Sierra Bancorp (Nasdaq: BSRR), parent of Bank of the Sierra, today announced its unaudited financial results for the quarter ended March 31, 2023. Sierra Bancorp reported consolidated net income of $8.8 million, or $0.58 per diluted share, for the first quarter of 2023 compared to $7.4 million, or $0.49 per diluted share, in the first quarter of 2022. The favorable variance in net income came largely from a $3.4 million increase in net interest income. The Company's return on average assets and return on average equity were 0.97% and 11.53%, respectively, in the first quarter of 2023 as compared to 0.88% and 8.64%, respectively, in the first quarter of 2022.

Highlights for the first quarter of 2023:

• Solid Earnings
  • Net Income of $8.75 million, up 23% versus the fourth quarter of 2022 (the prior linked quarter).
  • Improved Return on Average Assets to 0.97% from 0.79% in the prior linked quarter.
  • Increased Return on Average Equity to 11.53% from 9.62% in the prior linked quarter.
  • Continue to strategically invest in and develop lending teams to support future diversified loan growth.
• Asset Quality Improvement
  • Sold the assets related to a single dairy relationship which significantly improved overall asset quality.
  • Total Nonperforming Assets declined $18.6 million to $0.9 million, or 0.05% of total gross loans.
  • Continued trend of a low level of past due loans.
  • Charge-offs declined significantly to $0.2 million as asset quality improved.
  • Provision for loan loss of $0.3 million, a reduction of $6.2 million from the prior linked quarter.
• Deposit & Liquidity Growth
  • Total deposits increased by $102.8 million, or 16% annualized, during the first quarter of 2023.
  • Customer deposits remained level during March 2023.
  • Noninterest-bearing deposits of $1.04 billion at March 31, 2023 represent 35% of total deposits.
  • Uninsured deposits are approximately 30% of total deposit balances.
  • Launched an enhanced on-line deposit account opening service as part of our overall digital strategy.
• Asset Growth & Strong Capital
  • Record level of Total Assets at $3.69 billion, up 2.4% during the quarter.
  • Maintained a diversified investment portfolio designed for interest rate risk management and liquidity.
  • Increased Tangible Book Value per share by 2% to $18.44 per share at March 31, 2023.
  • Strong regulatory Community Bank Leverage Ratio of 10.7% for our subsidiary bank.
  • Tangible Common Equity Ratio of 7.6% on a consolidated basis and 9.2% for our subsidiary bank.
  • Repurchased 146,418 shares of stock during the quarter.

“Success is where preparation and opportunity meet.” Bobby Unser

“The first quarter of 2023 has certainly been a challenging and volatile quarter for banks. Risk management, especially around the balance sheet, has come to the forefront especially as it applies to deposits, interest rate risk management, capital, and liquidity,” stated Kevin McPhaill, CEO and President. “Risk management has always been a key element of our strategy as demonstrated by several risk mitigation strategies employed over the past several years, including diversification of our investment portfolio to manage interest rate risk, reductions in loan concentrations, and adding a Chief Risk Officer to our executive management team. Bank of the Sierra – a community bank with its roots anchored in the Central Valley of California – focuses on providing banking services to over 122,000 traditional retail and commercial customer deposit accounts within our communities. While this year has certainly started with its challenges for many banks, we believe there will be opportunities for continued growth. We remain committed to serving our customers by making sure it is business as usual within our branches which we believe benefits our communities, our employees, and our shareholders,” McPhaill concluded.

Quarterly Changes (comparisons to the first quarter of 2022)

