the following Note has been included to provide additional information relating to the Company’s dental loan portfolio. At March 31, 2017 and December 31, 2016, loans to dental professionals totaled $382,867, and $377,478, respectively, and represented 20.00%, and 20.30% in principal amount of total outstanding loans, respectively. As of March 31, 2017 and December 31, 2016, dental loans were supported by government guarantees totaling $5,127 and $5,641, respectively. These guarantees represented 1.34%, and 1.49% in principal amount of the outstanding dental loan balances as of such respective dates. The Company defines a “dental loan” as a loan to dental professionals for the purpose of practice expansion, acquisition or other purpose supported by the cash flows of a dental practice.

Loan Classification

Major classifications of dental loans at March 31, 2017 and December 31, 2016, were as follows:


	March 31, 2017		December 31, 2016
Real estate secured loans:
Owner-occupied commercial	$	62,511	$	63,793
Other dental real estate loans		1,124		806

Total permanent real estate loans		63,635		64,599

Dental construction loans		5,937		4,109

Total real estate loans		69,572		68,708

Commercial loans		313,295		308,770

Gross loans	$	382,867	$	377,478

Market Area

The Bank’s principal “market area” is within the States of Oregon and Washington west of the Cascade Mountain Range. This area is serviced by branch locations in Eugene, Portland and the Puget Sound. The Company also makes national dental loans throughout the United States, and currently has dental loans in 46 states. National loan relationships are maintained and serviced by Bank personnel primarily located in Portland.

The following table summarizes the Company’s dental lending by borrower location:


	March 31, 2017		December 31, 2016
Local	$	150,572	$	150,268
National		232,295		227,210

Total	$	382,867	$	377,478

Allowance

The allowance for loan losses identified for the dental loan portfolio is established as an amount that management considers adequate to absorb possible losses on existing loans within the dental portfolio. The allowance related to the dental loan portfolio consists of general and specific components. The general component is based upon all dental loans collectively evaluated for impairment, including qualitative conditions associated with: loan type, out-of-market location, start-up financing, practice acquisition financing, and specialty practice financing. The specific component is based upon dental loans individually evaluated for impairment.


	Three months ended March 31,
	2017			2016
Balance, beginning of period	$	4,713		$	4,022
Reclassification		91			(150	)
Charge-offs		(641	)		—
Recoveries		8			12

Balance, end of period	$	4,171		$	3,884

Credit Quality

Please refer to Note 3 for additional information on the definitions of the credit quality indicators.

The following tables present the Company’s dental loan portfolio by market and credit grade at March 31, 2017 and December 31, 2016:

As of March 31, 2017


	Loan Grade
	Pass		Special Mention		Substandard		Doubtful		Totals
Local	$	149,161	$	—	$	1,411	$	—	$	150,572
National		230,708		—		1,587		—		232,295


Total	$	379,869	$	—	$	2,998	$	—	$	382,867


As of December 31, 2016

	Loan Grade
	Pass		Special Mention		Substandard		Doubtful		Totals
Local	$	148,805	$	—	$	1,463	$	—	$	150,268
National		224,493		—		1,056		1,661		227,210


Total	$	373,298	$	—	$	2,519	$	1,661	$	377,478

Past Due and Nonaccrual Loans

Please refer to Note 3 for additional information on the definitions of “past due.”

The following tables present an aged analysis of the dental loan portfolio by market, including nonaccrual loans, as of March 31, 2017 and December 31, 2016:

As of March 31, 2017


	30-59 Days Past Due Still Accruing		60-89 Days Past Due Still Accruing		Greater Than 90 Days Past Due Still Accruing		Nonaccrual		Total Past Due and Nonaccrual		Total Current		Total Loans Receivable
Local	$	585	$	—	$	—	$	393	$	978	$	149,594	$	150,572
National		—		—		—		591		591		231,704		232,295

Total	$	585	$	—	$	—	$	984	$	1,569	$	381,298	$	382,867


As of December 31, 2016

	30-59 Days Past Due Still Accruing		60-89 Days Past Due Still Accruing		Greater Than 90 Days Past Due Still Accruing		Nonaccrual		Total Past Due and Nonaccrual		Total Current		Total Loans Receivable
Local	$	—	$	—	$	—	$	407	$	407	$	149,861	$	150,268
National		263		366		—		1,660		2,289		224,921		227,210

Total	$	263	$	366	$	—	$	2,067	$	2,696	$	374,782	$	377,478

NOTE 5 – SECURITIES SOLD UNDER AGREEMENT TO REPURCHASE

The Company sells certain securities under agreements to repurchase with its customers. The agreements transacted with its customers are utilized as an overnight investment product. The amounts received under these agreements represent short-term borrowings and are reflected as a liability in the consolidated balance sheets. The securities underlying these agreements are included in investment securities in the consolidated balance sheets. The Company has no control over the market value of the securities, which fluctuates due to market conditions. However, the Company is obligated to promptly transfer additional securities if the market value of the securities falls below the repurchase agreement price. The Company manages this risk by maintaining an unpledged securities portfolio that it believes is sufficient to cover a decline in the market value of the securities sold under agreements to repurchase. All securities sold under agreements to repurchase had a daily maturity date. See Note 2 in the Notes to Consolidated Financial Statements included in this Form 10-Q for additional information regarding the securities sold under agreements to repurchase.

The following table presents information regarding securities sold under agreements to repurchase at March 31, 2017 and December 31, 2016:


	March 31,			December 31,
	2017			2016

Balance at end of period	$	2,812		$	1,966
Average balance outstanding for the period		1,831			702
Maximum amount outstanding at any month end during the period		2,812			2,017
Weighted average interest rate for the period		0.08	%		0.06	%
Weighted average interest rate at period end		0.08	%		0.08	%

NOTE 6 – FEDERAL FUNDS AND OVERNIGHT FUNDS PURCHASED

The Company had unsecured federal funds borrowing lines with various correspondent banks totaling $154,000 at March 31, 2017, and $154,000 at December 31, 2016. The terms of the lines are subject to change with interest payable at the then stated rate. At March 31, 2017 and December 31, 2016, there were no borrowings outstanding on these lines.

The Company also had a secured overnight borrowing line available from the Federal Reserve Bank that totaled $83,634 and $80,784 at March 31, 2017 and December 31, 2016, respectively. The Federal Reserve Bank borrowing line is secured through the pledging of $142,801 and $143,679 at March 31, 2017 and December 31, 2016, respectively, of commercial loans under the Company’s Borrower-In-Custody program. At March 31, 2017 and December 31, 2016, there were no outstanding borrowings on this line. The terms of the lines are subject to change with interest payable at the then stated rate.

NOTE 7 – FEDERAL HOME LOAN BANK BORROWINGS

The Company has a borrowing limit with the Federal Home Loan Bank of Des Moines (“FHLB”) equal to 35% of total assets, subject to the value of discounted collateral pledged and stock holdings.

At March 31, 2017, the maximum borrowing line was $909,057; however, the FHLB borrowing line was limited by the discounted value of collateral pledged. At March 31, 2017, the Company had pledged $893,924 in real estate loans to the FHLB that had a discounted collateral value of $651,132. There was $182,000 borrowed on this line at March 31, 2017.

At December 31, 2016, the maximum borrowing line was $889,503; however, the FHLB borrowing line was limited by the discounted value of collateral pledged. At December 31, 2016, the Company had pledged $867,596 in real estate loans to the FHLB that had a discounted collateral value of $632,202. There was $65,000 borrowed on this line at December 31, 2016.

Below is a summary of outstanding FHLB borrowings by maturity.


	Current Rates			March 31, 2017
Cash management advance		NA		$	177,000
2017		0	%		—
2018		1.55	%		3,000
2019		0	%		—
2020		0	%		—
2021		0	%		—
Thereafter		3.85	%		2,000

				$	182,000

NOTE 8 – BORROWED FUNDS

Subordinated Debentures

In June 2016, the Company issued $35,000 in aggregate principal amount of fixed-to-floating rate subordinated debentures (the “Notes”) in a public offering. The Notes are callable at par after five years, have a stated maturity of September 30, 2026 and bear interest at a fixed annual rate of 5.875% per year, from and including June 27, 2016, but excluding September 30, 2021. From and including September 30, 2021 to the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR plus 471.5 basis points.

