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 ~~March 31,~~September 30, 2023

☐ 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 ~~April 30,~~October 31, 2023, the registrant had outstanding ~~14,317,390~~14,259,340 shares of common stock.

PCB Bancorp and Subsidiary

Quarterly Report on Form 10-Q

~~March 31,~~September 30, 2023

Table of Contents


Part I - Financial Information

Item 1.	Consolidated Financial Statements	4

	Consolidated Balance Sheets - ~~Mar~~chSeptember 3 1 ~~, 202~~3 30, 2023 (Unaudited) and December 31, ~~202~~22022	4
	Consolidated Statements of Income (Unaudited) - Three and Nine Months Ended ~~March 31~~Se ~~, 202~~3ptember 30, 2023 and ~~202~~22022	5
	Consolidated Statements of Comprehensive Income (Unaudited) - Three and N ine Months Ended ~~March 31,~~September 30, 2023 and 2022	6
	Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - Three and ~~Three~~ Nine Months Ended ~~March 31,~~September 30, 2023 and 2022	7
	Consolidated Statements of Cash Flows ~~(Unaudited)~~(Unaudited) - ~~Three~~N i ne Months Ended ~~March 31,~~Sept ember 30, 2023 and 2022	89
	Notes to Consolidated Financial Statements (Unaudited)	1011

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3942

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6067

Item 4.	Controls and Procedures	6168

Part II - Other Information

Item 1.	Legal Proceedings	6269

Item 1A.	Risk Factors	6370

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6471

Item 3.	Defaults Upon Senior Securities	6471

Item 4.	Mine Safety Disclosures	6471

Item 5.	Other Information	6471

Item 6.	Exhibits	6572

Signatures		6673

Forward-looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements which reflect current views of PCB Bancorp (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 business and 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 recent inflationary pressures and governmental and societal responses thereto;

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

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

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

•adverse developments at other banks, including bank failures, that impact general sentiment regarding the stability and liquidity of banks and may affect our customers’ behavior and our stock price;

•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;

•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~~laws or ~~policy.~~policies.

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, 2022 and our other documents ~~filed~~that we file 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)


		March 31, 2023		December 31, 2022			September 30, 2023		December 31, 2022
		(Unaudited)					(Unaudited)
Assets	Assets					Assets
Cash and due from banks	Cash and due from banks	$	25,801	$	23,202	Cash and due from banks	$	22,691	$	23,202
Interest-bearing deposits in other financial institutions	Interest-bearing deposits in other financial institutions	164,718		123,829		Interest-bearing deposits in other financial institutions	169,659		123,829
Total cash and cash equivalents	Total cash and cash equivalents	190,519		147,031		Total cash and cash equivalents	192,350		147,031
Securities available-for-sale, at fair value (amortized cost of $157,752 and $156,978 at March 31, 2023 and December 31, 2022, respectively, and allowance for credit losses of $0 at March 31, 2023)		144,665		141,863
Securities available-for-sale, at fair value (amortized cost of $158,472 and $156,978 at September 30, 2023 and December 31, 2022, respectively, and allowance for credit losses of $0 at September 30, 2023)						Securities available-for-sale, at fair value (amortized cost of $158,472 and $156,978 at September 30, 2023 and December 31, 2022, respectively, and allowance for credit losses of $0 at September 30, 2023)	139,218		141,863
Loans held-for-sale, at lower of cost or fair value	Loans held-for-sale, at lower of cost or fair value	14,352		22,811		Loans held-for-sale, at lower of cost or fair value	6,693		22,811
Loans held-for-investment, net of deferred fees and costs	Loans held-for-investment, net of deferred fees and costs	2,092,442		2,046,063		Loans held-for-investment, net of deferred fees and costs	2,167,605		2,046,063
Allowance for credit losses on loans (1)	Allowance for credit losses on loans (1)	(24,694)		(24,942)		Allowance for credit losses on loans (1)	(25,599)		(24,942)
Net loans held-for-investment	Net loans held-for-investment	2,067,748		2,021,121		Net loans held-for-investment	2,142,006		2,021,121
Premises and equipment, net	Premises and equipment, net	6,473		6,916		Premises and equipment, net	6,229		6,916
Federal Home Loan Bank and other restricted stock, at cost	Federal Home Loan Bank and other restricted stock, at cost	10,183		10,183		Federal Home Loan Bank and other restricted stock, at cost	12,716		10,183

