UNITED STATES

SECURITIES AND 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 ~~September~~June 30, ~~2021~~2022

☐ 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 001-38621

PCB BANCORP

(Exact name of registrant as specified in its charter)


California			20-8856755
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)

3701 Wilshire Boulevard, Suite 900, Los Angeles, California 90010

(Address of principal executive offices) (Zip Code)

(213) 210-2000

(Registrant’s telephone number, including area code)

Not Applicable

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	PCB	Nasdaq Global Select Market

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ 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 Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

(Do not check if a smaller reporting company)

Smaller reporting company

☒

Emerging growth company

☒

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

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

As of ~~October 29, 2021,~~July 28, 2022, the registrant had outstanding ~~14,841,626~~14,958,760 shares of common stock.

PCB Bancorp and Subsidiary

Quarterly Report on Form 10-Q

~~September~~June 30, ~~2021~~2022

Table of Contents


Part I - Financial Information

Item 1.	Consolidated Financial Statements	54

	Consolidated Balance Sheets - ~~September~~June 30, ~~2021~~2022 (Unaudited) and December 31, ~~2020~~2021	54
	Consolidated Statements of Income (Unaudited) - Three and Six ~~Nine~~Months Ended ~~September~~June ~~30,~~3 0 , 2022 and 2021 ~~and 2020~~	65
	Consolidated Statements of Comprehensive Income (Unaudited) - Three and ~~Nine~~S ix Months Ended S ~~eptember~~June ~~30, 2021~~30 , 2022 and ~~2020~~2021	76
	Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - Three ~~and~~ ~~Nine~~ ~~Months Ended~~ ~~September~~ ~~30, 2021~~ and ~~2020~~Six Months Ended June 30 , 2022 and 2021	87
	Consolidated Statements of Cash Flows (Unaudited) - Six~~Nine~~ M ~~Months~~onths Ended ~~September~~June ~~30,~~3 0 , 2022 and 2021 ~~and 2020~~	109
	Notes to Consolidated Financial Statements (Unaudited)	1211

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4037

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6361

Item 4.	Controls and Procedures	6462

Part II - Other Information

Item 1.	Legal Proceedings	6563

Item 1A.	Risk Factors	6563

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6663

Item 3.	Defaults Upon Senior Securities	6764

Item 4.	Mine Safety Disclosures	6764

Item 5.	Other Information	6764

Item 6.	Exhibits	6865

Signatures		6966

Forward-looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements which reflect current views of PCB Bancorp, ~~formerly known as Pacific City Financial Corporation,~~ (collectively, with its consolidated subsidiary, the “Company,” “we,” “us” or “our”) with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “goal,” “target,” “aim,” “would,” and “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, but are not limited to, the following:

•business and economic conditions, particularly those affecting the financial services industry and our primary market areas and arising from ~~current COVID-19 pandemic~~recent inflationary pressures and governmental and societal responses thereto;

•our ability to successfully manage our credit risk and the sufficiency of our allowance for loan loss;

•factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health of our commercial borrowers and the success of construction projects that we finance and our borrowers' actual payment performance as loan deferrals related to the COVID-19 pandemic expire;

•governmental monetary and fiscal policies, and changes in market interest rates;

•the current inflationary environment and government and regulatory responses thereto;

•compliance with governmental and regulatory requirements, including the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act of 2020, ~~(the “Economic Aid Act”),~~ the Dodd-Frank Wall Street Reform and Consumer Protection Act, ~~(the “Dodd-Frank Act”),~~ the Economic Growth, Regulatory Relief and Consumer Protection Act ~~(the “Economic Growth Act”)~~ and others relating to banking, consumer protection, securities and tax matters including, but not limited to the potential adverse impact of loan modifications and payment deferrals implemented consistent with recent regulatory guidance;

•the significant portion of our loan portfolio that is comprised of real estate loans;

•our ability to attract and retain Korean-American customers;

•our ability to identify and address cyber-security risks, fraud and systems errors;

•our ability to effectively execute our strategic plan and manage our growth;

•changes in our senior management team and our ability to attract, motivate and retain qualified personnel;

•cyber-attacks, ransomware attacks, computer viruses or other malware that may breach the security of our websites or other systems to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage our systems;

•liquidity issues, including fluctuations in the fair value and liquidity of the securities we hold for sale and our ability to raise additional capital, if necessary;

•costs and obligations associated with operating as a public company;

•~~the~~ effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services;

•the effects of severe weather, natural disasters, acts of war or terrorism, health epidemics or pandemics (or expectations about them) and other external events on our business;

•the impact of any claims or legal actions to which we may be subject, including any effect on our reputation; and

•changes in federal tax law or policy.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements and the risks described under “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and our other documents filed with the United States (“U.S.”) Securities Exchange Commission (“SEC”). Because of these risks and other uncertainties, our actual future results, performance or achievement, or industry results, may be materially different from the results indicated by the forward looking statements in this report. In addition, our past results of operations are not necessarily indicative of our future results. You should not rely on any forward looking statements, which represent our beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. Any forward-looking statement speaks only as of the date on which it is initially made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Part I - Financial Information

Item 1 - Consolidated Financial Statements

PCB Bancorp and Subsidiary

Consolidated Balance Sheets

($ in thousands, except share data)


		September 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
		(Unaudited)					(Unaudited)
Assets	Assets					Assets
Cash and due from banks	Cash and due from banks	$	19,688	$	19,605	Cash and due from banks	$	23,125	$	15,222
Interest-bearing deposits in other financial institutions	Interest-bearing deposits in other financial institutions	195,285		174,493		Interest-bearing deposits in other financial institutions	276,785		188,063
Total cash and cash equivalents	Total cash and cash equivalents	214,973		194,098		Total cash and cash equivalents	299,910		203,285
Securities available-for-sale, at fair value	Securities available-for-sale, at fair value	133,102		120,527		Securities available-for-sale, at fair value	139,067		123,198

Loans held-for-sale	Loans held-for-sale	29,020		1,979		Loans held-for-sale	9,627		37,026
Loans held-for-investment, net of deferred loan costs (fees)	Loans held-for-investment, net of deferred loan costs (fees)	1,707,878		1,583,578		Loans held-for-investment, net of deferred loan costs (fees)	1,833,010		1,732,205
Allowance for loan losses	Allowance for loan losses	(23,807)		(26,510)		Allowance for loan losses	(21,071)		(22,381)
Net loans held-for-investment	Net loans held-for-investment	1,684,071		1,557,068		Net loans held-for-investment	1,811,939		1,709,824
Premises and equipment, net	Premises and equipment, net	3,306		4,048		Premises and equipment, net	3,633		3,098
Federal Home Loan Bank and other restricted stock, at cost	Federal Home Loan Bank and other restricted stock, at cost	8,577		8,447		Federal Home Loan Bank and other restricted stock, at cost	10,183		8,577
Other real estate owned, net	Other real estate owned, net	—		1,401		Other real estate owned, net	808		—
Bank-owned life insurance						Bank-owned life insurance	29,705		29,358
Deferred tax assets, net	Deferred tax assets, net	7,519		8,120		Deferred tax assets, net	11,869		10,824
Servicing assets	Servicing assets	7,009		6,400		Servicing assets	7,716		7,269
Operating lease assets	Operating lease assets	7,164		7,616		Operating lease assets	6,512		6,786
Accrued interest receivable	Accrued interest receivable	5,494		9,334		Accrued interest receivable	5,212		5,368
Other assets	Other assets	4,464		3,815		Other assets	8,379		5,122
Total assets	Total assets	$	2,104,699	$	1,922,853	Total assets	$	2,344,560	$	2,149,735
Liabilities and Shareholders’ Equity	Liabilities and Shareholders’ Equity					Liabilities and Shareholders’ Equity
Deposits:	Deposits:					Deposits:
Noninterest-bearing demand	Noninterest-bearing demand	$	832,240	$	538,009	Noninterest-bearing demand	$	988,454	$	830,383
Savings, NOW and money market accounts	Savings, NOW and money market accounts	410,092		408,826		Savings, NOW and money market accounts	492,173		422,526
Time deposits of $250,000 or less	Time deposits of $250,000 or less	327,207		379,333		Time deposits of $250,000 or less	270,956		341,956
Time deposits of more than $250,000	Time deposits of more than $250,000	263,127		268,683		Time deposits of more than $250,000	246,024		272,269
Total deposits	Total deposits	1,832,666		1,594,851		Total deposits	1,997,607		1,867,134
Federal Home Loan Bank advances	Federal Home Loan Bank advances	10,000		80,000		Federal Home Loan Bank advances	—		10,000
Operating lease liabilities	Operating lease liabilities	7,862		8,455		Operating lease liabilities	7,067		7,444
Accrued interest payable and other liabilities	Accrued interest payable and other liabilities	6,573		5,759		Accrued interest payable and other liabilities	5,511		8,871
Total liabilities	Total liabilities	1,857,101		1,689,065		Total liabilities	2,010,185		1,893,449
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
Preferred stock, 10,000,000 shares authorized, no par value, no issued and outstanding shares		—		—
Common stock, 60,000,000 shares authorized, no par value; 14,841,626 and 15,385,878 shares issued and outstanding, respectively, and included 55,284 and 30,300 shares of unvested restricted stock, respectively, at September 30, 2021 and December 31, 2020		154,618		164,140
Preferred stock, 10,000,000 shares authorized, no par value:						Preferred stock, 10,000,000 shares authorized, no par value:
Series C, senior non-cumulative perpetual, $1,000 per share liquidation preference, 69,141 and 0 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively.						Series C, senior non-cumulative perpetual, $1,000 per share liquidation preference, 69,141 and 0 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively.	69,141		—
Common stock, 60,000,000 shares authorized, no par value; 14,956,760 and 14,865,825 shares issued and outstanding, respectively, and included 68,822 and 55,284 shares of unvested restricted stock, respectively, at June 30, 2022 and December 31, 2021						Common stock, 60,000,000 shares authorized, no par value; 14,956,760 and 14,865,825 shares issued and outstanding, respectively, and included 68,822 and 55,284 shares of unvested restricted stock, respectively, at June 30, 2022 and December 31, 2021	155,842		154,992
Retained earnings	Retained earnings	92,248		67,692		Retained earnings	115,992		101,140
Accumulated other comprehensive income, net		732		1,956
Accumulated other comprehensive income (loss), net						Accumulated other comprehensive income (loss), net	(6,600)		154
Total shareholders’ equity	Total shareholders’ equity	247,598		233,788		Total shareholders’ equity	334,375		256,286
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	2,104,699	$	1,922,853	Total liabilities and shareholders’ equity	$	2,344,560	$	2,149,735

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

PCB Bancorp and Subsidiary

Consolidated Statements of Income (Unaudited)

($ in thousands, except share and per share data)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Interest and dividend income:	Interest and dividend income:									Interest and dividend income:
Loans, including fees	Loans, including fees	$	20,537	$	18,938	$	58,792	$	57,617	Loans, including fees	$	21,243	$	19,511	$	41,433	$	38,255
Tax-exempt investment securities	Tax-exempt investment securities	36		37		109		113		Tax-exempt investment securities	37		37		73		73
Taxable investment securities	Taxable investment securities	401		478		1,063		1,585		Taxable investment securities	631		338		1,071		662
Other interest-earning assets	Other interest-earning assets	194		167		513		938		Other interest-earning assets	535		165		763		319
Total interest income	Total interest income	21,168		19,620		60,477		60,253		Total interest income	22,446		20,051		43,340		39,309
Interest expense:	Interest expense:									Interest expense:
Deposits	Deposits	885		2,599		3,196		11,000		Deposits	1,041		1,000		1,891		2,311
Other borrowings	Other borrowings	56		168		239		471		Other borrowings	54		55		105		183
Total interest expense	Total interest expense	941		2,767		3,435		11,471		Total interest expense	1,095		1,055		1,996		2,494
Net interest income	Net interest income	20,227		16,853		57,042		48,782		Net interest income	21,351		18,996		41,344		36,815
Provision (reversal) for loan losses		(1,053)		4,326		(3,134)		11,077
Net interest income after provision (reversal) for loan losses		21,280		12,527		60,176		37,705
Reversal for loan losses										Reversal for loan losses	(109)		(934)		(1,300)		(2,081)
Net interest income after reversal for loan losses										Net interest income after reversal for loan losses	21,460		19,930		42,644		38,896
Noninterest income:	Noninterest income:									Noninterest income:
Service charges and fees on deposits	Service charges and fees on deposits	292		280		887		945		Service charges and fees on deposits	330		302		633		595
Loan servicing income	Loan servicing income	655		856		2,082		2,312		Loan servicing income	755		545		1,455		1,427
Bank-owned life insurance income										Bank-owned life insurance income	175		—		347		—
Gain on sale of loans	Gain on sale of loans	4,269		821		9,558		3,044		Gain on sale of loans	2,039		3,967		5,816		5,289

Other income	Other income	372		315		1,069		915		Other income	349		337		683		697
Total noninterest income	Total noninterest income	5,588		2,272		13,596		7,216		Total noninterest income	3,648		5,151		8,934		8,008
Noninterest expense:	Noninterest expense:									Noninterest expense:
Salaries and employee benefits	Salaries and employee benefits	7,606		6,438		20,913		18,750		Salaries and employee benefits	8,125		7,125		16,720		13,307
Occupancy and equipment	Occupancy and equipment	1,399		1,416		4,158		4,196		Occupancy and equipment	1,537		1,388		2,934		2,759
Professional fees	Professional fees	422		325		1,574		1,631		Professional fees	642		658		1,045		1,152
Marketing and business promotion	Marketing and business promotion	416		193		1,070		920		Marketing and business promotion	310		516		517		654
Data processing	Data processing	391		373		1,164		1,097		Data processing	441		396		845		773
Director fees and expenses	Director fees and expenses	144		125		433		453		Director fees and expenses	182		151		351		289
Regulatory assessments	Regulatory assessments	12		267		399		728		Regulatory assessments	147		179		288		387
Other expenses		842		749		2,329		2,374
Other expense										Other expense	861		726		1,616		1,487
Total noninterest expense	Total noninterest expense	11,232		9,886		32,040		30,149		Total noninterest expense	12,245		11,139		24,316		20,808
Income before income taxes	Income before income taxes	15,636		4,913		41,732		14,772		Income before income taxes	12,863		13,942		27,262		26,096
Income tax expense	Income tax expense	4,613		1,464		12,305		4,384		Income tax expense	3,771		4,098		7,930		7,692
Net income	Net income	$	11,023	$	3,449	$	29,427	$	10,388	Net income	$	9,092	$	9,844	$	19,332	$	18,404

Earnings per common share, basic	Earnings per common share, basic	$	0.74	$	0.22	$	1.94	$	0.67	Earnings per common share, basic	$	0.61	$	0.65	$	1.29	$	1.20
Earnings per common share, diluted	Earnings per common share, diluted	$	0.73	$	0.22	$	1.92	$	0.67	Earnings per common share, diluted	$	0.60	$	0.64	$	1.27	$	1.19

Weighted-average common shares outstanding, basic	Weighted-average common shares outstanding, basic	14,779,707		15,343,888		15,090,989		15,395,475		Weighted-average common shares outstanding, basic	14,883,768		15,115,561		14,865,990		15,249,210
Weighted-average common shares outstanding, diluted	Weighted-average common shares outstanding, diluted	15,031,558		15,377,531		15,298,065		15,466,207		Weighted-average common shares outstanding, diluted	15,122,452		15,309,873		15,138,493		15,425,308

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

PCB Bancorp and Subsidiary

Consolidated Statements of Comprehensive Income (Unaudited)

($ in thousands)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Net income	Net income	$	11,023	$	3,449	$	29,427	$	10,388	Net income	$	9,092	$	9,844	$	19,332	$	18,404
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Unrealized gain (loss) on securities available-for-sale arising during the period	Unrealized gain (loss) on securities available-for-sale arising during the period	(581)		(9)		(1,734)		2,045		Unrealized gain (loss) on securities available-for-sale arising during the period	(4,117)		403		(9,584)		(1,153)
Unrealized gain arising from the reclassification of securities held-to-maturity to securities available-for-sale		—		—		—		787

Income tax benefit (expense) related to items of other comprehensive income (loss)	Income tax benefit (expense) related to items of other comprehensive income (loss)	170		3		510		(839)		Income tax benefit (expense) related to items of other comprehensive income (loss)	1,215		(118)		2,830		340
Total other comprehensive income (loss), net of tax	Total other comprehensive income (loss), net of tax	(411)		(6)		(1,224)		1,993		Total other comprehensive income (loss), net of tax	(2,902)		285		(6,754)		(813)
Total comprehensive income	Total comprehensive income	$	10,612	$	3,443	$	28,203	$	12,381	Total comprehensive income	$	6,190	$	10,129	$	12,578	$	17,591

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

PCB Bancorp and Subsidiary

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

($ in thousands, except share and per share data)


					Three Months Ended
			Shareholders’ Equity									Shares Outstanding			Shareholders’ Equity
		Common Stock Outstanding Shares	Common Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total				Preferred Stock	Common Stock	Preferred Stock		Common Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balance at July 1, 2020		15,377,935	$	163,759		$	61,532	$	1,942	$	227,233
Balance at April 1, 2021													Balance at April 1, 2021	—	15,468,242	$	—	$	164,698	$	74,707	$	858	$	240,263
Comprehensive income													Comprehensive income
Net income													Net income	—	—	—		—		9,844		—		9,844
Other comprehensive income, net of tax													Other comprehensive income, net of tax	—	—	—		—		—		285		285

Repurchase of common stock													Repurchase of common stock	—	(646,334)			(10,333)		—		—		(10,333)
Share-based compensation expense													Share-based compensation expense	—	—	—		117		—		—		117
Stock options exercised													Stock options exercised	—	32,407	—		314		—		—		314
Cash dividends declared on common stock ($0.10 per share)													Cash dividends declared on common stock ($0.10 per share)	—	—	—		—		(1,549)		—		(1,549)
Balance at June 30, 2021													Balance at June 30, 2021	—	14,854,315	$	—	$	154,796	$	83,002	$	1,143	$	238,941

Balance at April 1, 2022													Balance at April 1, 2022	—	14,944,663	$	—	$	155,614	$	109,142	$	(3,698)	$	261,058
Comprehensive income (loss)	Comprehensive income (loss)												Comprehensive income (loss)
Net income	Net income	—	—			3,449		—		3,449			Net income	—	—	—		—		9,092		—		9,092
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—	—			—		(6)		(6)			Other comprehensive loss, net of tax	—	—	—		—		—		(2,902)		(2,902)
Issuance of preferred stock													Issuance of preferred stock	69,141	—	69,141		—		—		—		69,141

Issuance of restricted stock		900	—			—		—		—
Restricted stock surrendered due to employee tax liability		(165)	(2)			—		—		(2)

Share-based compensation expense	Share-based compensation expense	—	200			—		—		200			Share-based compensation expense	—	—	—		142		—		—		142
Stock options exercised	Stock options exercised	868	3			—		—		3			Stock options exercised	—	12,097	—		86		—		—		86
Cash dividends declared on common stock ($0.10 per share)		—	—			(1,538)		—		(1,538)
Balance at September 30, 2020		15,379,538	$	163,960		$	63,443	$	1,936	$	229,339
Cash dividends declared on common stock ($0.15 per share)													Cash dividends declared on common stock ($0.15 per share)	—	—	—		—		(2,242)		—		(2,242)
Balance at June 30, 2022													Balance at June 30, 2022	69,141	14,956,760	$	69,141	$	155,842	$	115,992	$	(6,600)	$	334,375

Balance at July 1, 2021		14,854,315	$	154,796		$	83,002	$	1,143	$	238,941
Comprehensive income (loss)
Net income		—	—			11,023		—		11,023
Other comprehensive loss, net of tax		—	—			—		(411)		(411)

Issuance of restricted stock		1,800	—			—		—		—
Forfeiture of restricted stock		(300)	—			—		—		—
Restricted stock surrendered due to employee tax liability		(231)	(4)			—		—		(4)
Repurchase of common stock		(33,935)	(543)			—		—		(543)
Share-based compensation expense		—	116			—		—		116
Stock options exercised		19,977	253			—		—		253
Cash dividends declared on common stock ($0.12 per share)		—	—			(1,777)		—		(1,777)
Balance at September 30, 2021		14,841,626	$	154,618		$	92,248	$	732	$	247,598

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

PCB Bancorp and Subsidiary

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

($ in thousands, except share and per share data)


			Shareholders’ Equity								Six Months Ended
		Common Stock Outstanding Shares	Common Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total				Shares Outstanding		Shareholders’ Equity
Balance at January 1, 2020		15,707,016	$	169,221	$	57,670	$	(57)	$	226,834
Comprehensive income
Net income		—	—		10,388		—		10,388
Other comprehensive income, net of tax		—	—		—		1,993		1,993

Issuance of restricted stock		1,900	—		—		—		—
Restricted stock surrendered due to employee tax liability		(165)	(2)		—		—		(2)
Repurchase of common stock		(428,474)	(6,487)		—		—		(6,487)
Share-based compensation expense		—	592		—		—		592
Stock options exercised		99,261	636		—		—		636
Cash dividends declared on common stock ($0.30 per share)		—	—		(4,615)		—		(4,615)
Balance at September 30, 2020		15,379,538	$	163,960	$	63,443	$	1,936	$	229,339
													Preferred Stock	Common Stock	Preferred Stock		Common Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balance at January 1, 2021	Balance at January 1, 2021	15,385,878	$	164,140	$	67,692	$	1,956	$	233,788		Balance at January 1, 2021	—	15,385,878	$	—	$	164,140	$	67,692	$	1,956	$	233,788
Comprehensive income (loss)	Comprehensive income (loss)											Comprehensive income (loss)
Net income	Net income	—	—		29,427		—		29,427			Net income	—	—	—		—		18,404		—		18,404
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—	—		—		(1,224)		(1,224)			Other comprehensive loss, net of tax	—	—	—		—		—		(813)		(813)

Issuance of restricted stock	Issuance of restricted stock	35,584	—		—		—		—			Issuance of restricted stock	—	33,784	—		—		—		—		—
Forfeiture of restricted stock	Forfeiture of restricted stock	(1,300)	—		—		—		—			Forfeiture of restricted stock	—	(1,000)	—		—		—		—		—
Restricted stock surrendered due to employee tax liability		(231)	(4)		—		—		(4)

Repurchase of common stock	Repurchase of common stock	(680,269)	(10,876)		—		—		(10,876)			Repurchase of common stock	—	(646,334)	—		(10,333)		—		—		(10,333)
Share-based compensation expense	Share-based compensation expense	—	323		—		—		323			Share-based compensation expense	—	—	—		207		—		—		207
Stock options exercised	Stock options exercised	101,964	1,035		—		—		1,035			Stock options exercised	—	81,987	—		782		—		—		782
Cash dividends declared on common stock ($0.32 per share)		—	—		(4,871)		—		(4,871)
Balance at September 30, 2021		14,841,626	$	154,618	$	92,248	$	732	$	247,598
Cash dividends declared on common stock ($0.20 per share)												Cash dividends declared on common stock ($0.20 per share)	—	—	—		—		(3,094)		—		(3,094)
Balance at June 30, 2021												Balance at June 30, 2021	—	14,854,315	$	—	$	154,796	$	83,002	$	1,143	$	238,941

Balance at January 1, 2022												Balance at January 1, 2022	—	14,865,825	$	—	$	154,992	$	101,140	$	154	$	256,286
Comprehensive income (loss)												Comprehensive income (loss)
Net income												Net income	—	—	—		—		19,332		—		19,332
Other comprehensive loss, net of tax												Other comprehensive loss, net of tax	—	—	—		—		—		(6,754)		(6,754)
Issuance of preferred stock												Issuance of preferred stock	69,141	—	69,141		—		—		—		69,141

Issuance of restricted stock												Issuance of restricted stock	—	25,000	—		—		—		—		—
Forfeiture of restricted stock												Forfeiture of restricted stock	—	(200)	—		—		—		—		—

Share-based compensation expense												Share-based compensation expense	—	—	—		283		—		—		283
Stock options exercised												Stock options exercised	—	66,135	—		567		—		—		567
Cash dividends declared on common stock ($0.30 per share)												Cash dividends declared on common stock ($0.30 per share)	—	—	—		—		(4,480)		—		(4,480)
Balance at June 30, 2022												Balance at June 30, 2022	69,141	14,956,760	$	69,141	$	155,842	$	115,992	$	(6,600)	$	334,375

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

PCB Bancorp and Subsidiary

Consolidated Statements of Cash Flows (Unaudited)

($ in thousands)


		Nine Months Ended September 30,					Six Months Ended June 30,
		2021		2020			2022		2021
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income	Net income	$	29,427	$	10,388	Net income	$	19,332	$	18,404
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:						Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of premises and equipment	Depreciation of premises and equipment	1,053		1,118		Depreciation of premises and equipment	651		719
Net amortization of premiums on securities	Net amortization of premiums on securities	811		656		Net amortization of premiums on securities	232		590
Net accretion of discounts on loans	Net accretion of discounts on loans	(2,689)		(2,301)		Net accretion of discounts on loans	(1,815)		(1,757)
Net accretion of deferred loan fees	Net accretion of deferred loan fees	(4,662)		(1,988)		Net accretion of deferred loan fees	(1,771)		(2,679)
Amortization of servicing assets	Amortization of servicing assets	1,496		1,385		Amortization of servicing assets	1,061		970
Provision (reversal) for loan losses		(3,134)		11,077
Deferred tax expense (benefit)		1,111		(3,005)
Reversal for loan losses						Reversal for loan losses	(1,300)		(2,081)
Bank-owned life insurance income						Bank-owned life insurance income	(347)		—
Deferred tax expense						Deferred tax expense	1,785		568
Stock-based compensation	Stock-based compensation	323		592		Stock-based compensation	283		207

Gain on sale of loans	Gain on sale of loans	(9,558)		(3,044)		Gain on sale of loans	(5,816)		(5,289)
Originations of loans held-for-sale	Originations of loans held-for-sale	(126,774)		(100,507)		Originations of loans held-for-sale	(51,106)		(63,646)
Proceeds from sales of and principal collected on loans held-for-sale	Proceeds from sales of and principal collected on loans held-for-sale	109,409		75,389		Proceeds from sales of and principal collected on loans held-for-sale	84,802		59,576
Change in accrued interest receivable and other assets	Change in accrued interest receivable and other assets	3,191		(4,911)		Change in accrued interest receivable and other assets	(3,094)		2,390
Change in accrued interest payable and other liabilities	Change in accrued interest payable and other liabilities	(319)		(3,944)		Change in accrued interest payable and other liabilities	(4,119)		(767)
Net cash used in operating activities		(315)		(19,095)
Net cash provided by operating activities						Net cash provided by operating activities	38,778		7,205
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Purchase of securities available-for-sale	Purchase of securities available-for-sale	(47,306)		(36,640)		Purchase of securities available-for-sale	(38,033)		(39,538)
Proceeds from maturities and paydowns of securities available-for-sale	Proceeds from maturities and paydowns of securities available-for-sale	32,186		26,245		Proceeds from maturities and paydowns of securities available-for-sale	12,348		22,843

Proceeds from maturities and paydowns of securities held-to-maturity		—		1,309

Proceeds from sale of loans held-for-sale previously classified as held-for-investment	Proceeds from sale of loans held-for-sale previously classified as held-for-investment	5,355		664		Proceeds from sale of loans held-for-sale previously classified as held-for-investment	—		1,899
Net change in loans held-for-investment	Net change in loans held-for-investment	(123,698)		(129,337)		Net change in loans held-for-investment	(99,369)		(134,455)
Purchase of loans held-for-investment	Purchase of loans held-for-investment	(1,439)		—		Purchase of loans held-for-investment	—		(636)
Purchase of Federal Home Loan Bank stock	Purchase of Federal Home Loan Bank stock	(130)		(102)		Purchase of Federal Home Loan Bank stock	(1,606)		(130)
Proceeds from sale of other real estate owned	Proceeds from sale of other real estate owned	3,434		2,490		Proceeds from sale of other real estate owned	—		3,434
Purchases of premises and equipment	Purchases of premises and equipment	(315)		(1,714)		Purchases of premises and equipment	(1,194)		(251)
Net cash used in investing activities	Net cash used in investing activities	(131,913)		(137,085)		Net cash used in investing activities	(127,854)		(146,834)
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Net change in deposits	Net change in deposits	237,815		167,800		Net change in deposits	130,473		202,797

Proceeds from long-term Federal Home Loan Bank advances		—		140,000

Repayment of long-term Federal Home Loan Bank advances	Repayment of long-term Federal Home Loan Bank advances	(70,000)		(30,000)		Repayment of long-term Federal Home Loan Bank advances	(10,000)		(70,000)
Stock options exercised	Stock options exercised	1,035		636		Stock options exercised	567		782
Issuance of preferred stock						Issuance of preferred stock	69,141		—

Repurchase of common stock	Repurchase of common stock	(10,876)		(6,487)		Repurchase of common stock	—		(10,333)
Cash dividends paid on common stock	Cash dividends paid on common stock	(4,871)		(4,615)		Cash dividends paid on common stock	(4,480)		(3,094)
Net cash provided by financing activities	Net cash provided by financing activities	153,103		267,334		Net cash provided by financing activities	185,701		120,152
Net increase (decrease) in cash and cash equivalents	Net increase (decrease) in cash and cash equivalents	20,875		111,154		Net increase (decrease) in cash and cash equivalents	96,625		(19,477)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	194,098		146,228		Cash and cash equivalents at beginning of period	203,285		194,098
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	214,973	$	257,382	Cash and cash equivalents at end of period	$	299,910	$	174,621

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

109

PCB Bancorp and Subsidiary

Consolidated Statements of Cash Flows, Continued (Unaudited)

($ in thousands)


		Nine Months Ended September 30,					Six Months Ended June 30,
		2021		2020			2022		2021
Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:					Supplemental disclosures of cash flow information:
Interest paid	Interest paid	$	4,916	$	14,849	Interest paid	$	2,165	$	3,872
Income taxes paid	Income taxes paid	9,027		6,621		Income taxes paid	11,409		5,777
Supplemental disclosures of non-cash investment activities:	Supplemental disclosures of non-cash investment activities:					Supplemental disclosures of non-cash investment activities:
Loans transferred to loans held-for-sale	Loans transferred to loans held-for-sale	$	5,351	$	1,355	Loans transferred to loans held-for-sale	$	—	$	1,899
Loans transferred to other real estate owned	Loans transferred to other real estate owned	905		2,544		Loans transferred to other real estate owned	151		905
Reclassification of securities held-to-maturity to securities available-for-sale		—		18,777

Right of use assets obtained in exchange for lease obligations	Right of use assets obtained in exchange for lease obligations	1,247		105		Right of use assets obtained in exchange for lease obligations	964		136

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

1110

PCB Bancorp and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

Note 1 - Basis of Presentation and Significant Accounting Policies

Nature of Operations

PCB Bancorp is a bank holding company whose subsidiary is Pacific City Bank (the “Bank”)~~. The Bank~~, which is a single operating ~~segment that operates~~segment. As of June 30, 2022, the Bank operated 11 full-service branches in Los Angeles and Orange counties, California, 1 full-service branch in each of Englewood Cliffs, New Jersey and Bayside, New York, and 10 loan production offices (“LPOs”) in ~~Irvine,~~ Artesia, ~~and Los Angeles,~~ California; Annandale, Virginia; Atlanta, Georgia; ~~Chicago, Illinois;~~ Bellevue, Washington; Aurora, Colorado; and Carrollton, ~~Texas; and New York, New York.~~Texas. The Bank offers a broad range of loans, deposits, and other products and services predominantly to small and middle market businesses and individuals.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared pursuant to Article 10 of SEC Regulation S-X and other SEC rules and regulations for reporting on the Quarterly Report on Form 10-Q. Accordingly, certain disclosures required by U.S. generally accepted accounting principles (“GAAP”) are not included herein. These interim statements should be read in conjunction with the audited consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 filed by the Company with the SEC. The December 31, ~~2020~~2021 balance sheet presented herein has been derived from the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 filed with the SEC, but does not include all of the disclosures required by GAAP for complete financial statements.