The Notes are included in Tier 2 capital (with certain limitations applicable) under current regulatory guidelines and interpretations.

Junior Subordinated Debentures

In November 2005, the Company completed the private placement of $8,000 in aggregate liquidation amount of trust preferred securities (the “TPS”), through its subsidiary, Pacific Continental Capital Trust I. The interest rate on the TPS was 6.265% until January 2011, after which it was converted to a floating rate of three-month LIBOR plus 135 basis points. The TPS mature in 2035, but are callable by the Company at par any time after January 7, 2011. The Company issued $8,248 of junior subordinated debentures (the “Debentures”) to the trust in exchange for ownership of all of the common security of the trust and the proceeds of the preferred securities sold by the trust. In accordance with current accounting guidance, the trust is not consolidated in the Company’s financial statements, but rather the Debentures are shown as a liability. The interest rate on the Debentures was 6.265% until January 2011, after which it was converted to a floating rate of three-month LIBOR plus 135 basis points. The Debentures have the same prepayment provisions as the TPS.

On September 6, 2016, the Company completed the acquisition of Foundation Bancorp, Inc. At that time, the Company assumed ownership of Foundation Statutory Trust I, which had previously issued $6,000 in aggregate liquidation amount of trust preferred securities. The interest rate on these trust preferred securities is a floating rate of three-month LIBOR plus 173 basis points. The Company also acquired $6,148 of junior subordinated debentures (the “Foundation Debentures”) issued to the trust in exchange for ownership of all of the common security of the trust and the proceeds of the preferred securities sold by the trust. In accordance with current accounting guidance, the trust is not consolidated in the Company’s financial statements, but rather the Foundation Debentures are shown as a liability, and acquired at an acquisition date fair value of $3,013.

The Debentures and the Foundation Debentures are included in the Company’s Tier I capital (with certain limitations applicable) under current regulatory guidelines and interpretations.

NOTE 9 – SHARE-BASED COMPENSATION

The Company’s 2006 Stock Option and Equity Compensation Plan (the “2006 SOEC Plan”) authorizes the award of up to 1,550,000 shares in stock-based awards. The awards granted under this plan are service-based and are subject to vesting. The Compensation Committee of the Board of Directors may impose any terms or conditions on the vesting of an award that it determines to be appropriate. Awards granted generally vest over four years and have a maximum life of ten years. Awards may be granted at exercise prices of not less than 100.00% of the fair market value of the Company’s common stock at the grant date.

Pursuant to the 2006 SOEC Plan, incentive stock options (“ISOs”), nonqualified stock options, restricted stock, restricted stock units (“RSUs”), or stock appreciation rights (“SARs”) may be awarded to attract and retain the best available personnel to the Corporation and its subsidiary. SARs may be settled in common stock or cash as determined at the date of issuance. Liability-based awards (including all cash-settled SARs) have no impact on the number of shares available to be issued within the plan. Additionally, non-qualified option awards and restricted stock awards may be granted to directors under the terms of this plan.

The following table identifies the compensation expense recorded and tax benefits received by the Company on its share-based compensation plans for the three months ended March 31, 2017, and 2016:


	Three months ended March 31,
	2017				2016
	Compensation Expense		Tax Benefit		Compensation Expense		Tax Benefit
Equity-based awards:
Employee RSUs	$	397	$	151	$	384	$	146
Liability-based awards:
Employee cash SARs		150		57		—		—

	$	547	$	208	$	384	$	146

The following table identifies stock options, employee stock SARs, and employee cash SARs exercised during the three months ended March 31, 2017 and 2016:


	Three months ended
	March 31, 2017
	Number Exercised		Weighted Average Exercise Price		Intrinsic Value		Number of Shares Issued		Net Cash Payment to Employees
Stock options		80,531	$	16.49	$	619		85,900		NA
Employee stock SARs		38,707	$	16.55		350		8,126		NA
Employee cash SARs		27,341	$	16.53		NA		NA	$	143

		146,579			$	969		94,026	$	143


	Three months ended
	March 31, 2016
	Number Exercised		Weighted Average Exercise Price		Intrinsic Value		Number of Shares Issued		Net Cash Payment to Employees
Stock options		16,475	$	12.73	$	54		16,475		NA
Employee stock SARs		6,265	$	11.86		4		995		NA
Employee cash SARs		3,822	$	13.43		NA		NA	$	9

		26,562			$	58		17,470	$	9

At March 31, 2017, the Company had estimated unrecognized compensation expense of approximately $2,621 for unvested RSUs. This amount is based on a historical forfeiture rate of 13.00% for all RSUs granted to employees. The weighted-average period of time the unrecognized compensation expense will be recognized for the unvested RSUs was approximately 2.49 years as of March 31, 2017.

NOTE 10 – DERIVATIVE INSTRUMENTS

The Bank maintains two interest rate swaps with commercial banking customers tied to loans on the consolidated balance sheet. Those interest rate swaps are simultaneously hedged by offsetting the interest rate swaps that the Bank executes with a third party, such that the Bank minimizes its net interest rate risk exposure. As of March 31, 2017 and December 31, 2016, the Bank had non-hedge designated interest rate swaps with an aggregate notional amount of approximately $8,479 and $8,540, respectively, related to this program. The Bank does not require separately pledged collateral to secure its interest rate swaps with customers. However, it does make a practice of cross-collateralizing the interest rate swaps with collateral on the underlying loan. The Bank has minimum collateral posting thresholds with certain of its derivative counterparties, and has posted collateral totaling $250 consisting of cash held on deposit for the benefit of the counterparty against its obligations under these agreements as of March 31, 2017 and December 31, 2016.

The Bank entered into a swap with a third party to serve as a hedge to an equal amount of fixed rate loans. As of March 31, 2017 and December 31, 2016, the Bank had one swap designated a hedging instrument with a notional amount of $1,483 and $1,492 respectively, hedging a 10-year fixed rate note bearing interest at 5.71% and maturing August 2023. The notional amount does not represent direct credit exposure. Direct credit exposure is limited to the net difference between the calculated amount to be received and paid. As the Bank has designated the swap a fair value hedge, the underlying hedged loan is carried at fair value on the consolidated balance sheet and included in loans, net of deferred fees.

The following tables present quantitative information pertaining to the commercial loan related interest rate swaps as of March 31, 2017 and December 31, 2016:


	March 31, 2017						December 31, 2016
	Hedge- Designated			Not-Hedge- Designated			Hedge- Designated			Not-Hedge- Designated
Notional amount	$	1,483		$	8,479		$	1,492		$	8,540
Weighted average pay rate		5.71	%		4.85	%		5.71	%		4.85	%
Weighted average receive rate		3.91	%		3.86	%		3.54	%		3.63	%
Weighted average maturity in years		6.40			5.20			6.65			5.45

The following table presents the fair values of derivative instruments and their locations in the consolidated balance sheets as of March 31, 2017 and December 31, 2016:


			Asset Derivatives				Liability Derivatives
Derivative	Balance sheet location		March 31, 2017		December 31, 2016		March 31, 2017		December 31, 2016
Cash flow hedge—trust preferred		Other assets or other payables	$	—	$	91	$	—	$	—
Interest rate swap designated as hedging instrument		Other assets or other payables		38		45		58		67
Interest rate swap not designated as hedging instrument		Other assets or other payables		30		14		30		14

			$	68	$	150	$	88	$	81

The following table presents the income statement impact of the derivative instruments for the three months ended March 31, 2017 and 2016:


		Three months ended
	Income statement	March 31,
Derivative	location	2017		2016
Interest rate swap designated as hedging instrument	Other noninterest income	$	2	$	5

		$	2	$	5

NOTE 11 – FAIR VALUE

The following disclosures about fair value of financial instruments are made in accordance with provisions of ASC 825 “Financial Instruments.” The use of different assumptions and estimation methods could have a significant effect on fair value amounts. Accordingly, the estimates of fair value herein are not necessarily indicative of the amounts that might be realized in a current market exchange.