Bank-owned life insurance	Bank-owned life insurance	30,244		30,064		Bank-owned life insurance	30,615		30,064
Deferred tax assets, net	Deferred tax assets, net	3,753		3,115		Deferred tax assets, net	4,486		3,115
Servicing assets	Servicing assets	7,345		7,347		Servicing assets	6,920		7,347
Operating lease assets	Operating lease assets	5,854		6,358		Operating lease assets	5,626		6,358
Accrued interest receivable	Accrued interest receivable	7,998		7,472		Accrued interest receivable	8,731		7,472
Other assets	Other assets	11,390		15,755		Other assets	12,384		15,755
Total assets	Total assets	$	2,500,524	$	2,420,036	Total assets	$	2,567,974	$	2,420,036
Liabilities and Shareholders’ Equity	Liabilities and Shareholders’ Equity					Liabilities and Shareholders’ Equity
Deposits:	Deposits:					Deposits:
Noninterest-bearing demand	Noninterest-bearing demand	$	653,970	$	734,989	Noninterest-bearing demand	$	611,021	$	734,989
Savings, NOW and money market accounts	Savings, NOW and money market accounts	460,187		514,741		Savings, NOW and money market accounts	459,038		514,741
Time deposits of $250,000 or less	Time deposits of $250,000 or less	513,068		382,377		Time deposits of $250,000 or less	607,664		382,377
Time deposits of more than $250,000	Time deposits of more than $250,000	514,464		413,876		Time deposits of more than $250,000	514,406		413,876
Total deposits	Total deposits	2,141,689		2,045,983		Total deposits	2,192,129		2,045,983
Federal Home Loan Bank advances	Federal Home Loan Bank advances	—		20,000		Federal Home Loan Bank advances	—		20,000
Operating lease liabilities	Operating lease liabilities	6,238		6,809		Operating lease liabilities	5,852		6,809
Accrued interest payable and other liabilities	Accrued interest payable and other liabilities	15,767		11,802		Accrued interest payable and other liabilities	28,141		11,802
Total liabilities	Total liabilities	2,163,694		2,084,594		Total liabilities	2,226,122		2,084,594
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies
Preferred stock, 10,000,000 shares authorized, no par value:	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 69,141 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.		69,141		69,141
Common stock, 60,000,000 shares authorized, no par value; 14,297,870 and 14,625,474 shares issued and outstanding, respectively, and included 45,761 and 62,022 shares of unvested restricted stock, respectively, at March 31, 2023 and December 31, 2022		143,356		149,631
Series C, senior non-cumulative perpetual, $1,000 per share liquidation preference, 69,141 and 69,141 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively.						Series C, senior non-cumulative perpetual, $1,000 per share liquidation preference, 69,141 and 69,141 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively.	69,141		69,141
Common stock, 60,000,000 shares authorized, no par value; 14,319,014 and 14,625,474 shares issued and outstanding, respectively, and included 42,161 and 62,022 shares of unvested restricted stock, respectively, at September 30, 2023 and December 31, 2022						Common stock, 60,000,000 shares authorized, no par value; 14,319,014 and 14,625,474 shares issued and outstanding, respectively, and included 42,161 and 62,022 shares of unvested restricted stock, respectively, at September 30, 2023 and December 31, 2022	143,401		149,631
Retained earnings	Retained earnings	133,415		127,181		Retained earnings	142,750		127,181
Accumulated other comprehensive income (loss), net		(9,082)		(10,511)
Accumulated other comprehensive loss, net						Accumulated other comprehensive loss, net	(13,440)		(10,511)
Total shareholders’ equity	Total shareholders’ equity	336,830		335,442		Total shareholders’ equity	341,852		335,442
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	2,500,524	$	2,420,036	Total liabilities and shareholders’ equity	$	2,567,974	$	2,420,036

(1) Allowance for credit losses on loans at ~~March 31,~~September 30, 2023 is presented under ASC 326, while prior period comparison continues to be presented under legacy ASC 450 and ASC 310.