• The $3.4 million, or 14%, increase in net interest income is due mostly to an $11.3 million increase in interest income partially offset by an $8.0 million increase in interest expense. There was an increase in investment securities which contributed $9.6 million to the favorable interest income variance. This increase in investments primarily consisted of floating rate collateralized loan obligations (CLOs), which contributed to $6.9 million or 61.0% of the interest income favorable variance, partially offset by an unfavorable increase in interest expense due to a shift of deposit balances into higher cost time certificates and an increase in borrowed funds.
• Asset quality improved as demonstrated by a significant decline in non-performing assets to gross loans plus foreclosed assets. This ratio fell to 0.05% at March 31, 2023, from 1.54% at the same period in 2022. Nonperforming assets declined from $30.5 million at March 31, 2022, to $0.9 million at March 31, 2023, a decline of 97%. Further, past due loans declined from $2.8 million at March 31, 2022, to $1.2 million at March 31, 2023, a decline of 56%.
• The provision for credit losses at $0.3 million declined by $0.2 million, or 49%, as a result of lower net loan charge-offs recognized in the first quarter of 2023.
• Liquidity continues to be substantial with the primary liquidity ratio at 32.4% and $2.5 billion in overall available liquidity at March 31, 2023. Further, overall deposits continued to increase with an additional 3.6% added in the first quarter of 2023.
• All capital ratios were above the regulatory requirements for a well-capitalized institution. The Community Bank Leverage ratio was 10.13% consolidated and 10.74% for our subsidiary, Bank of the Sierra.
• Sierra Bancorp repurchased 146,418 shares totaling $2.7 million in the first quarter of 2023.
• Our Board of Directors declared a cash dividend of $0.23 per share on April 20, 2023. This is the 97th consecutive quarterly dividend paid by Sierra Bancorp. The cash dividend is payable on May 15, 2023, to shareholders of record at the close of business on May 1, 2023.

Linked Quarter Changes (comparisons to the three months ended December 31, 2022)

• Net income increased by $1.6 million, or 23%, driven mostly by a $6.2 million decline in the provision for credit losses. The elevated provision for credit losses in the three months ended December 31, 2022, was a result of several loans to one dairy relationship that were foreclosed upon and subsequently sold in the first quarter of 2023.

Balance Sheet Quarterly Changes (comparisons to December 31, 2022)

• Total assets increased $85.4 million, or 2% to $3.7 billion, during the first three months of 2023, due mostly to an increase in deposits and borrowed funds as a result of the purchase of investment securities consisting mostly of short-duration U.S. agency securities and variable rate CLOs.
• Deposits increased by $102.8 million, or 4%. The growth in deposits came primarily from customer time and brokered deposits. The brokered deposits were added early in the first quarter of 2023 due to both lower rates on such deposits and as part our overall interest rate risk strategy to increase the duration of liabilities. All brokered deposit orders were placed prior to March 10, 2023. Gross loan balances declined by $19.0 million, due mostly to the foreclosure of $18.1 million of loans related to one dairy relationship in January 2023. Further commercial real estate secured loans increased $8.7 million, and mortgage warehouse lines increased by $3.0 million.

Other financial highlights are reflected in the following table.

INCOME STATEMENT HIGHLIGHTS

Net Interest Income

Net interest income was $28.1 million for the first quarter of 2023, a decrease of $1.2 million, or 4%, as compared to the fourth quarter of 2022 and an increase of $3.4 million, or 14%, as compared to the first quarter of 2022. As compared to the fourth quarter of 2022, overall interest income increased by $1.8 million, or 5%, due primarily to an $86.5 million increase in average investment balances, as well as a 33 basis point increase in investment yield, however this was offset by a $3.0 million increase in interest expense due to the movement of deposits from lower cost transaction accounts to higher cost time deposits and an increase in borrowed funds.

For the first quarter of 2023 as compared to the same quarter in 2022, the $3.4 million increase in net interest income came from a $186.9 million increase in average earning asset balances, which consisted of increases of $104.8 million in average investment balances and $82.1 million in average loan balances. In addition, there was a favorable rate variance on average earning assets of 121 basis points. Offsetting these favorable interest income variances, average interest-bearing deposit balances increased $128.6 million, with all of the increase in higher cost time deposits. Average borrowed funds increased $175.2 million. Deposit costs increased 118 basis points in the first quarter of 2023 as compared to the same quarter in 2022, along with a 201 basis points increase in borrowed funds.

At March 31, 2023, approximately 15% of the Bank’s loan portfolio is scheduled to mature or reprice within twelve months and an additional 12% that could reprice within three years. In addition, approximately $561.0 million, or 40.8%, of the securities portfolio consists of floating rate bonds that will reprice in less than 90 days.