The following table presents the estimated fair values of the financial instruments at March 31, 2017 and December 31, 2016:


	March 31, 2017				December 31, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash and cash equivalents	$	64,101	$	64,101	$	67,113	$	67,113
Securities available-for-sale		472,166		472,166		470,996		470,996
Loans, net of deferred fees		1,912,608		1,886,083		1,857,767		1,837,673
Accrued interest receivable		6,647		6,647		7,017		7,017
Federal Home Loan Bank stock		10,324		10,324		5,423		5,423
Bank-owned life insurance		35,388		35,388		35,165		35,165
Interest rate swaps		68		68		150		150

Financial liabilities:
Deposits	$	2,080,266	$	2,079,260	$	2,148,103	$	2,147,056
Federal Home Loan Bank borrowings		182,000		182,021		65,000		65,043
Subordinated debenture		34,120		34,120		34,096		32,140
Junior subordinated debentures		11,350		7,239		11,311		6,972
Accrued interest payable		695		695		176		176
Interest rate swaps		88		88		81		81

Cash and cash equivalents – The carrying amount approximates fair value.

Securities available-for-sale – Fair value is based on quoted market prices. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

Loans – For variable rate loans that reprice frequently and have no significant change in credit risk, fair value is based on carrying values. Fair value of fixed rate loans is estimated by discounting the future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable, and consider credit risk. The Company uses an independent third-party to establish the fair value of loans.

Federal Home Loan Bank stock – The carrying amount represents the fair value and value at which FHLB of Des Moines would redeem the stock.

Interest receivable and payable – The carrying amounts of accrued interest receivable and payable approximate their fair value.

Bank-owned life insurance – The carrying amount is based on cash surrender value which approximates fair value.

Interest rate swaps – Fair value is based on quoted market prices.

Deposits – Fair value of demand, interest bearing demand and savings deposits is the amount payable on demand at the reporting date. Fair value of time deposits is estimated using the interest rates currently offered for deposits of similar remaining maturities. The Company uses an independent third-party to establish the fair value of time deposits.

Federal Home Loan Bank borrowings – Fair value of FHLB borrowings is estimated by discounting future cash flows at rates currently available for debt with similar terms and remaining maturities.

Subordinated debentures – Fair value of subordinated debentures is estimated by discounting future cash flows at rates currently available for debt with similar credit risk, terms and remaining maturities.

Junior subordinated debentures – Fair value of junior subordinated debentures is estimated by discounting future cash flows at rates currently available for debt with similar credit risk, terms and remaining maturities.

Off-balance sheet financial instruments – The carrying amount and fair value are based on fees charged for similar commitments and are not material.

The Company also adheres to the FASB guidance with regards to ASC 820, “Fair Value Measures.” This guidance defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The statement requires fair value measurement disclosure of all assets and liabilities that are carried at fair value on either a recurring or nonrecurring basis. The Company determines fair value based upon quoted prices when available or through the use of alternative approaches, such as matrix or model pricing, when market quotes are not readily accessible or available. The valuation techniques used are based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

•

Level 1 – Quoted prices for identical instruments in active markets.

•

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active or model-derived valuations whose inputs are observable or whose significant value drivers are observable.

•

Level 3 – Unobservable inputs are used to measure fair value to the extent that observable inputs are not available. The Company’s own data used to develop unobservable inputs is adjusted for market consideration when reasonably available.

Financial instruments, measured at fair value, are broken down in the tables below by recurring or nonrecurring measurement status. Recurring assets are initially measured at fair value and are required to be remeasured at fair value in the financial statements at each reporting date. Assets measured on a nonrecurring basis are assets that, due to an event or circumstance, were required to be remeasured at fair value after initial recognition in the financial statements at some time during the reporting period.

The following table presents information about the level in the fair value hierarchy for the Company’s assets and liabilities not measured and carried at fair value as of March 31, 2017 and December 31, 2016:


	Carrying Amount		Fair Value at March 31, 2017
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	64,101	$	64,101	$	—	$	—
Loans, net of deferred fees		1,912,608		—		—		1,886,083
Accrued interest receivable		6,647		6,647		—		—
Federal Home Loan Bank stock		10,324		10,324		—		—

Financial liabilities:
Deposits	$	2,080,266	$	1,902,746	$	177,520	$	—
Federal Home Loan Bank borrowings		182,000		—		182,021		—
Subordinated debentures		34,120		—		34,120		—
Junior subordinated debentures		11,350		—		7,239		—
Accrued interest payable		695		695		—		—

	Carrying Amount		Fair Value at December 31, 2016
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	67,113	$	67,113	$	—	$	—
Loans		1,857,767		—		—		1,837,673
Accrued interest receivable		7,017		7,017		—		—
Federal Home Loan Bank stock		5,423		5,423		—		—
Bank-owned life insurance		35,165		35,165		—		—

Financial liabilities:
Deposits	$	2,148,103	$	1,969,220	$	177,836	$	—
Federal Home Loan Bank borrowings		65,000		—		65,043		—
Subordinated debentures		34,096		—		32,140		—
Junior subordinated debentures		11,311		—		6,972		—
Accrued interest payable		176		176		—		—

The tables below show assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016:


	Carrying Value		Fair Value at March 31, 2017
	Carrying Value		Level 1		Level 2		Level 3

Financial Assets
Available-for-sale securities
Obligations of U.S. government agencies	$	25,632	$	—	$	25,632	$	—
Obligations of states and political subdivisions		111,199		—		111,199		—
Agency mortgage-backed securities		292,444		—		292,444		—
Private-label mortgage-backed securities		1,787		—		472		1,315
SBA variable rate pools		41,104		—		41,104		—
Interest rate swaps		68		68		—		—

Total assets measured on a recurring basis	$	472,234	$	68	$	470,851	$	1,315

Financial Liabilities

Interest rate swap liabilities measured on a recurring basis	$	88	$	88	$	—	$	—


	Carrying Value		Fair Value at December 31, 2016
	Carrying Value		Level 1		Level 2		Level 3

Available-for-sale securities
Obligations of U.S. government agencies	$	25,620	$	—	$	25,620	$	—
Obligations of states and political subdivisions		110,739		—		110,739		—
Agency mortgage-backed securities		290,036		—		290,036		—
Private-label mortgage-backed securities		1,937		—		569		1,368
SBA variable rate pools		42,664		—		42,664		—
Interest rate swaps		150		150		—		—

Total assets measured on a recurring basis	$	471,146	$	150	$	469,628	$	1,368

Financial Liabilities

Interest rate swap liabilities measured on a recurring basis	$	81	$	81	$	—	$	—

No transfers to or from Levels 1 and 2 occurred on assets and liabilities measured at fair value on a recurring basis during the three months ended March 31, 2017 or during the year ended December 31, 2016.

The following is a description of the inputs and valuation methodologies used for assets and liabilities recorded at fair value on a recurring basis. Fair value for all classes of available-for-sale securities and derivative instruments are estimated by obtaining quoted market prices for identical assets, where available. If such prices are not available, fair value is based on independent asset pricing services and models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, prepayments, defaults, cumulative loss projections and cash flows. There have been no significant changes in the valuation techniques during the periods reported.

The following table provides a reconciliation of private-label mortgage-backed securities measured at fair value on a recurring basis using unobservable inputs (Level 3) for the three months ended March 31, 2017 and 2016:


	Three months ended March 31,
	2017			2016
Beginning balance	$	1,368		$	1,586
Transfers into level 3		—			—
Transfers out of Level 3		—			—
Total gains or losses
Included in earnings		(1	)		—
Included in other comprehensive income		26			13
Paydowns		(78	)		(78	)
Purchases, issuances, sales and settlements
Purchases		—			—
Issuances		—			—
Sales		—			—
Settlements		—			—

Ending balance	$	1,315		$	1,521

Fair value for all classes of available-for-sale securities is estimated by obtaining quoted market prices for identical assets, where available. If such prices are not available, fair value is based on quoted prices for similar instruments or model-derived valuations whose inputs are observable or whose significant value drivers are observable. In instances where quoted prices for identical or similar instruments and observable inputs are not available, unobservable inputs, including the Company’s own data, are used.