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 March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022				2023		2022		2023		2022
Interest and dividend income:	Interest and dividend income:						Interest and dividend income:
Loans, including fees	Loans, including fees	$	31,229	$	20,190		Loans, including fees	$	34,651	$	24,835	$	98,840	$	66,268
Tax-exempt investment securities	Tax-exempt investment securities	34		36			Tax-exempt investment securities	30		34		97		107
Taxable investment securities	Taxable investment securities	1,068		440			Taxable investment securities	1,140		772		3,311		1,843
Other interest-earning assets	Other interest-earning assets	2,205		228			Other interest-earning assets	3,031		1,194		7,978		1,957
Total interest income	Total interest income	34,536		20,894			Total interest income	38,852		26,835		110,226		70,175
Interest expense:	Interest expense:						Interest expense:
Deposits	Deposits	11,913		850			Deposits	16,403		2,798		43,437		4,689
Other borrowings	Other borrowings	209		51			Other borrowings	—		14		209		119
Total interest expense	Total interest expense	12,122		901			Total interest expense	16,403		2,812		43,646		4,808
Net interest income	Net interest income	22,414		19,993			Net interest income	22,449		24,023		66,580		65,367
Reversal for credit losses (1)		(2,778)		(1,191)
Net interest income after reversal for credit losses		25,192		21,184
Provision (reversal) for credit losses (1)							Provision (reversal) for credit losses (1)	751		3,753		(1,830)		2,453
Net interest income after provision (reversal) for credit losses							Net interest income after provision (reversal) for credit losses	21,698		20,270		68,410		62,914
Noninterest income:	Noninterest income:						Noninterest income:
Service charges and fees on deposits	Service charges and fees on deposits	344		303			Service charges and fees on deposits	371		341		1,084		974
Loan servicing income	Loan servicing income	860		700			Loan servicing income	851		780		2,579		2,235
Bank-owned life insurance income	Bank-owned life insurance income	180		172			Bank-owned life insurance income	187		178		551		525
Gain on sale of loans	Gain on sale of loans	1,309		3,777			Gain on sale of loans	689		1,415		2,767		7,231

Other income	Other income	328		334			Other income	404		462		1,199		1,145
Total noninterest income	Total noninterest income	3,021		5,286			Total noninterest income	2,502		3,176		8,180		12,110
Noninterest expense:	Noninterest expense:						Noninterest expense:
Salaries and employee benefits	Salaries and employee benefits	8,928		8,595			Salaries and employee benefits	8,572		8,457		26,175		25,177
Occupancy and equipment	Occupancy and equipment	1,896		1,397			Occupancy and equipment	1,964		1,650		5,779		4,584
Professional fees	Professional fees	732		403			Professional fees	685		587		2,189		1,632
Marketing and business promotion	Marketing and business promotion	372		207			Marketing and business promotion	980		909		1,555		1,426
Data processing	Data processing	412		404			Data processing	367		427		1,159		1,272
Director fees and expenses	Director fees and expenses	180		169			Director fees and expenses	152		179		549		530
Regulatory assessments	Regulatory assessments	155		141			Regulatory assessments	281		150		818		438
Other expense	Other expense	1,079		755			Other expense	1,206		1,336		3,364		2,952
Total noninterest expense	Total noninterest expense	13,754		12,071			Total noninterest expense	14,207		13,695		41,588		38,011
Income before income taxes	Income before income taxes	14,459		14,399			Income before income taxes	9,993		9,751		35,002		37,013
Income tax expense	Income tax expense	4,162		4,159			Income tax expense	2,970		2,798		10,205		10,728
Net income	Net income	$	10,297	$	10,240		Net income	$	7,023	$	6,953	$	24,797	$	26,285

Earnings per common share, basic	Earnings per common share, basic	$	0.71	$	0.69		Earnings per common share, basic	$	0.49	$	0.47	$	1.73	$	1.76
Earnings per common share, diluted	Earnings per common share, diluted	$	0.70	$	0.67		Earnings per common share, diluted	$	0.49	$	0.46	$	1.71	$	1.73

Weighted-average common shares outstanding, basic	Weighted-average common shares outstanding, basic	14,419,155		14,848,014			Weighted-average common shares outstanding, basic	14,294,802		14,877,879		14,327,930		14,869,997
Weighted-average common shares outstanding, diluted	Weighted-average common shares outstanding, diluted	14,574,929		15,141,693			Weighted-average common shares outstanding, diluted	14,396,216		15,088,089		14,441,960		15,126,863

(1) ~~Reversal~~Provision (reversal) for credit losses for the three and nine months ended ~~March 31,~~September 30, 2023 is presented under ASC 326, while prior period comparison continues to be presented under legacy ASC 450 and ASC 310.

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

PCB Bancorp and Subsidiary

Consolidated Statements of Comprehensive Income (Unaudited)

($ in thousands)

Three Months Ended March 31,
2023 2022
Net income $ 10,297 $ 10,240
Other comprehensive income (loss):
Unrealized gain (loss) on securities available-for-sale arising during the period 2,028 (5,467)
Income tax benefit (expense) related to items of other comprehensive income (loss) (599) 1,615
Total other comprehensive income (loss), net of tax 1,429 (3,852)
Total comprehensive income $ 11,726 $ 6,388