In the opinion of management of the Company, the accompanying unaudited interim consolidated financial statements reflect all of the adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the consolidated financial condition and consolidated results of operations as of the dates and for the periods presented. Certain reclassifications have been made in the prior period financial statements to conform to the current period presentation. The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2021.~~2022.

Principles of Consolidation

The consolidated financial statements include the accounts of PCB Bancorp and its wholly owned subsidiary as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. Significant inter-company accounts and transactions have been eliminated in consolidation. Unless the context requires otherwise, all references to the Company include its wholly owned subsidiary.

Significant Accounting Policies

The accounting and reporting policies of the Company are based upon GAAP and conform to predominant practices within the banking industry. The Company has not made any significant changes in its critical accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 filed with the SEC.

Use of Estimates in the Preparation of Financial Statements

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates are subject to change and such change could have a material effect on the consolidated financial statements. Actual results may differ from those estimates.

~~Reclassification of Securities Held-To-Maturity to Securities Available-For-Sale~~

On June 30, 2020, the Company transferred securities held-to-maturity to securities available-for-sale as a part of the Company’s liquidity management plan in response to the COVID-19 pandemic. Management determined that its securities held-to-maturity no longer adhere to the Company’s current liquidity management plan and could be sold to potentially improve the Company’s liquidity position. Accordingly, the Company was no longer able to assert that it had the intent to hold these securities until maturity and the Company’s ability to assert that it has the intent and ability to hold to maturity debt securities will be limited for up to two years from the date of transfer. The Company transferred all securities held-to-maturity of $18.8 million to securities available-for-sale, which resulted in a pre-tax increase to accumulated other comprehensive income of $787 thousand.

1211

Loan Modifications Related to the COVID-19 Pandemic

As a part of the CARES Act, the temporary relief from troubled debt restructurings (“TDRs”) provided an option for financial institutions to suspend the GAAP requirements and regulatory determinations for loan modifications related to the COVID-19 pandemic that would otherwise be categorized as a TDR from March 1, 2020, through the earlier of 60 days after the date of the COVID-19 National Emergency comes to an end or December 31, 2020, if the loan was not more than 30 days past due as of December 31, 2019.

On April 7, 2020, the federal banking regulators also issued the Interagency Statement to encourage banks to work prudently with borrowers and describe the banking regulators’ interpretation of how accounting rules for TDR apply to certain modifications related to the COVID-19 pandemic.

On December 27, 2020, the Economic Aid Act was signed into law, which extended the applicable period of the temporary relief from TDRs under the CARES Act to the earlier of 60 days after the date of the COVID-19 National Emergency comes to an end or January 1, 2022.

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020, total~~2021, the Company had no loans under modified terms related to the COVID-19 ~~pandemic were none and $36.1 million, respectively.~~pandemic. All loans under modified terms related to the COVID-19 pandemic were accounted for under section 4013 of the CARES Act and not considered TDRs. All types of modifications had initial modification terms of 6-months or less and loans that were granted modifications related to the COVID-19 pandemic in excess of 6 months, on a cumulative basis, were classified as special mention or substandard. ~~In addition, all loans under modified terms related to the COVID-19 pandemic were current and on accrual status as of December 31, 2020; however, all~~All of these loans were monitored on an ongoing basis in accordance with each loan’s covenants and conditions for potential ~~downgrade~~changes in risk rating or ~~change in~~ accrual status.

Small Business Administration Paycheck Protection Program

The Small Business Administration (“SBA”) launched the Paycheck Protection Program (“PPP”) to provide a direct incentive for small businesses to keep their workers on the payroll in response to the COVID-19 pandemic. The SBA guarantees 100% of the PPP loans made to eligible borrowers, and the loans are eligible to be forgiven if certain conditions are met, at which point the SBA will make payments to the Bank for the forgiven amounts. These loans are included in the commercial and industrial loans portfolio and have an interest rate of 1%. The substantial majority of the SBA PPP loans funded in 2020 in the Company’s portfolio have a maturity of two years. On January 13, 2021, the SBA began accepting applications for second draw PPP loans. ~~During the nine months ended September 30, 2021, the Company had funded 1,153 SBA PPP loans totaling $107.0 million, net of unamortized deferred fees and costs.~~ SBA PPP loans funded in 2021 have a maturity of five years.

~~As of September 30, 2021, the Company had 800 SBA PPP loans totaling $101.9 million, net of unamortized deferred fees and costs, and recognized $145.4 million in forgiveness for 1,992 SBA PPP loans.~~ The Company defers loan origination fees on SBA PPP loans and amortizes these deferred fees and costs without prepayment assumption using the contractual lives of SBA PPP loans. As of June 30, 2022 and December 31, 2021, the Company had SBA PPP loans of $1.6 million and $65.3 million, respectively.

The SBA guarantee on PPP loans cannot be separated from the loan and therefore is not a separate unit of account. The Company considered the SBA guarantee in the allowance for loan losses evaluation and determined that it is not required to reserve an allowance on SBA PPP loans at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

Adopted Accounting Pronouncements

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, there were no significant accounting pronouncements applicable to the Company that became effective.

Recent Accounting Pronouncements Not Yet Adopted

The following is recently issued accounting pronouncements applicable to the Company that has not yet been adopted:

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 326).” The amendments in this ASU require that entities change the impairment model for most financial assets that are measured at amortized cost and certain other instruments from an incurred loss model to an expected loss model. Under this model, entities will estimate credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument. It includes financial assets such as loan receivables, held-to-maturity debt securities, net investment in leases that are not accounted for at fair value through net income, and certain off-balance sheet credit exposures. This ASU was effective for public business entities that are SEC filers for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In 2019, the FASB amended this ASU, which delays the effective date to 2023 for certain SEC filers that are Smaller Reporting Companies, which would apply to the Company. The Company plans to adopt this ASU, as well as any subsequent ASUs related to this ASU, at the delayed effective date of January 1, 2023.

The Company has formed a committee, developed an implementation plan, and engaged a software vendor to assist the Company to build a model. The Company is in the process of completing a readiness assessment and is engaged in the implementation phase of the project. The Company is working on: (i) developing a new expected loss model with supportable assumptions; (ii) identifying data, reporting, and disclosure gaps; (iii) assessing updates to accounting and credit risk policies; and (iv) documenting new processes and controls. Based on the Company’s initial assessment of this ASU, the Company expects to recognize a one-time cumulative effect adjustment to the allowance for loan losses which could potentially have a material impact on its consolidated financial statements as of the beginning of the first reporting period in which this ASU is effective.

In March 2022, the FASB issued ASU 2022-02, “Financial Instruments-Credit Losses (Topic 326) - Troubled Debt Restructuring and Vintage Disclosures.” The amendments in this ASU eliminates the accounting guidance for TDRs by creditors in ASC 310-40, “Receivables - Troubled Debt Restructurings by Creditors,” while enhancing disclosure requirements for restructurings involving borrowers that are experiencing financial difficulty. This Update also requires public business entities to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases. The Company will adopt this ASU at January1, 2023, the effective date of ASU 2016-13.

Note 2 - Fair Value Measurements

Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value including a three-level valuation hierarchy, and expands disclosures about fair value measurements. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The three-level fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are defined as follows:

•Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

•Level 2: Significant observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Fair value is measured on a recurring basis for certain assets and liabilities in which fair value is the primary basis of accounting. Additionally, fair value is used on a non-recurring basis to evaluate certain assets or liabilities for impairment or for disclosure purposes. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company records securities available-for-sale at fair value on a recurring basis. Certain other assets, such as loans held-for-sale, impaired loans, servicing assets and other real estate owned (“OREO”) are recorded at fair value on a non-recurring basis. Non-recurring fair value measurements typically involve assets that are periodically evaluated for impairment and for which any impairment is recorded in the period in which the re-measurement is performed. The following is a description of valuation methodologies used for assets and liabilities recorded at fair value:

Investment securities: The fair values of securities available-for-sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1) or matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2). Management reviews the valuation techniques and assumptions used by the provider and determines that the provider uses widely accepted valuation techniques based on observable market inputs appropriate for the type of security being measured. Securities held-to-maturity are not measured at fair value on a recurring basis.

Loans held-for-sale: The Company records SBA loans held-for-sale, residential property loans held-for-sale and certain non-residential real estate loans held-for-sale at the lower of cost or fair value, on an aggregate basis. The Company obtains fair values from a third party independent valuation service provider. Loans held-for-sale accounted for at the lower of cost or fair value are considered to be recognized at fair value when they are recorded at below cost, on an aggregate basis, and are classified as Level 2.

Impaired loans: Certain collateral-dependent impaired loans are recognized at fair value when they reflect partial write-downs, through charge-offs or specific reserve allowances, that are based on the current appraised or market-quoted value of the underlying collateral. In some cases, the properties for which market quotes or appraised values have been obtained are located in areas where comparable sales data is limited, outdated, or unavailable. Fair value estimates for collateral-dependent impaired loans are obtained from real estate brokers or other third-party consultants, and are classified as Level 3.

Other real estate owned: The Company initially records OREO at fair value at the time of foreclosure. Thereafter, OREO is recorded at the lower of cost or fair value based on their subsequent changes in fair value. The fair value of OREO is generally based on recent real estate appraisals adjusted for estimated selling costs. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments may be significant and result in a Level 3 classification due to the unobservable inputs used for determining fair value. Only OREO with a valuation allowance are considered to be carried at fair value.

Servicing Assets: Servicing assets represent the value associated with servicing loans that have been sold. The fair value for servicing assets is determined through discounted cash flow analysis and utilizes discount rates and prepayment speed assumptions as inputs. All of these assumptions require a significant degree of management estimation and judgment. The fair market valuation is performed on a quarterly basis for servicing assets. Servicing assets are accounted for at the lower of cost or market value and considered to be recognized at fair value when they are recorded at below cost and are classified as Level 3.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of dates indicated:


		Fair Value Measurement Level									Fair Value Measurement Level
($ in thousands)	($ in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		($ in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
September 30, 2021
June 30, 2022										June 30, 2022
Securities available-for-sale:	Securities available-for-sale:									Securities available-for-sale:
U.S. government agency and U.S. government sponsored enterprise securities:	U.S. government agency and U.S. government sponsored enterprise securities:									U.S. government agency and U.S. government sponsored enterprise securities:
Residential mortgage-backed securities	Residential mortgage-backed securities	$	—	$	91,485	$	—	$	91,485	Residential mortgage-backed securities	$	—	$	93,510	$	—	$	93,510
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	—		21,198		—		21,198		Residential collateralized mortgage obligations	—		24,680		—		24,680
SBA loan pool securities	SBA loan pool securities	—		9,667		—		9,667		SBA loan pool securities	—		10,792		—		10,792
Municipal bonds	Municipal bonds	—		5,708		—		5,708		Municipal bonds	—		5,272		—		5,272
Corporate bonds	Corporate bonds	—		5,044		—		5,044		Corporate bonds	—		4,813		—		4,813
Total securities available-for-sale	Total securities available-for-sale	—		133,102		—		133,102		Total securities available-for-sale	—		139,067		—		139,067
Total assets measured at fair value on a recurring basis	Total assets measured at fair value on a recurring basis	$	—	$	133,102	$	—	$	133,102	Total assets measured at fair value on a recurring basis	$	—	$	139,067	$	—	$	139,067
Total liabilities measured at fair value on a recurring basis	Total liabilities measured at fair value on a recurring basis	$	—	$	—	$	—	$	—	Total liabilities measured at fair value on a recurring basis	$	—	$	—	$	—	$	—
December 31, 2020
December 31, 2021										December 31, 2021
Securities available-for-sale:	Securities available-for-sale:									Securities available-for-sale:
U.S. government agency and U.S. government sponsored enterprise securities:	U.S. government agency and U.S. government sponsored enterprise securities:									U.S. government agency and U.S. government sponsored enterprise securities:
Residential mortgage-backed securities	Residential mortgage-backed securities	$	—	$	76,154	$	—	$	76,154	Residential mortgage-backed securities	$	—	$	84,713	$	—	$	84,713
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	—		26,467		—		26,467		Residential collateralized mortgage obligations	—		19,056		—		19,056
SBA loan pool securities	SBA loan pool securities	—		12,080		—		12,080		SBA loan pool securities	—		8,672		—		8,672
Municipal bonds	Municipal bonds	—		5,826		—		5,826		Municipal bonds	—		5,686		—		5,686
Corporate bonds										Corporate bonds	—		5,071		—		5,071
Total securities available-for-sale	Total securities available-for-sale	—		120,527		—		120,527		Total securities available-for-sale	—		123,198		—		123,198
Total assets measured at fair value on a recurring basis	Total assets measured at fair value on a recurring basis	$	—	$	120,527	$	—	$	120,527	Total assets measured at fair value on a recurring basis	$	—	$	123,198	$	—	$	123,198
Total liabilities measured at fair value on a recurring basis	Total liabilities measured at fair value on a recurring basis	$	—	$	—	$	—	$	—	Total liabilities measured at fair value on a recurring basis	$	—	$	—	$	—	$	—

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The following table presents the Company’s assets and liabilities measured at fair value on a non-recurring basis as of dates indicated:


		Fair Value Measurement Level									Fair Value Measurement Level
($ in thousands)	($ in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		($ in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
September 30, 2021
June 30, 2022										June 30, 2022

Total assets measured at fair value on a non-recurring basis	Total assets measured at fair value on a non-recurring basis	$	—	$	—	$	—	$	—	Total assets measured at fair value on a non-recurring basis	$	—	$	—	$	—	$	—
Total liabilities measured at fair value on a non-recurring basis	Total liabilities measured at fair value on a non-recurring basis	$	—	$	—	$	—	$	—	Total liabilities measured at fair value on a non-recurring basis	$	—	$	—	$	—	$	—
December 31, 2020
December 31, 2021										December 31, 2021
Impaired loans:	Impaired loans:									Impaired loans:
SBA property	SBA property	$	—	$	—	$	218	$	218	SBA property	$	—	$	—	$	17	$	17
Commercial lines of credit		—		—		904		904
SBA commercial term		—		—		255		255

Total impaired loans	Total impaired loans	—		—		1,377		1,377		Total impaired loans	—		—		17		17
Total assets measured at fair value on a non-recurring basis	Total assets measured at fair value on a non-recurring basis	$	—	$	—	$	1,377	$	1,377	Total assets measured at fair value on a non-recurring basis	$	—	$	—	$	17	$	17
Total liabilities measured at fair value on a non-recurring basis	Total liabilities measured at fair value on a non-recurring basis	$	—	$	—	$	—	$	—	Total liabilities measured at fair value on a non-recurring basis	$	—	$	—	$	—	$	—

The following table presents quantitative information about level 3 fair value measurements for assets measured at fair value on a non-recurring basis as of the ~~dates~~date indicated:

($ in thousands)

Fair Value

Valuation Technique(s)

Unobservable Input(s)

Range (Weighted-Average)

December 31, ~~2020~~2021

Impaired loans:

SBA property

~~218~~17

Fair value of collateral

~~Commercial lines of credit~~

~~904~~

~~Sales comparison approach~~

~~Adjustment for differences between the comparable estate sales~~

~~5% to 9% (7.6%)~~

~~SBA commercial term~~

~~255~~

~~Fair value of collateral~~

For assets measured at fair value, the following table presents the total net gains (losses), which include charge-offs, recoveries, and specific reserves recorded for the periods indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	($ in thousands)	2021		2020		2021		2020		($ in thousands)	2022		2021		2022		2021
Collateral dependent impaired loans:	Collateral dependent impaired loans:									Collateral dependent impaired loans:

SBA property	SBA property	$	—	$	(9)	$	32	$	(147)	SBA property	$	—	$	15	$	—	$	(2)
Commercial lines of credit	Commercial lines of credit	—		(79)		(136)		(799)		Commercial lines of credit	—		—		—		136
SBA commercial term	SBA commercial term	—		—		(30)		(164)		SBA commercial term	—		—		—		(5)

Other real estate owned	Other real estate owned	—		—		74		—		Other real estate owned	—		(1)		—		74
Net gains (losses) recognized	Net gains (losses) recognized	$	—	$	(88)	$	(60)	$	(1,110)	Net gains (losses) recognized	$	—	$	14	$	—	$	203

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the asset or obligation could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument. Because no market value exists for a significant portion of the financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature, involve uncertainties and matters of judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on financial instruments both on and off the consolidated balance sheet without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Additionally, tax consequences related to the realization of the unrealized gains and losses can have a potential effect on fair value estimates and have not been considered in many of the estimates. The following methods and assumptions were used to estimate the fair value of significant financial instruments.

~~Financial assets~~: The carrying amounts of interest-bearing deposits with other financial institutions and accrued interest receivable are considered to approximate fair value. The fair values of investment securities are generally based on matrix pricing (Level 2). The fair value of loans is estimated based on a discounted cash flow approach under an exit price notion. The fair value reflects the estimated yield that would be negotiated with a willing market participant. Because sale transactions of such loans are not readily observable, as many of the loans have unique risk characteristics, the valuation is based on significant unobservable inputs (Level 3). It is not practical to determine the fair value of Federal Home Loan Bank (“FHLB”) and other restricted stock due to restrictions placed on its transferability.

~~Financial liabilities~~: The carrying amounts of accrued interest payable are considered to approximate fair value. The fair value of deposits is estimated based on discounted cash flows. The discount rate is derived from the interest rates currently being offered for similar remaining maturities. Non-maturity deposits are estimated based on their historical decaying experiences (Level 3). The fair value of FHLB advances is estimated based on discounted cash flows. The discount rate is derived from the current market rates for borrowings with similar remaining maturities (Level 2).

~~Off-balance-sheet financial instruments~~: The fair value of commitments to extend credit and standby letters of credit is estimated using the fees currently charged to enter into similar agreements. The fair value of these financial instruments is not material and is excluded from the table below.

The following table presents the carrying value and estimated fair values of financial assets and liabilities as of the dates indicated:
Carrying Value Fair Value Fair Value Measurements
($ in thousands) Level 1 Level 2 Level 3
September 30, 2021
Financial assets:
Interest-bearing deposits in other financial institutions $ 195,285 $ 195,285 $ 195,285 $ — $ —
Securities available-for-sale 133,102 133,102 — 133,102 —
Loans held-for-sale 29,020 32,003 — 32,003 —
Net loans held-for-investment 1,684,071 1,698,852 — — 1,698,852
FHLB and other restricted stock 8,577 N/A N/A N/A N/A
Accrued interest receivable 5,515 5,515 7 280 5,228
Financial liabilities:
Deposits $ 1,832,666 $ 1,753,463 $ — $ — $ 1,753,463
FHLB advances 10,000 10,142 — 10,142 —
Accrued interest payable 745 745 — 1 744
December 31, 2020
Financial assets:
Interest-bearing deposits in other financial institutions $ 174,493 $ 174,493 $ 174,493 $ — $ —
Securities available-for-sale 120,527 120,527 — 120,527 —
Loans held-for-sale 1,979 2,112 — 2,112 —
Net loans held-for-investment 1,557,068 1,574,063 — — 1,574,063
FHLB and other restricted stock 8,447 N/A N/A N/A N/A
Accrued interest receivable 9,334 9,334 1 322 9,011
Financial liabilities:
Deposits $ 1,594,851 $ 1,594,112 $ — $ — $ 1,594,112
FHLB advances 80,000 80,321 — 80,321 —
Accrued interest payable 2,226 2,226 — 2 2,224


	Carrying Value		Fair Value		Fair Value Measurements
($ in thousands)					Level 1		Level 2		Level 3
June 30, 2022
Financial assets:
Interest-bearing deposits in other financial institutions	$	276,785	$	276,785	$	276,785	$	—	$	—
Securities available-for-sale	139,067		139,067		—		139,067		—

Loans held-for-sale	9,627		10,275		—		10,275		—
Net loans held-for-investment	1,811,830		1,790,987		—		—		1,790,987
Federal Home Loan Bank (“FHLB”) and other restricted stock	10,183		N/A		N/A		N/A		N/A
Accrued interest receivable	5,212		5,212		13		400		4,799
Financial liabilities:
Deposits	$	1,997,607	$	1,993,792	$	—	$	—	$	1,993,792

Accrued interest payable	602		602		—		—		602
December 31, 2021
Financial assets:
Interest-bearing deposits in other financial institutions	$	188,063	$	188,063	$	188,063	$	—	$	—
Securities available-for-sale	123,198		123,198		—		123,198		—

Loans held-for-sale	37,026		41,079		—		41,079		—
Net loans held-for-investment	1,709,824		1,725,022		—		—		1,725,022
FHLB and other restricted stock	8,577		N/A		N/A		N/A		N/A
Accrued interest receivable	5,368		5,368		1		337		5,030
Financial liabilities:
Deposits	$	1,867,134	$	1,867,635	$	—	$	—	$	1,867,635
FHLB advances	10,000		10,087		—		10,087		—
Accrued interest payable	771		771		—		1		770

1817

Note 3 - Investment Securities

The following table presents the amortized cost and fair value of the securities available-for-sale as of the dates indicated:


($ in thousands)	($ in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value		($ in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
September 30, 2021
June 30, 2022										June 30, 2022
Securities available-for-sale:	Securities available-for-sale:									Securities available-for-sale:
U.S. government agency and U.S. government sponsored enterprise securities:	U.S. government agency and U.S. government sponsored enterprise securities:									U.S. government agency and U.S. government sponsored enterprise securities:
Residential mortgage-backed securities	Residential mortgage-backed securities	$	91,446	$	976	$	(937)	$	91,485	Residential mortgage-backed securities	$	101,619	$	9	$	(8,118)	$	93,510
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	21,079		172		(53)		21,198		Residential collateralized mortgage obligations	25,705		9		(1,034)		24,680
SBA loan pool securities	SBA loan pool securities	9,406		266		(5)		9,667		SBA loan pool securities	11,007		51		(266)		10,792
Municipal bonds	Municipal bonds	5,339		369		—		5,708		Municipal bonds	5,307		7		(42)		5,272
Corporate bonds	Corporate bonds	5,000		44		—		5,044		Corporate bonds	5,000		—		(187)		4,813
Total securities available-for-sale	Total securities available-for-sale	$	132,270	$	1,827	$	(995)	$	133,102	Total securities available-for-sale	$	148,638	$	76	$	(9,647)	$	139,067

December 31, 2020
December 31, 2021										December 31, 2021
Securities available-for-sale:	Securities available-for-sale:									Securities available-for-sale:
U.S. government agency and U.S. government sponsored enterprise securities:	U.S. government agency and U.S. government sponsored enterprise securities:									U.S. government agency and U.S. government sponsored enterprise securities:
Residential mortgage-backed securities	Residential mortgage-backed securities	$	74,622	$	1,558	$	(26)	$	76,154	Residential mortgage-backed securities	$	85,346	$	625	$	(1,258)	$	84,713
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	26,216		294		(43)		26,467		Residential collateralized mortgage obligations	18,990		113		(47)		19,056
SBA loan pool securities	SBA loan pool securities	11,753		349		(22)		12,080		SBA loan pool securities	8,520		156		(4)		8,672
Municipal bonds	Municipal bonds	5,370		456		—		5,826		Municipal bonds	5,329		357		—		5,686
Corporate bonds										Corporate bonds	5,000		71		—		5,071
Total securities available-for-sale	Total securities available-for-sale	$	117,961	$	2,657	$	(91)	$	120,527	Total securities available-for-sale	$	123,185	$	1,322	$	(1,309)	$	123,198

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, pledged securities were ~~$110.8~~$68.7 million and ~~$117.8~~$110.9 million, respectively. These securities were pledged for the State Deposit from the California State Treasurer.

The following table presents the amortized cost and fair value of the ~~investment~~ securities available-for-sale by contractual maturity as of ~~September 30, 2021.~~the date indicated. Expected maturities may differ from contractual maturities, if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.


		Securities Available-For-Sale				June 30, 2022
($ in thousands)	($ in thousands)	Amortized Cost		Fair Value			($ in thousands)	Amortized Cost		Fair Value
Within one year	Within one year	$	307	$	311		Within one year	$	300	$	300
One to five years	One to five years	1,858		1,917			One to five years	1,839		1,842
Five to ten years	Five to ten years	5,834		5,898			Five to ten years	5,822		5,634
Greater than ten years	Greater than ten years	2,340		2,626			Greater than ten years	2,346		2,309
Residential mortgage-backed securities, residential collateralized mortgage obligations and SBA loan pool securities	Residential mortgage-backed securities, residential collateralized mortgage obligations and SBA loan pool securities	121,931		122,350			Residential mortgage-backed securities, residential collateralized mortgage obligations and SBA loan pool securities	138,331		128,982
Total	Total	$	132,270	$	133,102		Total	$	148,638	$	139,067

The ~~following table presents~~Company had no proceeds from sales and calls of securities available-for-sale during the three and ~~the associated gross gains~~six months ended June 30, 2022 and

~~losses realized through earnings upon the sales and calls of securities available-for-sale for the periods indicated:~~

Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2021 2020 2021 2020
Gross realized gains on sales and calls of securities available-for-sale $ — $ — $ — $ —
Gross realized losses on sales and calls of securities available-for-sale — — — —
Net realized gains (losses) on sales and calls of securities available-for-sale $ — $ — $ — $ —
Proceeds from sales and calls of securities available-for-sale $ — $ 185 $ — $ 185
Tax expense on sales and calls of securities available-for-sale $ — $ — $ — $ —
2021.

1918

The following table summarizes the investment securities with unrealized losses by security type and length of time in a continuous unrealized loss position as of the dates indicated:


		Length of Time that Individual Securities Have Been In a Continuous Unrealized Loss Position																Length of Time that Individual Securities Have Been In a Continuous Unrealized Loss Position
		Less Than 12 Months					12 Months or Longer					Total						Less Than 12 Months					12 Months or Longer					Total
($ in thousands)	($ in thousands)	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	($ in thousands)	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities
September 30, 2021
June 30, 2022																	June 30, 2022
Securities available-for-sale:	Securities available-for-sale:																Securities available-for-sale:
U.S. government agency and U.S. government sponsored enterprise securities:	U.S. government agency and U.S. government sponsored enterprise securities:																U.S. government agency and U.S. government sponsored enterprise securities:
Residential mortgage-backed securities	Residential mortgage-backed securities	$	51,552	$	(868)	28	$	1,904	$	(69)	1	$	53,456	$	(937)	29	Residential mortgage-backed securities	$	68,576	$	(4,963)	95	$	21,103	$	(3,155)	15	$	89,679	$	(8,118)	110
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	2,794		(53)		1	—		—		—	2,794		(53)		1	Residential collateralized mortgage obligations	18,553		(1,034)		37	—		—		—	18,553		(1,034)		37
SBA loan pool securities	SBA loan pool securities	—		—		—	158		(5)		1	158		(5)		1	SBA loan pool securities	4,923		(265)		10	84		(1)		1	5,007		(266)		11

Municipal bonds																	Municipal bonds	2,851		(42)		8	—		—		—	2,851		(42)		8
Corporate bonds																	Corporate bonds	4,813		(187)		1	—		—		—	4,813		(187)		1
Total securities available-for-sale	Total securities available-for-sale	$	54,346	$	(921)	29	$	2,062	$	(74)	2	$	56,408	$	(995)	31	Total securities available-for-sale	$	99,716	$	(6,491)	151	$	21,187	$	(3,156)	16	$	120,903	$	(9,647)	167

December 31, 2020
December 31, 2021																	December 31, 2021
Securities available-for-sale:	Securities available-for-sale:																Securities available-for-sale:
U.S. government agency and U.S. government sponsored enterprise securities:	U.S. government agency and U.S. government sponsored enterprise securities:																U.S. government agency and U.S. government sponsored enterprise securities:
Residential mortgage-backed securities	Residential mortgage-backed securities	$	5,773	$	(26)	4	$	—	$	—	—	$	5,773	$	(26)	4	Residential mortgage-backed securities	$	46,945	$	(931)	32	$	8,885	$	(327)	5	$	55,830	$	(1,258)	37
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	2,424		(4)		3	5,127		(39)		6	7,551		(43)		9	Residential collateralized mortgage obligations	2,897		(47)		4	—		—		—	2,897		(47)		4
SBA loan pool securities	SBA loan pool securities	1,677		(4)		2	1,869		(18)		4	3,546		(22)		6	SBA loan pool securities	—		—		—	156		(4)		1	156		(4)		1

Total securities available-for-sale	Total securities available-for-sale	$	9,874	$	(34)	9	$	6,996	$	(57)	10	$	16,870	$	(91)	19	Total securities available-for-sale	$	49,842	$	(978)	36	$	9,041	$	(331)	6	$	58,883	$	(1,309)	42

The Company performs an other-than-temporary impairment (“OTTI”) assessment at least on a quarterly basis. OTTI is recognized when fair value is below the amortized cost where: (i) an entity has the intent to sell the security; (ii) it is more likely than not that an entity will be required to sell the security before recovery of its amortized cost basis; or (iii) an entity does not expect to recover the entire amortized cost basis of the security.

All individual securities in a continuous unrealized loss position for 12 months or more as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 had an investment grade rating upon purchase. The issuers of these securities have not established any cause for default on these securities and various rating agencies have reaffirmed their long-term investment grade status as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. These securities have fluctuated in value since their purchase dates as market interest rates fluctuated. The Company does not intend to sell these securities and it is more likely than not that the Company will not be required to sell before the recovery of its amortized cost basis. The Company determined that the investment securities with unrealized losses for twelve months or more are not other-than-temporary impaired, and, therefore, no impairment was recognized during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.

2019

Note 4 - Loans and Allowance for Loan Losses

Loans Held-For-Investment

The following table presents, by recorded investment, the composition of the Company’s loans held-for-investment (net of deferred fees and costs) as of the dates indicated:


($ in thousands)	($ in thousands)	September 30, 2021		December 31, 2020		($ in thousands)	June 30, 2022		December 31, 2021
Real estate loans:	Real estate loans:					Real estate loans:
Commercial property	Commercial property	$	1,054,351	$	880,736	Commercial property	$	1,204,142	$	1,105,843
Residential property	Residential property	201,635		198,431		Residential property	258,259		209,485
SBA property	SBA property	127,845		126,570		SBA property	131,420		129,661
Construction	Construction	6,572		15,199		Construction	12,595		8,252
Total real estate loans	Total real estate loans	1,390,403		1,220,936		Total real estate loans	1,606,416		1,453,241
Commercial and industrial loans:	Commercial and industrial loans:					Commercial and industrial loans:
Commercial term	Commercial term	74,390		87,250		Commercial term	73,885		73,438
Commercial lines of credit	Commercial lines of credit	101,456		96,087		Commercial lines of credit	111,916		100,936
SBA commercial term	SBA commercial term	18,338		21,878		SBA commercial term	16,985		17,640
SBA PPP	SBA PPP	101,901		135,654		SBA PPP	1,583		65,329
Total commercial and industrial loans	Total commercial and industrial loans	296,085		340,869		Total commercial and industrial loans	204,369		257,343
Other consumer loans	Other consumer loans	21,390		21,773		Other consumer loans	22,225		21,621
Loans held-for-investment	Loans held-for-investment	1,707,878		1,583,578		Loans held-for-investment	1,833,010		1,732,205
Allowance for loan losses	Allowance for loan losses	(23,807)		(26,510)		Allowance for loan losses	(21,071)		(22,381)
Net loans held-for-investment	Net loans held-for-investment	$	1,684,071	$	1,557,068	Net loans held-for-investment	$	1,811,939	$	1,709,824

The Company had no loans under modified terms related to the COVID-19 pandemic as of June 30, 2022 and December 31, 2021.

In the ordinary course of business, the Company may grant loans to certain officers and directors, and the companies with which they are associated. As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had ~~$398~~$115 thousand and ~~$3.9 million,~~$398 thousand, respectively, of such loans outstanding.