The Company utilizes FTN Financial as an independent third-party asset pricing service to estimate fair value on all of its available-for-sale securities. The inputs used to value all securities include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research, market indicators, and industry and economic trends. Additional inputs specific to each asset type are as follows:

•

Obligations of U.S. government agencies – TRACE reported trades.

•

Obligations of states and political subdivisions – MSRB reported trades, material event notices, and Municipal Market Data (MMD) benchmark yields.

•

Private-label mortgage-backed securities – new issue data, monthly payment information, and collateral performance (whole loan collateral).

•

Mortgage-backed securities – TBA prices and monthly payment information.

•

SBA variable pools – TBA prices and monthly payment information.

Inputs may be prioritized differently on any given day for any security and not all inputs listed are available for use in the evaluation process on any given day for each security evaluation.

The valuation methodology used by asset type includes:

•

Obligations of U.S. government agencies – security characteristics, defined sector break-down, benchmark yields, applied base spread, yield to maturity (bullet structures), corporate action adjustment, and evaluations based on T+3 settlement.

•

Obligations of states and political subdivisions – security characteristics, benchmark yields, applied base spread, yield to worst or market convention, ratings updates, prepayment schedules (housing bonds), material event notice adjustments, and evaluations based on T+3 settlement.

•

Private-label mortgage-backed securities – security characteristics, prepayment speeds, cash flows, TBA, Treasury and swap curves, IO/PO strips or floating indexes, applied base spread, spread adjustments, yield to worst or market convention, ratings updates (whole-loan collateral), and evaluations based on T+0 settlement.

•

Mortgage-backed securities – security characteristics, TBA, Treasury, or floating index benchmarks, spread to TBA levels, prepayment speeds, applied spreads, and evaluations based on T+0 settlement.

•

SBA pools – security characteristics, TBA, Treasury, or floating index benchmarks, spread to TBA levels, prepayment speeds, applied spreads, and evaluations based on T+0 settlement.

The third-party pricing service follows multiple review processes to assess the available market, credit and deal-level information to support its valuation estimates. If sufficient objectively verifiable information is not available to support a security’s valuation, an alternate independent evaluation source will be used.

The Company’s securities portfolio was valued through its independent third-party pricing service using evaluated pricing models and quoted prices based on market data. For further assurance, the Company’s estimate of fair value was compared to an additional independent third-party estimate at June 30, 2016, and the Company obtained key inputs for a sample of securities across sectors and evaluated those inputs for reasonableness. This analysis was performed at the individual security level and no material variances were noted.

There have been no significant changes in the valuation techniques during the periods reported.

The tables below show assets measured at fair value on a nonrecurring basis as of March 31, 2017 and December 31, 2016:


	Carrying Value		Fair Value
March 31, 2017	Carrying Value		Level 1		Level 2		Level 3

Loans measured for impairment (net of government guarantees and specific reserve)	$	486	$	—	$	—	$	486

	Carrying Value		Fair Value
December 31, 2016	Carrying Value		Level 1		Level 2		Level 3

Other real estate owned	$	10,936	$	—	$	—	$	10,936

The following is a description of the inputs and valuation methodologies used for assets recorded at fair value on a nonrecurring basis.

Loans measured for impairment (net of government guarantees and specific reserves) include the estimated fair value of collateral-dependent loans, less collectible government guarantees, as well as certain noncollateral-dependent loans measured for impairment with an allocated specific reserve. When a collateral-dependent loan is identified as impaired, the value of the loan is measured using the current fair value of the collateral less selling costs. The fair value of collateral is generally estimated by obtaining external appraisals which are usually updated every 6 to 12 months based on the nature of the impaired loans. Certain noncollateral-dependent loans measured for impairment with an allocated specific reserve are valued based upon the estimated net realizable value of the loan. If the estimated fair value of the impaired loan, less collectible government guarantees, is less than the recorded investment in the loan, impairment is recognized as a charge-off through the allowance for loan losses. The carrying value of the loan is adjusted to the estimated fair value. The carrying value of loans fully charged off is zero.

Other real estate owned represents real estate which the Company has taken control of in partial or full satisfaction of loans. At the time of foreclosure, other real estate owned is recorded at the lower of the carrying amount of the loan or fair value less costs to sell, which becomes the property’s new basis. Any write downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, management periodically orders appraisals or performs valuations to ensure that the real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell. Appraisals are generally updated every 6 to 12 months on other real estate owned. Fair value adjustments on other real estate owned are recognized within net loss on real estate owned. The loss represents impairments on other real estate owned for fair value adjustments based on the fair value of the real estate.

There have been no significant changes in the valuation techniques during the periods reported.

NOTE 12 – REGULATORY MATTERS

The Company and the Bank are subject to the regulations of certain federal and state agencies and receive periodic examinations by those regulatory authorities. In addition, they are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet 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 consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company and the Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of Total capital, Tier 1 capital, common equity Tier 1 to risk-weighted assets and Tier 1 capital to leverage assets. Management believes that, as of March 31, 2017, the Company and the Bank met all capital adequacy requirements to which they were subject.

As of March 31, 2017, and according to Federal Reserve and FDIC guidelines, the Bank was considered to be well-capitalized. To be categorized as well-capitalized, the Bank must maintain minimum Total capital, Tier 1 capital, common equity Tier 1 to risk-weighted assets and Tier 1 capital to leverage assets ratios as set forth in the following table.


	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio

As of March 31, 2017:
Total capital (to risk weighted assets)
Bank:	$	274,050		12.30	%	$	178,316		8.00	%	$	222,895		10.00	%
Company:	$	282,477		12.67	%		NA					NA
Tier 1 capital (to risk weighted assets)
Bank:	$	250,990		11.26	%	$	133,737		6.00	%	$	178,316		8.00	%
Company:	$	225,297		10.11	%		NA					NA
Common Equity Tier 1 (to risk weighted assets)
Bank:	$	250,990		11.26	%	$	100,303		4.50	%	$	144,882		6.50	%
Company:	$	212,061		9.51	%		NA					NA
Tier 1 capital (to leverage assets)
Bank:	$	250,990		10.01	%	$	100,266		4.00	%	$	111,448		5.00	%
Company:	$	225,297		8.99	%		NA					NA

As of December 31, 2016:
Total capital (to risk weighted assets)
Bank:	$	267,416		12.19	%	$	175,555		8.00	%	$	219,444		10.00	%
Company:	$	278,444		12.69	%		NA					NA
Tier 1 capital (to risk weighted assets)
Bank:	$	244,414		11.14	%	$	131,666		6.00	%	$	175,555		8.00	%
Company:	$	221,346		10.08	%		NA					NA
Common Equity Tier 1 (to risk weighted assets)
Bank:	$	244,414		11.14	%	$	98,750		4.50	%	$	142,638		6.50	%
Company:	$	208,873		9.52	%		NA					NA
Tier 1 capital (to leverage assets)
Bank:	$	244,414		9.96	%	$	98,181		4.00	%	$	122,726		5.00	%
Company:	$	221,346		9.01	%		NA					NA

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

The following discussion is intended to provide a more comprehensive review of the Company’s operating results and financial condition than can be obtained from reading the Consolidated Financial Statements alone. The discussion should be read in conjunction with the consolidated financial statements and the notes included in this report. Please refer also to our Consolidated Financial Statements and Notes to the Consolidated Financial Statements included in the Company’s 2016 Form 10-K. All dollar amounts, except share and per share data, are expressed in thousands of dollars.

In addition to historical information, this report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding projected results, the expected interest rate environment and its impact on our business, loan yields and expected prepayments, the adequacy of the allowance for loan losses, net interest margin, expectations regarding nonperforming assets, loan growth, earning asset mix, expected cash flows from the securities portfolio and merger related expense, expectations regarding the Company’s securities portfolio, the structure and volatility of the securities portfolio and the purchase and sale of securities, their value and yields, growth in core deposits and cost, capital levels, liquidity and dividends, expectations regarding certain large depositor relationships and the expected loss of certain large temporary deposits, the outcome of legal proceedings, loan rates and expectations regarding the impact and compression of the net interest margin, the impact of recent accounting pronouncements, management’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations in the forward-looking statements, including those set forth in this report, and our other reports filed with the SEC:

•

Local and national economic conditions 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.