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income	$	7,023	$	6,953	$	24,797	$	26,285
Other comprehensive loss:
Unrealized loss on securities available-for-sale arising during the period	(3,827)		(6,255)		(4,137)		(15,839)
Income tax benefit related to items of other comprehensive loss	1,118		1,844		1,208		4,674
Total other comprehensive loss, net of tax	(2,709)		(4,411)		(2,929)		(11,165)
Total comprehensive income	$	4,314	$	2,542	$	21,868	$	15,120

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													Three Months Ended
		Shares Outstanding		Shareholders’ Equity											Shares Outstanding		Shareholders’ Equity
		Preferred Stock	Common Stock	Preferred Stock		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 January 1, 2022		—	14,865,825	$	—	$	154,992	$	101,140	$	154	$	256,286
Balance at July 1, 2022														Balance at July 1, 2022	69,141	14,956,760	$	69,141	$	155,842	$	115,992	$	(6,600)	$	334,375
Comprehensive income (loss)	Comprehensive income (loss)													Comprehensive income (loss)
Net income	Net income	—	—	—		—		10,240		—		10,240		Net income	—	—	—		—		6,953		—		6,953
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—	—	—		—		—		(3,852)		(3,852)		Other comprehensive loss, net of tax	—	—	—		—		—		(4,411)		(4,411)

Issuance of restricted stock	Issuance of restricted stock		25,000	—		—		—		—		—		Issuance of restricted stock	—	2,700	—		—		—		—		—
Forfeiture of restricted stock			(200)	—		—		—		—		—

Share-based compensation expense		—	—	—		141		—		—		141
Stock options exercised		—	54,038	—		481		—		—		481
Cash dividends declared on common stock ($0.15 per share)		—	—	—		—		(2,238)		—		(2,238)
Balance at March 31, 2022		—	14,944,663	$	—	$	155,614	$	109,142	$	(3,698)	$	261,058

Balance at January 1, 2023		69,141	14,625,474	$	69,141	$	149,631	$	127,181	$	(10,511)	$	335,442
Cumulative effect adjustment upon adoption of ASC 326		—	—	—		—		(1,886)		—		(1,886)
Adjusted balance at January 1, 2023		69,141	14,625,474	69,141		149,631		125,295		(10,511)		333,556
Comprehensive income
Net income		—	—	—		—		10,297		—		10,297
Other comprehensive income, net of tax		—	—	—		—		—		1,429		1,429

Restricted stock surrendered due to employee tax liability														Restricted stock surrendered due to employee tax liability	—	(429)	—		(8)		—		—		(8)
Repurchase of common stock	Repurchase of common stock	—	(385,381)	—		(6,845)		—		—		(6,845)		Repurchase of common stock	—	(119,941)	—		(2,249)		—		—		(2,249)
Share-based compensation expense	Share-based compensation expense	—	—	—		120		—		—		120		Share-based compensation expense	—	—	—		135		—		—		135
Stock options exercised	Stock options exercised	—	57,777	—		450		—		—		450		Stock options exercised	—	14,050	—		170		—		—		170
Cash dividends declared on common stock ($0.15 per share)	Cash dividends declared on common stock ($0.15 per share)	—	—	—		—		(2,177)		—		(2,177)		Cash dividends declared on common stock ($0.15 per share)	—	—	—		—		(2,246)		—		(2,246)
Balance at March 31, 2023		69,141	14,297,870	$	69,141	$	143,356	$	133,415	$	(9,082)	$	336,830
Balance at September 30, 2022														Balance at September 30, 2022	69,141	14,853,140	$	69,141	$	153,890	$	120,699	$	(11,011)	$	332,719

Balance at July 1, 2023														Balance at July 1, 2023	69,141	14,318,890	$	69,141	$	143,686	$	138,315	$	(10,731)	$	340,411

Comprehensive income (loss)														Comprehensive income (loss)
Net income														Net income	—	—	—		—		7,023		—		7,023
Other comprehensive loss, net of tax														Other comprehensive loss, net of tax	—	—	—		—		—		(2,709)		(2,709)

Issuance of restricted stock														Issuance of restricted stock	—	3,300	—		—		—		—		—

Restricted stock surrendered due to employee tax liability														Restricted stock surrendered due to employee tax liability	—	(99)	—		(2)		—		—		(2)
Repurchase of common stock														Repurchase of common stock	—	(67,202)	—		(1,058)		—		—		(1,058)
Share-based compensation expense														Share-based compensation expense	—	—	—		113		—		—		113
Stock options exercised														Stock options exercised	—	64,125	—		662		—		—		662
Cash dividends declared on common stock ($0.18 per share)														Cash dividends declared on common stock ($0.18 per share)	—	—	—		—		(2,588)		—		(2,588)
Balance at September 30, 2023														Balance at September 30, 2023	69,141	14,319,014	$	69,141	$	143,401	$	142,750	$	(13,440)	$	341,852