~~SBA PPP loans~~

~~The following table presents a summary of SBA PPP loans as of September 30, 2021:~~

($ in thousands) Number of Loans Amount
Loan amount:
$50,000 or less 436 $ 8,913
Over $50,000 and less than $350,000 286 39,689
Over $350,000 and less than $2,000,000 77 50,116
$2,000,000 or more 1 3,183
Total 800 $ 101,901

2120

Allowance for Loan Losses

The following ~~table presents~~tables present the activities in allowance for loan losses by portfolio segment, which is consistent with the Company’s methodology for determining allowance for loan losses, for the ~~three months ended September 30, 2021 and 2020:~~periods indicated:


($ in thousands)	($ in thousands)	Real Estate		Commercial and Industrial		Other Consumer		Total		($ in thousands)	Real Estate		Commercial and Industrial		Other Consumer		Total
Balance at July 1, 2021		$	18,672	$	5,866	$	351	$	24,889
Balance at April 1, 2022										Balance at April 1, 2022	$	16,602	$	4,356	$	240	$	21,198
Charge-offs										Charge-offs	—		(17)		(30)		(47)
Recoveries on loans previously charged off										Recoveries on loans previously charged off	—		18		11		29
Reversal for loan losses										Reversal for loan losses	(11)		(82)		(16)		(109)
Balance at June 30, 2022										Balance at June 30, 2022	$	16,591	$	4,275	$	205	$	21,071

Balance at April 1, 2021										Balance at April 1, 2021	$	18,693	$	6,468	$	353	$	25,514
Charge-offs	Charge-offs	—		(84)		(43)		(127)		Charge-offs	—		(11)		(22)		(33)
Recoveries on loans previously charged off	Recoveries on loans previously charged off	—		94		4		98		Recoveries on loans previously charged off	17		310		15		342
Provision (reversal) for loan losses	Provision (reversal) for loan losses	(733)		(336)		16		(1,053)		Provision (reversal) for loan losses	(38)		(901)		5		(934)
Balance at September 30, 2021		$	17,939	$	5,540	$	328	$	23,807
Balance at June 30, 2021										Balance at June 30, 2021	$	18,672	$	5,866	$	351	$	24,889

Balance at July 1, 2020		$	15,545	$	4,337	$	366	$	20,248
Charge-offs		—		—		(102)		(102)
Recoveries on loans previously charged off		—		18		56		74
Provision (reversal) for loan losses		2,556		1,686		84		4,326
Balance at September 30, 2020		$	18,101	$	6,041	$	404	$	24,546

The following table presents the activities in allowance for loan losses by portfolio segment, which is consistent with the Company’s methodology for determining allowance for loan losses, for the nine months ended September 30, 2021 and 2020:

($ in thousands) Real Estate Commercial and Industrial Other Consumer Total
Balance at January 1, 2021 $ 18,894 $ 7,222 $ 394 $ 26,510
Charge-offs (18) (100) (87) (205)
Recoveries on loans previously charged off 47 553 36 636
Provision (reversal) for loan losses (984) (2,135) (15) (3,134)
Balance at September 30, 2021 $ 17,939 $ 5,540 $ 328 $ 23,807
Balance at January 1, 2020 $ 9,854 $ 4,354 $ 172 $ 14,380
Charge-offs (138) (916) (241) (1,295)
Recoveries on loans previously charged off 56 223 105 384
Provision (reversal) for loan losses 8,329 2,380 368 11,077
Balance at September 30, 2020 $ 18,101 $ 6,041 $ 404 $ 24,546



($ in thousands)	Real Estate		Commercial and Industrial		Other Consumer		Total
Balance at January 1, 2022	$	16,797	$	5,310	$	274	$	22,381
Charge-offs	—		(17)		(42)		(59)
Recoveries on loans previously charged off	—		23		26		49
Reversal for loan losses	(206)		(1,041)		(53)		(1,300)
Balance at June 30, 2022	$	16,591	$	4,275	$	205	$	21,071

Balance at January 1, 2021	$	18,894	$	7,222	$	394	$	26,510
Charge-offs	(18)		(16)		(44)		(78)
Recoveries on loans previously charged off	47		459		32		538
Reversal for loan losses	(251)		(1,799)		(31)		(2,081)
Balance at June 30, 2021	$	18,672	$	5,866	$	351	$	24,889

The following table presents the information on allowance for loan losses and recorded investments by portfolio segment and impairment methodology as of the dates indicated:


($ in thousands)	($ in thousands)	Real Estate		Commercial and Industrial		Other Consumer		Total		($ in thousands)	Real Estate		Commercial and Industrial		Other Consumer		Total
September 30, 2021
June 30, 2022										June 30, 2022
Allowance for loan losses:	Allowance for loan losses:									Allowance for loan losses:
Individually evaluated for impairment	Individually evaluated for impairment	$	—	$	—	$	—	$	—	Individually evaluated for impairment	$	—	$	—	$	—	$	—
Collectively evaluated for impairment	Collectively evaluated for impairment	17,939		5,540		328		23,807		Collectively evaluated for impairment	16,591		4,275		205		21,071
Total	Total	$	17,939	$	5,540	$	328	$	23,807	Total	$	16,591	$	4,275	$	205	$	21,071
Loans receivable:	Loans receivable:									Loans receivable:
Individually evaluated for impairment	Individually evaluated for impairment	$	1,344	$	325	$	—	$	1,669	Individually evaluated for impairment	$	1,564	$	190	$	—	$	1,754
Collectively evaluated for impairment	Collectively evaluated for impairment	1,389,059		295,760		21,390		1,706,209		Collectively evaluated for impairment	1,604,852		204,179		22,225		1,831,256
Total	Total	$	1,390,403	$	296,085	$	21,390	$	1,707,878	Total	$	1,606,416	$	204,369	$	22,225	$	1,833,010
December 31, 2020
December 31, 2021										December 31, 2021
Allowance for loan losses:	Allowance for loan losses:									Allowance for loan losses:
Individually evaluated for impairment	Individually evaluated for impairment	$	3	$	2	$	—	$	5	Individually evaluated for impairment	$	—	$	—	$	—	$	—
Collectively evaluated for impairment	Collectively evaluated for impairment	18,891		7,220		394		26,505		Collectively evaluated for impairment	16,797		5,310		274		22,381
Total	Total	$	18,894	$	7,222	$	394	$	26,510	Total	$	16,797	$	5,310	$	274	$	22,381
Loans receivable:	Loans receivable:									Loans receivable:
Individually evaluated for impairment	Individually evaluated for impairment	$	2,200	$	1,531	$	—	$	3,731	Individually evaluated for impairment	$	1,314	$	221	$	—	$	1,535
Collectively evaluated for impairment	Collectively evaluated for impairment	1,218,736		339,338		21,773		1,579,847		Collectively evaluated for impairment	1,451,927		257,122		21,621		1,730,670
Total	Total	$	1,220,936	$	340,869	$	21,773	$	1,583,578	Total	$	1,453,241	$	257,343	$	21,621	$	1,732,205

Credit Quality Indicators

The Company classifies loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, collateral adequacy, credit documentation, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans in regards to credit risk. This analysis typically includes non-homogeneous loans, such as commercial property and commercial and industrial loans, and is performed on an ongoing basis as new information is obtained. The Company uses the following definitions for risk ratings:

Pass - Loans classified as pass include non-homogeneous loans not meeting the risk ratings defined below and smaller, homogeneous loans not assessed on an individual basis.

Special Mention - Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard - Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or repayment in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

The following table presents the risk categories for the recorded investment in loans by portfolio segment as of dates indicated:


($ in thousands)	($ in thousands)	Pass		Special Mention		Substandard		Doubtful		Total		($ in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
September 30, 2021
June 30, 2022												June 30, 2022
Real estate loans:	Real estate loans:											Real estate loans:
Commercial property	Commercial property	$	1,040,685	$	11,801	$	1,865	$	—	$	1,054,351	Commercial property	$	1,200,147	$	3,304	$	691	$	—	$	1,204,142
Residential property	Residential property	201,635		—		—		—		201,635		Residential property	257,808		—		451		—		258,259
SBA property	SBA property	125,672		254		1,919		—		127,845		SBA property	129,640		249		1,531		—		131,420
Construction	Construction	6,572		—		—		—		6,572		Construction	12,595		—		—		—		12,595
Commercial and industrial loans:	Commercial and industrial loans:											Commercial and industrial loans:
Commercial term	Commercial term	69,694		3,550		1,146		—		74,390		Commercial term	71,377		1,462		1,046		—		73,885
Commercial lines of credit	Commercial lines of credit	100,007		1,449		—		—		101,456		Commercial lines of credit	110,815		1,101		—		—		111,916
SBA commercial term	SBA commercial term	17,695		261		382		—		18,338		SBA commercial term	16,551		197		237		—		16,985
SBA PPP	SBA PPP	101,901		—		—		—		101,901		SBA PPP	1,583		—		—		—		1,583
Other consumer loans	Other consumer loans	21,357		—		33		—		21,390		Other consumer loans	22,201		—		24		—		22,225
Total	Total	$	1,685,218	$	17,315	$	5,345	$	—	$	1,707,878	Total	$	1,822,717	$	6,313	$	3,980	$	—	$	1,833,010
December 31, 2020
December 31, 2021												December 31, 2021
Real estate loans:	Real estate loans:											Real estate loans:
Commercial property	Commercial property	$	866,508	$	10,268	$	3,960	$	—	$	880,736	Commercial property	$	1,092,253	$	11,739	$	1,851	$	—	$	1,105,843
Residential property	Residential property	198,242		—		189		—		198,431		Residential property	209,485		—		—		—		209,485
SBA property	SBA property	123,147		251		3,172		—		126,570		SBA property	127,518		251		1,892		—		129,661
Construction	Construction	15,199		—		—		—		15,199		Construction	8,252		—		—		—		8,252
Commercial and industrial loans:	Commercial and industrial loans:											Commercial and industrial loans:
Commercial term	Commercial term	81,724		4,362		1,164		—		87,250		Commercial term	68,626		3,698		1,114		—		73,438
Commercial lines of credit	Commercial lines of credit	93,883		1,299		905		—		96,087		Commercial lines of credit	98,785		2,151		—		—		100,936
SBA commercial term	SBA commercial term	20,923		281		674		—		21,878		SBA commercial term	17,111		253		276		—		17,640
SBA PPP	SBA PPP	135,654		—		—		—		135,654		SBA PPP	65,329		—		—		—		65,329
Other consumer loans	Other consumer loans	21,707		—		66		—		21,773		Other consumer loans	21,586		—		35		—		21,621
Total	Total	$	1,556,987	$	16,461	$	10,130	$	—	$	1,583,578	Total	$	1,708,945	$	18,092	$	5,168	$	—	$	1,732,205

The Company had no loans under modified terms related to the COVID-19 pandemic as of September 30, 2021. The following table presents the risk categories for the recorded investment in loans under modified terms related to the COVID-19 pandemic by portfolio segment as of December 31, 2020:

($ in thousands) Pass Special Mention Substandard Doubtful Total
December 31, 2020
Real estate loans:
Commercial property $ 13,158 $ 10,268 $ 706 $ — $ 24,132
Residential property 425 — — — 425
SBA property 3,941 251 — — 4,192
Commercial and industrial loans:
Commercial term — 4,362 1,165 — 5,527
SBA commercial term 1,769 — 72 — 1,841
Total $ 19,293 $ 14,881 $ 1,943 $ — $ 36,117

~~Loans that were granted modifications related to the COVID-19 pandemic in excess of 6 months, on a cumulative basis, were classified as special mention or substandard.~~

2422

Past Due and Nonaccrual Loans

The following table presents the aging of past due recorded investment in accruing loans and nonaccrual loans by portfolio segment as of dates indicated:


		Still Accruing											Still Accruing
($ in thousands)	($ in thousands)	30 to 59 Days Past Due		60 to 89 Days Past Due		90 or More Days Past Due		Nonaccrual		Total Past Due and Nonaccrual		($ in thousands)	30 to 59 Days Past Due		60 to 89 Days Past Due		90 or More Days Past Due		Nonaccrual		Total Past Due and Nonaccrual
September 30, 2021
June 30, 2022												June 30, 2022
Real estate loans:	Real estate loans:											Real estate loans:

Residential property	Residential property	$	189	$	—	$	—	$	—	$	189	Residential property	$	372	$	—	$	—	$	450	$	822
SBA property	SBA property	—		—		—		766		766		SBA property	191		—		—		564		755

Commercial and industrial loans:	Commercial and industrial loans:											Commercial and industrial loans:
Commercial term		—		—		3		—		3

SBA commercial term	SBA commercial term	—		—		—		314		314		SBA commercial term	—		—		—		185		185
SBA PPP		62		—		—		—		62

Other consumer loans	Other consumer loans	41		—		—		33		74		Other consumer loans	119		—		—		24		143
Total	Total	$	292	$	—	$	3	$	1,113	$	1,408	Total	$	682	$	—	$	—	$	1,223	$	1,905
December 31, 2020
December 31, 2021												December 31, 2021
Real estate loans:	Real estate loans:											Real estate loans:
Commercial property		$	—	$	—	$	—	$	524	$	524

Residential property	Residential property	182		—		—		189		371		Residential property	$	461	$	—	$	—	$	—	$	461
SBA property	SBA property	—		—		—		885		885		SBA property	—		—		—		746		746

Commercial and industrial loans:	Commercial and industrial loans:											Commercial and industrial loans:

Commercial lines of credit		—		—		—		904		904

SBA commercial term	SBA commercial term	—		—		—		595		595		SBA commercial term	—		—		—		213		213
Other consumer loans	Other consumer loans	120		36		—		66		222		Other consumer loans	88		5		—		35		128
Total	Total	$	302	$	36	$	—	$	3,163	$	3,501	Total	$	549	$	5	$	—	$	994	$	1,548

There were no nonaccrual loans guaranteed by a U.S. government agency at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

~~All loans under modified terms related to the COVID-19 pandemic were on accrual status and current at December 31, 2020.~~

Impaired Loans

The following table presents loans individually evaluated for impairment by portfolio segment as of the dates indicated. The recorded investment presents customer balances net of any partial charge-offs recognized on the loans and net of any deferred fees and costs.


		With No Allowance Recorded				With an Allowance Recorded							With No Allowance Recorded				With an Allowance Recorded
($ in thousands)	($ in thousands)	Recorded Investment		Unpaid Principal Balance		Recorded Investment		Unpaid Principal Balance		Related Allowance		($ in thousands)	Recorded Investment		Unpaid Principal Balance		Recorded Investment		Unpaid Principal Balance		Related Allowance
September 30, 2021
June 30, 2022												June 30, 2022
Real estate loans:												Real estate loans:
Commercial property												Commercial property	$	322	$	321	$	—	$	—	$	—
Residential property												Residential property	450		451		—		—		—
SBA property												SBA property	792		831		—		—		—

Commercial and industrial loans:												Commercial and industrial loans:

SBA commercial term												SBA commercial term	190		196		—		—		—

Total												Total	$	1,754	$	1,799	$	—	$	—	$	—
December 31, 2021												December 31, 2021
Real estate loans:	Real estate loans:											Real estate loans:
Commercial property	Commercial property	$	328	$	327	$	—	$	—	$	—	Commercial property	$	326	$	325	$	—	$	—	$	—

SBA property	SBA property	1,016		1,062		—		—		—		SBA property	988		1,033		—		—		—

Commercial and industrial loans:	Commercial and industrial loans:											Commercial and industrial loans:
Commercial term	Commercial term	5		5		—		—		—		Commercial term	2		2		—		—		—

SBA commercial term	SBA commercial term	320		332		—		—		—		SBA commercial term	219		227		—		—		—

Total	Total	$	1,669	$	1,726	$	—	$	—	$	—	Total	$	1,535	$	1,587	$	—	$	—	$	—
December 31, 2020
Real estate loans:
Commercial property		$	856	$	855	$	—	$	—	$	—
Residential property		189		189		—		—		—
SBA property		1,108		1,198		47		45		3

Commercial and industrial loans:
Commercial term		18		18		—		—		—
Commercial lines of credit		905		905		—		—		—
SBA commercial term		592		632		16		18		2

Total		$	3,668	$	3,797	$	63	$	63	$	5

2623

The following ~~table presents~~tables present information on the recorded investment in impaired loans by portfolio segment for the ~~three months ended September 30, 2021 and 2020:~~periods indicated:


		Three Months Ended September 30,									Three Months Ended June 30,
		2021				2020					2022				2021
($ in thousands)	($ in thousands)	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		($ in thousands)	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income
Real estate loans:	Real estate loans:									Real estate loans:
Commercial property	Commercial property	$	329	$	6	$	336	$	6	Commercial property	$	323	$	6	$	330	$	5

Residential property										Residential property	456		—		—		—
SBA property	SBA property	1,026		3		1,203		4		SBA property	880		3		1,048		3

Commercial and industrial loans:	Commercial and industrial loans:									Commercial and industrial loans:
Commercial term	Commercial term	8		—		24		—		Commercial term	—		—		13		—
Commercial lines of credit		—		—		1,747		—

SBA commercial term	SBA commercial term	327		—		395		—		SBA commercial term	197		—		616		1

Total	Total	$	1,690	$	9	$	3,705	$	10	Total	$	1,856	$	9	$	2,007	$	9

~~The following table presents information on the recorded investment in impaired loans by portfolio segment for the nine months ended September 30, 2021 and 2020:~~


		Nine Months Ended September 30,									Six Months Ended June 30,
		2021				2020					2022				2021
($ in thousands)	($ in thousands)	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		($ in thousands)	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income
Real estate loans:	Real estate loans:									Real estate loans:
Commercial property	Commercial property	$	330	$	17	$	337	$	17	Commercial property	$	324	$	11	$	331	$	11

Residential property										Residential property	458		—		—		—
SBA property	SBA property	1,140		13		1,554		13		SBA property	931		6		1,196		10

Commercial and industrial loans:	Commercial and industrial loans:									Commercial and industrial loans:
Commercial term	Commercial term	12		—		25		1		Commercial term	—		—		14		—
Commercial lines of credit		—		—		2,085		—

SBA commercial term	SBA commercial term	410		1		451		1		SBA commercial term	204		—		452		1

Total	Total	$	1,892	$	31	$	4,452	$	32	Total	$	1,917	$	17	$	1,993	$	22

The following presents a summary of interest foregone on impaired loans for the periods indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	($ in thousands)	2021		2020		2021		2020		($ in thousands)	2022		2021		2022		2021
Interest income that would have been recognized had impaired loans performed in accordance with their original terms	Interest income that would have been recognized had impaired loans performed in accordance with their original terms	$	23	$	53	$	78	$	198	Interest income that would have been recognized had impaired loans performed in accordance with their original terms	$	24	$	27	$	50	$	55
Less: interest income recognized on impaired loans on a cash basis	Less: interest income recognized on impaired loans on a cash basis	(9)		(10)		(31)		(32)		Less: interest income recognized on impaired loans on a cash basis	(9)		(9)		(17)		(22)
Interest income foregone on impaired loans	Interest income foregone on impaired loans	$	14	$	43	$	47	$	166	Interest income foregone on impaired loans	$	15	$	18	$	33	$	33

2724

Troubled Debt Restructurings

The following table presents the composition of loans that were modified as TDRs by portfolio segment as of the dates indicated:


		September 30, 2021						December 31, 2020							June 30, 2022						December 31, 2021
($ in thousands)	($ in thousands)	Accruing		Nonaccrual		Total		Accruing		Nonaccrual		Total		($ in thousands)	Accruing		Nonaccrual		Total		Accruing		Nonaccrual		Total
Real estate loans:	Real estate loans:													Real estate loans:
Commercial property	Commercial property	$	328	$	—	$	328	$	333	$	—	$	333	Commercial property	$	321	$	—	$	321	$	326	$	—	$	326

SBA property	SBA property	250		26		276		270		5		275		SBA property	229		10		239		242		17		259

Commercial and industrial loans:	Commercial and industrial loans:													Commercial and industrial loans:
Commercial term	Commercial term	5		—		5		18		—		18		Commercial term	—		—		—		2		—		2

SBA commercial term	SBA commercial term	6		—		6		13		—		13		SBA commercial term	5		—		5		6		—		6

Total	Total	$	589	$	26	$	615	$	634	$	5	$	639	Total	$	555	$	10	$	565	$	576	$	17	$	593

There were no new loans that were modified as TDRs for the three and six months ended ~~September~~June 30, ~~2021 or 2020. The following table presents information on new loans that were modified as TDRs for the nine months ended September 30, 2021~~2022 and ~~2020:~~

Nine Months Ended September 30,
2021 2020
($ in thousands) Number of Loans Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Number of Loans Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment
Commercial and industrial loans:
SBA commercial term (1)
— $ — $ — 2 $ 37 $ 37
Total — $ — $ — 2 $ 37 $ 37

~~(1) Modified by deferral of principal payment.~~2021.

The Company had no commitments to lend to customers with outstanding loans that were classified as TDRs as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

The determination of the allowance for loan losses related to TDRs depends on the collectability of principal and interest, according to the modified repayment terms. Loans that were modified as TDRs were individually evaluated for impairment and the Company allocated no allowance for loan losses as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

There were no loans that were modified as TDRs for which there was a payment default within twelve months following the modification for the three and six months ended ~~September~~June 30, 2021 or 2020. The following table presents information on loans that were modified as TDRs for which there was a payment default within twelve months following the modification for the nine months ended September 30, 20212022 and ~~2020:~~

Nine Months Ended September 30,
2021 2020
($ in thousands) Number of Loans Recorded Investment at Date of Default Number of Loans Recorded Investment at Date of Default
Commercial and industrial loans:
SBA commercial term — $ — 1 $ 26
Total — $ — 1 $ 26
2021.

2825

Purchases, Sales, and Transfers

The following table presents a summary of loans held-for-investment transferred to loans held-for-sale for the periods indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	($ in thousands)	2021		2020		2021		2020		($ in thousands)	2022		2021		2022		2021
Real estate loans:	Real estate loans:									Real estate loans:
Commercial property	Commercial property	$	3,452	$	—	$	5,162	$	—	Commercial property	$	—	$	1,710	$	—	$	1,710
Residential property	Residential property	—		—		189		1,125		Residential property	—		189		—		189

Commercial and industrial loans:

SBA commercial term		—		—		—		230

Total	Total	$	3,452	$	—	$	5,351	$	1,355	Total	$	—	$	1,899	$	—	$	1,899

The ~~following table presents a summary of~~Company had no loans that were transferred from loans held-for-sale ~~transferred~~ to loans ~~held-for-investment for~~held-for investment during the ~~periods indicated:~~

Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2021 2020 2021 2020
Real estate loans:
Residential property $ — $ — $ — $ 697
Total $ — $ — $ — $ 697
three and six months ended June 30, 2022 and 2021.

The following table presents a summary of purchases of loans held-for-investment for the periods indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	($ in thousands)	2021		2020		2021		2020		($ in thousands)	2022		2021		2022		2021
Real estate loans:	Real estate loans:									Real estate loans:

Residential property	Residential property	$	803	$	—	$	1,439	$	—	Residential property	$	—	$	636	$	—	$	636

Total	Total	$	803	$	—	$	1,439	$	—	Total	$	—	$	636	$	—	$	636

Loans Held-For-Sale

The following table presents a composition of loans held-for-sale as of the dates indicated:


($ in thousands)	($ in thousands)	September 30, 2021		December 31, 2020		($ in thousands)	June 30, 2022		December 31, 2021
Real estate loans:	Real estate loans:					Real estate loans:

Residential property		$	—	$	300

SBA property	SBA property	28,036		1,411		SBA property	$	8,040	$	33,603

Commercial and industrial loans:	Commercial and industrial loans:					Commercial and industrial loans:

SBA commercial term	SBA commercial term	984		268		SBA commercial term	1,587		3,423

Total	Total	$	29,020	$	1,979	Total	$	9,627	$	37,026

Loans held-for-sale are carried at the lower of cost or fair value. When a determination is made at the time of commitment to originate as held-for-investment, it is the Company’s intent to hold these loans to maturity or for the “foreseeable future,” subject to periodic reviews under the Company’s management evaluation processes, including asset/liability management and credit risk management. When the Company subsequently changes its intent to hold certain loans, the loans are transferred to held-for-sale at the lower of cost or fair value. Certain loans are transferred to held-for-sale with write-downs to allowance for loan losses.

2926

Note 5 - Servicing Assets

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, total servicing assets were ~~$7.0~~$7.7 million and ~~$6.4~~$7.3 million, respectively. The Company sells SBA loans and certain residential property loans with servicing retained. The Company sold loans of ~~$45.0~~$38.4 million and ~~$8.6~~$34.1 million, respectively, with the servicing rights retained and recognized a net gain on sale of ~~$4.3~~$2.0 million and ~~$689 thousand,~~$4.0 million, respectively, during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the Company sold ~~$90.1~~loans of $78.1 million and ~~$47.1~~$45.0 million, respectively, with the servicing rights retained and recognized a net gain on sale of ~~$9.4~~$5.8 million and ~~$2.8~~$5.1 million, respectively. Loan servicing income was ~~$655~~$755 thousand and ~~$856~~$545 thousand for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020, respectively.~~2021. For the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, loan servicing income was ~~$2.1~~$1.5 million and ~~$2.3~~$1.4 million, ~~respectively,~~respectively.

The following table presents the composition of servicing assets with key assumptions used to estimate the fair value as of the dates indicated:


		September 30, 2021									December 31, 2020										June 30, 2022									December 31, 2021
($ in thousands)	($ in thousands)	Residential Property			SBA Property			SBA Commercial Term			Residential Property			SBA Property			SBA Commercial Term			($ in thousands)	Residential Property			SBA Property			SBA Commercial Term			Residential Property			SBA Property			SBA Commercial Term
Carrying amount	Carrying amount	$	87		$	6,398		$	524		$	109		$	5,642		$	649		Carrying amount	$	72		$	7,193		$	451		$	86		$	6,701		$	482
Fair value	Fair value	$	119		$	11,286		$	787		$	133		$	8,498		$	888		Fair value	$	114		$	10,056		$	601		$	126		$	11,196		$	734
Discount rate	Discount rate	6.33		%	8.75		%	9.64		%	11.25		%	13.25		%	12.75		%	Discount rate	4.89		%	8.31		%	10.64		%	6.33		%	8.75		%	9.64		%
Prepayment speed	Prepayment speed	26.40		%	8.82		%	12.31		%	27.20		%	9.99		%	11.01		%	Prepayment speed	23.20		%	14.28		%	19.00		%	24.40		%	9.80		%	12.77		%
Weighted average remaining life	Weighted average remaining life	22.1 years			21.3 years			6.3 years			23.1 years			21.1 years			6.6 years			Weighted average remaining life	21.3 years			21.5 years			6.5 years			21.9 years			21.4 years			6.2 years
Underlying loans being serviced	Underlying loans being serviced	$	17,604		$	430,084		$	64,241		$	22,299		$	400,982		$	75,514		Underlying loans being serviced	$	14,593		$	467,466		$	55,931		$	17,443		$	442,424		$	59,839

The following ~~table presents~~tables present activity in servicing assets for the ~~three months ended September 30, 2021 and 2020:~~periods indicated:


		Three Months Ended September 30,													Three Months Ended June 30,
		2021						2020							2022						2021
($ in thousands)	($ in thousands)	Residential Property		SBA Property		SBA Commercial Term		Residential Property		SBA Property		SBA Commercial Term		($ in thousands)	Residential Property		SBA Property		SBA Commercial Term		Residential Property		SBA Property		SBA Commercial Term
Balance at beginning of period	Balance at beginning of period	$	96	$	5,800	$	586	$	125	$	5,554	$	720	Balance at beginning of period	$	76	$	6,984	$	473	$	105	$	5,519	$	629
Additions	Additions	—		1,040		13		—		140		16		Additions	—		669		44		—		774		34
Amortization	Amortization	(9)		(442)		(75)		(8)		(320)		(61)		Amortization	(4)		(460)		(66)		(9)		(493)		(77)

Balance at end of period	Balance at end of period	$	87	$	6,398	$	524	$	117	$	5,374	$	675	Balance at end of period	$	72	$	7,193	$	451	$	96	$	5,800	$	586

~~The following table presents activity in servicing assets for the nine months ended September 30, 2021 and 2020:~~


		Nine Months Ended September 30,													Six Months Ended June 30,
		2021						2020							2022						2021
($ in thousands)	($ in thousands)	Residential Property		SBA Property		SBA Commercial Term		Residential Property		SBA Property		SBA Commercial Term		($ in thousands)	Residential Property		SBA Property		SBA Commercial Term		Residential Property		SBA Property		SBA Commercial Term
Balance at beginning of period	Balance at beginning of period	$	109	$	5,642	$	649	$	171	$	5,805	$	822	Balance at beginning of period	$	86	$	6,701	$	482	$	109	$	5,642	$	649
Additions	Additions	—		2,021		84		—		653		100		Additions	—		1,414		94		—		981		71
Amortization	Amortization	(22)		(1,265)		(209)		(54)		(1,084)		(247)		Amortization	(14)		(922)		(125)		(13)		(823)		(134)

Balance at end of period	Balance at end of period	$	87	$	6,398	$	524	$	117	$	5,374	$	675	Balance at end of period	$	72	$	7,193	$	451	$	96	$	5,800	$	586

3027

Note 6 - Other Real Estate Owned

The following table presents activity in OREO for the periods indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	($ in thousands)	2021		2020		2021		2020		($ in thousands)	2022		2021		2022		2021
Balance at beginning of period	Balance at beginning of period	$	—	$	376	$	1,401	$	—	Balance at beginning of period	$	—	$	2,336	$	—	$	1,401
Additions	Additions	—		2,490		1,960		2,866		Additions	808		—		808		1,960
Sales	Sales	—		(2,490)		(3,361)		(2,490)		Sales	—		(2,336)		—		(3,361)
Net change in valuation allowance	Net change in valuation allowance	—		—		—		—		Net change in valuation allowance	—		—		—		—
Balance at end of period	Balance at end of period	$	—	$	376	$	—	$	376	Balance at end of period	$	808	$	—	$	808	$	—

The following table presents activity in OREO valuation allowance for the periods indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	($ in thousands)	2021		2020		2021		2020		($ in thousands)	2022		2021		2022		2021
Balance at beginning of period	Balance at beginning of period	$	—	$	—	$	—	$	—	Balance at beginning of period	$	—	$	—	$	—	$	—
Additions	Additions	—		—		—		—		Additions	—		—		—		—
Net direct write-downs and removal from sale	Net direct write-downs and removal from sale	—		—		—		—		Net direct write-downs and removal from sale	—		—		—		—
Balance at end of period	Balance at end of period	$	—	$	—	$	—	$	—	Balance at end of period	$	—	$	—	$	—	$	—

The following table presents expenses related to OREOs for the periods indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	($ in thousands)	2021		2020		2021		2020		($ in thousands)	2022		2021		2022		2021
Net gain (loss) on sales		$	—	$	—	$	74	$	—
Net loss (gain) on sales										Net loss (gain) on sales	$	—	$	2	$	—	$	(73)
Operating expenses, net of rental income	Operating expenses, net of rental income	—		(2)		(81)		(2)		Operating expenses, net of rental income	3		18		3		81
Total	Total	$	—	$	(2)	$	(7)	$	(2)	Total	$	3	$	20	$	3	$	8

The Company did not provide loans to finance the sale of its OREO property during the ~~nine~~three and six months ended ~~September~~June 30, 2021. ~~During the three and nine months ended September 30, 2020, the Company provided a loan of $1.5 million to finance the sale of its OREO property.~~

3128

Note 7 - Operating Leases

The following table presents operating lease cost and supplemental cash flow information related to leases for the periods indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	($ in thousands)	2021		2020		2021		2020		($ in thousands)	2022		2021		2022		2021
Operating lease cost (1)	Operating lease cost (1)	$	611	$	669	$	1,913	$	1,985	Operating lease cost (1)	$	659	$	651	$	1,324	$	1,302
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:									Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	Operating cash flows from operating leases	$	654	$	680	$	2,051	$	2,107	Operating cash flows from operating leases	$	708	$	698	$	1,427	$	1,397
Right of use assets obtained in exchange for lease obligations	Right of use assets obtained in exchange for lease obligations	$	1,111	$	51	$	1,247	$	105	Right of use assets obtained in exchange for lease obligations	$	629	$	31	$	964	$	136

(1) Included in Occupancy and Equipment on the Consolidated Statements of ~~Income.~~Income (Unaudited).