•

The local housing or real estate market could decline.

•

The risks presented by an economic recession, which could adversely affect credit quality, collateral values, including real estate collateral, investment values, liquidity and loan originations, and loan portfolio delinquency rates.

•

Our concentration in loans to dental professionals exposes us to the risks affecting dental practices in general.

•

Interest rate changes could significantly reduce net interest income and negatively affect funding sources.

•

Projected business increases following any future or pending strategic expansion or opening of new branches could be lower than expected.

•

Competition among financial institutions could increase significantly.

•

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 deteriorate, which could adversely affect our ability to access markets for funding and to acquire and retain customers.

•

The efficiencies we may expect to receive from any investments in personnel, acquisitions, and infrastructure may not be realized.

•

The level of nonperforming assets and charge-offs or changes in the estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements may increase.

•

Changes in laws and regulations (including laws and regulations concerning taxes, banking, securities, executive compensation, and insurance) could have a material adverse effect on our business, financial condition and results of operations.

•

Acts of war or terrorism, or natural disasters, may adversely impact our business.

•

The timely development and acceptance of new banking products and services and perceived overall value of these products and services by users may adversely impact our ability to increase market share and control expenses.

•

Changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters, may impact the results of our operations.

•

The costs and effects of legal, regulatory and compliance developments, including the resolution of legal proceedings or regulatory or other governmental inquiries and the results of regulatory examinations or reviews, may adversely impact our ability to increase market share and control expenses, or may result in substantial uninsured liabilities, which could adversely affect our business, prospects, results of operations and financial condition.

•

The pending acquisition of the Company by Columbia Banking Systems, Inc. may not achieve the anticipated benefits and cost savings, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected, and regulatory approvals may not be received, make take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

•

Our success at managing the risks involved in the foregoing items will have a significant impact on our results of operations and future prospects.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Part I, Item 1A “Risk Factors” in the Company’s 2016 Form 10-K and Part II, Item 1A, “Risk Factors” in this report and elsewhere in this report or in our other reports with the SEC, and include risks and uncertainties described or referred to in Part I, Item 1 “Business” under the captions “Competition” and “Supervision and Regulation” in the Company’s 2016 Form 10-K and Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report. Please take into account that forward-looking statements speak only as of the date of this report. The Company does not undertake any obligation to publicly correct or update any forward-looking statement whether as a result of new information, future events or otherwise.

SUMMARY OF CRITICAL ACCOUNTING POLICIES

We follow accounting standards set by the Financial Accounting Standards Board, commonly referred to as the “FASB.” The FASB sets generally accepted accounting principles (“GAAP”) that we follow to ensure we consistently report our financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in this report are to the “FASB Accounting Standards Codification,” sometimes referred to as the “Codification” or “ASC.”

The SEC defines “critical accounting policies” as those that require the application of management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in future periods. Significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements in the Company’s 2016 Form 10-K. Management believes that the following policies and those disclosed in the Notes to Consolidated Financial Statements in the Company’s 2016 Form 10-K should be considered critical under the SEC definition:

Nonaccrual Loans

Accrual of interest is discontinued on contractually delinquent loans when management believes that, after considering economic and business conditions and collection efforts, the borrower’s financial condition is such that collection of principal or interest is doubtful. At a minimum, loans that are past due as to maturity or payment of principal or interest by 90 days or more are placed on nonaccrual status, unless such loans are well-secured and in the process of collection. Interest income is subsequently recognized only to the extent cash payments are received satisfying all delinquent principal and interest amounts, and the prospects for future payments in accordance with the loan agreement appear relatively certain. In accordance with GAAP, payments received on nonaccrual loans are applied to the principal balance and no interest income is recognized.

Allowance for Loan Losses and Reserve for Unfunded Commitments

The allowance for loan losses on outstanding loans is classified as a contra-asset account offsetting outstanding loans, and the allowance for unfunded commitments is classified as an “other” liability on the balance sheet. The allowance for loan losses is established through a provision for loan losses charged against earnings. The balances of the allowance for loan losses for outstanding loans and unfunded commitments are maintained at an amount management believes will be adequate to absorb known and inherent losses in the loan portfolio and commitments to loan funds. The appropriate balance of the allowance for loan losses is determined by applying loss factors to the credit exposure from outstanding loans and unfunded loan commitments. Estimated loss factors are based on subjective measurements including management’s assessment of the internal risk classifications, changes in the nature of the loan portfolios, industry concentrations, and the impact of current local, regional, and national economic factors on the quality of the loan portfolio. Changes in these estimates and assumptions are reasonably possible and may have a material impact on the Company’s consolidated financial statements, results of operations or liquidity.

Troubled Debt Restructurings

Goodwill and Intangible Assets

At March 31, 2017, the Company had $70,115 in goodwill and other intangible assets. In accordance with financial accounting standards, assets with indefinite lives are periodically tested for impairment. Management performs an impairment analysis of its goodwill and intangible assets with indefinite lives at least annually and has determined that there was no impairment as of December 31, 2016, the date the most recent analysis was performed.

Share-based Compensation

In accordance with FASB ASC 718, “Stock Compensation,” we recognize expense in the income statement for the grant-date fair value of stock options and other equity-based forms of compensation issued to employees over the employees’ requisite service period (generally the vesting period). The requisite service period may be subject to performance conditions. The fair value of each grant is estimated as of the grant date using the Black-Scholes option-pricing model. Management assumptions utilized at the time of grant impact the fair value of the option calculated under the Black-Scholes methodology, and ultimately, the expense that will be recognized over the expected service period. Additional information is included in Note 9 of the Notes to Consolidated Financial Statements in Item 1 of Part I of this report.

Fair Value Measurements

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820, “Fair Value Measurements,” establishes a three-level hierarchy for disclosure of assets and liabilities recorded at fair value. The classification of assets and liabilities within the hierarchy is based on whether the inputs to the valuation methodology used for measurement are observable or unobservable. Observable inputs reflect market-derived or market-based information obtained from independent sources, while unobservable inputs reflect our estimates about market data. In general, fair values determined by Level 1 inputs utilize quoted prices for identical assets or liabilities traded in active markets 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. Additional information regarding the Company’s fair value measurements can be found in Note 11 of the Notes to Consolidated Financial Statements in Item 1 of Part I of this report.

Recent Accounting Pronouncements

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on simplifying the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities by reducing the number of consolidation models from four to two, among other changes. The ASU was effective for periods beginning after December 15, 2015. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. ASU No. 2015-03 was effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. ASU No. 2015-03 should be applied on a retrospective basis. The adoption of ASU No. 2015-03 did not have a material impact on the Company’s consolidated financial statements.

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this Update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this Update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The new standard is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The adoption of ASU 2015-16 did not have a material impact on the Company’s consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance is intended to improve the recognition and measurement of financial instruments. This ASU requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. In addition, the amendment requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements. This ASU also eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The amendment also requires a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU No. 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for certain provisions. The adoption of ASU No. 2016-01 is not expected to have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The FASB issued this Update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. All leases create an asset and a liability for the lessee in accordance with FASB Concepts Statement No. 6, Elements of Financial Statements, and, therefore, recognition of those lease assets and lease liabilities represents an improvement over previous GAAP, which did not require lease assets and lease liabilities to be recognized for most leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU on the Company’s consolidated financial statements; however, the Company estimates a new lease asset and related lease liability to be small due to the minimal lease locations currently occupied by the Bank.