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

PCB Bancorp and Subsidiary

Consolidated Statements of Changes in Shareholders’ Equity, Continued (Unaudited)

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


	Nine Months Ended
	Shares Outstanding		Shareholders’ Equity
	Preferred Stock	Common Stock	Preferred Stock		Common Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balance at January 1, 2022	—	14,865,825	$	—	$	154,992	$	101,140	$	154	$	256,286
Comprehensive income (loss)
Net income	—	—	—		—		26,285		—		26,285
Other comprehensive loss, net of tax	—	—	—		—		—		(11,165)		(11,165)
Issuance of preferred stock	69,141	—	69,141								69,141

Issuance of restricted stock	—	27,700	—		—		—		—		—
Forfeiture of restricted stock	—	(200)	—		—		—		—		—
Restricted stock surrendered due to employee tax liability	—	(429)	—		(8)		—		—		(8)
Repurchase of common stock	—	(119,941)	—		(2,249)		—		—		(2,249)
Share-based compensation expense	—	—	—		418		—		—		418
Stock options exercised	—	80,185	—		737		—		—		737
Cash dividends declared on common stock ($0.45 per share)	—	—	—		—		(6,726)		—		(6,726)
Balance at September 30, 2022	69,141	14,853,140	$	69,141	$	153,890	$	120,699	$	(11,011)	$	332,719

Balance at January 1, 2023	69,141	14,625,474	$	69,141	$	149,631	$	127,181	$	(10,511)	$	335,442
Cumulative effect adjustment upon adoption of ASC 326	—	—	—		—		(1,886)		—		(1,886)
Adjusted balance at January 1, 2023	69,141	14,625,474	69,141		149,631		125,295		(10,511)		333,556
Comprehensive income (loss)
Net income	—	—	—		—		24,797		—		24,797
Other comprehensive loss, net of tax	—	—	—		—		—		(2,929)		(2,929)


Issuance of restricted stock	—	3,300	—		—		—		—		—

Restricted stock surrendered due to employee tax liability	—	(99)	—		(2)		—		—		(2)
Repurchase of common stock	—	(452,583)	—		(7,903)		—		—		(7,903)
Share-based compensation expense	—	—	—		346		—		—		346
Stock options exercised	—	142,922	—		1,329		—		—		1,329
Cash dividends declared on common stock ($0.51 per share)	—	—	—		—		(7,342)		—		(7,342)
Balance at September 30, 2023	69,141	14,319,014	$	69,141	$	143,401	$	142,750	$	(13,440)	$	341,852

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

PCB Bancorp and Subsidiary

Consolidated Statements of Cash Flows (Unaudited)

($ in thousands)


		Three Months Ended March 31, 2023					Nine Months Ended September 30,
		2023		2022			2023		2022
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income	Net income	$	10,297	$	10,240	Net income	$	24,797	$	26,285
Adjustments to reconcile net income to net cash provided by 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	559		309		Depreciation of premises and equipment	1,699		1,072
Net amortization of premiums on securities	Net amortization of premiums on securities	57		135		Net amortization of premiums on securities	169		307
Net accretion of discounts on loans	Net accretion of discounts on loans	(671)		(908)		Net accretion of discounts on loans	(2,197)		(2,682)
Net accretion of deferred loan fees	Net accretion of deferred loan fees	(175)		(1,165)		Net accretion of deferred loan fees	(648)		(2,014)
Amortization of servicing assets	Amortization of servicing assets	423		531		Amortization of servicing assets	1,344		1,584
Reversal for credit losses (1)		(2,778)		(1,191)
Provision (reversal) for credit losses (1)						Provision (reversal) for credit losses (1)	(1,830)		2,453
Bank-owned life insurance income	Bank-owned life insurance income	(180)		(172)		Bank-owned life insurance income	(551)		(525)
Deferred tax expense (benefit)		(449)		544
Deferred tax expense						Deferred tax expense	625		3,363
Stock-based compensation	Stock-based compensation	120		141		Stock-based compensation	346		418

Gain on sale of loans	Gain on sale of loans	(1,309)		(3,777)		Gain on sale of loans	(2,767)		(7,231)
Originations of loans held-for-sale	Originations of loans held-for-sale	(22,741)		(21,240)		Originations of loans held-for-sale	(49,753)		(88,236)
Proceeds from sales of and principal collected on loans held-for-sale	Proceeds from sales of and principal collected on loans held-for-sale	28,929		43,894		Proceeds from sales of and principal collected on loans held-for-sale	65,550		114,400
Change in accrued interest receivable and other assets	Change in accrued interest receivable and other assets	3,840		(780)		Change in accrued interest receivable and other assets	2,100		(7,261)
Change in accrued interest payable and other liabilities	Change in accrued interest payable and other liabilities	2,296		2,601		Change in accrued interest payable and other liabilities	14,566		(1,194)
Net cash provided by operating activities	Net cash provided by operating activities	18,218		29,162		Net cash provided by operating activities	53,450		40,739
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	(4,908)		(19,915)		Purchase of securities available-for-sale	(15,959)		(41,099)