Interest expense was $9.3 million for the first quarter of 2023, a $3.0 million increase, or 49%, from the linked quarter, and an increase of $8.0 million from the same period in 2022. The increase in the quarterly comparison is attributable to a shift from being a net seller of Federal Funds at March 31, 2022, to a net purchaser of funds at March 31, 2023 coupled with a 380 to 450 basis point increase to the rate on the Prime Index Certificate of Deposit accounts offered by the bank. The rate on the Prime Index account is tied to a spread to the Wall Street Journal Prime Rate and varies from Prime minus 4 basis points to Prime minus 325 basis points. During the twelve month period from March 31, 2022 to March 31, 2023, the Prime rate increased by 450 basis points. The standard rates on transaction accounts did not change during 2022 or 2023. Customers that desired a higher rate on deposits transferred monies into the Prime Index Certificate of Deposit accounts. In addition to existing customers, these floating rate deposit accounts also attracted new customers to the Bank.

Our net interest margin was 3.47% for the first quarter of 2023, as compared to 3.63% for the linked quarter and 3.21% for the quarter ending March 31, 2022. While the cost of interest-earning assets increased 21 basis points for the first quarter of 2023 as compared to the linked quarter, the cost of interest-bearing liabilities increased 52 basis points for the same period of comparison. The average balance of interest-earning assets increased $81.3 million for the linked quarter while the increase in interest-bearing liabilities was $110.9 million for the same period. The increase in interest rates on a larger volume of interest-bearing liabilities over interest-earning assets, combined with a shift in deposit balances from lower cost transaction accounts to higher cost time certificates exacerbates the margin compression in the linked quarter.

Provision for Credit Losses

The Company recorded a provision for credit losses of $0.3 million in the first quarter of 2023, as compared to $6.5 million in the fourth quarter of 2022, and $0.5 million in the first quarter of 2022. The lower provision for credit losses in the first quarter of 2023 over the linked quarter was primarily due to the impact of elevated charge-offs stemming from the impact of one dairy loan relationship which was foreclosed upon and sold in the first quarter of 2023. The decrease in provision in the first quarter of 2023 as compared to the same quarter in 2022 was a result of reduced net charge-offs, however the overall reserve for credit losses was $0.6 million higher at March 31, 2023, as compared to March 31, 2022.

The Company did not record a provision for credit losses on available-for-sale debt securities. Although there were debt securities in an unrealized loss position the declines in market values were primarily attributable to changes in interest rates and volatility in the financial markets and not a result of an expected credit loss.

Noninterest Income

Noninterest income decreased by $1.1 million, or 14%, to $6.6 million in the first quarter of 2023 as compared to $7.7 million in the fourth quarter of 2022. Noninterest income increased by $0.5 million, or 9%, in the first quarter of 2023 as compared to the same quarter in 2022. The first quarter 2023 decrease of $1.1 million, compared to the fourth quarter of 2022, is primarily due to gains on the sale of investments and favorable changes in other small business partnership expenses in the fourth quarter of 2022 with no like gain or favorable change in the first quarter of 2023. Contributing to this unfavorable variance there were $0.3 million in decreases of service charges and fees.

For the first quarter of 2023 compared to the same quarter in 2022, the increase was primarily due to a $0.3 million gain on life insurance proceeds, $0.3 million in other foreclosed assets income, combined with favorable BOLI fluctuations associated with deferred compensation plans for $0.8 million. These favorable variances were offset by a net decrease of $1.0 million in gains on sale of securities in the quarter over quarter comparison.

Service charges and fees on customer deposit accounts declined by $0.3 million, or 5%, to $5.4 million in the first quarter of 2023 as compared to the fourth quarter of 2022. Lower service charges on analysis accounts were the primary driver of the unfavorable variance. This same income was $0.2 million lower in the first quarter of 2023 as compared to the first quarter of 2022 due to lower returned check charges and overdraft fees.

Noninterest Expense

Total noninterest expense had an unfavorable increase of $1.5 million, or 7%, in the first quarter of 2023 as compared to the fourth quarter of 2022 and an unfavorable increase of $2.8 million, or 14%, compared to the first quarter of 2022.

Salaries and benefits were $0.8 million higher in the first quarter of 2023 as compared to the fourth quarter of 2022 and $1.0 million higher than the first quarter of 2022. The increase in the linked quarter and year-over-year quarterly comparison is due to several factors, including merit increases for employees due to annual performance evaluations during the first quarter of 2023, higher payroll taxes in the first quarter, and the strategic hiring of lending and management staff to support expected loan growth. Overall full-time equivalent employees were 500 at March 31, 2023, as compared to 491 at December 31, 2022 and 484 at March 31, 2022.