The Company used the incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. The following table presents supplemental balance sheet information related to leases as of the dates indicated:


($ in thousands)	($ in thousands)	September 30, 2021			December 31, 2020			($ in thousands)	June 30, 2022			December 31, 2021
Operating leases:	Operating leases:							Operating leases:
Operating lease assets	Operating lease assets	$	7,164		$	7,616		Operating lease assets	$	6,512		$	6,786
Operating lease liabilities	Operating lease liabilities	$	7,862		$	8,455		Operating lease liabilities	$	7,067		$	7,444
Weighted-average remaining lease term	Weighted-average remaining lease term	4.1 years			4.3 years			Weighted-average remaining lease term	3.9 years			4.0 years
Weighted-average discount rate	Weighted-average discount rate	2.36		%	2.60		%	Weighted-average discount rate	2.40		%	2.36		%

The following table ~~presets~~presents maturities of operating lease liabilities as of ~~September 30, 2021:~~the date indicated:


($ in thousands)	($ in thousands)	September 30, 2021		($ in thousands)	June 30, 2022
Maturities:	Maturities:			Maturities:
2021		$	684
2022	2022	2,712		2022	$	1,485
2023	2023	2,230		2023	2,492
2024	2024	793		2024	1,059
2025	2025	753		2025	965
After 2025		1,193
2026				2026	701
After 2026				After 2026	786
Total lease payment	Total lease payment	8,365		Total lease payment	7,488
Imputed Interest	Imputed Interest	(503)		Imputed Interest	(421)
Present value of operating lease liabilities	Present value of operating lease liabilities	$	7,862	Present value of operating lease liabilities	$	7,067

3229

Note 8 - Federal Home Loan Bank Advances and Other Borrowings

FHLB Advances

The Company had no outstanding FHLB ~~advances~~advance of ~~$10.0 million and $80.0 million at September~~June 30, ~~2021 and~~2022. At December 31, ~~2020, respectively. FHLB advances consisted of~~2021, the Company had a fixed interest rate ~~term borrowing~~FHLB advance of $10.0 million with a maturity date of June 29, 2022 (original maturity term of five years) and an interest rate of 2.07% ~~at September 30, 2021. At December 31, 2020, FHLB advances consisted of fixed interest rate term borrowings with original maturity terms ranging from~~ ~~one~~ ~~to five years and weighted-average interest rate of 0.67%~~. ~~Each~~The borrowing iswas payable at its maturity date. Borrowings paid early are subject to a prepayment penalty.

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, loans pledged to secure borrowings from the FHLB were ~~$885.1~~$967.0 million and ~~$834.4~~$982.7 million, respectively. The Company’s investment in capital stock of the FHLB of San Francisco totaled $10.0 million and $8.4 million ~~and $8.3 million~~ at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The Company had additional borrowing capacity of ~~$505.0~~$549.9 million and ~~$425.3~~$516.2 million from the FHLB as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

Other Borrowing Arrangements

At ~~September~~June 30, ~~2021,~~2022, the Company had ~~$36.9~~$22.0 million of unused borrowing capacity from the Federal Reserve Discount Window, to which the Company pledged loans with a carrying value of ~~$45.1~~$29.1 million with no outstanding borrowings. In addition, the Company may borrow up to approximately $65.0 million overnight federal funds lines with correspondent financial institutions at ~~September~~June 30, ~~2021.~~2022.

Note 9 - Shareholders’ Equity

Series C, Senior Non-Cumulative Perpetual Preferred Stock ~~Repurchase~~

On ~~January 23, 2020,~~May 24, 2022, the Company ~~announced that on November 22, 2019, its Board~~issued 69,141 shares of ~~Directors approved a $6.5~~Senior Non-Cumulative Perpetual Preferred Stock, Series C, liquidation preference of $1,000 per share (“Series C Preferred Stock”) for the capital investment of $69.1 million ~~stock repurchase program to commence upon~~from the ~~opening of~~U.S. Treasury under the ~~Company’s trading window~~Emergency Capital Investment Program (“ECIP”). ECIP investment is treated as tier 1 capital for the regulatory capital treatment.

The Series C Preferred Stock bears no dividend for the first ~~quarter~~24 months following the investment date. Thereafter, the dividend rate will be adjusted based on the lending growth criteria listed in the terms of ~~2020~~the ECIP investment with the annual dividend rate up to 2%. After the tenth anniversary of the investment date, the dividend rate will be fixed based on average annual amount of lending in years 2 through 10. Dividends will be payable quarterly in arrears on March 15, June 15, September 15, and ~~continue through November 20, 2021.~~ December 15.

The Series C Preferred Stock may be redeemed at the option of the Company ~~completed~~on or after the ~~repurchase program~~fifth anniversary of issuance (or earlier in ~~March 2020. The Company repurchased~~the event of loss of regulatory capital treatment), subject to the approval of the appropriate federal banking regulator and ~~retired 428,474 shares of common stock at a weighted-average price of $15.14 per share, totaling $6.5 million under this repurchase program.~~in accordance with the federal banking agencies’ regulatory capital regulations.

Stock Repurchase

On April 8, 2021, the Company’s Board of Directors approved a repurchase program authorizing the repurchase of up to 5% of the Company’s outstanding common stock as of the date of the board meeting, which represented 775,000 shares, through September 7, 2021. ~~As of September 30, 2021, the~~The Company repurchased and retired 680,269 shares of common stock at a weighted-average price of $15.99 per share, totaling $10.9 million under this repurchase program.

3330

Note 10 - Share-Based Compensation

On July 25, 2013, the Company adopted the 2013 Equity Based Stock Compensation Plan (“2013 EBSC Plan”) approved by its shareholders to replace the 2003 Stock Option Plan. The 2013 EBSC Plan provides 1,114,446 shares of common stock for equity based compensation awards including incentive and non-qualified stock options and restricted stock awards. As of ~~September~~June 30, ~~2021,~~2022, there were ~~483,170~~414,370 shares available for future grants.

Share-Based Compensation Expense

The following table presents share-based compensation expense and the related tax benefits for the periods indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	($ in thousands)	2021		2020		2021		2020		($ in thousands)	2022		2021		2022		2021
Share-based compensation expense related to:	Share-based compensation expense related to:									Share-based compensation expense related to:
Stock options	Stock options	$	52	$	162	$	130	$	478	Stock options	$	43	$	50	$	90	$	78
Restricted stock awards	Restricted stock awards	64		38		193		114		Restricted stock awards	99		67		193		6,129
Total share-based compensation expense	Total share-based compensation expense	$	116	$	200	$	323	$	592	Total share-based compensation expense	$	142	$	117	$	283	$	207
Related tax benefits	Related tax benefits	$	21	$	21	$	62	$	61	Related tax benefits	$	31	$	21	$	60	$	41

The following table presents unrecognized share-based compensation expense as of ~~September 30, 2021:~~the date indicated:

June 30, 2022

($ in thousands)

Unrecognized Expense

Weighted-Average Remaining Expected Recognition Period

Unrecognized share-based compensation expense related to:

Stock options

~~322~~401

~~2.3~~3.3 years

Restricted stock awards

~~607~~901

~~2.4~~3.1 years

Total unrecognized share-based compensation expense

~~929~~1,302

~~2.3~~3.2 years

Stock Options

The Company has issued stock options to certain employees, officers and directors. Stock options are issued with exercise prices of the closing market price of the Company’s stock on the grant date, and generally have a ~~three-to five-year vesting period with contractual terms of ten years.~~ The following ~~table represents~~tables represent stock option activity for the ~~three months ended September 30, 2021:~~periods indicated:


		Three Months Ended September 30, 2021							Three Months Ended June 30, 2022
($ in thousands except per share data)	($ in thousands except per share data)	Number of Shares	Weighted-Average Exercise Price Per Share		Weighted-Average Contractual Term	Aggregated Intrinsic Value		($ in thousands except per share data)	Number of Shares	Weighted-Average Exercise Price Per Share		Weighted-Average Contractual Term	Aggregated Intrinsic Value
Outstanding at beginning of period	Outstanding at beginning of period	646,948	$	10.98	4.8 years	$	3,310	Outstanding at beginning of period	608,734	$	12.24	4.7 years	$	6,519
Granted		15,000	$	20.28	10.0 years

Exercised	Exercised	(19,977)	$	12.69	5.3 years			Exercised	(12,097)	$	7.07	1.6 years

Forfeited								Forfeited	(1,000)	$	15.50	5.5 years
Outstanding at end of period	Outstanding at end of period	641,971	$	11.15	4.6 years	$	5,625	Outstanding at end of period	595,637	$	12.34	4.5 years	$	3,776
Exercisable at end of period	Exercisable at end of period	537,872	$	10.23	4.0 years	$	5,205	Exercisable at end of period	481,637	$	10.85	3.6 years	$	3,770


	Six Months Ended June 30, 2022
($ in thousands except per share data)	Number of Shares	Weighted-Average Exercise Price Per Share		Weighted-Average Contractual Term	Aggregated Intrinsic Value
Outstanding at beginning of period	632,772	$	11.47	4.54 years	$	6,641
Granted	30,000	$	22.61	10.00 years
Exercised	(66,135)	$	8.57	2.43 years
Forfeited	(1,000)	$	15.50	5.53 years
Outstanding at end of period	595,637	$	12.34	4.50 years	$	3,776
Exercisable at end of period	481,637	$	10.85	3.58 years	$	3,770

3431

~~The following table represents stock option activity for the nine months ended September 30, 2021:~~

Nine Months Ended September 30, 2021
($ in thousands except per share data) Number of Shares Weighted-Average Exercise Price Per Share Weighted-Average Contractual Term Aggregated Intrinsic Value
Outstanding at beginning of period 718,935 $ 10.87 5.1 years $ —
Granted 35,000�� $ 15.84 10.0 years
Exercised (101,964) $ 10.15 3.8 years
Forfeited (10,000) $ 17.47 8.0 years
Outstanding at end of period 641,971 $ 11.15 4.6 years $ 5,625
Exercisable at end of period 537,872 $ 10.23 4.0 years $ 5,205

The following table represents information regarding unvested stock options for the ~~three and nine months ended September 30, 2021:~~periods indicated:


		Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021				Three Months Ended June 30, 2022			Six Months Ended June 30, 2022
		Number of Shares	Weighted-Average Exercise Price Per Share		Number of Shares	Weighted-Average Exercise Price Per Share			Number of Shares	Weighted-Average Exercise Price Per Share		Number of Shares	Weighted-Average Exercise Price Per Share
Outstanding at beginning of period	Outstanding at beginning of period	93,099	$	15.09	121,199	$	15.68	Outstanding at beginning of period	122,000	$	18.40	107,099	$	16.70
Granted	Granted	15,000	$	20.28	35,000	$	15.84	Granted	—	$	—	30,000	$	22.61
Vested	Vested	(4,000)	$	14.00	(42,100)	$	14.89	Vested	(7,000)	$	15.19	(22,099)	$	14.84
Forfeited	Forfeited	—	$	—	(10,000)	$	17.47	Forfeited	(1,000)	$	15.50	(1,000)	$	15.50
Outstanding at end of period	Outstanding at end of period	104,099	$	15.88	104,099	$	15.88	Outstanding at end of period	114,000	$	18.63	114,000	$	18.63

Restricted Stock Awards

The Company also has granted restricted stock awards (“RSAs”) to certain employees and officers. The RSAs are valued at the closing market price of the Company’s stock on the grant date and generally have a ~~three-to five-year vesting period.~~ The following table represents RSAs activity for the ~~three and nine months ended September 30, 2021:~~periods indicated:


		Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021				Three Months Ended June 30, 2022			Six Months Ended June 30, 2022
		Number of Shares	Weighted-Average Grant Date Fair Value Per Share		Number of Shares	Weighted-Average Grant Date Fair Value Per Share			Number of Shares	Weighted-Average Grant Date Fair Value Per Share		Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Outstanding at beginning of period	Outstanding at beginning of period	62,884	$	13.13	30,300	$	16.27	Outstanding at beginning of period	68,822	$	16.51	55,284	$	12.79
Granted	Granted	1,800	$	19.12	35,584	$	10.80	Granted	—	$	—	25,000	$	21.96
Vested	Vested	(9,100)	$	16.52	(9,300)	$	16.46	Vested	—	$	—	(11,262)	$	10.36
Forfeited	Forfeited	(300)	$	9.33	(1,300)	$	13.23	Forfeited	—	$	—	(200)	$	17.09
Outstanding at end of period	Outstanding at end of period	55,284	$	12.79	55,284	$	12.79	Outstanding at end of period	68,822	$	16.51	68,822	$	16.51

Note 11 - Income Taxes

Income tax expense was ~~$4.6~~$3.8 million and ~~$1.5~~$4.1 million, respectively, and the effective tax rate was ~~29.5%~~29.3% and ~~29.8%~~29.4%, respectively, for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. For the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, income tax expense was ~~$12.3~~$7.9 million and ~~$4.4~~$7.7 million, respectively, and the effective tax rate was ~~29.5%~~29.1% and ~~29.7%~~29.5%, respectively.

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had no unrecognized tax benefits or related accrued interest.

The Company and its subsidiaries are subject to U.S. federal and various state jurisdictions income tax examinations. As of ~~September~~June 30, ~~2021,~~2022, the Company is no longer subject to examination by taxing authorities for tax years before ~~2017~~2018 for federal taxes and before ~~2016~~2017 for various state jurisdictions. The statute of limitations vary by state, and state taxes other than California have been minimal and immaterial to the Company’s financial results.

Note 12 - Earnings Per Share

The following table presents the computations of basic and diluted EPS for the periods indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands, except per share)	($ in thousands, except per share)	2021		2020		2021		2020		($ in thousands, except per share)	2022		2021		2022		2021
Basic earnings per share:	Basic earnings per share:									Basic earnings per share:
Net income	Net income	$	11,023	$	3,449	$	29,427	$	10,388	Net income	$	9,092	$	9,844	$	19,332	$	18,404
Less: income allocated to unvested restricted stock	Less: income allocated to unvested restricted stock	(43)		(8)		(116)		(25)		Less: income allocated to unvested restricted stock	(42)		(41)		(90)		(73)
Net income allocated to common stock	Net income allocated to common stock	$	10,980	$	3,441	$	29,311	$	10,363	Net income allocated to common stock	$	9,050	$	9,803	$	19,242	$	18,331
Weighted-average total common shares outstanding	Weighted-average total common shares outstanding	14,837,000		15,378,374		15,150,635		15,432,353		Weighted-average total common shares outstanding	14,952,590		15,178,445		14,935,686		15,310,052
Less: weighted-average unvested restricted stock	Less: weighted-average unvested restricted stock	(57,293)		(34,486)		(59,646)		(36,878)		Less: weighted-average unvested restricted stock	(68,822)		(62,884)		(69,696)		(60,842)
Weighted-average common shares outstanding, basic	Weighted-average common shares outstanding, basic	14,779,707		15,343,888		15,090,989		15,395,475		Weighted-average common shares outstanding, basic	14,883,768		15,115,561		14,865,990		15,249,210
Basic earnings per share	Basic earnings per share	$	0.74	$	0.22	$	1.94	$	0.67	Basic earnings per share	$	0.61	$	0.65	$	1.29	$	1.20
Diluted earnings per share:	Diluted earnings per share:									Diluted earnings per share:
Net income allocated to common stock	Net income allocated to common stock	$	10,980	$	3,441	$	29,311	$	10,363	Net income allocated to common stock	$	9,050	$	9,803	$	19,242	$	18,331
Weighted-average common shares outstanding, basic	Weighted-average common shares outstanding, basic	14,779,707		15,343,888		15,090,989		15,395,475		Weighted-average common shares outstanding, basic	14,883,768		15,115,561		14,865,990		15,249,210
Diluted effect of stock options	Diluted effect of stock options	251,851		33,643		207,076		70,732		Diluted effect of stock options	238,684		194,312		272,503		176,098
Weighted-average common shares outstanding, diluted	Weighted-average common shares outstanding, diluted	15,031,558		15,377,531		15,298,065		15,466,207		Weighted-average common shares outstanding, diluted	15,122,452		15,309,873		15,138,493		15,425,308
Diluted earnings per share	Diluted earnings per share	$	0.73	$	0.22	$	1.92	$	0.67	Diluted earnings per share	$	0.60	$	0.64	$	1.27	$	1.19

There were ~~50,000~~65,000 and ~~660,859~~85,000 stock options excluded in computing diluted EPS because they were anti-dilutive for three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, there were ~~104,000~~65,000 and 163,000 stock options excluded in computing diluted EPS because they were anti-dilutive.

Note 13 - Commitments and Contingencies

In the ordinary course of business, the Company enters into financial commitments to meet the financing needs of its customers. These financial commitments include commitments to extend credit and letters of credit. Those instruments involve to varying degrees, elements of credit, and interest rate risk not recognized in the Company’s consolidated financial statements.

~~As of September 30, 2021 and December 31, 2020, the~~The Company had the following outstanding financial commitments whose contractual amount represents credit ~~risk:~~risk as of the dates indicated:


		September 30, 2021				December 31, 2020					June 30, 2022				December 31, 2021
($ in thousands)	($ in thousands)	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate		($ in thousands)	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
Unused lines of credit	Unused lines of credit	$	5,852	$	150,559	$	6,623	$	150,247	Unused lines of credit	$	16,940	$	201,910	$	8,261	$	160,739
Unfunded loan commitments	Unfunded loan commitments	130		33,798		1,752		34,874		Unfunded loan commitments	1,086		39,500		595		29,688
Standby letters of credit	Standby letters of credit	3,037		1,431		2,971		1,814		Standby letters of credit	2,921		1,701		3,078		1,431
Commercial letters of credit	Commercial letters of credit	353		—		—		—		Commercial letters of credit	—		362		91		524
Total	Total	$	9,372	$	185,788	$	11,346	$	186,935	Total	$	20,947	$	243,473	$	12,025	$	192,382

Unfunded loan commitments are generally made for periods of 90 days or less, except for SBA loans that are generally made for periods of 180 days or less.

The Company’s exposure to loan loss in the event of nonperformance on commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for the loans reflected in the consolidated financial statements. The Company maintained a reserve for off-balance sheet items of ~~$191~~$252 thousand and ~~$238~~$214 thousand, respectively, at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, in Accrued Interest Payable and Other Liabilities in the Consolidated Balance Sheets.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total amounts do not necessarily represent future cash requirements. The Company evaluates each client’s credit worthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company is based on management’s credit evaluation of the customer.

Litigation

The Company is involved in various matters of litigation, which have arisen in the ordinary course of business. In the opinion of management, the disposition of pending matters of litigation will not have a material effect on the Company’s consolidated financial statements.

COVID-19 Pandemic

The ongoing COVID-19 pandemic, and governmental and societal responses thereto, have had a severe impact on global economic and market conditions, including significant disruption of, and volatility in, financial markets; global supply chain disruptions; and the institution of social distancing and shelter-in-place requirements that have resulted in temporary closures of many businesses, lost revenues, and increased unemployment throughout the U.S., but also specifically in California, where most of the Company’s operations and a large majority of its customers are located. These conditions have impacted and may in the future impact its business, results of operations, and financial condition negatively.

Network and Data Incident

On August 30, 2021, the Bank identified unusual activity on its ~~network,~~network. The Bank responded promptly to disable the activity, investigate its source and monitor the Bank’s network. The Bank subsequently became aware of claims that it had been the target of a ransomware ~~attack, and on~~attack. On September 7, 2021, the Bank determined that an external actor had illegally accessed and/or acquired certain data on its network. The Bank has been working with third-party forensic investigators to understand the nature and scope of the incident and determine what information may have been accessed and/or acquired and ~~what clients were~~who may have been impacted. The investigation revealed that this incident impacted certain files containing certain Bank customer ~~information, including in some cases personal~~information. Some of these files contained documents related to loan applications, such as tax returns, Form W-2 information of ~~customers~~their employees, and ~~customers’ employees.~~payroll records. The Bank has notified ~~or will notify~~ all individuals identified ~~to date,~~as impacted, consistent with applicable ~~laws, whose information may have been impacted.~~laws. All impacted individuals ~~will be~~were offered free Equifax Complete Premier credit monitoring and ~~identity~~identify theft protection services. The Bank has notified law enforcement and appropriate authorities of the incident.

On December 16, 2021, a complaint based on the incident was filed in the Los Angeles County Superior Court seeking damages, injunctive relief, and equitable relief. The Bank expresses no opinion on the merits of the Matter and intends to answer, respond, and/or otherwise vigorously defend itself from the claims and causes of action asserted in the complaint to the fullest extent permitted by applicable law. Those defenses will be based in part on the fact that the Bank has implemented security procedures, practices, and a robust information security program pursuant to guidance from financial regulators.

The Company continues to monitor and evaluate the data incident for its magnitude and concomitant financial, legal or reputational consequences. ~~To date, such consequences are not material, however the data incident is still recent and notices to affected individuals only recently began.~~ During the ~~three months~~year ended ~~September 30,~~December 31, 2021, expenses associated with the data incident ~~all of which are included in Other Expense in Consolidated Statements of Income (Unaudited),~~ totaled $100 thousand, which represents the retention amount on its insurance claims. ~~The Company anticipates~~There were no additional expenses will be incurred in future periods; however, the Company does have a cyber-liability insurance policy that should provide insurance coverage for this incident. To date, no litigation has resulted from the data incident.

~~During its most recent review of disclosure controls and procedures, the Company considered~~associated with the data incident during the three and concluded that its disclosure controls and procedures were effective. Nevertheless, the Company continues to enhance and update its disclosure controls and procedures, including as part of its efforts to enhance its cybersecurity safeguards and measures. With respect to the data incident, upon discovery the Bank engaged experienced outside counsel and continues to work with its experienced third-party forensics firm to investigate and remediate the matter. The Board of Directors was kept apprised of, and a director with experience in data security participated in, the investigation and remediation efforts. As a result of this incident and based on information known at this date, the Company determined that its disclosure controls and procedures were effective and the data incident did not materially affect, nor was it reasonably likely to affect, the Company’s internal control over financial reporting.six months ended June 30, 2022.

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Note 14 - Regulatory Matters

Under the final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (“Basel III rules”), the Bank must hold a capital conservation buffer of 2.50% above the adequately capitalized risk-based capital ratios. Management believes as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Bank met all capital adequacy requirements to which they are subject to. Based on changes to the Federal Reserve’s definition of a “Small Bank Holding Company” that increased the threshold to $3 billion in assets in August 2018, the Company is not currently subject to separate minimum capital measurements. At such time as the Company reaches the $3 billion asset level, it will again be subject to capital measurements independent of the Bank. For comparison purposes, the Company’s ratios are included in the following discussion as well, all of which would have exceeded the “well-capitalized” level had the Company been subject to separate capital minimums. The Company and the Bank’s capital conservation buffer was ~~8.32%~~11.25% and ~~8.01%~~10.92%, respectively, as of ~~September~~June 30, ~~2021,~~2022, and ~~9.22%~~8.04% and ~~8.95%~~7.73%, respectively, as of December 31, ~~2020.~~2021. Unrealized gain or loss on securities available-for-sale is not included in computing regulatory capital. The following table presents the regulatory capital amounts and ratios for the Company and the Bank as of dates indicated:


		Actual				Minimum Capital Requirement				To Be Well Capitalized Under Prompt Corrective Provisions					Actual				Minimum Capital Requirement				To Be Well Capitalized Under Prompt Corrective Provisions
($ in thousands)	($ in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio		($ in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
September 30, 2021
June 30, 2022														June 30, 2022
PCB Bancorp	PCB Bancorp													PCB Bancorp
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	$	246,341	15.07	%	$	73,553	4.5	%	N/A		N/A		Common tier 1 capital (to risk-weighted assets)	$	271,383	14.44	%	$	84,595	4.5	%	N/A		N/A
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	266,817		16.32	%	130,762		8.0	%	N/A		N/A		Total capital (to risk-weighted assets)	361,846		19.25	%	150,390		8.0	%	N/A		N/A
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	246,341		15.07	%	98,071		6.0	%	N/A		N/A		Tier 1 capital (to risk-weighted assets)	340,524		18.11	%	112,793		6.0	%	N/A		N/A
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	246,341		11.91	%	82,728		4.0	%	N/A		N/A		Tier 1 capital (to average assets)	340,524		15.37	%	88,619		4.0	%	N/A		N/A
Pacific City Bank	Pacific City Bank													Pacific City Bank
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	$	241,177	14.76	%	$	73,550	4.5	%	$	106,239	6.5	%	Common tier 1 capital (to risk-weighted assets)	$	334,347	17.79	%	$	84,591	4.5	%	$	122,187	6.5	%
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	261,652		16.01	%	130,756		8.0	%	163,445		10.0	%	Total capital (to risk-weighted assets)	355,670		18.92	%	150,384		8.0	%	187,980		10.0	%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	241,177		14.76	%	98,067		6.0	%	130,756		8.0	%	Tier 1 capital (to risk-weighted assets)	334,347		17.79	%	112,788		6.0	%	150,384		8.0	%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	241,177		11.66	%	82,725		4.0	%	103,407		5.0	%	Tier 1 capital (to average assets)	334,347		15.09	%	88,617		4.0	%	110,771		5.0	%
December 31, 2020
December 31, 2021														December 31, 2021
PCB Bancorp	PCB Bancorp													PCB Bancorp
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	$	231,183	15.97	%	$	65,162	4.5	%	N/A		N/A		Common tier 1 capital (to risk-weighted assets)	$	255,650	14.79	%	$	77,762	4.5	%	N/A		N/A
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	249,391		17.22	%	115,843		8.0	%	N/A		N/A		Total capital (to risk-weighted assets)	277,263		16.04	%	138,244		8.0	%	N/A		N/A
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	231,183		15.97	%	86,882		6.0	%	N/A		N/A		Tier 1 capital (to risk-weighted assets)	255,650		14.79	%	103,683		6.0	%	N/A		N/A
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	231,183		11.94	%	77,452		4.0	%	N/A		N/A		Tier 1 capital (to average assets)	255,650		12.11	%	84,445		4.0	%	N/A		N/A
Pacific City Bank	Pacific City Bank													Pacific City Bank
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	$	227,268	15.70	%	$	65,160	4.5	%	$	94,120	6.5	%	Common tier 1 capital (to risk-weighted assets)	$	250,145	14.48	%	$	77,761	4.5	%	$	112,321	6.5	%
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	245,474		16.95	%	115,840		8.0	%	144,800		10.0	%	Total capital (to risk-weighted assets)	271,757		15.73	%	138,241		8.0	%	172,801		10.0	%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	227,268		15.70	%	86,880		6.0	%	115,840		8.0	%	Tier 1 capital (to risk-weighted assets)	250,145		14.48	%	103,681		6.0	%	138,241		8.0	%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	227,268		11.74	%	77,450		4.0	%	96,813		5.0	%	Tier 1 capital (to average assets)	250,145		11.85	%	84,443		4.0	%	105,554		5.0	%

The California Financial Code provides that a bank may not make a cash distribution to its shareholders in excess of the lesser of the bank’s undivided profits or the bank’s net income for its last three fiscal years less the amount of any distribution made to the bank’s shareholder during the same period. As a California corporation, the Company is subject to the limitations of California law, which allows a corporation to distribute cash or property to shareholders, including a dividend or repurchase or redemption of shares, if the corporation meets either a retained earnings test or a balance sheet test. Under the retained earnings test, the Company may make a distribution from retained earnings to the extent that its retained earnings exceed the sum of (a) the amount of the distribution plus (b) the amount, if any, of dividends in arrears on shares with preferential dividend rights. Under the balance sheet test, the Company may also make a distribution if, immediately after the distribution, the value of its assets equals or exceeds the sum of (a) its total liabilities plus (b) the liquidation preference of any shares which have a preference upon dissolution over the rights of shareholders receiving the distribution. Indebtedness is not considered a liability if the terms of such indebtedness provide that payment of principal and interest thereon are to be made only if, and to the extent that, a distribution to shareholders could be made under the balance sheet test.

3835

The Federal Reserve, the Federal Deposit Insurance Corporation (the “FDIC”) and the California Department of Financial Protection and Innovation (the “CDFPI”) periodically examine the Company’s business, including compliance with laws and regulations. If, as a result of an examination, a banking agency were to determine that the Company’s financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of the Company’s operations had become unsatisfactory, or that the Company was in violation of any law or regulation, they may take a number of different remedial actions as they deem appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in Company’s capital, to restrict growth, to assess civil money penalties, to fine or remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate the Company’s deposit insurance and place the Company into receivership or conservatorship.

Note 15 - Revenue Recognition

The following table presents revenue from contracts with customers within the scope of ASC 606, Revenue from Contracts with Customers, for the periods indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	($ in thousands)	2021		2020		2021		2020		($ in thousands)	2022		2021		2022		2021
Noninterest income in-scope of Topic 606	Noninterest income in-scope of Topic 606									Noninterest income in-scope of Topic 606
Service charges and fees on deposits:	Service charges and fees on deposits:									Service charges and fees on deposits:
Monthly service fees	Monthly service fees	$	21	$	19	$	60	$	68	Monthly service fees	$	22	$	19	$	43	$	39
Account analysis fees	Account analysis fees	220		206		649		634		Account analysis fees	232		219		447		429
Non-sufficient funds charges	Non-sufficient funds charges	35		39		130		181		Non-sufficient funds charges	57		46		104		95
Other deposit related fees	Other deposit related fees	16		16		48		62		Other deposit related fees	19		18		39		32
Total service charges and fees on deposits	Total service charges and fees on deposits	292		280		887		945		Total service charges and fees on deposits	330		302		633		595
Debit card fees	Debit card fees	86		67		222		185		Debit card fees	85		77		169		136
Gain (loss) on sale of other real estate owned	Gain (loss) on sale of other real estate owned	—		—		74		—		Gain (loss) on sale of other real estate owned	—		(1)		—		74
Wire transfer fees	Wire transfer fees	159		137		435		391		Wire transfer fees	166		141		325		276
Other service charges	Other service charges	50		47		150		139		Other service charges	47		48		92		100
Total	Total	$	587	$	531	$	1,768	$	1,660	Total	$	628	$	567	$	1,219	$	1,181

Note 16 - Subsequent Events

Dividend Declared on Common Stock. On ~~October~~July 28, ~~2021,~~2022, the Company’s Board of Directors declared a quarterly cash dividend of ~~$0.12~~$0.15 per common share. The dividend will be paid on or about ~~November~~August 19, ~~2021,~~2022, to shareholders of record as of the close of business on ~~November~~August 12, ~~2021.~~2022.

~~Appointment of New Director.~~Stock Repurchase Plan. On ~~October~~July 28, ~~2021,~~2022, the Company’s Board of Directors ~~appointed Janice Chung~~approved a repurchase program authorizing for the repurchase of up to ~~the Board of Directors~~5% of the Company’s outstanding common stock as of the date of the board meeting.

The Bank Name Change and New Logo. On July 28, 2022, the Company ~~and~~announced that the Bank will changes its name to PCB Bank, effective ~~November 1, 2021.~~August 25, 2022. In addition, the Company introduced a new logo, which will also be utilized by the Bank after its name change.

The Company has evaluated the effects of events that have occurred subsequent to ~~September~~June 30, ~~2021~~2022 through the issuance date of these consolidated financial statements (unaudited). Other than the events described above, there have been no material events that would require disclosure in the consolidated financial statements or in the notes to the consolidated financial statements.

3936

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

The following is management’s discussion and analysis of the major factors that influenced the Company’s results of operations and financial condition as of and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. This analysis should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and with the unaudited consolidated financial statements and notes (unaudited) thereto set forth in this Quarterly Report on Form 10-Q.

Critical Accounting ~~Policies~~Estimates

The Company’s consolidated financial statements are prepared in accordance with GAAP and general practices within the banking industry. Within these financial statements, certain financial information contains approximate measurements of financial effects of transactions and impacts at the consolidated statements of financial condition dates and the Company’s results of operations for the reporting periods. As certain accounting policies require significant estimates and assumptions that have a material impact on the carrying value of assets and liabilities, the Company has established critical accounting policies to facilitate making the judgment necessary to prepare financial statements. The Company’s critical accounting policies are described in Note 1 to Consolidated Financial Statements and in the “Critical Accounting ~~Policies”~~Estimates” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in its Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and in Note 1 to Consolidated Financial Statements (unaudited) included in Part I of this Quarterly Report on Form 10-Q.