Proceeds from maturities and paydowns of securities available-for-sale	Proceeds from maturities and paydowns of securities available-for-sale	4,077		6,166		Proceeds from maturities and paydowns of securities available-for-sale	14,298		18,750
Proceeds from principal collected on loans held-for-sale previously classified as held-for-investment	Proceeds from principal collected on loans held-for-sale previously classified as held-for-investment	5,074		—		Proceeds from principal collected on loans held-for-sale previously classified as held-for-investment	5,074		458
Net change in loans held-for-investment	Net change in loans held-for-investment	(30,244)		(9,655)		Net change in loans held-for-investment	(104,439)		(226,849)
Purchase of loans held-for-investment	Purchase of loans held-for-investment	(15,741)		—		Purchase of loans held-for-investment	(15,741)		—

Purchase of Federal Home Loan Bank stock						Purchase of Federal Home Loan Bank stock	(2,533)		(1,606)
Proceeds from sale of other real estate owned						Proceeds from sale of other real estate owned	—		1,191
Purchases of premises and equipment	Purchases of premises and equipment	(122)		(319)		Purchases of premises and equipment	(1,059)		(2,690)

Net cash used in investing activities	Net cash used in investing activities	(41,864)		(23,723)		Net cash used in investing activities	(120,359)		(251,845)
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Net change in deposits	Net change in deposits	95,706		43,245		Net change in deposits	146,146		110,964
Net change in short-term Federal Home Loan Bank advances	Net change in short-term Federal Home Loan Bank advances	(20,000)		—		Net change in short-term Federal Home Loan Bank advances	(20,000)		—

Repayment of long-term Federal Home Loan Bank advances						Repayment of long-term Federal Home Loan Bank advances	—		(10,000)
Stock options exercised	Stock options exercised	450		481		Stock options exercised	1,329		737

Restricted stock surrendered due to employee tax liability						Restricted stock surrendered due to employee tax liability	(2)		(8)
Issuance of preferred stock						Issuance of preferred stock	—		69,141

Repurchase of common stock	Repurchase of common stock	(6,845)		—		Repurchase of common stock	(7,903)		(2,249)
Cash dividends paid on common stock	Cash dividends paid on common stock	(2,177)		(2,238)		Cash dividends paid on common stock	(7,342)		(6,726)
Net cash provided by financing activities	Net cash provided by financing activities	67,134		41,488		Net cash provided by financing activities	112,228		161,859
Net increase in cash and cash equivalents		43,488		46,927
Net increase (decrease) in cash and cash equivalents						Net increase (decrease) in cash and cash equivalents	45,319		(49,247)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	147,031		203,285		Cash and cash equivalents at beginning of period	147,031		203,285
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	190,519	$	250,212	Cash and cash equivalents at end of period	$	192,350	$	154,038

(1) ~~Reversal~~Provision for credit losses for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 is presented under ASC 326, while prior period comparison continue to be presented under legacy ASC 450 and ASC 310.

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

PCB Bancorp and Subsidiary

Consolidated Statements of Cash Flows, Continued (Unaudited)

($ in thousands)


		Three Months Ended March 31, 2023					Nine Months Ended September 30,
		2023		2022			2023		2022
Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:					Supplemental disclosures of cash flow information:
Interest paid	Interest paid	$	7,954	$	1,102	Interest paid	$	28,008	$	4,559
Income taxes paid	Income taxes paid	56		36		Income taxes paid	4,023		12,625
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	$	—	$	458
Loans transferred to other real estate owned						Loans transferred to other real estate owned	—		151
Right of use assets obtained in exchange for lease obligations	Right of use assets obtained in exchange for lease obligations	195		335		Right of use assets obtained in exchange for lease obligations	1,360		2,007