Occupancy expense was down $0.2 million for the linked quarters and unchanged for the first quarter of 2023 as compared to the same quarter last year. The reason for the decrease in the linked quarters is due to certain expenses on closed locations still under lease contracts through the end of 2022 that did not have continued expenses in 2023.

Other noninterest expense increased $0.9 million, or 12%, in the first quarter of 2023 as compared to the fourth quarter of 2022 and was $1.8 million, or 29%, higher than the first quarter of 2022. There was a $0.8 million increase in foreclosed asset expenses in both the linked quarters and the year-over-year quarterly comparison related to a foreclosed dairy relationship that was sold during the quarter. For the first quarter of 2023 as compared to the same period in 2022 there was also increased directors deferred compensation expense for $0.5 million which is linked to the fluctuation in BOLI income.

The Company's effective tax rate was 23.6% in the first quarter of 2023 relative to 21.1% in the fourth quarter of 2022 and 27.0% for the first quarter of 2022. The increase in the effective tax rate for the first quarter of 2023 over the linked quarter is due to tax credits and tax-exempt income representing a smaller percentage of total taxable income. For the first quarter of 2023 as compared to the same period in 2022 tax credits and tax-exempt income represents a larger percentage of total taxable income.

Balance Sheet Summary

The $85.4 million, or 2%, increase in total assets during the first quarter of 2023, is primarily a result of a $101.8 million increase in investment securities, due mostly to the purchase of US government agency securities and CLOs partially offset by an $18.9 million decrease in net loans.

At March 31, 2023, the investment portfolio consisted of 27.7% of US Agency and mortgage-backed securities, 27.7% of Municipal bonds, 40.8% of AAA and AA rated CLOs, and 3.8% of corporate subordinated debt. Although CLOs make up the largest overall percent of the portfolio, the unrealized loss on CLOs is the smallest individual of any investment type as CLOs are floating rate and generally have the lowest price volatility. Management began investing in AAA and AA CLOs in 2021 as part of a strategy to manage interest rate risk. Although these bonds had some of the lowest yields in the portfolio when originally purchased in 2021, they are now the highest yielding securities in the portfolio with the lowest unrealized loss given the dramatic increase in rates since most of these were initially purchased.

Gross loan balances declined $19.0 million, or 1%, during the first quarter of 2023. Although gross loan balances declined modestly, components within our loan portfolio increased from December 31, 2022, including a $3.0 million increase in mortgage warehouse line utilization, and a $18.7 million increase in non-owner occupied commercial real estate. Larger loan category decreases include a $20.5 million decrease in farmland, and a $10.0 million decrease in owner-occupied commercial real estate.

As indicated in the loan roll forward below, new credit extended for the first quarter of 2023 increased $30.1 million over the same period in 2022 but decreased $14.6 million for the linked quarter comparisons. For the first three months ended 2023 we had $48.8 million in loan paydowns and maturities, along with a $3.0 million increase in mortgage warehouse line utilization and a $25.8 million decrease in line of credit utilization.

Regarding line utilization, unused commitments, excluding mortgage warehouse and overdraft lines, were $223.6 million at March 31, 2023, compared to $219.7 million at December 31, 2022. Total utilization excluding mortgage warehouse and overdraft lines was 57% at March 31, 2023, compared to 59% at December 31, 2022. Mortgage warehouse utilization was 15% at March 31, 2023, compared to 10% at December 31, 2022.

As expected, PPP loans continue to decline as borrowers receive forgiveness on these loans. There were eleven loans for $0.8 million outstanding at March 31, 2023, compared to fourteen loans for $1.8 million at December 31, 2022.

Over the past two years, the Company has strategically focused on reducing concentrations in commercial real estate, especially amongst areas management deemed to be higher risk such as construction, office real estate, and hospitality. At March 31, 2021, the total regulatory CRE ratio of total CRE over Tier 1 Capital plus allowance was 359%. At March 31, 2023, this ratio had declined to 249% which positions us well for growth. Further, the overall level of construction and land development lending had declined from 25% of regulatory capital plus allowance for credit losses at March 31, 2021, to 4% of regulatory capital plus allowance for credit losses at March 31, 2023. Further, overall committed office real estate is 8.4% of total commitments at March 31, 2023. The office real estate loans are adjustable rates with most rate adjustments occurring beyond two years. During the next twenty four months, we have 39 office commercial real estate loans totaling $15.4 million that have scheduled interest rate resets. The Bank’s practice is to make commercial real estate loans with an “at origination” loan-to-value of 65% or lower.