Non-GAAP Measures

The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. Generally, a non-GAAP financial measure is a numerical measure of a company’s financial performance, financial position or cash flows that exclude (or include) amounts that are included in (or excluded from) the most directly comparable measure calculated, and presented in accordance with GAAP. However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures and may not be comparable to non-GAAP financial measures that may be presented by other companies.

The following tables present reconciliation of return on average tangible common equity, tangible common equity per common share and tangible common equity to tangible assets ratios to their most comparable GAAP measures as of the dates or for the periods indicated. These non-GAAP measures are used by management in its analysis of the Company's performance.


	Three Months Ended June 30,						Six Months Ended June 30,
($ in thousands)	2022			2021			2022			2021
Average total shareholders' equity	$	292,135		$	239,448		$	275,841		$	238,127
Less: average preferred stock	28,872			—			14,516			—
Average tangible common equity	$	263,263		$	239,448		$	261,325		$	238,127
Net income	$	9,092		$	9,844		$	19,332		$	18,404
Annualized return on average shareholder's equity	12.48		%	16.49		%	14.13		%	15.59		%
Annualized return on average tangible common equity	13.85		%	16.49		%	14.92		%	15.59		%


($ in thousands, except per share data)	June 30, 2022			December 31, 2021			June 30, 2021
Total shareholders' equity	$	334,375		$	256,286		$	238,941
Less: preferred stock	69,141			—			—
Tangible common equity	$	265,234		$	256,286		$	238,941
Outstanding common shares	14,956,760			14,865,825			14,854,315
Book value per common share	$	22.36		$	17.24		$	16.09
Tangible common equity per common share	$	17.73		$	17.24		$	16.09
Total assets	$	2,344,560		$	2,149,735		$	2,060,003
Total shareholders' equity to total assets	14.26		%	11.92		%	11.60		%
Tangible common equity to total assets	11.31		%	11.92		%	11.60		%

The following table presents reconciliation of allowance for loan losses to loans held-for-investment, excluding SBA PPP loans to its most comparable GAAP ~~measure.~~measure as of the dates indicated. The Company believes that this non-GAAP measure ~~enhance~~enhances comparability to prior periods in which there were no SBA PPP loans and ~~provide~~provides supplemental information regarding the Company’s credit quality trend.


($ in thousands)	($ in thousands)	September 30, 2021			December 31, 2020			September 30, 2020			($ in thousands)	June 30, 2022			December 31, 2021			June 30, 2021
Loans held-for-investment	Loans held-for-investment	$	1,707,878		$	1,583,578		$	1,578,804		Loans held-for-investment	$	1,833,010		$	1,732,205		$	1,719,656
Less: SBA PPP loans	Less: SBA PPP loans	101,901			135,654			136,418			Less: SBA PPP loans	1,583			65,329			181,019
Loans held-for-investment, excluding SBA PPP loans	Loans held-for-investment, excluding SBA PPP loans	$	1,605,977		$	1,447,924		$	1,442,386		Loans held-for-investment, excluding SBA PPP loans	$	1,831,427		$	1,666,876		$	1,538,637
Allowance for loan losses	Allowance for loan losses	$	23,807		$	26,510		$	24,546		Allowance for loan losses	$	21,071		$	22,381		$	24,889
Allowance for loan losses to loans held-for-investment	Allowance for loan losses to loans held-for-investment	1.39		%	1.67		%	1.55		%	Allowance for loan losses to loans held-for-investment	1.15		%	1.29		%	1.45		%
Allowance for loan losses to loans held-for-investment, excluding SBA PPP loans	Allowance for loan losses to loans held-for-investment, excluding SBA PPP loans	1.48		%	1.83		%	1.70		%	Allowance for loan losses to loans held-for-investment, excluding SBA PPP loans	1.15		%	1.34		%	1.62		%

Selected Financial Data

The following table presents certain selected financial data as of the dates or for the periods indicated:


		As of or For the Three Months Ended September 30,						As of or For the Nine Months Ended September 30,							As of or For the Three Months Ended June 30,				As of or For the Six Months Ended June 30,
($ in thousands, except per share data)	($ in thousands, except per share data)	2021			2020			2021			2020			($ in thousands, except per share data)	2022		2021		2022		2021
Selected balance sheet data:	Selected balance sheet data:													Selected balance sheet data:
Cash and cash equivalents	Cash and cash equivalents	$	214,973		$	257,382		$	214,973		$	257,382		Cash and cash equivalents	$	299,910	$	174,621	$	299,910	$	174,621
Securities available-for-sale	Securities available-for-sale	133,102			128,982			133,102			128,982			Securities available-for-sale	139,067		135,479		139,067		135,479

Loans held-for-sale	Loans held-for-sale	29,020			30,878			29,020			30,878			Loans held-for-sale	9,627		11,255		9,627		11,255
Loans held-for-investment, net of deferred loan costs (fees)	Loans held-for-investment, net of deferred loan costs (fees)	1,707,878			1,578,804			1,707,878			1,578,804			Loans held-for-investment, net of deferred loan costs (fees)	1,833,010		1,719,656		1,833,010		1,719,656
Allowance for loan losses	Allowance for loan losses	(23,807)			(24,546)			(23,807)			(24,546)			Allowance for loan losses	(21,071)		(24,889)		(21,071)		(24,889)
Total assets	Total assets	2,104,699			2,021,187			2,104,699			2,021,187			Total assets	2,344,560		2,060,003		2,344,560		2,060,003
Total deposits	Total deposits	1,832,666			1,647,107			1,832,666			1,647,107			Total deposits	1,997,607		1,797,648		1,997,607		1,797,648
Shareholders’ equity	Shareholders’ equity	247,598			229,339			247,598			229,339			Shareholders’ equity	334,375		238,941		334,375		238,941
Selected income statement data:	Selected income statement data:													Selected income statement data:
Interest income	Interest income	$	21,168		$	19,620		$	60,477		$	60,253		Interest income	$	22,446	$	20,051	$	43,340	$	39,309
Interest expense	Interest expense	941			2,767			3,435			11,471			Interest expense	1,095		1,055		1,996		2,494
Net interest income	Net interest income	20,227			16,853			57,042			48,782			Net interest income	21,351		18,996		41,344		36,815
Provision (reversal) for loan losses		(1,053)			4,326			(3,134)			11,077
Reversal for loan losses														Reversal for loan losses	(109)		(934)		(1,300)		(2,081)
Noninterest income	Noninterest income	5,588			2,272			13,596			7,216			Noninterest income	3,648		5,151		8,934		8,008
Noninterest expense	Noninterest expense	11,232			9,886			32,040			30,149			Noninterest expense	12,245		11,139		24,316		20,808
Income before income taxes	Income before income taxes	15,636			4,913			41,732			14,772			Income before income taxes	12,863		13,942		27,262		26,096
Income tax expense	Income tax expense	4,613			1,464			12,305			4,384			Income tax expense	3,771		4,098		7,930		7,692
Net income	Net income	11,023			3,449			29,427			10,388			Net income	9,092		9,844		19,332		18,404
Per share data:	Per share data:													Per share data:
Earnings per common share, basic	Earnings per common share, basic	$	0.74		$	0.22		$	1.94		$	0.67		Earnings per common share, basic	$	0.61	$	0.65	$	1.29	$	1.20
Earnings per common share, diluted	Earnings per common share, diluted	0.73			0.22			1.92			0.67			Earnings per common share, diluted	0.60		0.64		1.27		1.19
Book value per common share (1)	Book value per common share (1)	16.68			14.91			16.68			14.91			Book value per common share (1)	22.36		16.09		22.36		16.09
Tangible common equity per common share (9)														Tangible common equity per common share (9)	17.73		16.09		17.73		16.09
Cash dividends declared per common share	Cash dividends declared per common share	0.12			0.10			0.32			0.30			Cash dividends declared per common share	0.15		0.10		0.30		0.20
Outstanding share data:	Outstanding share data:													Outstanding share data:
Number of common shares outstanding	Number of common shares outstanding	14,841,626			15,379,538			14,841,626			15,379,538			Number of common shares outstanding	14,956,760		14,854,315		14,956,760		14,854,315
Weighted-average common shares outstanding, basic	Weighted-average common shares outstanding, basic	14,779,707			15,343,888			15,090,989			15,395,475			Weighted-average common shares outstanding, basic	14,883,768		15,115,561		14,865,990		15,249,210
Weighted-average common shares outstanding, diluted	Weighted-average common shares outstanding, diluted	15,031,558			15,377,531			15,298,065			15,466,207			Weighted-average common shares outstanding, diluted	15,122,452		15,309,873		15,138,493		15,425,308
Selected performance ratios:
Return on average assets (2)		2.11		%	0.69		%	1.94		%	0.73		%
Return on average shareholders’ equity (2)		17.98		%	5.98		%	16.40		%	6.10		%
Dividend payout ratio (3)		16.22		%	45.45		%	16.49		%	44.78		%
Efficiency ratio (4)		43.51		%	51.69		%	45.36		%	53.84		%
Yield on average interest-earning assets (2)		4.12		%	4.00		%	4.05		%	4.31		%
Cost of funds (2)		0.21		%	0.63		%	0.26		%	0.92		%
Net interest spread (2)		3.75		%	3.08		%	3.62		%	3.03		%
Net interest margin (2), (5)		3.93		%	3.43		%	3.82		%	3.49		%
Total loans to total deposits ratio (6)		94.77		%	97.73		%	94.77		%	97.73		%

4138


		As of or For the Three Months Ended September 30,						As of or For the Nine Months Ended September 30,							As of or For the Three Months Ended June 30,			As of or For the Six Months Ended June 30,
($ in thousands, except per share data)	($ in thousands, except per share data)	2021			2020			2021			2020			($ in thousands, except per share data)	2022			2021			2022			2021

Selected performance ratios:														Selected performance ratios:
Return on average assets (2)														Return on average assets (2)	1.65		%	1.96		%	1.78		%	1.85		%
Return on average shareholders' equity (2)														Return on average shareholders' equity (2)	12.48		%	16.49		%	14.13		%	15.59		%
Return on average tangible common equity (2),(9)														Return on average tangible common equity (2),(9)	13.85		%	16.49		%	14.92		%	15.59		%
Dividend payout ratio (3)														Dividend payout ratio (3)	24.59		%	15.38		%	23.26		%	16.67		%
Efficiency ratio (4)														Efficiency ratio (4)	48.98		%	46.13		%	48.36		%	46.42		%
Yield on average interest-earning assets (2)														Yield on average interest-earning assets (2)	4.22		%	4.04		%	4.13		%	4.02		%
Cost of average interest-bearing liabilities (2)														Cost of average interest-bearing liabilities (2)	0.43		%	0.40		%	0.39		%	0.46		%
Net interest spread (2)														Net interest spread (2)	3.79		%	3.64		%	3.74		%	3.56		%
Net interest margin (2), (5)														Net interest margin (2), (5)	4.01		%	3.83		%	3.94		%	3.77		%
Total loans to total deposits ratio (6)														Total loans to total deposits ratio (6)	92.24		%	96.29		%	92.24		%	96.29		%
Asset quality:	Asset quality:													Asset quality:
Loans 30 to 89 days past due and still accruing	Loans 30 to 89 days past due and still accruing	$	292		$	301		$	292		$	301		Loans 30 to 89 days past due and still accruing	$	682		$	227		$	682		$	227

Nonperforming loans (7)	Nonperforming loans (7)	1,116			3,592			1,116			3,592			Nonperforming loans (7)	1,223			1,446			1,223			1,446
Nonperforming assets (8)	Nonperforming assets (8)	1,116			3,968			1,116			3,968			Nonperforming assets (8)	2,031			1,446			2,031			1,446
Net charge-offs (recoveries)	Net charge-offs (recoveries)	29			28			(431)			911			Net charge-offs (recoveries)	18			(309)			10			(460)
Loans 30 to 89 days past due and still accruing to loans held-for-investment	Loans 30 to 89 days past due and still accruing to loans held-for-investment	0.02		%	0.02		%	0.02		%	0.02		%	Loans 30 to 89 days past due and still accruing to loans held-for-investment	0.04		%	0.01		%	0.04		%	0.01		%

Nonperforming loans to loans held-for-investment	Nonperforming loans to loans held-for-investment	0.07		%	0.23		%	0.07		%	0.23		%	Nonperforming loans to loans held-for-investment	0.07		%	0.08		%	0.07		%	0.08		%
Nonperforming loans to allowance for loan losses	Nonperforming loans to allowance for loan losses	4.69		%	14.63		%	4.69		%	14.63		%	Nonperforming loans to allowance for loan losses	5.80		%	5.81		%	5.80		%	5.81		%
Nonperforming assets to total assets	Nonperforming assets to total assets	0.05		%	0.20		%	0.05		%	0.20		%	Nonperforming assets to total assets	0.09		%	0.07		%	0.09		%	0.07		%
Allowance for loan losses to loans held-for-investment	Allowance for loan losses to loans held-for-investment	1.39		%	1.55		%	1.39		%	1.55		%	Allowance for loan losses to loans held-for-investment	1.15		%	1.45		%	1.15		%	1.45		%
Allowance for loan losses to loans held-for-investment, excluding SBA PPP loans (9)	Allowance for loan losses to loans held-for-investment, excluding SBA PPP loans (9)	1.48		%	1.70		%	1.48		%	1.70		%	Allowance for loan losses to loans held-for-investment, excluding SBA PPP loans (9)	1.15		%	1.62		%	1.15		%	1.62		%
Allowance for loan losses to nonaccrual loans		2,138.99		%	848.46		%	2,138.99		%	848.46		%

Allowance for loan losses to nonperforming loans	Allowance for loan losses to nonperforming loans	2,133.24		%	683.35		%	2,133.24		%	683.35		%	Allowance for loan losses to nonperforming loans	1,722.89		%	1,721.23		%	1,722.89		%	1,721.23		%
Net charge-offs (recoveries) to average loans held-for-investment (2)	Net charge-offs (recoveries) to average loans held-for-investment (2)	0.01		%	0.01		%	(0.04)		%	0.08		%	Net charge-offs (recoveries) to average loans held-for-investment (2)	0.01		%	(0.07)		%	0.01		%	(0.06)		%
Capital ratios:	Capital ratios:													Capital ratios:
Shareholders’ equity to total assets	Shareholders’ equity to total assets	11.76		%	11.35		%	11.76		%	11.35		%	Shareholders’ equity to total assets	14.26		%	11.60		%	14.26		%	11.60		%
Average equity to average assets		11.75		%	11.52		%	11.84		%	11.92		%
Tangible common equity to total assets (9)														Tangible common equity to total assets (9)	11.31		%	11.60		%	11.31		%	11.60		%
Average shareholders’ equity to average total assets														Average shareholders’ equity to average total assets	13.23		%	11.86		%	12.63		%	11.89		%
PCB Bancorp	PCB Bancorp													PCB Bancorp
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	15.07		%	15.60		%	15.07		%	15.60		%	Common tier 1 capital (to risk-weighted assets)	14.44		%	15.17		%	14.44		%	15.17		%
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	16.32		%	16.86		%	16.32		%	16.86		%	Total capital (to risk-weighted assets)	19.25		%	16.43		%	19.25		%	16.43		%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	15.07		%	15.60		%	15.07		%	15.60		%	Tier 1 capital (to risk-weighted assets)	18.11		%	15.17		%	18.11		%	15.17		%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	11.91		%	11.40		%	11.91		%	11.40		%	Tier 1 capital (to average assets)	15.37		%	11.76		%	15.37		%	11.76		%
Pacific City Bank	Pacific City Bank													Pacific City Bank
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	14.76		%	15.34		%	14.76		%	15.34		%	Common tier 1 capital (to risk-weighted assets)	17.79		%	14.88		%	17.79		%	14.88		%
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	16.01		%	16.60		%	16.01		%	16.60		%	Total capital (to risk-weighted assets)	18.92		%	16.13		%	18.92		%	16.13		%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	14.76		%	15.34		%	14.76		%	15.34		%	Tier 1 capital (to risk-weighted assets)	17.79		%	14.88		%	17.79		%	14.88		%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	11.66		%	11.21		%	11.66		%	11.21		%	Tier 1 capital (to average assets)	15.09		%	11.53		%	15.09		%	11.53		%

(1) Shareholders’ equity divided by common shares outstanding.

(2) Annualized.

(3) Dividends declared per common share divided by basic earnings per common share.

(4) Noninterest expenses divided by the sum of net interest income and noninterest income.

(5) Net interest income divided by average total interest-earning assets.

(6) Total loans include both loans held-for-sale and loans held-for-investment, net of unearned loan costs (fees).

(7) Nonperforming loans include nonaccrual loans and loans past due 90 days or more and still accruing.

(8) Nonperforming assets include nonperforming loans and other real estate owned.

(9) Non-GAAP measure. See "Non-GAAP Measures" for a reconciliation to its most comparable GAAP measure.

4239

Executive Summary

~~Q3 2021~~Q2 2022 Financial Highlights

•Net income was ~~$11.0~~$9.1 million for the three months ended ~~September~~June 30, ~~2021, an increase~~2022, a decrease of ~~$7.6 million,~~$752 thousand, or ~~219.6%~~7.6%, from ~~$3.4~~$9.8 million for the three months ended ~~September~~June 30, ~~2020;~~2021;

◦The Company recorded a ~~provision (reversal)~~reversal for loan losses of ~~$(1.1) million~~$109 thousand for the three months ended ~~September~~June 30, ~~2021~~2022 compared with ~~$4.3 million~~$934 thousand for the three months ended ~~September~~June 30, ~~2020.~~2021.

◦Net interest income was ~~$20.2~~$21.4 million for the three months ended ~~September~~June 30, ~~2021~~2022 compared with ~~$16.9~~$19.0 million for the three months ended ~~September~~June 30, ~~2020.~~2021. Net interest margin was ~~3.93%~~4.01% for the three months ended ~~September~~June 30, ~~2021~~2022 compared with ~~3.43%~~3.83% for the three months ended ~~September~~June 30, ~~2020.~~2021.

◦Gain on sale of loans was ~~$4.3~~$2.0 million for the three months ended ~~September~~June 30, ~~2021~~2022 compared with ~~$821 thousand~~$4.0 million for the three months ended ~~September~~June 30, ~~2020.~~2021.

•Total assets were ~~$2.10~~$2.34 billion at ~~September~~June 30, ~~2021,~~2022, an increase of ~~$181.8~~$194.8 million, or ~~9.5%~~9.1%, from ~~$1.92~~$2.15 billion at December 31, ~~2020;~~2021;

•Loans held-for-investment, net of deferred costs (fees), were ~~$1.71~~$1.83 billion at ~~September~~June 30, ~~2021,~~2022, an increase of ~~$124.3~~$100.8 million, or ~~7.8%~~5.8%, from ~~$1.58~~$1.73 billion at December 31, ~~2020;~~2021; and

◦SBA PPP loans totaled ~~$101.9~~$1.6 million and ~~$135.7~~$65.3 million at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. ~~During the nine months ended September 30, 2021, the Company funded SBA PPP loans of $107.3 million and recognized $144.9 million in forgiveness and payoffs.~~

◦~~Loans~~There were no loans under modified terms related to COVID-19 pandemic ~~totaled none and $36.1 million~~ at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

◦Allowance for loan losses to total loans held-for-investment ratio was ~~1.39%~~1.15% at ~~September~~June 30, ~~2021~~2022 compared with ~~1.67%~~1.29% at December 31, ~~2020.~~2021.

•Total deposits were ~~$1.83~~$2.00 billion at ~~September~~June 30, ~~2021,~~2022, an increase of ~~$237.8~~$130.5 million, or ~~14.9%~~7.0%, from ~~$1.59~~$1.87 billion at December 31, ~~2020.~~2021.

•The Company issued 69,141 shares of preferred stock in exchange for a capital investment of $69.1 million from the U.S. Treasury under the ECIP.

Name Change of Pacific City Bank to PCB Bank

On August 25, 2022, the Pacific City Bank will change its name to PCB Bank. In addition, the Company introduced a new logo, which will also be utilized by the Bank after its name change. In accordance with the name change, the Bank will update its website, branch signage and marketing collateral.

COVID-19 Pandemic

The ongoing COVID-19 pandemic, and governmental and societal responses thereto, have had a severe impact on ~~recent~~global economic and market conditions. The U.S. government has enacted a number of monetary and fiscal policies to provide fiscal stimulus and relief in order to mitigate the impact of the COVID-19 pandemic. However, the COVID-19 pandemic continues to be a challenge to public health, including the emergence of new variants, and impact global economic and market conditions, including ~~significant disruption of, and volatility in, financial markets;~~ global supply chain ~~disruptions;~~disruptions and the institution of social distancing and shelter-in-place requirements that have resulted in temporary closures of many businesses, lost revenues, and increased unemployment throughout the U.S., but also specifically in California, where most of the Company’s operations and a large majority of its customers are located. While California’s and New York’s shelter-at-home limits were largely lifted in June, the local economies in the Company’s primary markets have not yet fully recovered. high inflation.

Since the beginning of the crisis, the Company has taken a number of steps to protect the safety of its employees and to support its customers. The Company has enabled its staff to work remotely and established safety measures within its bank premises and branches for both employees and customers.

In order to support its customers, the Company has been in close contact with ~~its customers,~~them, assessing the level of impact on their businesses, and putting a process in place to evaluate each client’s specific situation and provide relief programs where ~~appropriate.~~appropriate, including SBA PPP loans and loan modifications related to the COVID-19 pandemic.

In addition, the Company has been monitoring its liquidity and capital closely. As of September 30, 2021, the Company maintained $215.0 million, or 10.2% of total assets, of cash and cash equivalents and $606.9 million, or 28.8% of total assets, of available borrowing capacity. All regulatory capital ratios were also well above the regulatory well capitalized requirements as of September 30, 2021. At this time, the Company cannot estimate the long term impact of the COVID-19 pandemic, but these conditions ~~impacted and~~ are expected to continue to impact its business, results of operations, and financial condition negatively.

Network and Data Incident

On August 30, 2021, the Bank identified unusual activity on its network. The Bank responded promptly to disable the activity, investigate its source and monitor the Bank’s network. The Bank subsequently became aware of claims that it had been the target of a ransomware attack. On September 7, 2021, the Bank determined that an external actor had illegally accessed and/or acquired certain data on its network. The Bank has been working with third-party forensic investigators to understand the nature and scope of the incident and determine what information may have been accessed and/or acquired and who may have been impacted. The investigation revealed that this incident impacted certain files containing certain Bank customer information. Some of these files contained documents related to loan applications, such as tax returns, Form W-2 information of their employees, and payroll records. The Bank has notified all individuals identified as impacted, consistent with applicable laws. All impacted individuals were offered free Equifax Complete Premier credit monitoring and identify theft protection services. The Bank has notified law enforcement and appropriate authorities of the incident.

The Company continues to monitor and evaluate the data incident for its magnitude and concomitant financial, legal or reputational consequences. To date, such consequences are not material, however the data incident is still recent and notices to affected individuals only recently began and the lawsuit mentioned above is in its very early stages. During the year ended December 31, 2021, expenses associated with the data incident totaled $100 thousand, which represents the retention amount on its insurance claims. There were no additional expenses associated with the data incident during the three and six months ended June 30, 2022. The Company anticipates additional expenses will be incurred in future periods; however, the Company does have a cyber-liability insurance policy that should provide insurance coverage for this incident.

During its most recent review of disclosure controls and procedures, the Company considered the data incident and concluded that its disclosure controls and procedures were effective. Nevertheless, the Company continues to enhance and update its disclosure controls and procedures, including as part of its efforts to enhance its cybersecurity safeguards and measures. With respect to the data incident, upon discovery the Bank engaged experienced outside counsel and continues to work with its experienced third-party forensics firm to investigate and remediate the matter. The Board of Directors was kept apprised of, and a director with experience in data security participated in, the investigation and remediation efforts. As a result of this incident and based on information known at this date, the Company determined that its disclosure controls and procedures were effective and the data incident did not materially affect, nor was it reasonably likely to affect, the Company’s internal control over financial reporting.

Results of Operations

Net Interest Income

A principal component of the Company’s earnings is net interest income, which is the difference between the interest and fees earned on loans and investments and the interest paid on deposits and borrowed funds. Net interest income expressed as a percentage of average interest earning assets is referred to as the net interest margin. The net interest spread is the yield on average interest earning assets less the cost of average interest bearing liabilities. Net interest income is affected by changes in the balances of interest earning assets and interest bearing liabilities and changes in the yields earned on interest earning assets and the rates paid on interest bearing liabilities.

4341

The following ~~table presents~~tables present interest income, average interest-earning assets, interest expense, average interest-bearing liabilities, and their corresponding yields and costs expressed both in dollars and rates, on a consolidated operations basis, for the periods indicated:


		Three Months Ended September 30,													Three Months Ended June 30,
		2021						2020							2022						2021
($ in thousands)	($ in thousands)	Average Balance		Interest		Yield/ Cost (6)		Average Balance		Interest		Yield/ Cost (6)		($ in thousands)	Average Balance		Interest		Yield/ Cost (6)		Average Balance		Interest		Yield/ Cost (6)
Interest-earning assets:	Interest-earning assets:													Interest-earning assets:
Total loans (1)	Total loans (1)	$	1,715,106	$	20,537	4.75	%	$	1,564,704	$	18,938	4.81	%	Total loans (1)	$	1,804,368	$	21,243	4.72	%	$	1,691,704	$	19,511	4.63	%
Mortgage backed securities	Mortgage backed securities	95,908		278		1.15	%	75,832		339		1.78	%	Mortgage backed securities	88,032		416		1.90	%	92,732		233		1.01	%
Collateralized mortgage obligation	Collateralized mortgage obligation	22,534		57		1.00	%	33,393		82		0.98	%	Collateralized mortgage obligation	25,929		125		1.93	%	22,929		54		0.94	%
SBA loan pool securities	SBA loan pool securities	10,390		45		1.72	%	12,996		57		1.74	%	SBA loan pool securities	11,164		43		1.54	%	10,828		51		1.89	%
Municipal bonds - tax exempt (2)	Municipal bonds - tax exempt (2)	5,759		36		2.48	%	5,991		37		2.46	%	Municipal bonds - tax exempt (2)	5,347		37		2.78	%	5,760		37		2.58	%
Corporate bonds	Corporate bonds	2,283		21		3.65	%	—		—		—	%	Corporate bonds	4,852		47		3.89	%	—		—		—	%
Interest-bearing deposits in other financial institutions	Interest-bearing deposits in other financial institutions	179,560		69		0.15	%	251,979		64		0.10	%	Interest-bearing deposits in other financial institutions	185,786		410		0.89	%	156,155		42		0.11	%
FHLB and other bank stock	FHLB and other bank stock	8,577		125		5.78	%	8,447		103		4.85	%	FHLB and other bank stock	9,847		125		5.09	%	8,555		123		5.77	%
Total interest-earning assets	Total interest-earning assets	2,040,117		21,168		4.12	%	1,953,342		19,620		4.00	%	Total interest-earning assets	2,135,325		22,446		4.22	%	1,988,663		20,051		4.04	%
Noninterest-earning assets:	Noninterest-earning assets:													Noninterest-earning assets:
Cash and cash equivalents		19,915						17,094
Cash and due from banks														Cash and due from banks	20,801						19,080
Allowance for loan losses	Allowance for loan losses	(24,854)						(21,268)						Allowance for loan losses	(21,204)						(25,559)
Other assets	Other assets	35,187						42,446						Other assets	73,137						36,605
Total noninterest earning assets	Total noninterest earning assets	30,248						38,272						Total noninterest earning assets	72,734						30,126
Total assets	Total assets	$	2,070,365					$	1,991,614					Total assets	$	2,208,059					$	2,018,789
Interest-bearing liabilities:	Interest-bearing liabilities:													Interest-bearing liabilities:
Deposits:	Deposits:													Deposits:
NOW and money market accounts	NOW and money market accounts	$	387,661	291		0.30	%	$	365,093	391		0.43	%	NOW and money market accounts	$	464,829	430		0.37	%	$	400,314	317		0.32	%
Savings	Savings	12,806		2		0.06	%	9,517		2		0.08	%	Savings	14,989		2		0.05	%	11,588		1		0.03	%
Time deposits	Time deposits	599,865		592		0.39	%	689,352		2,206		1.27	%	Time deposits	521,606		609		0.47	%	615,035		682		0.44	%
Borrowings	Borrowings	18,152		56		1.22	%	130,000		168		0.51	%	Borrowings	11,132		54		1.95	%	19,012		55		1.16	%
Total interest-bearing liabilities	Total interest-bearing liabilities	1,018,484		941		0.37	%	1,193,962		2,767		0.92	%	Total interest-bearing liabilities	1,012,556		1,095		0.43	%	1,045,949		1,055		0.40	%
Noninterest-bearing liabilities:	Noninterest-bearing liabilities:													Noninterest-bearing liabilities:
Demand deposits	Demand deposits	794,165						552,255						Demand deposits	889,691						720,105
Other liabilities	Other liabilities	14,531						15,934						Other liabilities	13,677						13,287
Total noninterest-bearing liabilities	Total noninterest-bearing liabilities	808,696						568,189						Total noninterest-bearing liabilities	903,368						733,392
Total liabilities	Total liabilities	1,827,180						1,762,151						Total liabilities	1,915,924						1,779,341
Shareholders’ equity	Shareholders’ equity	243,185						229,463						Shareholders’ equity	292,135						239,448
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	2,070,365					$	1,991,614					Total liabilities and shareholders’ equity	$	2,208,059					$	2,018,789
Net interest income	Net interest income			$	20,227					$	16,853			Net interest income			$	21,351					$	18,996
Net interest spread (3)	Net interest spread (3)					3.75	%					3.08	%	Net interest spread (3)					3.79	%					3.64	%
Net interest margin (4)	Net interest margin (4)					3.93	%					3.43	%	Net interest margin (4)					4.01	%					3.83	%
Cost of funds (5)	Cost of funds (5)					0.21	%					0.63	%	Cost of funds (5)					0.23	%					0.24	%

(1) Average balance includes both loans held-for-sale and loans held-for-investment, as well as nonaccrual loans. Net amortization of deferred loan fees (cost) of ~~$3.4 million~~$606 thousand and ~~$1.2~~$1.5 million, respectively, and net accretion of discount on loans of ~~$1.9~~$907 thousand and $1.0 million, ~~and $743 thousand,~~ respectively, are included in the interest income for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.

(2) The yield on municipal bonds has not been computed on a tax-equivalent basis.

(3) Net interest spread is calculated by subtracting average rate on interest-bearing liabilities from average yield on interest-earning assets.

(4) Net interest margin is calculated by dividing net interest income by average interest-earning assets.

(5) Cost of funds is calculated by dividing annualized interest expense on total interest-bearing liabilities by the sum of average total interest-bearing liabilities and noninterest-bearing demand deposits.

(6) Annualized.

