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The following table summarizes trades of the Company’s Common Stock, setting forth the approximate high and low
sales prices and volume of trading for the periods indicated, based upon information available via public sources:
Sale Price of the Company’s
Approximate
Calendar
Common Stock (per share)
Trading Volume
Quarter Ended
High
Low
In Shares
March 31, 2014
$17.00
$14.86
1,853,833
June 30, 2014
$16.25
$14.68
1,830,309
September 30, 2014
$17.95
$14.66
1,423,854
December 31, 2014
$18.00
$15.53
1,303,554
March 31, 2015
$17.64
$15.16
771,709
June 30, 2015
$17.42
$16.03
1,699,567
September 30, 2015
$18.14
$15.80
1,205,760
December 31, 2015
$19.13
$15.50
1,137,602
(b) Holders
As of January 31, 2016 there were an estimated 4,522 shareholders of the Company’s Common Stock. There were 493
registered holders of record on that date, and per Broadridge, an investor communication company, there were also
4,029 beneficial holders with shares held under a street name, including “objecting beneficial owners” whose names
and addresses are unavailable.
(c)
Dividends
The Company paid cash dividends totaling $5.7 million, or $0.42 per share in 2015 and $4.8 million, or $0.34 per share
in 2014, which represents 31% of annual net earnings for both 2015 and 2014. The Company’s general dividend policy
is to pay cash dividends within the range of typical peer payout ratios, provided that such payments do not adversely
affect the Company’s financial condition and are not overly restrictive to its growth capacity. However, in the past
when many of our peers elected to suspend dividend payments, the Company’s Board determined that we should con-
tinue to pay a certain level of dividend as long as our core operating performance was adequate and policy or regulatory
restrictions did not preclude such payments, without regard to peer payout ratios. While we have paid a consistent level
of quarterly dividends in the past few years, no assurance can be given that our financial performance in any given year
will justify the continued payment of a certain level of cash dividend, or any cash dividend at all.
As a bank holding company that currently has no significant assets other than its equity interest in the Bank, the Com-
pany’s ability to declare dividends depends upon cash on hand as supplemented by dividends from the Bank. The
Bank’s dividend practices in turn depend upon the Bank’s earnings, financial position, regulatory standing, the ability
to meet current and anticipated regulatory capital requirements, and other factors deemed relevant by the Bank’s Board
of Directors. The authority of the Bank’s Board of Directors to declare cash dividends is also subject to statutory
restrictions. Under California banking law, the Bank may declare dividends in an amount not exceeding the lesser of
its retained earnings or its net income for the last three years (reduced by dividends paid during such period) or, with
the prior approval of the California Commissioner of Business Oversight, in an amount not exceeding the greatest of
(i) the retained earnings of the Bank, (ii) the net income of the Bank for its last fiscal year, or (iii) the net income of the
Bank for its current fiscal year.
The Company’s ability to pay dividends is also limited by state law. California law allows a California corporation to
pay dividends if the company’s retained earnings equal at least the amount of the proposed dividend. If a California
corporation does not have sufficient retained earnings available for the proposed dividend, it may still pay a dividend
to its shareholders if immediately after the dividend the sum of the company’s assets (exclusive of goodwill and deferred
charges) would be at least equal to 125% of its liabilities (not including deferred taxes, deferred income and other
deferred liabilities) and the current assets of the company would be at least equal to its current liabilities, or, if the
average of its earnings before income taxes and before interest expense for the two preceding fiscal years was less than
the average of its interest expense for the two preceding fiscal years, at least equal to 125% of its current liabilities. In
addition, during any period in which the Company has deferred payment of interest otherwise due and payable on its
subordinated debt securities, it may not pay any dividends or make any distributions with respect to its capital stock