Deposit balances grew by $102.8 million, or 4%, during the first quarter of 2023 to $2.9 billion at March 31, 2023. Core non-maturity deposits decreased $82.3 million, or 4%, for the first three months of 2023, while customer time deposits increased by $120.2 million. Brokered deposits increased $65.0 million during the quarter. Overall noninterest-bearing deposits as a percent of total deposits decreased to 35.3% at March 31, 2023, compared to 38.2% at December 31, 2022, and from 38.6% at March 31, 2022. From March 10, 2023 to March 31, 2023, overall deposits decreased by less than 0.04%.

Overall uninsured deposits are estimated to be approximately $876.8 million, or 30% of total deposit balances, excluding public agency deposits that are subject to collateralization through a letter of credit issued by the FHLB. In addition, uninsured deposits of the bank’s customers are eligible for FDIC pass-through insurance if the customer opens an IntraFi Insured Cash Sweep account or a reciprocal time deposit through the Certificate of Deposit Account Registry System (CDARS). IntraFi allows for up to $150 million of combined pass-through FDIC insurance which would more than cover each of the Bank’s deposit customers if such customer desired to have such pass-through insurance. The Bank maintains a diversified deposit base with no significant customer concentrations and does not bank any cryptocurrency companies. At March 31, 2023, the Company had approximately 122,000 accounts and the 25 largest deposit balance customers had balances of less than 9% of overall deposits.

Long-term debt at March 31, 2023 consisted of $40 million of long-term FHLB advances and $49.2 million of subordinated debt. This was an increase of $40 million from December 31, 2022 due to the $40 million in long-term FHLB advances obtained to take advantage of preferential long term interest rates and to hedge interest rate risk on some longer term assets. Subordinated debentures related to trust preferred securities were $35.5 million at both March 31, 2023 and December 31, 2022.

Customer repurchase agreements declined from $109.2 million at December 31, 2022 to $94.1 million at March 31, 2023. Customer repurchase agreements provide collateral for customers that sweep excess deposit balances each day into a separate repurchase agreement account where the Company effectively sells certain government bonds to customers daily and then repurchases the same bonds on the next business day. Although these accounts are not deposits and are not FDIC insured, they provide customers with larger account balances the ability to have their account secured with collateral.

Other borrowings declined $42.2 million to $176.8 million at March 31, 2023 from $219.0 million at December 31, 2022 and consist of overnight borrowings from correspondent banks and the FHLB. The decline in other borrowings is due mostly to the $40 million increase in long-term borrowings from the FHLB described above. Overall borrowings from the FHLB and correspondent banks declined $2.2 million, or 1%, during the first quarter of 2023,

The Company continues to have substantial liquidity though unencumbered assets and available borrowings. In addition, the Company’s loan-to-deposit ratio declined from 72% at December 31, 2022 to 69% at March 31, 2023. At March 31, 2023, and December 31, 2022, the Company had the following sources of primary and secondary liquidity (dollars in thousands):

As evidenced by the available liquidity in the table above, the Company did not participate in the new Federal Reserve Bank Term Funding Program. Unpledged investment securities include $561.0 million of CLOs. As CLOs have a rate that resets every 90 days to current rates, the volatility of pricing of these securities is limited and the Company could sell such securities for liquidity at a significantly lower loss than selling lower rate fixed term securities such as US government bonds or municipal bonds. During the first quarter of 2023, the Bank sold a few CLOs at a modest gain and expects to continue to utilize the CLO portfolio for both interest rate risk management and liquidity purposes.

Total capital of $307.0 million at March 31, 2023, reflects an increase of $3.4 million, or 1%, compared to December 31, 2022. The increase in equity during the first quarter of 2023 is due to net income of $8.8 million, offset by a $3.5 million dividend paid to shareholders, $2.7 million in share repurchases and a $0.5 million favorable swing in other comprehensive income/loss due principally to changes in investment securities’ fair value. The remaining difference is related to stock options exercised and restricted stock compensation recognized during the quarter.