4442

The following table presents interest income, average interest-earning assets, interest expense, average interest-bearing liabilities, and their corresponding yields and costs expressed both in dollars and rates, on a consolidated operations basis, for the nine months ended September 30, 2021 and 2020:


		Nine Months Ended September 30,													Six Months Ended June 30,
		2021						2020							2022						2021
($ in thousands)	($ in thousands)	Average Balance		Interest		Yield/ Cost (6)		Average Balance		Interest		Yield/ Cost (6)		($ in thousands)	Average Balance		Interest		Yield/ Cost (6)		Average Balance		Interest		Yield/ Cost (6)
Interest-earning assets:	Interest-earning assets:													Interest-earning assets:
Total loans (1)	Total loans (1)	$	1,683,084	$	58,792	4.67	%	$	1,524,628	$	57,617	5.05	%	Total loans (1)	$	1,788,958	$	41,433	4.67	%	$	1,666,808	$	38,255	4.63	%
Mortgage backed securities	Mortgage backed securities	90,095		726		1.08	%	65,713		985		2.00	%	Mortgage backed securities	86,138		723		1.69	%	87,140		448		1.04	%
Collateralized mortgage obligation	Collateralized mortgage obligation	23,442		168		0.96	%	37,500		402		1.43	%	Collateralized mortgage obligation	22,106		173		1.58	%	23,903		111		0.94	%
SBA loan pool securities	SBA loan pool securities	10,959		148		1.81	%	13,351		198		1.98	%	SBA loan pool securities	10,633		81		1.54	%	11,248		103		1.85	%
Municipal bonds - tax exempt (2)	Municipal bonds - tax exempt (2)	5,774		109		2.52	%	5,807		113		2.60	%	Municipal bonds - tax exempt (2)	5,489		73		2.68	%	5,782		73		2.55	%
Corporate bonds	Corporate bonds	769		21		3.65	%	—		—		—	%	Corporate bonds	4,944		94		3.83	%	—		—		—	%
Interest-bearing deposits in other financial institutions	Interest-bearing deposits in other financial institutions	172,136		156		0.12	%	213,292		585		0.37	%	Interest-bearing deposits in other financial institutions	188,051		506		0.54	%	168,363		87		0.10	%
FHLB and other bank stock	FHLB and other bank stock	8,527		357		5.60	%	8,406		353		5.61	%	FHLB and other bank stock	9,216		257		5.62	%	8,501		232		5.50	%
Total interest-earning assets	Total interest-earning assets	1,994,786		60,477		4.05	%	1,868,697		60,253		4.31	%	Total interest-earning assets	2,115,535		43,340		4.13	%	1,971,745		39,309		4.02	%
Noninterest-earning assets:	Noninterest-earning assets:													Noninterest-earning assets:
Cash and cash equivalents		19,359						17,324
Cash and due from banks														Cash and due from banks	20,594						19,076
Allowance for loan losses	Allowance for loan losses	(25,753)						(17,676)						Allowance for loan losses	(21,787)						(26,211)
Other assets	Other assets	37,371						38,255						Other assets	70,384						38,481
Total noninterest earning assets	Total noninterest earning assets	30,977						37,903						Total noninterest earning assets	69,191						31,346
Total assets	Total assets	$	2,025,763					$	1,906,600					Total assets	$	2,184,726					$	2,003,091
Interest-bearing liabilities:	Interest-bearing liabilities:													Interest-bearing liabilities:
Deposits:	Deposits:													Deposits:
NOW and money market accounts	NOW and money market accounts	$	398,459	941		0.32	%	$	367,222	2,058		0.75	%	NOW and money market accounts	$	448,496	743		0.33	%	$	403,948	650		0.32	%
Savings	Savings	11,676		4		0.05	%	7,706		8		0.14	%	Savings	15,315		4		0.05	%	11,101		2		0.04	%
Time deposits	Time deposits	616,707		2,251		0.49	%	725,927		8,934		1.64	%	Time deposits	553,818		1,144		0.42	%	625,267		1,659		0.54	%
Borrowings	Borrowings	37,363		239		0.86	%	95,276		471		0.66	%	Borrowings	10,768		105		1.97	%	47,128		183		0.78	%
Total interest-bearing liabilities	Total interest-bearing liabilities	1,064,205		3,435		0.43	%	1,196,131		11,471		1.28	%	Total interest-bearing liabilities	1,028,397		1,996		0.39	%	1,087,444		2,494		0.46	%
Noninterest-bearing liabilities:	Noninterest-bearing liabilities:													Noninterest-bearing liabilities:
Demand deposits	Demand deposits	707,800						465,634						Demand deposits	865,294						663,902
Other liabilities	Other liabilities	13,925						17,493						Other liabilities	15,194						13,618
Total noninterest-bearing liabilities	Total noninterest-bearing liabilities	721,725						483,127						Total noninterest-bearing liabilities	880,488						677,520
Total liabilities	Total liabilities	1,785,930						1,679,258						Total liabilities	1,908,885						1,764,964
Shareholders’ equity	Shareholders’ equity	239,833						227,342						Shareholders’ equity	275,841						238,127
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	2,025,763					$	1,906,600					Total liabilities and shareholders’ equity	$	2,184,726					$	2,003,091
Net interest income	Net interest income			$	57,042					$	48,782			Net interest income			$	41,344					$	36,815
Net interest spread (3)	Net interest spread (3)					3.62	%					3.03	%	Net interest spread (3)					3.74	%					3.56	%
Net interest margin (4)	Net interest margin (4)					3.82	%					3.49	%	Net interest margin (4)					3.94	%					3.77	%
Cost of funds (5)	Cost of funds (5)					0.26	%					0.92	%	Cost of funds (5)					0.21	%					0.29	%

(1) Average balance includes both loans held-for-sale and loans held-for-investment, as well as nonaccrual loans. Net amortization of deferred loan fees (cost) of ~~$4.7~~$1.8 million and ~~$2.0~~$2.7 million, respectively, and net accretion of discount on loans of ~~$2.7~~$1.8 million and ~~$2.3~~$1.8 million, respectively, are included in the interest income for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.

(2) The yield on municipal bonds has not been computed on a tax-equivalent basis.

(3) Net interest spread is calculated by subtracting average rate on interest-bearing liabilities from average yield on interest-earning assets.

(4) Net interest margin is calculated by dividing net interest income by average interest-earning assets.

(6) Annualized.

4543

The following table presents the changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. Information is provided on changes attributable to: (i) changes in volume multiplied by the prior rate; and (ii) changes in rate multiplied by the prior volume. Changes attributable to both rate and volume which cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate.


		Three Months Ended September 30,							Nine Months Ended September 30,									Three Months Ended June 30,								Six Months Ended June 30,
		2021 vs. 2020							2021 vs. 2020									2022 vs. 2021								2022 vs. 2021
		Increase (Decrease) Due to				Net Increase (Decrease)			Increase (Decrease) Due to						Net Increase (Decrease)			Increase (Decrease) Due to					Net Increase (Decrease)			Increase (Decrease) Due to						Net Increase (Decrease)
($ in thousands)	($ in thousands)	Volume		Rate				Volume			Rate			($ in thousands)			Volume		Rate			Volume				Rate
Interest earned on:	Interest earned on:																	Interest earned on:
Total loans	Total loans	$	1,820	$	(221)	$	1,599		$	5,988		$	(4,813)		$	1,175	Total loans	$	1,299	$	433			$	1,732		$	2,803		$	375		$	3,178
Investment securities	Investment securities	35		(113)		(78)			120			(646)			(526)		Investment securities	9		284			293			7			402			409
Other interest-earning assets	Other interest-earning assets	(46)		73		27			(174)			(251)			(425)		Other interest-earning assets	31		339			370			37			407			444
Total interest income	Total interest income	1,809		(261)		1,548			5,934			(5,710)			224		Total interest income	1,339		1,056			2,395			2,847			1,184			4,031
Interest incurred on:	Interest incurred on:																Interest incurred on:
Savings, NOW, and money market deposits	Savings, NOW, and money market deposits	27		(127)		(100)			194			(1,315)			(1,121)		Savings, NOW, and money market deposits	52		62			114			77			18			95
Time deposits	Time deposits	(286)		(1,328)		(1,614)			(1,344)			(5,339)			(6,683)		Time deposits	(104)		31			(73)			(190)			(325)			(515)
Borrowings	Borrowings	(145)		33		(112)			(286)			54			(232)		Borrowings	(23)		22			(1)			(141)			63			(78)
Total interest expense	Total interest expense	(404)		(1,422)		(1,826)			(1,436)			(6,600)			(8,036)		Total interest expense	(75)		115			40			(254)			(244)			(498)
Change in net interest income	Change in net interest income	$	2,213	$	1,161	$	3,374		$	7,370		$	890		$	8,260	Change in net interest income	$	1,414	$	941		$	2,355		$	3,101		$	1,428		$	4,529

Three Months Ended ~~September~~June 30, ~~2021~~2022 Compared to Three Months Ended ~~September~~June 30, ~~2020~~2021

The following table presents the components of net interest income for the periods indicated:

Three Months Ended September 30, Amount Change Percentage Change
($ in thousands) 2021 2020
Interest income:
Interest and fees on loans $ 20,537 $ 18,938 $ 1,599 8.4 %
Interest on investment securities 437 515 (78) (15.1) %
Interest and dividends on other interest-earning assets 194 167 27 16.2 %
Total interest income 21,168 19,620 1,548 7.9 %
Interest expense:
Interest on deposits 885 2,599 (1,714) (65.9) %
Interest on borrowings 56 168 (112) (66.7) %
Total interest expense 941 2,767 (1,826) (66.0) %
Net interest income $ 20,227 $ 16,853 $ 3,374 20.0 %


	Three Months Ended June 30,				Amount Change		Percentage Change
($ in thousands)	2022		2021
Interest and dividend income:
Loans, including fees	$	21,243	$	19,511	$	1,732	8.9	%
Investment securities	668		375		293		78.1	%
Other interest-earning assets	535		165		370		224.2	%
Total interest income	22,446		20,051		2,395		11.9	%
Interest expense:
Deposits	1,041		1,000		41		4.1	%
Borrowings	54		55		(1)		(1.8)	%
Total interest expense	1,095		1,055		40		3.8	%
Net interest income	$	21,351	$	18,996	$	2,355	12.4	%

Net interest income increased primarily due to a ~~55 basis point decrease in average cost on interest-bearing liabilities, a 12 basis point increase in average yield on interest-earning assets, a 4.4%~~7.4% increase in average balance of interest-earning assets, an 18 basis point increase in average yield, and a ~~14.7%~~3.2% decrease in average balance of interest-bearing ~~liabilities.~~liabilities, partially offset by a 3 basis point increase in average cost.

Interest and fees on loans increased primarily due to a ~~9.6%~~6.7% increase in average balance ~~partially offset by~~and a 69 basis point ~~decrease~~increase in average yield. The ~~decrease~~increase in average yield was primarily due to an increase in overall interest rates on loans from the ~~lower market rates,~~rising interest rate environment, partially offset by ~~increases~~a decrease in net amortization of ~~net~~ deferred ~~fees and net accretion of discount.~~loan fees. The ~~increase~~decrease in net ~~accretion of discount was primarily due to an increase in loan payoffs on SBA loans. The increase in~~ amortization of ~~net~~ deferred loan fees was primarily due to the ~~payoffs and forgiveness~~decreased amount of SBA PPP ~~loans.~~loan payoffs.

Interest on investment securities ~~decreased~~increased primarily due to ~~a 33~~an 84 basis point ~~decrease~~increase in average yield ~~partially offset by~~and a ~~6.8%~~2.3% increase in average balance. The ~~decrease~~increase in average yield ~~and the increase in average balance were~~was primarily due to ~~new investment~~a decrease in net amortization of premiums on mortgage-backed securities ~~purchased under low market rates during the past 12-month period. The Company purchased new investment securities of $50.0 million during the past 12-month period.~~and collateralized mortgage obligations. For the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, yield on total investment securities was ~~1.27%~~1.98% and ~~1.60%~~1.14%, respectively.

4644

Interest income on other interest-earning assets increased primarily due to a 1570 basis point increase in average yield ~~partially offset by~~and a ~~27.8% decrease~~18.8% increase in average balance. The increase in average yield was primarily due to an increase in ~~dividend income~~interest rate on cash held at the Federal ~~Home Loan~~Reserve Bank ~~stock.~~(“FRB”) account. The ~~decrease~~increase in average balance was primarily due to an increase in ~~loans,~~deposits and the ECIP capital investment, partially offset by an increase in ~~deposits.~~loans. The Company maintains most of its cash at the FRB account. For the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, yield on total other interest-earning assets was ~~0.41%~~1.10% and ~~0.26%~~0.40%, respectively.

Interest expense on deposits ~~decreased~~increased primarily due to a 623 basis point ~~decrease~~increase in average cost of interest-bearing deposits and a ~~13.0% decrease in average balance of time deposits, partially offset by a 6.9%~~16.5% increase in savings, NOW and money market ~~accounts.~~accounts, partially offset by a 15.2% decrease in average balance of time deposits. The ~~decrease~~increase in average cost was primarily due to ~~the lower~~an increase in market rates. The decrease in average balance of time deposits was primarily due to a lower level of new time deposits. For the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, average cost on total interest-bearing deposits was ~~0.35%~~0.42% and ~~0.97%~~0.39%, respectively, and average cost on total deposits were 0.22% and 0.23%, respectively.

Interest expense on borrowings decreased primarily due to a decrease in average balance, partially offset by an increase in average cost. The Company had no outstanding borrowings as of June 30, 2022.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

The following table presents the components of net interest income for the periods indicated:


	Six Months Ended June 30,				Amount Change		Percentage Change
($ in thousands)	2022		2021
Interest and dividend income:
Loans, including fees	$	41,433	$	38,255	$	3,178	8.3	%
Investment securities	1,144		735		409		55.6	%
Other interest-earning assets	763		319		444		139.2	%
Total interest income	43,340		39,309		4,031		10.3	%
Interest expense:
Deposits	1,891		2,311		(420)		(18.2)	%
Borrowings	105		183		(78)		(42.6)	%
Total interest expense	1,996		2,494		(498)		(20.0)	%
Net interest income	$	41,344	$	36,815	$	4,529	12.3	%

Net interest income increased primarily due to a 7.3% increase in average balance of interest-earning assets, an 11 basis point increase in average yield, a 5.4% decrease in average balance of interest-bearing liabilities and a 7 basis point decrease in average cost.

Interest and fees on loans increased primarily due to a 7.3% increase in average balance and a 4 basis point increase in average yield. The increase in average yield was primarily due to the rising interest rate environment, partially offset by a decrease in net amortization of deferred loan fees. The decrease in net amortization of deferred loan fees was primarily due to the decreased amount of SBA PPP loan payoffs.

Interest on investment securities increased primarily due to a 62 basis point increase in average yield and a 1.0% increase in average balance. The increase in average yield was primarily due to a decrease in net amortization of premiums on mortgage-backed securities and collateralized mortgage obligations. For the six months ended June 30, 2022 and 2021, yield on total investment securities was 1.78% and 1.16%, respectively.

Interest income on other interest-earning assets increased primarily due to a 42 basis point increase in average yield and a 11.5% increase in average balance. The increase in average yield was primarily due to an increase in interest rate on cash held at the FRB account. The increase in average balance was primarily due to an increase in deposits and the ECIP capital investment, partially offset by an increase in loans. For the six months ended June 30, 2022 and 2021, yield on total other interest-earning assets was 0.78% and 0.36%, respectively.

Interest expense on deposits decreased primarily due to an 8 basis point decrease in average cost of interest-bearing deposits and an 11.4% decrease in average balance of time deposits, partially offset by a 11.7% increase in savings, NOW and money market accounts. The decrease in average cost was primarily due to the lower interest rates on time deposits opened throughout 2021. The decrease in average balance of time deposits was primarily due to a lower level of new time deposits. For the six months ended June 30, 2022 and 2021, average cost on total interest-bearing deposits was 0.37% and 0.45%, respectively, and average cost on total deposits were 0.20% and ~~0.64%~~0.27%, respectively.

Interest expense on borrowings decreased primarily due to a decrease in average balance, partially offset by an increase in average cost of FHLB advances. The Company ~~maintained a lower balance~~had no outstanding borrowings as of ~~other borrowings primarily due to the increase in deposits.~~

~~Nine Months Ended September~~June 30, ~~2021 Compared to Nine Months Ended September 30, 2020~~

~~The following table presents the components of net interest income for the periods indicated:~~

Nine Months Ended September 30, Amount Change Percentage Change
($ in thousands) 2021 2020
Interest income:
Interest and fees on loans $ 58,792 $ 57,617 $ 1,175 2.0 %
Interest on investment securities 1,172 1,698 (526) (31.0) %
Interest and dividends on other interest-earning assets 513 938 (425) (45.3) %
Total interest income 60,477 60,253 224 0.4 %
Interest expense:
Interest on deposits 3,196 11,000 (7,804) (70.9) %
Interest on borrowings 239 471 (232) (49.3) %
Total interest expense 3,435 11,471 (8,036) (70.1) %
Net interest income $ 57,042 $ 48,782 $ 8,260 16.9 %

Net interest income increased primarily due to an 85 basis point decrease in average cost on interest-bearing liabilities, a 6.7% increase in average balance of interest-earning assets, and an 11.0% decrease in average balance of interest-bearing liabilities, partially offset by a 26 basis point decrease in average yield on interest-earning assets.

Interest and fees on loans increased primarily due to a 10.4% increase in average balance, partially offset by a 38 basis point decrease in average yield. The decrease in average yield was primarily due to the lower market rates, partially offset by increases in amortization of net deferred fees and net accretion of discount. The increase in net accretion of discount was primarily due to an increase in loan payoffs on SBA loans. The increase in amortization of net deferred fees was primarily due to the payoffs and forgiveness of SBA PPP loans.

Interest on investment securities decreased primarily due to a 65 basis point decrease in average yield, partially offset by a 7.1% increase in average balance. The decrease in average yield and the increase in average balance were primarily due to new investment securities purchased under low market rates during the past 12-month period. The Company purchased new investment securities of $50.0 million during the past 12-month period. For the nine months ended September 30, 2021 and 2020, yield on total investment securities was 1.20% and 1.85%, respectively.

Interest income on other interest-earning assets decreased primarily due to a 19 basis point decrease in average yield and an 18.5% decrease in average balance. The decrease in average yield was primarily due to the lower rates on the account with Federal Reserve Bank. The decrease in average balance was primarily due to an increase in loans, partially offset by an increase in deposits. For the nine months ended September 30, 2021 and 2020, yield on total other interest-earning assets was 0.38% and 0.57%, respectively.

Interest expense on deposits decreased primarily due to a 91 basis point decrease in average cost of interest-bearing deposits and a 15.0% decrease in average balance of time deposits, partially offset by a 9.4% increase in savings, NOW and money market accounts. The decrease in average cost was primarily due to the lower market rates. The decrease in average balance of time deposits was primarily due to a lower level of new time deposits. For the nine months ended September 30, 2021 and 2020, average cost on total interest-bearing deposits was 0.42% and 1.33%, respectively, and average cost on total deposits were 0.25% and 0.94%, respectively.

Interest expense on borrowings decreased primarily due to a decrease in average balance, partially offset by an increase in average cost of FHLB advances. The Company maintained a lower balance of other borrowings primarily due to the increase in deposits.2022.

~~Provision (reversal)~~Reversal for Loan Losses

~~Provision (reversal)~~Reversal for loan losses was ~~$(1.1) million~~$109 thousand and ~~$4.3 million~~$934 thousand for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. For the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, ~~and 2020, provision (reversal)~~reversal for loan losses was ~~$(3.1)~~$1.3 million and ~~$11.1~~$2.1 million, respectively. The reversal for loan losses for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was primarily due to a decrease in historical loss and qualitative adjustment factor allocations as a result of improving economic conditions, partially offset by ~~an increase~~increases in commercial and residential property loans.

See further discussion in “Allowance for Loan Losses.”

4846

Noninterest Income

Three Months Ended ~~September~~June 30, ~~2021~~2022 Compared to Three Months Ended ~~September~~June 30, ~~2020~~2021

The following table presents the components of noninterest income for the periods indicated:


		Three Months Ended September 30,				Amount Change				Percentage Change					Three Months Ended June 30,						Amount Change			Percentage Change
($ in thousands)	($ in thousands)	2021		2020				($ in thousands)				2022				2021
Service charges and fees on deposits	Service charges and fees on deposits	$	292	$	280			$	12				4.3	%	Service charges and fees on deposits		$	330		$	302		$	28		9.3	%
Loan servicing income	Loan servicing income	655		856		(201)				(23.5)	%	Loan servicing income			755			545			210			38.5	%
Bank-owned life insurance income												Bank-owned life insurance income			175			—			175			NM
Gain on sale of loans	Gain on sale of loans	4,269		821		3,448				420.0	%	Gain on sale of loans			2,039			3,967			(1,928)			(48.6)	%

Other income	Other income	372		315		57				18.1	%	Other income			349			337			12			3.6	%
Total noninterest income	Total noninterest income	$	5,588	$	2,272	$	3,316			146.0	%	Total noninterest income			$	3,648		$	5,151		$	(1,503)		(29.2)	%

~~Service charges and fees on deposits~~Loan servicing income increased primarily due to an increase in ~~fee-based transactions.~~servicing income received and a decrease in servicing asset amortization. Servicing asset amortization was $532 thousand and $579 thousand, respectively, for the three months ended June 30, 2022 and 2021.

The Company purchased bank-owned life insurance during November 2021. Bank-owned life insurance income represents the increase in cash surrender value of the insurance policy.

Gain on sale of loans decreased primarily due to a lower level of premium on SBA loans in the secondary market. The Company sold SBA loans of $38.4 million with a gain of $2.0 million during the three months ended June 30, 2022. During the three months ended June 30, 2021, the Company sold SBA loans of $34.1 million with a gain of $4.0 million and residential property loans of $1.6 million with a gain of $13 thousand.

Other income primarily included wire transfer fees of $166 thousand and $141 thousand, respectively, and debit card interchange fees of $85 thousand and $77 thousand, respectively, for the three months ended June 30, 2022 and 2021.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

The following table presents the components of noninterest income for the periods indicated:


	Six Months Ended June 30,				Amount Change		Percentage Change
($ in thousands)	2022		2021
Service charges and fees on deposits	$	633	$	595	$	38	6.4	%
Loan servicing income	1,455		1,427		28		2.0	%
Bank-owned life insurance income	347		—		347		NM
Gain on sale of loans	5,816		5,289		527		10.0	%

Other income	683		697		(14)		(2.0)	%
Total noninterest income	$	8,934	$	8,008	$	926	11.6	%

Loan servicing income ~~decreased~~increased primarily due to an increase in servicing ~~asset amortization from~~income received, partially offset by an increase in ~~loan payoffs.~~servicing asset amortization. Servicing asset amortization was ~~$525 thousand~~$1.1 million and ~~$388~~$970 thousand, respectively, for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.

The Company purchased bank-owned life insurance during November 2021. Bank-owned life insurance income represents the increase in cash surrender value of the insurance policy.

Gain on sale of loans increased primarily due to ~~a higher level of premiums on SBA loans in the secondary market and~~ an increase in sale volume of SBA loans. The Company sold SBA loans of $78.1 million with a gain of $5.9 million during the six months ended June 30, 2022. During the six months ended June 30, 2021, the Company sold SBA loans of $45.0 million with a gain of ~~$4.3~~$5.1 million and residential property loans of ~~$301 thousand with a gain of $2 thousand, and certain commercial property loans of $3.5~~$9.5 million with a gain of $4 thousand during the three months ended September 30, 2021. During the three months ended September 30, 2020, the Company sold SBA loans of $8.6 million with a gain of $689 thousand and residential property loans of $16.6 million with a gain of $132$140 thousand.

Other income primarily included wire transfer fees of ~~$159~~$325 thousand and ~~$137~~$276 thousand, respectively, ~~and~~ debit card interchange fees of ~~$86~~$169 thousand and ~~$67~~$136 thousand, respectively, and gain on sale of OREO of none and $74 thousand, respectively, for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.

~~Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020~~

~~The following table presents the components of noninterest income for the periods indicated:~~

Nine Months Ended September 30, Amount Change Percentage Change
($ in thousands) 2021 2020
Service charges and fees on deposits $ 887 $ 945 $ (58) (6.1) %
Loan servicing income 2,082 2,312 (230) (9.9) %
Gain on sale of loans 9,558 3,044 6,514 214.0 %
Other income 1,069 915 154 16.8 %
Total noninterest income $ 13,596 $ 7,216 $ 6,380 88.4 %

~~Service charges and fees on deposits decreased primarily due to a decrease in fee-based transactions.~~

Loan servicing income decreased primarily due to a decrease in servicing fee income and an increase in servicing asset amortization. Servicing asset amortization was $1.5 million and $1.4 million, respectively, for the nine months ended September 30, 2021 and 2020.

Gain on sale of loans increased primarily due to a higher level of premiums on SBA loans in the secondary market and an increase in sale volume of SBA loans. The Company sold SBA loans of $90.1 million with a gain of $9.4 million, residential property loans of $9.8 million with a gain of $142 thousand, and certain commercial property loans of $5.2 million with a gain of $4 thousand during the nine months ended September 30, 2021. During the nine months ended September 30, 2020, the Company sold SBA loans of $47.4 million with a gain of $2.8 million and residential property loans of $24.8 million with a gain of $203 thousand.

Other income primarily included wire transfer fees of $435 thousand and $391 thousand, respectively, and debit card interchange fees of $222 thousand and $185 thousand, respectively, for the nine months ended September 30, 2021 and 2020. For the nine months end September 30, 2021, other income also included gain on sale of other real estate owned of $74 thousand.

4947

Noninterest Expense

Three Months Ended ~~September~~June 30, ~~2021~~2022 Compared to Three Months Ended ~~September~~June 30, ~~2020~~2021

The following table presents the components of noninterest expense for the periods indicated:


		Three Months Ended September 30,				Amount Change				Percentage Change					Three Months Ended June 30,						Amount Change			Percentage Change
($ in thousands)	($ in thousands)	2021		2020				($ in thousands)				2022				2021
Salaries and employee benefits	Salaries and employee benefits	$	7,606	$	6,438			$	1,168				18.1	%	Salaries and employee benefits		$	8,125		$	7,125		$	1,000		14.0	%
Occupancy and equipment	Occupancy and equipment	1,399		1,416		(17)				(1.2)	%	Occupancy and equipment			1,537			1,388			149			10.7	%
Professional fees	Professional fees	422		325		97				29.8	%	Professional fees			642			658			(16)			(2.4)	%
Marketing and business promotion	Marketing and business promotion	416		193		223				115.5	%	Marketing and business promotion			310			516			(206)			(39.9)	%
Data processing	Data processing	391		373		18				4.8	%	Data processing			441			396			45			11.4	%
Director fees and expenses	Director fees and expenses	144		125		19				15.2	%	Director fees and expenses			182			151			31			20.5	%

Regulatory assessments	Regulatory assessments	12		267		(255)				(95.5)	%	Regulatory assessments			147			179			(32)			(17.9)	%

Other expenses	Other expenses	842		749		93				12.4	%	Other expenses			861			726			135			18.6	%
Total noninterest expense	Total noninterest expense	$	11,232	$	9,886	$	1,346			13.6	%	Total noninterest expense			$	12,245		$	11,139		$	1,106		9.9	%

Salaries and employee benefits increased primarily due to ~~increases~~an increase in salaries ~~bonus accrual,~~from the annual merit increase and ~~the incentive~~an increased number of employees, partially offset by a decrease in incentives tied to the sales of Loan Production Offices (“LPO”) originated SBA loans and an increase in loan origination cost, which offsets the ~~incentive for SBA PPP loan production paid during the three months ended September 30, 2021, partially offset by decreases in vacation accrual and stock compensation expense.~~recognition of salaries. The number of full-time equivalent employees was ~~249~~271 at ~~September~~June 30, ~~2021~~2022 compared to ~~252~~248 at ~~September~~June 30, ~~2020.~~2021.

Marketing and business promotion expense decreased primarily due to a decrease in advertisement, partially offset by an increase in marketing activities.

Director fees and expenses increased primarily due to ~~an increase in advertisement.~~a new director appointed during the fourth quarter of 2021.

Regulatory assessment expense decreased primarily due to ~~an adjustment made for the~~a decrease in assessment rate, ~~decrease,~~ partially offset by an increase in balance ~~sheet growth.~~sheet.

Other expenses primarily included ~~$42~~$55 thousand and ~~$111~~$64 thousand in loan related expenses, ~~$378~~$369 thousand and ~~$345~~$338 thousand in office expense, and ~~$144~~$150 thousand and ~~$125~~$130 thousand in armed guard expense for the three months ended ~~September~~June 30, 2022 and 2021, ~~and 2020,~~ respectively.

5048

~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021

The following table presents the components of noninterest expense for the periods indicated:


		Nine Months Ended September 30,				Amount Change				Percentage Change					Six Months Ended June 30,						Amount Change			Percentage Change
($ in thousands)	($ in thousands)	2021		2020				($ in thousands)				2022				2021
Salaries and employee benefits	Salaries and employee benefits	$	20,913	$	18,750			$	2,163				11.5	%	Salaries and employee benefits		$	16,720		$	13,307		$	3,413		25.6	%
Occupancy and equipment	Occupancy and equipment	4,158		4,196		(38)				(0.9)	%	Occupancy and equipment			2,934			2,759			175			6.3	%
Professional fees	Professional fees	1,574		1,631		(57)				(3.5)	%	Professional fees			1,045			1,152			(107)			(9.3)	%
Marketing and business promotion	Marketing and business promotion	1,070		920		150				16.3	%	Marketing and business promotion			517			654			(137)			(20.9)	%
Data processing	Data processing	1,164		1,097		67				6.1	%	Data processing			845			773			72			9.3	%
Director fees and expenses	Director fees and expenses	433		453		(20)				(4.4)	%	Director fees and expenses			351			289			62			21.5	%
Regulatory assessments	Regulatory assessments	399		728		(329)				(45.2)	%	Regulatory assessments			288			387			(99)			(25.6)	%
Other expenses	Other expenses	2,329		2,374		(45)				(1.9)	%	Other expenses			1,616			1,487			129			8.7	%
Total noninterest expense	Total noninterest expense	$	32,040	$	30,149	$	1,891			6.3	%	Total noninterest expense			$	24,316		$	20,808		$	3,508		16.9	%

Salaries and employee benefits increased primarily due to increases in salaries, ~~bonus accrual, and~~ the ~~incentive~~incentives tied to ~~the incentives for~~sales of LPO originated SBA loans, and other employee benefit expenses, and a decrease in loan ~~sales and~~origination cost. For the six months ended June 30, 2021, loan origination cost were higher primarily due to the SBA PPP loan production, partially offset by decreases in vacation accrual and stock compensation expense. Direct loan origination cost related to SBA PPP loan production totaled $812 thousand and $1.1 million for nine months ended September 30, 2021 and 2020, respectively.production. The number of full-time equivalent employees was ~~249~~271 at ~~September~~June 30, ~~2021~~2022 compared to ~~252~~248 at ~~September~~June 30, ~~2020.~~

Professional fees decreased primarily due to decreases in expenses related to decreases in expenses related to the Bank’s Bank Secrecy Act and Anti-Money Laundering (“BSA/AML”) compliance enhancements.2021.

Marketing and business promotion expense decreased primarily due to a decrease in advertisement, partially offset by an increase in marketing activities.

Director fees and expenses increased primarily due to ~~an increase in advertisement.~~a new director appointed during the fourth quarter of 2021.

Regulatory assessment expense decreased primarily due to ~~to an adjustment made for the~~a decrease in assessment rate, ~~decrease,~~ partially offset by an increase in balance ~~sheet growth.~~sheet.

Other expenses primarily included ~~$263~~$101 thousand and ~~$328~~$221 thousand in loan related expenses, ~~$1.0 million~~$695 thousand and ~~$1.1 million~~$645 thousand in office expense, and ~~$388~~$290 thousand and ~~$379~~$244 thousand in armed guard expense for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, ~~and 2020,~~ respectively.

Income Tax Expense

5149

Financial Condition

Investment Securities

The Company’s investment strategy aims to maximize earnings while maintaining liquidity in securities with minimal credit risk. The types and maturities of securities purchased are primarily based on current and projected liquidity and interest rate sensitivity positions.

On June 30, 2020, the Company transferred securities held-to-maturity to securities available-for-sale as a part of the Company’s liquidity management plan in response to the COVID-19 pandemic. Management determined that its securities held-to-maturity no longer adhere to the Company’s current liquidity management plan and could be sold to potentially improve liquidity position. Accordingly, the Company was no longer able to assert that it had the intent to hold these securities until maturity and the Company’s ability to assert that it has the intent and ability to hold to maturity debt securities will be limited for up to two years from the date of transfer. The Company transferred all securities held-to-maturity of $18.8 million to securities available-for-sale, which resulted in a pre-tax increase to accumulated other comprehensive income of $787 thousand.