In March 2016, the FASB issued ASU No. 2016-05, Derivatives and Hedging (Topic 815); Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships. The amendments in this Update clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815 does not, in and of itself, require designation of that hedging relationship provided that all other hedge accounting criteria (including those in paragraphs 815-20-35-14 through 35-18) continue to be met. ASU 2016-05 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of ASU 2015-16 did not have a material impact on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815); Contingent Put and Call Options in Debt Instruments. The amendments in this Update clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments in this Update is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. The amendments in this Update clarify what steps are required when assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to the economic characteristics and risks of their debt hosts, which is one of the criteria for bifurcating an embedded derivative. Consequently, when a call (put) option is contingently exercisable, an entity does not have to assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks. The amendments are an improvement to GAAP because they eliminate diversity in practice in assessing embedded contingent call (put) options in debt instruments. ASU 2016-06 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of ASU 2015-16 did not have a material impact on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU No 2016-07, Investments – Equity Method and Joint Ventures (Topic 323); Simplifying the Transition to the Equity Method of Accounting. The amendments in this Update eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments in this Update require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. ASU 2016-07 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of ASU 2015-16 did not have a material impact on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606); Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net). The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this Update do not change the core principle of the guidance. The amendments clarify the implementation guidance on principal versus agent considerations. When another party is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or service itself (that is, the entity is a principal) or to arrange for that good or service to be provided by the other party (that is, the entity is an agent). When (or as) an entity that is a principal satisfies a performance obligation, the entity recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the specified good or service transferred to the customer. When (or as) an entity that is an agent satisfies a performance obligation, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified good or service to be provided by the other party. ASU 2016-08 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU but does not expect the ASU to have a material impact on the Company’s consolidated financial statements; however, it is not expected to have a material impact.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718); Improvements to Employee Share-based Payment Accounting. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the specific changes associated with the Update include all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) being recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. An entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of ASU 2016-09 did not have a material impact on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The core principle of the guidance in this Update is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. ASU 2016-10 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not expect the ASU to have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU on the Company’s consolidated financial statements and implementation could have the potential to materially affect the provision for loan losses in the consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payment. The main purpose of this Update is to address the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. This Update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU on the Company’s consolidated financial statements, but anticipates that the Update will not have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments-Equity Method and Joint Ventures (Topic 323). This ASU amends the codification of SEC staff announcements made at recent Emerging Issues Task Force (EITF) meetings. The SEC guidance that specifically relates to our consolidated financial statements was from the September 2016 meeting, where the SEC staff expressed their expectations about the extent of disclosures registrants should make about the effects of the new FASB guidance as well as any amendments issued prior to adoption, on revenue (ASU 2014-09), leases (ASU 2016-02) and credit losses on financial instruments (ASU 2016-13) in accordance with SAB topic 11.M. Registrants are required to disclose the effect that recently issued accounting standards will have on their financial statements when adopted in the future period. In cases where a registrant cannot reasonably estimate the impact of the adoption, then additional qualitative disclosures should be considered. The ASU incorporates these SEC staff views into ASC 250 and adds reference to that guidance in the transition paragraphs of each of the three new standards. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements.

Financial Highlights


	For the three months ended
	March 31,
	2017			2016			$ Change
Net interest income	$	24,180		$	18,809		$	5,371
Noninteret income		2,151			1,807			344

Operating revenue ⁽¹⁾		26,331			20,616			5,715
Provision for loan losses		900			245			655
Noninterest expense		15,464			12,007			3,457
Provision for income taxes		3,417			2,905			512

Net income	$	6,550		$	5,459		$	1,091


Earnings per share
Basic	$	0.29		$	0.28		$	0.01
Diluted	$	0.29		$	0.28		$	0.01

Assets, period-end	$	2,597,305		$	1,965,705		$	631,600
Gross loans, period-end	$	1,914,648		$	1,431,303		$	483,345
Core deposits, period end ⁽²⁾	$	1,967,266		$	1,633,941		$	333,325
Deposits, period-end	$	2,080,266		$	1,696,588		$	383,678

Return on average assets ⁽³⁾		1.03	%		1.12	%
Return on average equity ⁽³⁾		9.63	%		9.92	%
Return on average tangible equity ^(3) (4)		12.93	%		12.35	%

⁽¹⁾	Operating revenue is defined as net interest income plus noninterest income.

⁽²⁾	Defined by the Company as demand, interest checking, money market, savings, and local nonpublic time deposits, including local nonpublic time deposits in excess of $250.

⁽³⁾	Amounts annualized.

⁽⁴⁾	Tangible equity excludes goodwill and core deposit intangibles related to acquisitions, see “Reconciliation of Non-GAAP Financial Information” below.

During the first quarter 2017, the Company earned $6,550, or $0.29 per diluted share, compared to $5,459, or $0.28 per diluted share, in first quarter 2016. The increase in net income is attributable to an increase in operating revenues, primarily net interest income, which was partially offset by an increase in the provision for loan losses and higher noninterest expense. First quarter 2017 results included the impact of acquisition expenses for Columbia Banking System, Inc.’s pending acquisition of the Company, which is expected to close during mid-year 2017. In third quarter 2016, the Company acquired Foundation Bancorp, Inc. of Bellevue, Washington, and that, combined with organic loan growth, were the primary drivers of increased operating revenues and noninterest expense in first quarter 2017 when compared to first quarter 2016. The increase in the provision for loan losses in first quarter 2017 over first quarter 2016 was primarily due to growth in outstanding loans as credit quality remained strong during the period.

During first quarter 2017, the Company continued to experience organic growth in outstanding loans. Outstanding gross loans at March 31, 2017, were $1,914,648, up $54,861 over December 31, 2016, outstanding loans. Annualized first quarter loan growth was 11.96% and represented an expansion in core lending segments, including real estate loans and commercial loans. Outstanding core deposits at March 31, 2017, were $1,967,266, which represented a decrease of $67,801, over core deposits at December 31, 2016. The reduction was partially due to a decrease in our large depositor totals, and partially due to the normal seasonal deposit fluctuations, which stay typically result in a flat or declining first half of the year, with growth in deposits typically being experienced in the second half of the year.

Reconciliation of Non-GAAP financial information

Management utilizes certain non-GAAP financial measures to monitor the Company’s performance. While we believe the presentation of non-GAAP financial measures provides additional insight into our operating performance, readers of this report are urged to review the GAAP results as presented in the Financial Statements in Item 1 of Part I of this report.

The Company presents a computation of tangible equity along with tangible book value and return on average tangible equity. The Company defines tangible equity as total shareholders’ equity before goodwill and core deposit intangible assets. Tangible book value is calculated as tangible equity divided by total shares outstanding. Return on average tangible equity is calculated as net income divided by average tangible equity. We believe that tangible equity and certain tangible equity ratios are meaningful measures of capital adequacy which may be used when making period-to-period and company-to-company comparisons. Tangible equity and tangible equity ratios are considered to be non-GAAP financial measures and should be viewed in conjunction with total shareholders’ equity, book value and return on average equity. The following table presents a reconciliation of total shareholders’ equity to tangible equity.


	March 31,			December 31,			March 31,
	2017			2016			2016
Total shareholders’ equity	$	279,167		$	273,755		$	224,879
Subtract:
Goodwill		(61,401	)		(61,401	)		(40,027	)
Core deposit intangible assets		(8,714	)		(8,981	)		(3,781	)

Tangible shareholders’ equity (non-GAAP)	$	209,052		$	203,373		$	181,071


Book value per share	$	12.32		$	12.11		$	11.46
Tangible book value per share (non-GAAP)	$	9.22		$	8.99		$	9.23

Year-to-date return on average equity		9.63	%		8.23	%		9.92	%
Year-to-date return on average tangible equity (non-GAAP)		12.93	%		10.50	%		12.35	%

Reconciliation of Adjusted Net Interest Income to Net Interest Income


	Three months ended
	March 31,			March 31,
	2017			2016
Tax equivalent net interest income⁽¹⁾	$	24,862		$	19,324
Subtract
Century Bank accretion		—			38
Capital Pacific Bank accretion		152			371
Foundation Bank accretion		1,123			—
Prepayment penalties on loans		39			84
Prepayment penalties on brokered deposits		—			(61	)

Total adjustments		1,314			432

Adjusted net interest income (non-GAAP)	$	23,548		$	18,892


Average earnings assets	$	2,382,824		$	1,820,554

Net interest margin		4.23	%		4.27	%
Core net interest margin (non-GAAP)		4.01	%		4.17	%

⁽¹⁾	Tax-exempt income has been adjusted to a tax-equivalent basis at a 35% tax rate. The amount of such adjustment was an addition to recorded income of $682 and $515 for the three months ended March 31, 2017, and March 31, 2016, respectively.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although we believe these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP.