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

910

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 PCB Bank (the “Bank”), which is a single operating segment. The Company changed its subsidiary name from Pacific City Bank to PCB Bank on August 25, 2022. As of ~~March 31,~~September 30, 2023, the Bank operated 11 full-service branches in Los Angeles and Orange counties, California, three full-service branches on the East Coast (Bayside, New York; and Englewood Cliffs and Palisades Park, New Jersey), and two full-service branches in Texas (Carrollton and Dallas), and seven loan production offices (“LPOs”) in Los Angeles and Orange Counties, California; Annandale, Virginia; Atlanta, Georgia; Aurora, Colorado; Bellevue, Washington; and Carrollton, 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, 2022 filed by the Company with the SEC. The December 31, 2022 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, 2022 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 months ended ~~March 31,~~September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Principles of Consolidation

The consolidated financial statements include the accounts of PCB Bancorp and its wholly owned subsidiary as of ~~March 31,~~September 30, 2023 and December 31, 2022, and for the three and nine months ended ~~March 31,~~September 30, 2023 and 2022. 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. Other than the adoption of ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326)” discussed below, 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, 2022 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.

1011

Adopted Accounting Pronouncements

During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, the Company adopted following accounting pronouncements.

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~~delayed the effective date to 2023 for certain SEC filers that are Smaller Reporting Companies, ~~which would apply to~~such as the Company.

On January 1, 2023, the Company adopted the provisions of ASC 326 through the application of the modified retrospective transition approach, and recorded a net decrease of $1.9 million to the beginning balance of retained earnings as of January 1, 2023 for the cumulative effect adjustment, reflecting an initial adjustment to the allowance for credit losses (“ACL”) on loans of $1.1 million and the ACL on off-balance sheet credit exposures of $1.6 million, net of related deferred tax assets arising from temporary differences of $788 thousand. The initial adjustment to the ACL is reflective of expected lifetime credit losses associated with the composition of financial assets within in the scope of ASC 326 as of January 1, 2023, as well as management’s current expectation of future economic conditions.

The following table summarizes the initial adjustment to the ACL as of January 1, 2023:


($ in thousands)	Pre-ASC 326 Adoption		Impact of ASC 326 Adoption		As Reported Under ASC 326
Assets

ACL on loans




Commercial real estate	$	15,536	$	(610)	$	14,926
Commercial and industrial	5,502		4,344		9,846


Consumer	3,904		(2,667)		1,237
Total ACL on loans	24,942		1,067		26,009
Deferred tax assets	3,115		788		3,903
Liabilities
ACL on off-balance sheet credit exposures	$	299	$	1,607	1,906
Shareholders’ equity
Retained earnings	$	127,181	$	(1,886)	125,295

In conjunction with the adoption of ASC 326, the Company made an accounting policy election not to measure an ACL on accrued interest receivables for the loans collectively evaluated. For the loans individually evaluated, the Company considers accrued interest receivables as a part of the amortized cost and measures an ACL.

When accrued interest receivable is deemed to be uncollectable, the Company promptly reverses such balances through current period interest income in the period they are deemed uncollectable. Additionally, the Company has also elected not to include the balance of accrued interest receivable in the amortized cost basis of financial assets within the scope of ASC 326. Accrued interest receivable will continue to be presented separately in the Consolidated Balance Sheets.

ACL on securities available-for-sale

The Company reviewed securities available-for-sale that were in an unrealized loss position as of January 1, 2023 and determined the decline in fair value for those securities was not related to credit, but rather related to changes in interest rates and general market conditions. Additionally, there were no investment securities with previously recorded other-than-temporary impairment (“OTTI”) as of January 1, 2023. As such, no ACL was recorded for securities available-for-sale as of January 1, 2023.

1112

ACL on loans

The measurement of the ACL on loans is performed by collectively evaluating loans with similar risk characteristics using a discounted cash flow approach. The discounted cash flow methodology incorporates a probability of default (“PD”) and loss given default (“LGD”) model, as well as reasonable and supportable forecasts, and generates an estimate of the contractual cash flows that are not expected to be collected over the life of the loan. The Company leverages its peer group information to estimate PD and LGD. Peer group is selected from institutions in California with total assets between $1 billion and $5 billion. The Company analyzes and compares each loan segment’s volume as a percentage of total loans, recent charge-off rates, and charge-off rate during recession of the peer group against those of the Bank for inclusion in the peer group population.

PD and LGD are forecasted over a one-year time horizon using economic forecast scenarios, which the Company believes is a reasonable and supportable period. Beyond the one-year forecast time horizon, the Company’s ACL model reverts to historical long-term average loss rates over a one-year period. The use of reasonable and supportable forecasts requires significant judgment, such as selecting forecast scenarios, as well as determining the appropriate length of the forecast horizon. Management utilizes the economic forecasts provided by the Federal Open Market Committee (“FOMC”) to forecast the first 4 quarters of the credit loss estimate. The FOMC projects national unemployment rate and the projected change in the year-over-year national gross domestic product (“GDP”) growth rates over the forward-looking 4 quarters are used in determining the PD rates over the forecasted periods.