The following table presents the amortized cost and fair value of the investment securities portfolio as of the dates indicated:


		September 30, 2021						December 31, 2020							June 30, 2022						December 31, 2021
($ in thousands)	($ in thousands)	Amortized Cost		Fair Value		Unrealized Gain (Loss)		Amortized Cost		Fair Value		Unrealized Gain (Loss)		($ in thousands)	Amortized Cost		Fair Value		Unrealized Gain (Loss)		Amortized Cost		Fair Value		Unrealized Gain (Loss)
Securities available-for-sale:	Securities available-for-sale:													Securities available-for-sale:
U.S. government agency and U.S. government sponsored enterprise securities:	U.S. government agency and U.S. government sponsored enterprise securities:													U.S. government agency and U.S. government sponsored enterprise securities:
Residential mortgage-backed securities	Residential mortgage-backed securities	$	91,446	$	91,485	$	39	$	74,622	$	76,154	$	1,532	Residential mortgage-backed securities	$	101,619	$	93,510	$	(8,109)	$	85,346	$	84,713	$	(633)
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	21,079		21,198		119		26,216		26,467		251		Residential collateralized mortgage obligations	25,705		24,680		(1,025)		18,990		19,056		66
SBA loan pool securities	SBA loan pool securities	9,406		9,667		261		11,753		12,080		327		SBA loan pool securities	11,007		10,792		(215)		8,520		8,672		152
Municipal bonds	Municipal bonds	5,339		5,708		369		5,370		5,826		456		Municipal bonds	5,307		5,272		(35)		5,329		5,686		357
Corporate bonds	Corporate bonds	5,000		5,044		44		—		—		—		Corporate bonds	5,000		4,813		(187)		5,000		5,071		71
Total securities available-for-sale	Total securities available-for-sale	$	132,270	$	133,102	$	832	$	117,961	$	120,527	$	2,566	Total securities available-for-sale	$	148,638	$	139,067	$	(9,571)	$	123,185	$	123,198	$	13

Total investment securities were ~~$133.1~~$139.1 million at ~~September~~June 30, ~~2021,~~2022, an increase of ~~$12.6~~$15.9 million, or ~~10.4%~~12.9%, from ~~$120.5~~$123.2 million at December 31, ~~2020.~~2021. The increase was primarily due to purchases of ~~$47.3~~$38.0 million, partially offset by principal paydowns of ~~$32.2~~$12.3 million, a decrease in fair value of securities available-for-sale of ~~$1.7~~$9.6 million, and net premium amortization of ~~$811~~$232 thousand.

The Company performs an OTTI assessment at least on a quarterly basis. OTTI is recognized when fair value is below the amortized cost where: (i) an entity has the intent to sell the security; (ii) it is more likely than not that an entity will be required to sell the security before recovery of its amortized cost basis; or (iii) an entity does not expect to recover the entire amortized cost basis of the security. All individual securities in a continuous unrealized loss position for 12 months or more as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 had an investment grade rating upon purchase. The issuers of these securities have not established any cause for default on these securities and various rating agencies have reaffirmed their long-term investment grade status as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. These securities have fluctuated in value since their purchase dates as market interest rates fluctuated. The Company does not intend to sell these securities and it is more likely than not that the Company will not be required to sell before the recovery of its amortized cost basis. The Company determined that the investment securities with unrealized losses for twelve months or more are not other-than-temporary impaired, and, therefore, no impairment was recognized during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.

5250

The following table presents the contractual maturity schedule for securities, at amortized cost, and their weighted-average yields as of ~~September 30, 2021:~~the date indicated:


																							June 30, 2022
		Within One Year				More than One Year through Five Years				More than Five Years through Ten Years				More than Ten Years				Total					Within One Year				More than One Year through Five Years				More than Five Years through Ten Years				More than Ten Years				Total
($ in thousands)	($ in thousands)	Amortized Cost		Weighted-Average Yield		Amortized Cost		Weighted-Average Yield		Amortized Cost		Weighted-Average Yield		Amortized Cost		Weighted-Average Yield		Amortized Cost		Weighted-Average Yield		($ in thousands)	Amortized Cost		Weighted-Average Yield		Amortized Cost		Weighted-Average Yield		Amortized Cost		Weighted-Average Yield		Amortized Cost		Weighted-Average Yield		Amortized Cost		Weighted-Average Yield
Securities available-for-sale:	Securities available-for-sale:																					Securities available-for-sale:
U.S. government agency and U.S. government sponsored enterprise securities:	U.S. government agency and U.S. government sponsored enterprise securities:																					U.S. government agency and U.S. government sponsored enterprise securities:
Residential mortgage-backed securities	Residential mortgage-backed securities	$	—	—	%	$	604	1.53	%	$	8,709	1.53	%	$	82,133	1.32	%	$	91,446	1.35	%	Residential mortgage-backed securities	$	—	—	%	$	840	1.57	%	$	8,747	1.81	%	$	92,032	2.04	%	$	101,619	2.01	%
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	—		—	%	—		—	%	10,717		0.70	%	10,362		1.46	%	21,079		1.07	%	Residential collateralized mortgage obligations	—		—	%	218		2.09	%	8,579		1.99	%	16,908		2.32	%	25,705		2.21	%
SBA loan pool securities	SBA loan pool securities	—		—	%	519		2.58	%	1,509		0.67	%	7,378		2.01	%	9,406		1.82	%	SBA loan pool securities	—		—	%	401		2.58	%	3,098		0.73	%	7,508		1.72	%	11,007		1.48	%
Municipal bonds	Municipal bonds	307		1.72	%	1,858		2.07	%	834		2.27	%	2,340		3.53	%	5,339		2.72	%	Municipal bonds	300		5.00	%	1,839		2.07	%	822		2.27	%	2,346		3.53	%	5,307		2.91	%
Corporate bonds	Corporate bonds	—		—	%	—		—	%	5,000		3.75	%	—		—	%	5,000		3.75	%	Corporate bonds	—		—	%	—		—	%	5,000		3.75	%	—		—	%	5,000		3.75	%
Total securities available-for-sale	Total securities available-for-sale	$	307	1.72	%	$	2,981	2.05	%	$	26,769	1.59	%	$	102,213	1.44	%	$	132,270	1.48	%	Total securities available-for-sale	$	300	5.00	%	$	3,298	2.01	%	$	26,246	2.13	%	$	118,794	2.09	%	$	148,638	2.10	%

Weighted-average yields are based upon the amortized cost of securities and are calculated using the interest method which takes into consideration of premium amortization and discount accretion. Weighted-average yields on tax-exempt debt securities exclude the federal income tax benefit.

5351

Loans Held-For-Sale

Loans held-for-sale are carried at the lower of cost or fair value. When a determination is made at the time of commitment to originate as held-for-investment, it is the Company’s intent to hold these loans to maturity or for the foreseeable future, subject to periodic reviews under the Company’s management evaluation processes, including asset/liability management and credit risk management. When the Company subsequently changes its intent to hold certain loans, the loans are transferred to held-for-sale at the lower of cost or fair value. Certain loans are transferred to held-for-sale with write-downs to allowance for loan losses. The following table presents a composition of loans held-for-sale as of the dates indicated:


($ in thousands)	($ in thousands)	September 30, 2021		December 31, 2020		($ in thousands)	June 30, 2022		December 31, 2021
Real estate loans:	Real estate loans:					Real estate loans:

Residential property		$	—	$	300

SBA property	SBA property	28,036		1,411		SBA property	$	8,040	$	33,603

Commercial and industrial loans:	Commercial and industrial loans:					Commercial and industrial loans:

SBA commercial term	SBA commercial term	984		268		SBA commercial term	1,587		3,423

Total	Total	$	29,020	$	1,979	Total	$	9,627	$	37,026

Loans held-for-sale were ~~$29.0~~$9.6 million at ~~September~~June 30, ~~2021, an increase~~2022, a decrease of ~~$27.0~~$27.4 million, or ~~1,366.4%~~74.0%, from ~~$2.0~~$37.0 million at December 31, ~~2020.~~2021. The ~~increase~~decrease was primarily due to ~~new funding~~sales of ~~$126.8 million and a loan transferred from loans held-for-investment of $5.4~~$78.1 million, partially offset by ~~sales~~new funding of ~~$105.1~~$51.1 million.

Loans Held-For-Investment and Allowance for Loan Losses

The following table presents the composition of the Company’s loans held-for-investment as of the dates indicated:


		September 30, 2021				December 31, 2020					June 30, 2022					December 31, 2021
($ in thousands)	($ in thousands)	Amount		Percentage to Total		Amount		Percentage to Total		($ in thousands)	Amount			Percentage to Total		Amount			Percentage to Total
Real estate loans:	Real estate loans:									Real estate loans:
Commercial property	Commercial property	$	1,054,351	61.6	%	$	880,736	55.5	%	Commercial property	$	1,204,142		65.7	%	$	1,105,843		63.9	%
Residential property	Residential property	201,635		11.8	%	198,431		12.5	%	Residential property	258,259			14.1	%	209,485			12.1	%
SBA property	SBA property	127,845		7.5	%	126,570		8.0	%	SBA property	131,420			7.2	%	129,661			7.5	%
Construction	Construction	6,572		0.4	%	15,199		1.0	%	Construction	12,595			0.7	%	8,252			0.5	%
Total real estate loans	Total real estate loans	1,390,403		81.3	%	1,220,936		77.0	%	Total real estate loans	1,606,416			87.7	%	1,453,241			84.0	%
Commercial and industrial loans:	Commercial and industrial loans:									Commercial and industrial loans:
Commercial term	Commercial term	74,390		4.4	%	87,250		5.5	%	Commercial term	73,885			4.0	%	73,438			4.2	%
Commercial lines of credit	Commercial lines of credit	101,456		5.9	%	96,087		6.1	%	Commercial lines of credit	111,916			6.1	%	100,936			5.8	%
SBA commercial term	SBA commercial term	18,338		1.1	%	21,878		1.4	%	SBA commercial term	16,985			0.9	%	17,640			1.0	%
SBA PPP	SBA PPP	101,901		6.0	%	135,654		8.6	%	SBA PPP	1,583			0.1	%	65,329			3.8	%
Total commercial and industrial loans	Total commercial and industrial loans	296,085		17.4	%	340,869		21.6	%	Total commercial and industrial loans	204,369			11.1	%	257,343			14.8	%
Other consumer loans	Other consumer loans	21,390		1.3	%	21,773		1.4	%	Other consumer loans	22,225			1.2	%	21,621			1.2	%
Loans held-for-investment	Loans held-for-investment	1,707,878		100.0	%	1,583,578		100.0	%	Loans held-for-investment	1,833,010			100.0	%	1,732,205			100.0	%
Allowance for loan losses	Allowance for loan losses	(23,807)				(26,510)				Allowance for loan losses	(21,071)					(22,381)
Net loans held-for-investment	Net loans held-for-investment	$	1,684,071			$	1,557,068			Net loans held-for-investment	$	1,811,939				$	1,709,824

Allowance for loan losses to loans held-for-investment										Allowance for loan losses to loans held-for-investment	1.15		%			1.29		%
Allowance for loan losses to loans held-for-investment, excluding SBA PPP loans (1)										Allowance for loan losses to loans held-for-investment, excluding SBA PPP loans (1)	1.15		%			1.34		%

(1) Non-GAAP measure. See "Non-GAAP Measures" for a reconciliation to its most comparable GAAP measure.

Loans held-for-investment, net of deferred loan costs (fees) were ~~$1.71~~$1.83 billion at ~~September~~June 30, ~~2021,~~2022, an increase of ~~$124.3~~$100.8 million, or ~~7.8%~~5.8%, from ~~$1.58~~$1.73 billion at December 31, ~~2020.~~2021. The increase was primarily due to new funding of ~~$498.9~~$278.9 million and advances of ~~$88.9~~$69.3 million, partially offset by paydowns and payoffs of ~~$457.9~~$247.3 million. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, SBA PPP loans of ~~$144.9~~$63.7 million were paid off and related unamortized net deferred fees were recognized through interest income. Commercial and residential property loan production contributed significantly to the Company’s loan growth for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

5452

SBA Paycheck Protection Program

The following table presents a summary of SBA PPP loans as of the dates indicated:


	June 30, 2022					December 31, 2021
($ in thousands)	Number of Loans	Carrying Value		Contractual Balance		Number of Loans	Carrying Value		Contractual Balance
Loan amount:
$50,000 or less	3	$	102	$	108	145	$	2,915	$	3,074
Over $50,000 and less than $350,000	8	1,041		1,098		156	25,417		26,146
Over $350,000 and less than $2,000,000	1	440		451		52	33,812		34,432
$2,000,000 or more	—	—		—		1	3,185		3,187
Total	12	$	1,583	$	1,657	354	$	65,329	$	66,839

Loan Modifications Related to the COVID-19 Pandemic

The Company had provided modifications ~~including payment deferments and interest only payments, to customers that were adversely affected by the COVID-19 pandemic. As of September 30, 2021, all loans under modified terms~~ related to the COVID-19 pandemic ~~were accounted for under section 4013 of~~during the ~~CARES Act~~years ended December 31, 2021 and ~~not considered TDRs.~~2020. The Company had no outstanding modification since September 30, 2021.

The following table presents ~~a summary of~~the risk categories and accrued interest receivable for loans previously modified in response to the COVID-19 pandemic, but that have reverted back to previous contractual payment terms as of ~~September~~the dates indicated:


	Carrying Value Per Risk Category										Accrued Interest Receivable
($ in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
June 30, 2022
Real estate loans:
Commercial property	$	270,481	$	2,800	$	370	$	—	$	273,651	$	687
Residential property	20,223		—		—		—		20,223		477
SBA property	3,648		249		—		—		3,897		11
Commercial and industrial loans:
Commercial term	23,478		960		1,046		—		25,484		69
SBA commercial term	1,513		—		47		—		1,560		5
Other consumer loans	512		—		—		—		512		1
Total	$	319,855	$	4,009	$	1,463	$	—	$	325,327	$	1,250
December 31, 2021
Real estate loans:
Commercial property	$	291,759	$	11,739	$	1,525	$	—	$	305,023	$	730
Residential property	25,620		—		—		—		25,620		537
SBA property	3,683		251		—		—		3,934		15
Commercial and industrial loans:
Commercial term	29,744		3,563		1,114		—		34,421		84
SBA commercial term	1,663		—		57		—		1,720		6
Other consumer loans	699		—		—		—		699		2
Total	$	353,168	$	15,553	$	2,696	$	—	$	371,417	$	1,374

The decrease in special mention loans for the six months ended June 30, ~~2021:~~

($ in thousands) Carrying Value Accrued Interest Receivable
Real estate loans:
Commercial property $ 328,847 $ 992
Residential property 28,566 615
SBA property 4,173 8
Commercial and industrial loans:
Commercial term 39,629 121
SBA commercial term 1,795 6
Other consumer loans 797 2
Total $ 403,807 $ 1,744
2022 was primarily due to improvements of 2 loans with an aggregated carrying value of $11.3 million at December 31, 2021.

~~The following table presents activity in loans under modified terms related to the COVID-19 pandemic for the nine months ended September 30, 2021.~~

Real Estate Loans Commercial and Industrial Loans
($ in thousands) Commercial Property Residential Property SBA Property Commercial Term SBA Commercial Term Total
Balance at January 1, 2021 $ 24,132 $ 425 $ 4,192 $ 5,527 $ 1,841 $ 36,117
Modification early terminated (1)
— — (2,576) — (1,338) (3,914)
Modification expired (33,943) (1,100) (1,627) (8,330) (513) (45,513)
Subsequent modification 11,829 328 — 2,878 — 15,035
New modification — 349 — — — 349
Amortization (2,018) (2) 11 (75) 10 (2,074)
Balance at September 30, 2021 $ — $ — $ — $ — $ — $ —

~~(1) Termination of modifications at the request of the borrower.~~

~~SBA Paycheck Protection Program~~

~~The following table presents a summary of SBA PPP loans as of September 30, 2021:~~

($ in thousands) Number of Loans Carrying Value Contractual Balance
Loan amount:
$50,000 or less 436 $ 8,913 $ 9,469
Over $50,000 and less than $350,000 286 39,689 40,955
Over $350,000 and less than $2,000,000 77 50,116 51,121
$2,000,000 or more 1 3,183 3,187
Total 800 $ 101,901 $ 104,732

5553

Allowance for loan losses

The Company’s methodology for assessing the appropriateness of the allowance for loan losses includes a general allowance for performing loans, which are grouped based on similar characteristics, and a specific allowance for individual impaired loans or loans considered by management to be in a high-risk category. General allowances are established based on a number of factors, including historical loss rates, an assessment of portfolio trends and conditions, accrual status and economic conditions.

For any loan ~~held for investment,~~held-for-investment, a specific allowance may be assigned based on an impairment analysis. Loans are considered impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. The amount of impairment is based on an analysis of the most probable source of repayment, including the present value of the loan’s expected future cash flows, the estimated market value or the fair value of the underlying collateral. Interest income on impaired loans is accrued as earned, unless the loan is placed on nonaccrual status.

Individual loans considered to be uncollectible are charged off against the allowance for loan losses. Factors used in determining the amount and timing of charge-offs on loans include consideration of the loan type, length of delinquency, sufficiency of collateral value, lien priority and the overall financial condition of the borrower. Collateral value is determined using updated appraisals and/or other market comparable information. Charge-offs are generally taken on loans once the impairment is confirmed. Recoveries on loans previously charged off are added to the allowance for loan losses.

The decrease in allowance for loan losses to loans held-for-investment was primarily due to a decrease in historical loss and qualitative adjustment factor allocations as a result of improving economic conditions, partially offset by an increase in commercial property loans.

The Company analyzes the loan portfolio, including delinquencies, concentrations, and risk characteristics, at least quarterly in order to assess the overall level of the allowance for loan losses. The Company also relies on internal and external loan review procedures to further assess individual loans and loan pools, and economic data for overall industry and geographic trends.

In determining the allowance and the related provision for loan losses, the Company considers three principal elements: (i) valuation allowances based upon probable incurred losses identified during the review of impaired commercial and industrial, commercial property and construction loans, (ii) allocations, by loan classes, on loan portfolios based on historical loan loss experience and (iii) qualitative factors. Provisions for loan losses are charged to operations to record changes to the allowance for loan losses to a level deemed appropriate.

5654

The following ~~table provides an analysis~~tables present net charge-offs (recoveries) as a percentage to the average loan held for investment balances in each of the ~~allowance for~~ loan ~~losses, provision for loan losses and net charge-offs as of the dates or~~categories for the periods indicated:

As of or For the Three Months Ended September 30, As of or For the Nine Months Ended September 30,
($ in thousands) 2021 2020 2021 2020
Allowance for loan losses:
Balance at beginning of period $ 24,889 $ 20,248 $ 26,510 $ 14,380
Charge-offs:
Real estate — — 18 138
Commercial and industrial 84 — 100 916
Other consumer 43 102 87 241
Total charge-offs 127 102 205 1,295
Recoveries on loans previously charged off
Real estate — — 47 56
Commercial and industrial 94 18 553 223
Other consumer 4 56 36 105
Total recoveries 98 74 636 384
Net charge-offs (recoveries) 29 28 (431) 911
Provision (reversal) for loan losses (1,053) 4,326 (3,134) 11,077
Balance at end of period $ 23,807 $ 24,546 $ 23,807 24,546
Loans held-for-investment:
Balance at end of period $ 1,707,878 $ 1,578,804 $ 1,707,878 $ 1,578,804
Average balance 1,688,468 1,546,900 1,539,161 1,509,963
Ratios:
Annualized net charge-offs (recoveries) to average loans held-for-investment 0.01 % 0.01 % (0.04) % 0.08 %
Allowance for loan losses to loans held-for-investment 1.39 % 1.55 % 1.39 % 1.55 %
Allowance for loan losses to loans held-for-investment, excluding SBA PPP loans (1)
1.48 % 1.70 % 1.48 % 1.70 %


	Three Months Ended June 30,
	2022						2021
($ in thousands)	Average Balance		Net Charge-Offs (Recoveries)		Percentage		Average Balance		Net Charge-Offs (Recoveries)		Percentage
Real estate loans:
Commercial property	$	1,176,726	$	—	—	%	$	939,972	$	—	—	%
Residential property	237,978		—		—	%	189,800		—		—	%
SBA property	113,253		—		—	%	124,530		(17)		(0.05)	%
Construction	10,345		—		—	%	13,322		—		—	%
Total real estate loans	1,538,302		—		—	%	1,267,624		(17)		(0.01)	%
Commercial and industrial loans:
Commercial term	71,552		(2)		(0.01)	%	78,930		(123)		(0.62)	%
Commercial lines of credit	110,090		—		—	%	86,905		—		—	%
SBA commercial term	16,047		1		0.02	%	20,226		(176)		(3.48)	%
SBA PPP	10,549		—		—	%	202,917		—		—	%
Total commercial and industrial loans	208,238		(1)		—	%	388,978		(299)		(0.31)	%
Other consumer loans	21,615		19		0.35	%	20,907		7		0.13	%
Total	$	1,768,155	$	18	(0.01)	%	$	1,677,509	$	(309)	(0.07)	%

~~(1) Non-GAAP measure. See "Non-GAAP Measures" for a reconciliation to its most comparable GAAP measure.~~


	Six Months Ended June 30,
	2022						2021
($ in thousands)	Average Balance		Net Charge-Offs (Recoveries)		Percentage		Average Balance		Net Charge-Offs (Recoveries)		Percentage
Real estate loans:
Commercial property	$	1,153,936	$	—	—	%	$	920,546	$	—	—	%
Residential property	223,554		—		—	%	192,395		—		—	%
SBA property	115,220		—		—	%	124,494		(29)		(0.05)	%
Construction	9,701		—		—	%	13,914		—		—	%
Total real estate loans	1,502,411		—		—	%	1,251,349		(29)		(0.01)	%
Commercial and industrial loans:
Commercial term	71,963		(4)		(0.01)	%	81,661		(126)		(0.31)	%
Commercial lines of credit	104,952		—		—	%	91,883		(136)		(0.30)	%
SBA commercial term	16,455		(2)		(0.02)	%	21,152		(181)		(1.71)	%
SBA PPP	26,307		—		—	%	190,902		—		—	%
Total commercial and industrial loans	219,677		(6)		(0.02)	%	385,598		(443)		(0.23)	%
Other consumer loans	21,459		16		0.15	%	21,001		12		0.11	%
Total	$	1,743,547	$	10	(0.01)	%	$	1,657,948	$	(460)	(0.06)	%

5755

Nonperforming Loans and Nonperforming Assets

The following table presents a summary of total non-performing assets as of the dates indicated:


($ in thousands)	($ in thousands)	September 30, 2021			December 31, 2020			Amount Change		Percentage Change		($ in thousands)	June 30, 2022			December 31, 2021			Amount Change		Percentage Change
Nonaccrual loans	Nonaccrual loans											Nonaccrual loans
Real estate loans:	Real estate loans:											Real estate loans:
Commercial property		$	—		$	524		$	(524)	(100.0)	%

Residential property	Residential property	—			189			(189)		(100.0)	%	Residential property	$	450		$	—		$	450	—	%
SBA property	SBA property	766			885			(119)		(13.4)	%	SBA property	564			746			(182)		(24.4)	%

Total real estate loans	Total real estate loans	766			1,598			(832)		(52.1)	%	Total real estate loans	1,014			746			268		35.9	%
Commercial and industrial loans:	Commercial and industrial loans:											Commercial and industrial loans:

Commercial lines of credit		—			904			(904)		(100.0)	%

SBA commercial term	SBA commercial term	314			595			(281)		(47.2)	%	SBA commercial term	185			213			(28)		(13.1)	%
Total commercial and industrial loans	Total commercial and industrial loans	314			1,499			(1,185)		(79.1)	%	Total commercial and industrial loans	185			213			(28)		(13.1)	%
Other consumer loans	Other consumer loans	33			66			(33)		(50.0)	%	Other consumer loans	24			35			(11)		(31.4)	%
Total nonaccrual loans	Total nonaccrual loans	1,113			3,163			(2,050)		(64.8)	%	Total nonaccrual loans	1,223			994			229		23.0	%
Loans past due 90 days or more still on accrual	Loans past due 90 days or more still on accrual	3			—			3		—	%	Loans past due 90 days or more still on accrual	—			—			—		—	%
Total nonperforming loans	Total nonperforming loans	1,116			3,163			(2,047)		(64.7)	%	Total nonperforming loans	1,223			994			229		23.0	%
Other real estate owned	Other real estate owned	—			1,401			(1,401)		(100.0)	%	Other real estate owned	808			—			808		—	%
Total nonperforming assets	Total nonperforming assets	$	1,116		$	4,564		$	(3,448)	(75.5)	%	Total nonperforming assets	$	2,031		$	994		$	1,037	104.3	%

Nonperforming loans to loans held-for-investment		0.07		%	0.20		%
Nonaccrual loans to loans held-for-investment												Nonaccrual loans to loans held-for-investment	0.07		%	0.06		%
Allowance for loan losses to nonaccrual loans												Allowance for loan losses to nonaccrual loans	1,722.89		%	2,251.61		%
Nonperforming assets to total assets	Nonperforming assets to total assets	0.05		%	0.24		%					Nonperforming assets to total assets	0.09		%	0.05		%

The ~~decrease~~increase in total nonaccrual loans was primarily due to ~~paydowns and payoffs of $2.0 million and a loan transferred to OREO of $905 thousand, partially offset by~~ loans placed on nonaccrual status of ~~$949~~$481 thousand during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022, partially offset by paydowns and payoffs of $246 thousand and charge-offs of $6 thousand. Loans are generally placed on nonaccrual status when they become 90 days past due, unless management believes the loan is well secured and in the process of collection. In all cases, loans are placed on nonaccrual if collection of principal or interest is considered doubtful. Past due loans may or may not be adequately collateralized, but collection efforts are continuously pursued. Loans may be restructured by management when a borrower experiences changes to their financial condition, causing an inability to meet the original repayment terms, and where management believes the borrower will eventually overcome those circumstances and repay the loan in full. Additional income of approximately ~~$15~~$17 thousand and ~~$44~~$35 thousand would have been recorded during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, had these loans been paid in accordance with their original terms throughout the periods indicated.

Troubled Debt Restructurings

Loans that the Bank modifies or restructures where the debtor is experiencing financial difficulties and makes a concession to the borrower in the form of changes in the amortization terms, reductions in the interest rates, the acceptance of interest only payments and, in limited cases, reductions in the outstanding loan balances are classified as TDRs. TDRs are loans modified for the purpose of alleviating temporary impairments to the borrower’s financial condition. A workout plan between a borrower and the Bank is designed to provide a bridge for the cash flow shortfalls in the near term. If the borrower works through the near term issues, in most cases, the original contractual terms of the loan will be reinstated. The following table presents the composition of loans that were modified as TDRs by portfolio segment as of the dates indicated:


		September 30, 2021						December 31, 2020							June 30, 2022						December 31, 2021
($ in thousands)	($ in thousands)	Accruing		Nonaccrual		Total		Accruing		Nonaccrual		Total		($ in thousands)	Accruing		Nonaccrual		Total		Accruing		Nonaccrual		Total
Real estate loans:	Real estate loans:													Real estate loans:
Commercial property	Commercial property	$	328	$	—	$	328	$	333	$	—	$	333	Commercial property	$	321	$	—	$	321	$	326	$	—	$	326

SBA property	SBA property	250		26		276		270		5		275		SBA property	229		10		239		242		17		259

Commercial and industrial loans:	Commercial and industrial loans:													Commercial and industrial loans:
Commercial term	Commercial term	5		—		5		18		—		18		Commercial term	—		—		—		2		—		2

SBA commercial term	SBA commercial term	6		—		6		13		—		13		SBA commercial term	5		—		5		6		—		6

Total	Total	$	589	$	26	$	615	$	634	$	5	$	639	Total	$	555	$	10	$	565	$	576	$	17	$	593

5856

Deposits

The Bank gathers deposits primarily through its branch locations. The Bank offers a variety of deposit products including demand deposits accounts, NOW and money market accounts, savings accounts and time deposits. The following table presents a summary of the Company’s deposits as of the dates indicated:


($ in thousands)	($ in thousands)	September 30, 2021		December 31, 2020		Amount Change		Percentage Change		($ in thousands)	June 30, 2022		December 31, 2021		Amount Change		Percentage Change
Noninterest-bearing demand deposits	Noninterest-bearing demand deposits	$	832,240	$	538,009	$	294,231	54.7	%	Noninterest-bearing demand deposits	$	988,454	$	830,383	$	158,071	19.0	%
Interest-bearing deposits:	Interest-bearing deposits:									Interest-bearing deposits:
Savings	Savings	13,294		10,481		2,813		26.8	%	Savings	14,686		16,299		(1,613)		(9.9)	%
NOW	NOW	20,461		21,604		(1,143)		(5.3)	%	NOW	18,881		20,185		(1,304)		(6.5)	%
Retail money market accounts	Retail money market accounts	376,333		351,739		24,594		7.0	%	Retail money market accounts	458,605		386,041		72,564��		18.8	%
Brokered money market accounts	Brokered money market accounts	4		25,002		(24,998)		(100.0)	%	Brokered money market accounts	1		1		—		—	%
Retail time deposits of:	Retail time deposits of:									Retail time deposits of:
$250,000 or less	$250,000 or less	262,207		299,431		(37,224)		(12.4)	%	$250,000 or less	235,956		256,956		(21,000)		(8.2)	%
More than $250,000	More than $250,000	163,127		168,683		(5,556)		(3.3)	%	More than $250,000	186,024		172,269		13,755		8.0	%
Time deposits from internet rate service providers		—		24,902		(24,902)		—	%

Brokered time deposits	Brokered time deposits	65,000		55,000		10,000		18.2	%	Brokered time deposits	35,000		85,000		(50,000)		(58.8)	%
Time deposits from California State Treasurer	Time deposits from California State Treasurer	100,000		100,000		—		—	%	Time deposits from California State Treasurer	60,000		100,000		(40,000)		(40.0)	%
Total interest-bearing deposits	Total interest-bearing deposits	1,000,426		1,056,842		(56,416)		(5.3)	%	Total interest-bearing deposits	1,009,153		1,036,751		(27,598)		(2.7)	%
Total deposits	Total deposits	$	1,832,666	$	1,594,851	$	237,815	14.9	%	Total deposits	$	1,997,607	$	1,867,134	$	130,473	7.0	%

Total deposits not covered by deposit insurance										Total deposits not covered by deposit insurance	$	1,199,502	$	919,584	279,918		30.4	%
Time deposits not covered by deposit insurance										Time deposits not covered by deposit insurance	$	192,296	$	216,269	(23,973)		(11.1)	%

The ~~increase~~increases in noninterest-bearing demand deposits ~~was~~and retail money market accounts were primarily due to the overall liquid deposit market, as well as the deposit increases from customers with SBA PPP loans, SBA Revitalization Funds and SBA Economic Injury Disaster Loans. A total of $93.9 million of SBA PPP loans were funded through the Bank's noninterest-bearing demand deposits and deposit customers also received $138.2 million of SBA Revitalization Funds and SBA Economic Injury Disaster Loans during the nine months ended September 30, 2021.market.

The decrease in retail time deposits was primarily due to matured and closed accounts of ~~$457.6~~$413.7 million, partially offset by new accounts of ~~$76.4~~$297.6 million and renewals of the matured accounts of ~~$328.5~~$99.4 million.

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, total deposits were comprised of ~~45.4%~~49.5% and ~~33.7%~~44.5%, respectively, of noninterest-bearing demand accounts, ~~22.4%~~24.6% and ~~25.7%~~22.6%, respectively, of savings, NOW and money market accounts, and ~~32.2%~~25.9% and ~~40.6%~~32.9%, respectively, of time deposits.