RESULTS OF OPERATIONS

Net Interest Income

Net interest income is the primary source of the Company’s revenue. Net interest income is the difference between interest income derived from earning assets, principally loans, and interest expense associated with interest-bearing liabilities, principally deposits. The volume and mix of earning assets and funding sources, market rates of interest, demand for loans, and the availability of deposits affect net interest income.

Net interest margin as a percentage of average earning assets for first quarter 2017 was 4.23%, a decrease of 4 basis points from the first quarter 2016. The decrease in the net interest margin was primarily due to an increase in the costs of interest bearing liabilities, which increased to 0.60% in first quarter 2017, compared to 0.41% in first quarter 2016. The increase was primarily due to the interest on the subordinated debenture note, which the Bank entered into in June 2016, and the increased costs of the junior subordinated debentures, including the junior subordinated debentures acquired in the Foundation Bancorp, Inc. acquisition, which closed in September 2016. See “Subordinated Debentures” and “Junior Subordinated Debentures” for additional information. The increase in debenture costs was partially offset by a reduction of FHLB borrowing costs, which decreased to 0.94% in first quarter 2017 from 1.56% in first quarter 2016. The reduction in rate was primarily tied to longer term advances which matured during the end of 2016 and beginning of 2017 which were moved into overnight borrowings. The Company experienced a slight increase in yield on earnings assets of 7 basis points, primarily tied to an increase in credit and interest rate accretion on purchased loans and other nonrecurring items, which totaled $1,314 and added 22 basis points to the net interest margin, compared to loan fair value accretion and other nonrecurring items of $432 in first quarter 2016 that added 10 basis points to the net interest margin in that prior period. In addition, new loans were booked at rates below the current portfolio yield, and are expected to place downward pressure on the net interest margin. However, the Company anticipates additional loan growth, which will grow net interest income while the margin is reduced.

The following table presents condensed balance sheet information, together with interest income and yields on average interest earning assets, and interest expense and rates on interest-bearing liabilities, for the quarter ended March 31, 2017, compared to the quarter ended March 31, 2016:

Table I

Average Balance Analysis of Net Interest Income

(dollars in thousands)


	Three months ended March 31, 2017								Three months ended March 31, 2016
	Average Balance		Interest Income or (Expense)			Average Yields or Rates			Average Balance		Interest Income or (Expense)			Average Yields or Rates
Interest earning assets
Federal funds sold and interest-bearing deposits	$	41,077	$	88			0.87	%	$	34,380	$	45			0.53	%
Federal Home Loan Bank stock		7,243		32			1.79	%		4,058		28			2.78	%
Securities available-for-sale:
Taxable		392,667		2,255			2.33	%		307,122		1,689			2.21	%
Tax-exempt⁽¹⁾		77,197		778			4.09	%		71,879		733			4.10	%
Loans, net of deferred fees and allowance⁽²⁾
Taxable		1,780,501		22,658			5.16	%		1,355,536		17,235			5.11	%
Tax-exempt⁽³⁾		84,139		1,169			5.64	%		47,579		738			6.24	%

Total interest earning assets		2,382,824		26,981			4.59	%		1,820,554		20,468			4.52	%

Non earning assets
Cash and due from banks		28,899								25,012
Property and equipment		20,114								18,459
Goodwill and intangible assets		70,254								43,611
Interest receivable and other assets		68,241								48,776

Total non earning assets		187,508								135,858

Total assets	$	2,570,332							$	1,956,412


Interest-bearing liabilities
Money market and NOW accounts	$	1,014,936	$	(680	)		-0.27	%	$	847,784	$	(546	)		-0.26	%
Savings deposits		72,127		(96	)		-0.54	%		67,487		(20	)		-0.12	%
Time deposits - core⁽⁴⁾		65,050		(59	)		-0.37	%		73,605		(66	)		-0.36	%

Total interest-bearing core deposits		1,152,113		(835	)		-0.29	%		988,876		(632	)		-0.26	%

Time deposits - non-core		113,007		(362	)		-1.30	%		63,683		(265	)		-1.67	%

Interest-bearing repurchase agreements		1,831		—			0.00	%		44		—			0.00	%
Federal funds purchased		267		(1	)		-1.52	%		657		(2	)		-1.22	%
FHLB borrowings		110,394		(255	)		-0.94	%		48,665		(189	)		-1.56	%
Subordinated debenture		34,107		(570	)		-6.78	%		—		—			0.00	%
Junior subordinated debenture		11,329		(97	)		-3.47	%		8,248		(56	)		-2.73	%

Total interest-bearing wholesale funding		270,935		(1,285	)		-1.92	%		121,297		(512	)		-1.70	%

Total interest-bearing liabilities		1,423,048		(2,120	)		-0.60	%		1,110,173		(1,144	)		-0.41	%

Noninterest-bearing liabilities
Demand deposits		864,486								617,672
Interest payable and other		7,026								7,142

Total noninterest liabilities		871,512								624,814

Total liabilities		2,294,560								1,734,987
Shareholders’ equity		275,772								221,425

Total liabilities and shareholders’ equity	$	2,570,332							$	1,956,412

Net interest income			$	24,861							$	19,324

Net interest margin⁽¹⁾				4.23	%							4.27	%

⁽¹⁾

Tax-exempt securities income has been adjusted to a tax-equivalent basis at a 35% tax rate. The amount of such adjustment was an addition to recorded income of approximately $273 and $256 for the three months ended March 31, 2017, and March 31, 2016, respectively. Net interest margin was positively impacted by 5 and 6 basis points for the three months ended March 31, 2017, and March 31, 2016, respectively.

⁽²⁾	Interest income includes recognized loan origination fees of $318 and $205 for the three months ended March 31, 2017, and March 31, 2016, respectively.

⁽³⁾

Tax-exempt loan income has been adjusted to a tax-equivalent basis at a 35% tax rate. The amount of such adjustment was an addition to recorded income of approximately $408 and $259 for the three months ended March 31, 2017, and March 31, 2016, respectively. Net interest margin was positively impacted by 7 and 6 basis points for the three months ended March 31, 2017, and March 31, 2016, respectively.

⁽⁴⁾	Core deposits include demand, interest checking, money market, savings, and local time deposits, including local nonpublic time deposits in excess of $250.

Table I shows that earning asset yields in first quarter 2017 were 4.59%, up 7 basis points from the 4.52% recorded in first quarter 2016. The Company experienced an increase in yield on the taxable loan portfolio of 5 basis points when compared to the prior period. The increase in the yield on securities reflected more recent purchases, which were longer in maturity, while still remaining within the Company’s internal policy limits.

The cost of interest-bearing liabilities increased by 19 basis points from 0.41% in first quarter 2016 compared to 0.60% in first quarter 2017. The increase in the cost of interest-bearing liabilities was primarily due to the issuance of the Notes in the second quarter 2016, which have a stated coupon rate of 5.875%. The rates paid on interest-bearing core deposits increased by 3 basis points, due to a change in the depositor composition of the core deposits.

The following table sets forth a summary of changes in net interest income due to changes in average asset and liability balances (volume) and changes in average rates (rate) for the three months ended March 31, 2017, compared to the three months ended March 31, 2016.