Included in capital is accumulated other comprehensive income/loss which was a $56.1 million loss at March 31, 2023, a decline from a $56.6 million loss at December 31, 2022. Accumulated other comprehensive income/loss consists mostly of unrealized loss on securities available for sale. However, it also includes $30.1 million of unrealized loss related to securities transferred from available for sale to held-to-maturity during 2022. The incremental unrealized loss on securities held-to-maturity not otherwise recorded at March 31, 2023 was $7.2 million, which would have resulted in a $5.1 million increase to accumulated other comprehensive loss at March 31, 2023, net of deferred taxes. The overall consolidated tangible common equity ratio was 7.6% at March 31, 2023 as compared to 7.7% at December 31, 2022 and 8.7% at March 31, 2022.

Asset Quality

Total nonperforming assets, comprised of non-accrual loans and foreclosed assets, decreased by $18.6 million, or 95%, during the first quarter of 2023. The significant decrease resulted from a decrease in non-accrual loans, primarily as a result of one relationship in the dairy industry consisting of four separate loans that were foreclosed on and subsequently sold in the first quarter of 2023. These loans were written down by $8.7 million during 2022 and no further allowance for credit losses was deemed necessary on these loans. The Company's ratio of nonperforming assets to loans plus foreclosed assets decreased to 0.05% at March 31, 2023, from 0.95% at December 31, 2022 due primarily to the resolution of the loan relationship previously mentioned. All of the Company's nonperforming assets are individually evaluated for credit loss quarterly and management believes the established allowance for credit loss on such loans are appropriate.

Overall delinquent loans declined from $2.8 million at March 31, 2022 to $1.9 million at March 31, 2023.

The Company's allowance for credit losses on loans was $23.1 million at both March 31, 2023, and December 31, 2022, and $22.5 million at March 31, 2022. The allowance was 1.14% of total loans at March 31, 2023, 1.12% of total loans at December 31, 2022, and 1.14% of total loans at March 31, 2022. Management's detailed analysis indicates that the Company's allowance for credit losses on loans should be sufficient to cover credit losses for the life of the loans outstanding as of March 31, 2023, but no assurance can be given that the Company will not experience substantial future losses relative to the size of the credit loss allowance for loans.

About Sierra Bancorp

Sierra Bancorp is the holding Company for Bank of the Sierra (www.bankofthesierra.com), which is in its 46^th year of operations and is the largest independent bank headquartered in the South San Joaquin Valley. Bank of the Sierra is a community-centric regional bank, which offers a broad range of retail and commercial banking services through full-service branches located within the counties of Tulare, Kern, Kings, Fresno, Ventura, San Luis Obispo, and Santa Barbara. The Bank also maintains an online branch and provides specialized lending services through an agricultural credit center in Templeton, California, an SBA center, and a dedicated loan production office in Roseville, California. In 2023, Bank of the Sierra was recognized as one of the strongest and top-performing community banks in the country, with a 5-star rating from Bauer Financial.

Forward-Looking Statements

The statements contained in this release that are not historical facts are forward-looking statements based on management's current expectations and beliefs concerning future de­velopments and their potential effects on the Company. Readers are cautioned not to unduly rely on forward looking statements. Actual results may differ from those projected. These forward-looking statements involve risks and uncertainties including but not limited to the health of the national and local economies including the impact to the Company and its customers resulting from changes to, and the level of, inflation and interest rates; changes in laws, rules, regulations, or interpretations to which the Company is subject; the Company’s ability to maintain and grow its deposit base; loan demand and continued portfolio performance, the Company's ability to attract and retain skilled employees, customers' service expectations; cyber security risks: the Company's ability to successfully de­ploy new technology, the success of acquisitions and branch expansion; operational risks including the ability to detect and prevent errors and fraud; the effectiveness of the Company’s enterprise risk management framework; the impact of adverse developments at other banks, including bank failures, that impact general sentiment regarding the stability and liquidity of banks that could affect stock price; changes to valuations of the Company’s assets and liabilities including the allowance for credit losses, earning assets, and intangible assets; changes to the availability of liquidity sources including borrowing lines and the ability to pledge or sell certain assets; costs related to litigation; the effects of severe weather events, pandemics, other public health crises, acts of war or terrorism, and other external events on our business; and other factors detailed in the Company's SEC filings, including the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's most recent Form 10‑K and Form 10‑Q.