Deposits from certain officers, directors and their related interests with which they are associated held by the Company were ~~$5.6~~$3.1 million and ~~$2.7~~$3.9 million, respectively, at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

The following table presents the maturity of time deposits as of the dates indicated:

($ in thousands) Three Months or Less Three to Six Months Six Months to One Year One to Three Years Over Three Years Total
September 30, 2021
Time deposits less than $100,000 $ 31,309 $ 74,233 $ 32,399 $ 5,627 $ 597 $ 144,165
Time deposits of $100,000 through $250,000 47,758 68,019 67,147 118 — 183,042
Time deposits of more than $250,000 142,938 57,823 60,053 2,313 — 263,127
Total $ 222,005 $ 200,075 $ 159,599 $ 8,058 $ 597 $ 590,334
December 31, 2020
Time deposits less than $100,000 $ 83,751 $ 18,482 $ 32,112 $ 7,975 $ 1,528 $ 143,848
Time deposits of $100,000 through $250,000 91,727 57,715 81,622 4,421 — 235,485
Time deposits of more than $250,000 156,507 35,000 72,553 4,623 — 268,683
Total $ 331,985 $ 111,197 $ 186,287 $ 17,019 $ 1,528 $ 648,016


($ in thousands)	Three Months or Less		Three to Six Months		Six Months to One Year		Over One Year		Total
June 30, 2022


Time deposits of $250,000 or less	$	100,393	$	90,778	$	74,701	$	5,084	$	270,956
Time deposits of more than $250,000	134,962		38,200		71,662		1,200		246,024
Total	$	235,355	$	128,978	$	146,363	$	6,284	$	516,980
Not covered by deposit insurance	$	112,489	$	25,578	$	52,935	$	1,294	$	192,296
December 31, 2021


Time deposits of $250,000 or less	$	143,594	$	60,686	$	129,627	$	8,049	$	341,956
Time deposits of more than $250,000	156,502		57,301		55,304		3,162		272,269
Total	$	300,096	$	117,987	$	184,931	$	11,211	$	614,225
Not covered by deposit insurance	$	136,219	$	38,229	$	38,780	$	3,041	$	216,269

5957

Shareholders’ Equity and Regulatory Capital

Capital Resources

Shareholders’ equity is influenced primarily by earnings, dividends paid on common stock and preferred stock, sales and redemptions of common stock and preferred stock, and changes in accumulated other comprehensive income caused primarily by fluctuations in unrealized gains or losses, net of taxes, on securities available-for-sale.

Shareholders’ equity was ~~$247.6~~$334.4 million at ~~September~~June 30, ~~2021,~~2022, an increase of ~~$13.8~~$78.1 million, or ~~5.9%~~30.5%, from ~~$233.8~~$256.3 million at December 31, ~~2020.~~2021. The increase was primarily due to an issuance of preferred stock of $69.1 million, net income of ~~$29.4~~$19.3 million and cash proceeds from exercise of stock options of ~~$1.0 million,~~$567 thousand, partially offset by ~~repurchases of common stock of $10.9 million,~~ dividends declared on common stock of ~~$4.9~~$4.5 million and a decrease in accumulated other comprehensive income of ~~$1.2~~$6.8 million.

Regulatory Capital Requirements

The Bank is subject to various regulatory capital requirements administered by the federal and state banking regulators. The Company is not currently subject to separate minimum capital measurements under the definition of a “Small Bank Holding Company.” At such time as the Company reaches the $3 billion asset level, it will again be subject to capital measurements independent of the Bank.

Federal banking agencies also require a capital conservation buffer of 2.50% in addition to the ratios required to generally be considered “adequately capitalized” under the prompt corrective action (“PCA”) regulations. Failure to meet regulatory capital requirements may result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for the PCA, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting policies. In addition to these uniform risk-based capital guidelines and leverage ratios that apply across the industry, the regulators have the discretion to set individual minimum capital requirements for specific institutions at rates significantly above the minimum guidelines and ratios.

The following table presents a summary of the capital requirements applicable to the Bank in order to be considered “well-capitalized” from a regulatory perspective, as well as the Bank’s capital ratios as of ~~September 30, 2021 and December 31, 2020.~~the dates indicated. For comparison purpose, the Company’s ratios are included as well, all of which would have exceeded the “well-capitalized” level had the Company been subject to separate capital minimums.


		PCB Bancorp		Pacific City Bank		Minimum Regulatory Requirements		Well Capitalized Requirements (Bank)			PCB Bancorp		Pacific City Bank		Minimum Regulatory Requirements		Well Capitalized Requirements (Bank)
September 30, 2021
June 30, 2022										June 30, 2022
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	15.07	%	14.76	%	4.5	%	6.5	%	Common tier 1 capital (to risk-weighted assets)	14.44	%	17.79	%	4.5	%	6.5	%
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	16.32	%	16.01	%	8.0	%	10.0	%	Total capital (to risk-weighted assets)	19.25	%	18.92	%	8.0	%	10.0	%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	15.07	%	14.76	%	6.0	%	8.0	%	Tier 1 capital (to risk-weighted assets)	18.11	%	17.79	%	6.0	%	8.0	%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	11.91	%	11.66	%	4.0	%	5.0	%	Tier 1 capital (to average assets)	15.37	%	15.09	%	4.0	%	5.0	%
December 31, 2020
December 31, 2021										December 31, 2021
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	15.97	%	15.70	%	4.5	%	6.5	%	Common tier 1 capital (to risk-weighted assets)	14.79	%	14.48	%	4.5	%	6.5	%
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	17.22	%	16.95	%	8.0	%	10.0	%	Total capital (to risk-weighted assets)	16.04	%	15.73	%	8.0	%	10.0	%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	15.97	%	15.70	%	6.0	%	8.0	%	Tier 1 capital (to risk-weighted assets)	14.79	%	14.48	%	6.0	%	8.0	%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	11.94	%	11.74	%	4.0	%	5.0	%	Tier 1 capital (to average assets)	12.11	%	11.85	%	4.0	%	5.0	%

The Company and the Bank’s capital conservation buffer was ~~8.32%~~11.25% and ~~8.01%~~10.92%, respectively, as of ~~September~~June 30, ~~2021,~~2022, and ~~9.22%~~8.04% and ~~8.95%~~7.73%, respectively, as of December 31, ~~2020.~~2021.

Emergency Capital Investment Program

On May 24, 2022, the Company issued 69,141 shares of Series C Preferred Stock for the capital investment of $69.1 million from the U.S. Treasury under the ECIP. ECIP investment is treated as tier 1 capital for the regulatory capital treatment.

The Series C Preferred Stock bears no dividend for the first 24 months following the investment date. Thereafter, the dividend rate will be adjusted based on the lending growth criteria listed in the terms of the ECIP investment with the annual dividend rate up to 2%. After the tenth anniversary of the investment date, the dividend rate will be fixed based on average annual amount of lending in years 2 through 10. Dividends will be payable quarterly in arrears on March 15, June 15, September 15, and December 15.

6058

The Series C Preferred Stock may be redeemed at the option of the Company on or after the fifth anniversary of issuance (or earlier in the event of loss of regulatory capital treatment), subject to the approval of the appropriate federal banking regulator and in accordance with the federal banking agencies’ regulatory capital regulations.

Established by the Consolidated Appropriations Act, 2021, the ECIP was created to encourage low- and moderate-income community financial institutions and minority depository institutions to provide loans, grants, and forbearance for small businesses, minority-owned businesses, and consumers, especially low-income and underserved communities, including persistent poverty counties, that may be disproportionately impacted by the economic effect of the COVID-19 pandemic by providing direct and indirect capital investments in low- and moderate-income community financial institutions.

Liquidity

Liquidity refers to the measure of ability to meet the cash flow requirements of depositors and borrowers, while at the same time meeting operating cash flow and capital and strategic cash flow needs, all at a reasonable cost. The Company continuously monitors its liquidity position to ensure that assets and liabilities are managed in a manner that will meet all short-term and long-term cash requirements, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of the Company’s shareholders.

The Company’s liquidity position is supported by management of liquid assets and liabilities and access to alternative sources of funds. Liquid assets include cash, interest-bearing deposits in financial institutions, federal funds sold, and unpledged securities available-for-sale. Liquid liabilities may include core deposits, federal funds purchased, securities sold under repurchase agreements and other borrowings. Other sources of liquidity include the sale of loans, the ability to acquire additional national market non-core deposits, additional collateralized borrowings such as FHLB advances and Federal Reserve Discount Window, and the issuance of debt securities and preferred or common securities.

The Company’s short-term and long-term liquidity requirements are primarily to fund on-going operations, including payment of interest on deposits and debt, extensions of credit to borrowers, capital expenditures and shareholder dividends. These liquidity requirements are met primarily through cash flow from operations, redeployment of prepaying and maturing balances in loan and investment securities portfolios, increases in debt financing and other borrowings, and increases in customer deposits.

Integral to the Company’s liquidity management is the administration of borrowings. To the extent the Company is unable to obtain sufficient liquidity through core deposits, the Company seeks to meet its liquidity needs through wholesale funding or other borrowings on either a short or long-term basis.

The ~~Company had $10.0 million and $80.0 million~~following table presents a summary of ~~outstanding FHLB advances at September 30, 2021 and December 31, 2020, respectively. Based on~~ the ~~values of loans pledged as collateral, the Company had $505.0 million and $425.3 million of additional borrowing capacity with FHLB~~Company’s liquidity position as of September 30, 2021 and December 31, 2020, respectively. The Company also had $65.0 million and $65.0 million, respectively, of available unused unsecured federal funds lines at September 30, 2021 and December 31, 2020.the dates indicated:

In addition, available unused secured borrowing capacity from Federal Reserve Discount Window at September 30, 2021 and December 31, 2020 was $36.9 million and $35.8 million, respectively. Federal Reserve Discount Window was collateralized by loans totaling $45.1 million and $44.1 million as of September 30, 2021 and December 31, 2020, respectively. The Company’s borrowing capacity from the Federal Reserve Discount Window is limited by eligible collateral.


($ in thousands)	June 30, 2022			December 31, 2021			Amount Change		Percentage Change
Cash and cash equivalents	$	299,910		$	203,285		$	96,625	47.5	%
Cash and cash equivalents to total assets	12.8		%	9.5		%

Available borrowing capacity:
FHLB advances	$	549,920		$	516,158		33,762		6.5	%
Federal Reserve Discount Window	21,955			29,198			(7,243)		(24.8)	%
Overnight federal funds lines	65,000			65,000			—		—	%
Total	$	636,875		$	610,356		$	26,519	4.3	%
Total available borrowing capacity to total assets	27.2		%	28.4		%

The Company also maintains relationships in the capital markets with brokers and dealers to issue time deposits and money market accounts. ~~As of September 30, 2021 and December 31, 2020, total cash and cash equivalents represented 10.2% and 10.1% of total assets, respectively.~~

On June 30, 2020, the Company also transferred securities held-to-maturity of $18.8 million to securities available-for-sale in order to secure additional liquidity on balance sheet. As of September 30, 2021, management was able to maintain strong on-and off-balance sheet liquidity as a result of proactive liquidity management in response to the COVID-19 pandemic.

PCB Bancorp, on a stand-alone holding company basis, must provide for its own liquidity and its main source of funding is dividends from the Bank. There are statutory, regulatory and debt covenant limitations that affect the ability of the Bank to pay dividends to the holding company. Management believes that these limitations will not impact the Company’s ability to meet its ongoing short- and long-term cash obligations.

6159

Off-Balance Sheet Activities and Contractual Obligations

Off-Balance Sheet Arrangements

The Company has limited off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on financial condition, results of operations, liquidity, capital expenditures or capital resources.

In the ordinary course of business, the Company enters into financial commitments to meet the financing needs of its customers. These financial commitments include commitments to extend credit, unused lines of credit, commercial and similar letters of credit and standby letters of credit. Those instruments involve to varying degrees, elements of credit and interest rate risk not recognized in the Company’s financial statements.

The Company’s exposure to loan loss in the event of nonperformance on these financial commitments is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for loans reflected in the consolidated financial statements.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total amounts do not necessarily represent future cash requirements. The Company evaluates each client’s credit worthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary is based on management’s credit evaluation of the customer. The following table presents outstanding financial commitments whose contractual amount represents credit risk as of the dates indicated:


		September 30, 2021				December 31, 2020					June 30, 2022				December 31, 2021
($ in thousands)	($ in thousands)	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate		($ in thousands)	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
Unused lines of credit	Unused lines of credit	$	5,852	$	150,559	$	6,623	$	150,247	Unused lines of credit	$	16,940	$	201,910	$	8,261	$	160,739
Unfunded loan commitments	Unfunded loan commitments	130		33,798		1,752		34,874		Unfunded loan commitments	1,086		39,500		595		29,688
Standby letters of credit	Standby letters of credit	3,037		1,431		2,971		1,814		Standby letters of credit	2,921		1,701		3,078		1,431
Commercial letters of credit	Commercial letters of credit	353		—		—		—		Commercial letters of credit	—		362		91		524
Total	Total	$	9,372	$	185,788	$	11,346	$	186,935	Total	$	20,947	$	243,473	$	12,025	$	192,382

Contractual Obligations

The following table presents supplemental information regarding total contractual obligations as of the dates indicated:


($ in thousands)	($ in thousands)	Within One Year		One to Three Years		Three to Five Years		Over Five Years		Total		($ in thousands)	Within One Year		One to Three Years		Three to Five Years		Over Five Years		Total
September 30, 2021
June 30, 2022												June 30, 2022
Time deposits	Time deposits	$	581,679	$	8,058	$	597	$	—	$	590,334	Time deposits	$	510,696	$	6,071	$	213	$	—	$	516,980
FHLB advances		10,000		—		—		—		10,000

Operating leases	Operating leases	2,728		3,500		1,341		796		8,365		Operating leases	2,968		2,565		1,396		559		7,488
Total	Total	$	594,407	$	11,558	$	1,938	$	796	$	608,699	Total	$	513,664	$	8,636	$	1,609	$	559	$	524,468
December 31, 2020
December 31, 2021												December 31, 2021
Time deposits	Time deposits	$	629,469	$	17,019	$	1,528	$	—	$	648,016	Time deposits	$	603,014	$	10,850	$	361	$	—	$	614,225
FHLB advances	FHLB advances	70,000		10,000		—		—		80,000		FHLB advances	10,000		—		—		—		10,000
Operating leases	Operating leases	2,494		4,342		1,413		818		9,067		Operating leases	2,706		3,023		1,235		710		7,674
Total	Total	$	701,963	$	31,361	$	2,941	$	818	$	737,083	Total	$	615,036	$	13,873	$	1,596	$	710	$	631,899

Management believes that the Company will be able to meet its contractual obligations as they come due through the maintenance of adequate cash levels. Management expects to maintain adequate cash levels through profitability, loan and securities repayment and maturity activity and continued deposit gathering activities. The Company has in place various borrowing mechanisms for both short-term and long-term liquidity needs.

6260

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss due to changes in market values of assets and liabilities. Market risk occurs in the normal course of business through exposures to market interest rates, equity prices, and credit spreads.

Overview

Interest rate risk is the risk to earnings and value arising from changes in market interest rates. Interest rate risk arises from timing differences in the repricings and maturities of interest-earning assets and interest-bearing liabilities (repricing risk), changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers’ ability to prepay residential mortgage loans at any time and depositors’ ability to redeem certificates of deposit before maturity (option risk), changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion (yield curve risk), and changes in spread relationships between different yield curves, such as U.S. Treasuries and LIBOR (basis risk).

The Company’s Board asset liability committee (“Board ALCO”) establishes broad policy limits with respect to interest rate risk. Board ALCO establishes specific operating guidelines within the parameters of the Board of Directors’ policies. In general, The Company seeks to minimize the impact of changing interest rates on net interest income and the economic values of assets and liabilities. Board ALCO meets quarterly to monitor the level of interest rate risk sensitivity to ensure compliance with the Board of Directors’ approved risk limits. As discussed earlier, the Company also has a Management ALCO, which is comprised of the senior management team and Chief Executive ~~Officer,~~Officer. Management ALCO meets monthly and is responsible for reviewing the Company’s open market positions and establishing polices to ~~proactively~~ monitor ~~its~~and limit exposure to market risk.

Interest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented by investment and funding activities. Effective management of interest rate risk begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate interest rate risk posture given business forecasts, management objectives, market expectations, and policy constraints.

An asset sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate higher net interest income, as rates earned on interest-earning assets would reprice upward more quickly than rates paid on interest-bearing liabilities, thus expanding net interest margin. Conversely, a liability sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate lower net interest income, as rates paid on interest-bearing liabilities would reprice upward more quickly than rates earned on interest-earning assets, thus compressing net interest margin.

Measurement

Interest rate risk exposure is measured and monitored through various risk management tools, which include a simulation model that performs interest rate sensitivity analyses under multiple interest rate scenarios. Interest rate risk measurement is calculated and reported to the Board ALCO at least quarterly. The information reported includes period-end results and identifies any policy limits exceeded, along with an assessment of the policy limit breach and the action plan and timeline for resolution, mitigation, or assumption of the risk.

The Company uses two approaches to model interest rate risk: Net Interest Income at Risk (“NII at Risk”), and Economic Value of Equity (“EVE”). ~~The Company uses a static balance sheet to perform these analysis.~~ Under NII at Risk, net interest income is modeled utilizing various assumptions for assets, liabilities, and derivatives. The Company uses a static balance sheet to perform these analyses. EVE measures the period end market value of assets minus the market value of liabilities and the change in this value as rates change. EVE ~~is a period end measurement and~~simulation reflects the effect of interest rate shifts on the value of the Company. In contrast to NII simulation, EVE simulation identifies risks arising from repricing or maturity gaps over the life of the balance sheet. The EVE approach provides a comparatively broader scope than the NII at Risk approach since it captures all anticipated cash flows.

The following table presents the projected changes in NII at Risk and EVE that would occur upon an immediate change in interest rates based on independent analysis, but without giving effect to any steps that management might take to counteract that change as of the dates indicated:

September 30, 2021 December 31, 2020
Simulated Rate Changes Net Interest Income Sensitivity Economic Value of Equity Sensitivity Net Interest Income Sensitivity Economic Value of Equity Sensitivity
+300 30.1 % 21.5 % 28.9 % 17.4 %
+200 20.1 % 15.6 % 19.4 % 13.3 %
+100 10.4 % 8.6 % 9.8 % 7.6 %


	June 30, 2022				December 31, 2021
Simulated Rate Changes	Net Interest Income Sensitivity		Economic Value of Equity Sensitivity		Net Interest Income Sensitivity		Economic Value of Equity Sensitivity
+300	17.2	%	4.3	%	26.2	%	14.0	%
+200	11.7	%	3.7	%	17.5	%	10.6	%
+100	5.9	%	2.2	%	8.7	%	6.2	%

6361

Item 4 - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Act”), as of ~~September~~June 30, ~~2021~~2022 was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. The Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September~~June 30, ~~2021,~~2022, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is: (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Act) that occurred during the three months ended ~~September~~June 30, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

6462

Part II - Other Information

Item 1 - Legal Proceedings

In the normal course of business, the Company is involved in various legal claims. Management has reviewed all legal claims against the Company with counsel and have taken into consideration the views of such counsel as to the potential outcome of the claims in determining the accrued loss contingency. The Company did not have any accrued loss contingencies for legal claims at ~~September~~June 30, ~~2021.~~2022. It is reasonably possible the Company may incur losses in addition to the amounts currently accrued. However, at this time, the Company is unable to estimate the range of additional losses that are reasonably possible because of a number of factors, including the fact that certain of these litigation matters are still in their early stages and involve claims for which, at this point, the Company believes have little to no merit. Management has considered these and other possible loss contingencies and does not expect the amounts to be material to the consolidated financial statements.

Network and Data Incident

On December16, 2021, Plaintiff Min Woo Bae, individually and on behalf of all others similarly situated, filed in the Los Angeles County Superior Court a complaint based on the incident for damages, injunctive relief, and equitable relief, styled Min Woo Bae v. Pacific City Bank, Case Number 21STCV45922 (“the Matter”).In the Matter, Plaintiff seeks to form a class action and alleges causes of action for: (1) negligence; (2) unjust enrichment; (3) violations of California’s Consumer Privacy Act, Civil Code § 1798.150(a); and (4) violations of California’s unfair competition law (Cal. Bus. & Prof. Code § 17200, et seq.). The summons and complaint have been served on the Bank as of the date of this submission. The Bank expresses no opinion on the merits of the Matter and intends to answer, respond, and/or otherwise defend itself from the claims and causes of action asserted in the complaint to the fullest extent permitted by applicable law. Those defenses will be based in part on the fact that the Bank has implemented security procedures, practices, and a robust information security program pursuant to guidance from the applicable financial regulators.

The Company continues to monitor and evaluate the data incident for its magnitude and concomitant financial, legal or reputational consequences. To date, such consequences are not material, however the data incident is still recent and notices to affected individuals only recently began and the lawsuit mentioned above is in its very early stages. During the year ended December31, 2021, expenses associated with the data incident totaled $100 thousand, which represents the retention amount on its insurance claims. There were no additional expenses associated with the data incident during the three and six months ended June30, 2022. The Company anticipates additional expenses will be incurred in future periods; however, the Company does have a cyber-liability insurance policy that should provide insurance coverage for this incident.

Item 1A - Risk Factors

~~System failure or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities.~~

The computer systems and network infrastructure we use could be vulnerable to hardware and cyber-security issues. Our operations are dependent upon our ability to protect our computer equipment against damage from fire, power loss, telecommunications failure or a similar catastrophic event. We could also experience a breach by intentional or negligent conduct on the part of employees or other internal or external sources, including our third-party vendors. Any damage or failure that causes an interruption in our operations could have an adverse effect on our financial condition and results of operations. In addition, our operations are dependent upon our ability to protect the computer systems and network infrastructure utilized by us, including our internet banking activities, against damage from physical break-ins, cyber-security breaches and other disruptive problems caused by the internet or other users. Such computer break-ins and other disruptions would jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability, damage our reputation and inhibit the use of our internet banking services by current and potential customers.

We rely heavily on communications, information systems (both internal and provided by third-parties) and the internet to conduct our business. Our business is dependent on our ability to process and monitor large numbers of daily transactions in compliance with legal, regulatory and internal standards and specifications. In addition, a significant portion of our operations relies heavily on the secure processing, storage and transmission of personal and confidential information, such as the personal information of our customers and clients. In recent periods, several governmental agencies and large corporations, including financial service organizations and retail companies, have suffered major data breaches, in some cases exposing not only their confidential and proprietary corporate information, but also sensitive financial and other personal information of their clients or clients and their employees or other third-parties, and subjecting those agencies and corporations to potential fraudulent activity and their clients, clients and other third-parties to identity theft and fraudulent activity in their credit card and banking accounts. Therefore, security breaches and cyber-attacks can cause significant increases in operating costs, including the costs of compensating clients and customers for any resulting losses they may incur and the costs and capital expenditures required to correct the deficiencies in and strengthen the security of data processing and storage systems. These risks may increase in the future as we continue to increase mobile payments and other internet-based product offerings and expand our internal usage of web-based products and applications.

Other potential attacks have attempted to obtain unauthorized access to confidential information, steal money, or manipulate or destroy data, often through the introduction of computer viruses or malware, cyber-attacks and other means. Other threats of this type may include fraudulent or unauthorized access to data processing or data storage systems used by us or by our clients, electronic identity theft, “phishing,” account takeover, and malware or other cyber-attacks. To date, none of these types of attacks have had a material effect on our business or operations. Such security attacks can originate from a wide variety of sources, including persons who are involved with organized crime or who may be linked to terrorist organizations or hostile foreign governments. Those same parties may also attempt to fraudulently induce employees, customers or other users of our systems to disclose sensitive information in order to gain access to our data or that of our customers or clients. We are also subject to the risk that our employees may intercept and transmit unauthorized confidential or proprietary information. An interception, misuse or mishandling of personal, confidential or proprietary information being sent to or received from a customer or third-party could result in legal liabilities, remediation costs, regulatory actions and reputational harm.

As cyber-threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities or incidents. We maintain a system of internal controls and insurance coverage to mitigate against operational risks, including data processing system failures and errors and customer or employee fraud. If our internal controls fail to prevent or detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition and results of operations.

Furthermore, the public perception that a cyber-attack on our systems has been successful, whether or not this perception is correct, may damage our reputation with customers and third-parties with whom we do business.

On August 30, 2021, the Bank identified unusual activity on its network, responded promptly to disable the activity, investigate its source and monitor the Bank’s network. The Bank subsequently became aware of claims that it had been the target of a ransomware attack, and on September 7, 2021, determined that an external actor had accessed or acquired certain data on its network. The Bank has been working with third-party forensic investigators to understand the nature and scope of the incident and determine what information may have been accessed and what clients were impacted. The investigation revealed that this incident impacted files containing certain Bank customer information, including in some cases personal information of customers and customers’ employees. The Bank has notified or will notify all individuals identified to date, consistent with applicable laws, whose information may have been impacted. All impacted individuals will be offered free Equifax Complete Premier credit monitoring and identity theft protection services. The Bank has notified law enforcement and appropriate authorities of the incident.

The Company continues to monitor and evaluate the data incident for its magnitude and concomitant financial, legal or reputational consequences. To date, such consequences are not material, however the data incident is still recent and notices to affected individuals only recently began. During the three months ended September 30, 2021, expenses associated with the data incident, all of which are included in Other Expense in Consolidated Statements of Income (Unaudited), totaled $100 thousand, which represents the retention amount on its insurance claims. The Company anticipates additional expenses will be incurred in future periods; however, the Company does have a cyber-liability insurance policy that should provide insurance coverage for this incident. To date, no litigation has resulted from the data incident.

Management is not aware of any material changes, other than the noted above, to the risk factors that appeared under “Part I, Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part 1, Item 1A, of the Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, which could materially and adversely affect the Company’s business, financial condition, results of operations and stock price. The risks described in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not presently known to management or that management presently believes not to be material may also result in material and adverse effects on the Company’s business, financial condition, and results of operations.

6663

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

~~There~~Except for the preferred stock discussed below, there were no unregistered sales of equity securities during the three and six months ended ~~September~~June 30, ~~2021.~~2022.

On May 24, 2022, the Company issued 69,141 shares of Series C Preferred Stock for the capital investment of $69.1 million from the U.S. Treasury under the ECIP. For additional information, see Note 9 to the Consolidated Financial Statements (Unaudited) included in Item 1 of this Quarterly Report on Form 10-Q.

The following table presents share repurchase activities during the ~~three months ended September 30, 2021:~~periods indicated:

($ in thousands, except per share data) Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Number of Shares That May Yet Be Purchased Under the Program
From July 1, 2021 to July 31, 2021 33,935 $ 15.99 33,935 —
From August 1, 2021 to August 31, 2021 — — — —
From September 1, 2021 to September 30, 2021 — — — —
Total 33,935 $ 15.99 33,935

On January 23, 2020, the Company announced that on November 22, 2019, its Board of Directors approved a $6.5 million stock repurchase program to commence upon the opening of the Company’s trading window for the first quarter of 2020 and continue through November 20, 2021. The Company completed the repurchase program in March 2020. The Company repurchased and retired 428,474 shares of common stock at a weighted-average price of $15.14 per share.

($ in thousands, except per share data)

Total Number of Shares Purchased

Average Price Paid Per Share

Total Number of Shares Purchased as Part of Publicly Announced Program

Number of Shares That May Yet Be Purchased Under the Program

From April 1, 2022 to April 30, 2022

—

From May 1, 2022 to May 31, 2022

—

From June 1, 2022 to June 30, 2022

—

Total

—

On April 8, 2021, the Company’s Board of Directors approved a repurchase program authorizing the repurchase of up to 5% of the Company’s outstanding common stock as of the date of the board meeting, which represented 775,000 shares, through September 7, 2021. The Company repurchased and retired 680,269 shares of common stock at a weighted-average price of $15.99 per share under this repurchase program.

Item 3 - Defaults Upon Senior Securities

None.

Item 4 - Mine Safety Disclosures

Not applicable.

Item 5 - Other Information

None

6764

Item 6 - Exhibits

Exhibit Number Description Form File No. Exhibit Filing Date
3.1
Articles of Incorporation of PCB Bancorp, as amended
10-Q 001-38621 3.1 August 8, 2019
3.2
Bylaws of PCB Bancorp
8-K 001-38621 3.2 July 2, 2019
4.1
Specimen common stock certificate of PCB Bancorp
10-Q 001-38621 4.1 August 8, 2019
4.2
Description of Capital Stock
10-K 001-38621 4.2 March 9, 2020
10.1
Employment Agreement, dated January 1, 2018, between Pacific City Financial Corporation and Henry Kim
S-1 333-226208 10.1 July 17, 2018
10.1A
First Amendment to Employ ment Agreement, dated August 26, 2021, among PCB Bancorp, Pacific City Bank and Henry Kim*
10.2
2013 Equity Based Compensation Plan, as amended
S-1 333-226208 10.2 July 17, 2018
10.3
Form of Stock Option Award Agreement under 2013 Equity Based Compensation Plan
S-1 333-226208 10.3 July 17, 2018
10.4
Form of Restricted Stock Award Agreement under 2013 Equity Based Compensation Plan
S-1 333-226208 10.4 July 17, 2018
10.5
2003 Pacific City Bank Stock Option Plan, as amended
S-1 333-226208 10.5 July 17, 2018
10.6
Form of Stock Option Award Agreement under the 2003 Pacific City Bank Stock Option Plan
S-1 333-226208 10.6 July 17, 2018
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document*
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)*

Exhibit Number

Description

Form

File No.

Exhibit

Filing Date

3.1

Articles of Incorporation of PCB Bancorp, as amended

10-Q

001-38621

3.1

August 8, 2019

3.2

Bylaws of PCB Bancorp

8-K

001-38621

3.2

July 2, 2019

3.3

Certificate of Determination for Senior Non-Cumulative Perpetual Preferred Stock, Series C

8-K

001-38621

3.1

May 24, 2022

4.1

Specimen common stock certificate of PCB Bancorp

10-Q

001-38621

4.1

August 8, 2019

4.2

Description of Capital Stock*

4.3

Form of Certificate for Senior Non-Cumulative Perpetual Preferred Stock, Series C

8-K

001-38621

4.1

May 24, 2022

10.1

Employment Agreement, dated January 1, 2018, between Pacific City Financial Corporation and Henry Kim

S-1

333-226208

10.1

July 17, 2018

10.1A

First Amendment to Employment Agreement, dated August 26, 2021, among PCB Bancorp, Pacific City Bank and Henry Kim*

10-Q

001-38621

10.1A

November 8, 2021

10.1B

Second Amendment to Employee Agreement, dated December 28, 2021, among PCB Bancorp, Pacific City Bank and Henry Kim

10-K

001-38621

10.1B

March 4, 2022

10.2

2013 Equity Based Compensation Plan, as amended

S-1

333-226208

10.2

July 17, 2018

10.3

Form of Stock Option Award Agreement under 2013 Equity Based Compensation Plan

S-1

333-226208

10.3

July 17, 2018

10.4

Form of Restricted Stock Award Agreement under 2013 Equity Based Compensation Plan

S-1

333-226208

10.4

July 17, 2018

10.5

2003 Pacific City Bank Stock Option Plan, as amended

S-1

333-226208

10.5

July 17, 2018

10.6

Form of Stock Option Award Agreement under the 2003 Pacific City Bank Stock Option Plan

S-1

333-226208

10.6

July 17, 2018

10.7

Letter Agreement, dated May 24, 2022, between PCB Bancorp and the U.S. Department of Treasury, with respect to the issuance of Senior Non-Cumulative Perpetual Preferred Stock, Series C

8-K

001-38621

10.1

May 24, 2022

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

101.INS

The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document*

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)*

* Filed herewith

** Furnished herewith

6865

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		PCB Bancorp

Date:	~~November 8, 2021~~August 4, 2022	/s/ Henry Kim
		Henry Kim
		President and Chief Executive Officer (Principal Executive Officer)

Date:	~~November 8, 2021~~August 4, 2022	/s/ Timothy Chang
		Timothy Chang
		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

6966


	Real Estate Loans						Commercial and Industrial Loans
($ in thousands)	Commercial Property		Residential Property		SBA Property		Commercial Term		SBA Commercial Term		Total
Balance at January 1, 2021	$	24,132	$	425	$	4,192	$	5,527	$	1,841	$	36,117
Modification early terminated (1)	—		—		(2,576)		—		(1,338)		(3,914)
Modification expired	(33,943)		(1,100)		(1,627)		(8,330)		(513)		(45,513)
Subsequent modification	11,829		328		—		2,878		—		15,035
New modification	—		349		—		—		—		349
Amortization	(2,018)		(2)		11		(75)		10		(2,074)
Balance at September 30, 2021	$	—	$	—	$	—	$	—	$	—	$	—