Table II

Analysis of Changes in Interest Income and Interest Expense

(dollars in thousands)


	Three months ended March 31, 2017 Compared to three months ended March 31, 2016 Increase (decrease) due to
	Volume			Rate			Days			Net
Interest earned on:
Federal funds sold and interest-bearing deposits	$	9		$	35		$	(1	)	$	43
Federal Home Loan Bank stock		22			(18	)		—			4
Securities available-for-sale:
Taxable		467			114			(15	)		566
Tax-exempt⁽¹⁾		54			(2	)		(7	)		45
Loans, net of deferred fees and allowance
Taxable		5,358			209			(144	)		5,423
Tax-exempt⁽²⁾		562			(126	)		(5	)		431

Total interest earning assets		6,472			212			(171	)		6,513

Interest paid on:
Money market and NOW accounts		107			32			(5	)		134
Savings deposits		1			75			—			76
Time deposits - core ⁽³⁾		(8	)		1			—			(7	)

Total interest-bearing core deposits		100			108			(5	)		203

Time deposits - noncore		204			(105	)		(1	)		98
Federal funds purchased		(1	)		—			—			(1	)
FHLB borrowings		238			(172	)		—			66
Subordinated debenture		—			575			(5	)		570
Junior subordinated debenture		21			21			(1	)		41

Total interest-bearing wholesale funding		462			319			(7	)		774

Total interest-bearing liabilities		562			427			(12	)		977

Net interest income⁽¹⁾	$	5,910		$	(215	)	$	(159	)	$	5,536

⁽¹⁾

⁽²⁾

⁽³⁾	Core deposits include demand, interest checking, money market, savings, and local time deposits, including local nonpublic time deposits in excess of $250.

The first quarter 2017 rate/volume analysis shows that net interest income increased by $5,536 over first quarter 2016. Interest income increased $6,513, while interest expense increased $976. The increase in interest income was primarily due to higher volumes, which generated an additional $6,472 in interest income.

The increase in interest expense in first quarter 2017, when compared to first quarter 2016, was primarily due to an increase in the volume of core deposits. Higher volumes of interest-bearing core deposits increased interest expense.

Loan Loss Provision and Allowance

Below is a summary of the Company’s allowance for loan losses for the three months ended March 31, 2017, and 2016:


	Three months ended
	March 31,
	2017			2016
Balance, beginning of period	$	22,454		$	17,301
Provision charged to income		900			245
Loans charged against allowance		(791	)		—
Recoveries credited to allowance		49			50

Balance, end of period	$	22,612		$	17,596

The Company recorded $900 in provision for loan losses during the first quarter 2017, which was primarily attributable to growth in the loan portfolio experienced during the quarter. The Company’s classified assets at March 31, 2017, were 20.17% of regulatory capital, compared to 23.51% and 20.96% of regulatory capital at December 31, 2016 and March 31, 2016, respectively.

For the three months ended March 31, 2017, the Company recorded net loan charge offs of $742 compared to net loan recoveries of $50 for the same period in 2016.

The allowance for loan losses for outstanding loans at March 31, 2017, was $22,612, or 1.18% of outstanding loans, compared to 1.21% and 1.23% of outstanding loans at December 31, 2016, and March 31, 2016, respectively. The allowance as a percentage of outstanding loans also included loans acquired through merger transactions, which were booked net of their credit related fair value adjustment and were only included in the allowance for loan losses to the extent their credit impairment exceeded the remaining credit related fair value discount. At March 31, 2017, the Company had a total of $7,101 of credit related fair value adjustment assigned to acquired loans. The balance of these acquired loans totaled $335,908, before the credit and interest rate fair value adjustments. When acquired loans with an assigned credit fair value mark are excluded from outstanding loans, the allowance for loan losses of $22,612 as a percentage of organic loans outstanding was 1.42% as of March 31, 2017. The allowance as a percentage of nonperforming loans, net of government guarantees, was 298.86% at March 31, 2017, compared to 236.88% and 666.01% at December 31, 2016, and March 31, 2016, respectively.

At March 31, 2017, $9,377 of loans (net of government guarantees) were classified as impaired. A specific allowance of $9 (included in the ending allowance at March 31, 2017) was assigned to these loans. That compares to impaired loans of $10,567 and a specific allowance assigned of $736 at December 31, 2016.

Total nonperforming assets, net of government guarantees, were $18,622, or 0.73% of total assets, at March 31, 2017, down $2,925 from December 31, 2016, as the Company continued to resolve problem loans and negotiated the sale of an OREO property during the quarter. At March 31, 2017, nonperforming assets consisted of $7,566 in nonaccrual loans (net of government guarantees), no loans were 90 days past due and still accruing interest, and there was $11,056 of OREO.

The following table shows a summary of nonaccrual loans, loans past due 90 days or more, including purchased credit impaired loans that are on nonaccrual status or past due 90 days or more, and other real estate owned for the periods covered in this report:

Nonperforming Assets and Asset Quality Ratios


	March 31,			December 31,			March 31,
	2017			2016			2016
NONPERFORMING ASSETS
Nonaccrual loans
Real estate loans
Multi-family residential	$	—		$	—		$	—
Residential 1-4 family		521			1,294			710
Owner-occupied commercial		1,563			1,605			2,309
Nonowner-occupied commercial		3,279			3,374			761

Total permanent real estate loans		5,363			6,273			3,780
Construction loans
Multi-family residential		—			—			—
Residential 1-4 family		—			—			53
Commercial real estate		—			—			—
Commercial bare land and acquisition & development		—			—			—
Residential bare land and acquisition & development		—			—			—

Total construction real estate loans		—			—			53

Total real estate loans		5,363			6,273			3,833
Commercial loans		4,494			5,560			1,529

Total nonaccrual loans		9,857			11,833			5,362
90-days past due and accruing interest		—			—			—
Total nonperforming loans		9,857			11,833			5,362
Nonperforming loans guaranteed by government		(2,291	)		(2,354	)		(2,720	)

Net nonperforming loans		7,566			9,479			2,642
Other real estate owned		11,056			12,068			11,747

Total nonperforming assets, net of guaranteed loans	$	18,622		$	21,547		$	14,389


ASSET QUALITY RATIOS
Allowance for loan losses as a percentage of total loans outstanding		1.18	%		1.21	%		1.23	%
Allowance for loan losses as a percentage of total nonperforming loans, net of government guarantees		298.86	%		236.88	%		666.01	%
Net loan charge offs (recovery) as a percentage of average loans, annualized		0.16	%		-0.01	%		-0.01	%
Net nonperforming loans as a percentage of total loans		0.40	%		0.51	%		0.18	%
Nonperforming assets as a percentage of total assets		0.72	%		0.85	%		0.73	%
Consolidated classified asset ratio⁽¹⁾		20.17	%		23.51	%		20.96	%

⁽¹⁾

Consolidated classified asset ratio is defined as the sum of all loan-related contingent liabilities and loans internally graded substandard or worse (net of government guarantees), adversely classified securities, and other real estate owned, divided by total consolidated Tier 1 capital plus the allowance for loan losses.

Other real estate owned at March 31, 2017, consisted of six properties. One of the properties, a commercial land development project valued at $9,839, comprised 88.99% of the total Other real estate owned category. The Company has been actively marketing this property; however, the location and nature of the commercial land development property make it susceptible to possible future valuation write-downs as it is appraised on an annual basis, or as facts or circumstances change.

Noninterest Income


	Noninterest Income Summary
	Three months ended
	March 31,			March 31,			Change
	2017			2016			$
Service charges on deposit accounts	$	694		$	693		$	1
Bankcard income		300			290			10
Bank-owned life insurance income		222			146			76
Net gain on sale of investment securities		—			237			(237	)
Impairment losses on investment securities (OTTI)		(1	)		(17	)		16
Other noninterest income		936			458			478

	$	2,151		$	1,807		$	344

For the three months ended March 31, 2017, noninterest income was $2,151, up $344 or 19.04% from the same period last year. The increase in noninterest income through in first quarter 2017, when compared to the same period last year, was primarily due to a reduction in gains on sales of securities, which accounted for $237 of the year over year reduction. In addition, the Bank experienced an increase in other noninterest income of $478, primarily attributable to recoveries on acquired loans.

Noninterest Expense


	Noninterest Expense Summary
	Three months ended
	March 31,		March 31,		Change
	2017		2016		$
Salaries and employee benefits	$	9,455	$	7,559	$	1,896
Property and equipment		1,328		1,115		213
Data processing		1,021		864		157
Legal and professional services		681		611		70
Business development		474		516		(42	)
FDIC insurance assessment		349		288		61
Other real estate expense, net		118		10		108
Merger related expense		933		—		933
Other noninterest expense		1,105		1,044		61

	$	15,464	$	12,007	$	3,457

PACIFIC CONTINENTAL CORP 10-Q