A portion of the collectively-evaluated ACL on loans also includes qualitative adjustments for risk factors not reflected or captured by the quantitative modeled ACL but are relevant in estimating future expected credit losses. Qualitative adjustments may be related to and include, but not limited to factors such as: (i) management’s assessment of economic forecasts used in the model and how those forecasts align with management’s overall evaluation of current and expected economic conditions, (ii) organization-specific risks such as credit concentrations, collateral specific risks, regulatory risks, and external factors that may ultimately impact credit quality, (iii) potential model limitations such as limitations identified through back-testing, and other limitations associated with factors such as underwriting changes, acquisition of new portfolios and changes in portfolio segmentation, and (iv) management’s overall assessment of the adequacy of the ACL, including an assessment of ACL model data inputs.

Problem loans are typically substandard or have a worse internal risk grade, and may consist of loans on nonaccrual status where the likelihood of foreclosure on underlying collateral has increased, collateral dependent loans and other loans where concern or doubt over the ultimate collectability of all contractual amounts due has become elevated. These problem loans, in the opinion of management, no longer possess risk characteristics similar to other loans in the loan segment, and as such may require individual evaluation for appropriate ACL for the loan. Performing loans individually evaluated, the Company measures the expected credit loss for the loan based on a discounted cash flow approach or fair value of collateral, less costs to sell. Collateral dependent loans are loans to borrowers with financial difficulty where the repayment of the loan is expected from the operation of and/or eventual liquidation of the underlying collateral.

As a part of the adoption of ASC 326, the Company reviewed and revised certain loan segments for the Company’s ACL model. Before the adoption of ASC 326, commercial property and SBA property loans were separately presented and represented 63.0% and 6.6% of loans held-for-investment at December 31, 2022, respectively. The Company re-divided these loan segments into commercial property, business property and multifamily loans, as described below, as these new loan segments are determined to share similar characteristics under the Company’s ACL model. In addition, four loan segments before the adoption of ASC 326 (commercial term loans, commercial lines of credit, SBA term loans and SBA PPP loans), which represented 12.2% of loans held-for-investment at December 31, 2022, are combined into a single loan segment, commercial and industrial (“C&I”) loans, as these loans are determined to share similar risk characteristics under the Company’s ACL model. However, loan related disclosures for prior periods continue to be presented under the legacy loan segments in this Quarterly Report on Form 10-Q.

Each loan segment bears varying degrees of risk based on, among other things, the type of loan and collateral, and the sensitivity of the borrower or industry to changes in external factors such as economic conditions and interest rate changes. The loan segments are as following:

Commercial Real Estate (“CRE”) Loans:

•Commercial property loans – Commercial property loans include loans for which the Company holds real property as collateral, but where the borrower does not occupy the underlying property. The primary risks associated with investor property loans include the borrower’s inability to pay, material decreases in the value of the real estate that is being held as collateral, significant increases in interest rates, changes in market rents, and vacancy and conditions of the underlying property, any of which may make the real estate property unprofitable to the borrower. Real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy.

1213

•Business property loans – Business property loans include loans for which the Company holds real property as collateral and where the underlying property is occupied by the borrower, such as with a place of business. These loans are primarily underwritten based on the cash flows of the business and secondarily on the real estate. The primary risks associated with business property loans include the borrower’s inability to pay, material decreases in the value of the real estate that is being held as collateral, and significant increases in interest rates, which reduce the cash flows of the underlying business. Real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy.

•Multifamily loans: Multifamily loans are secured by multi-tenant (5 or more units) residential real properties. Payments on multifamily loans are dependent on the successful operation or management of the properties, and repayment of these loans may be subject to adverse conditions in the real estate market or the economy.

•Construction loans: Construction loans are considered to have higher risks due to construction completion and timing risk, and the ultimate repayment being sensitive to interest rate changes, government regulation of real property, and the availability of long-term financing. Additionally, economic conditions may impact the Company’s ability to recover its investment in construction loans, as adverse economic conditions may negatively impact the real estate market, which could affect the borrower’s ability to complete and sell the project. The fair value of the underlying collateral may fluctuate as market conditions change. The primary risks include the borrower’s inability to pay and the inability of the Company to recover its investment due to a decline in the fair value of the underlying collateral.

Commercial and Industrial Loans:

•Commercial and industrial loans – The C&I loan category includes commercial term loans and commercial lines of credit. Commercial term loans are typically extended to finance business acquisitions, permanent working capital needs, and/or equipment purchases. Commercial lines of credit are generally provided to finance short-term working capital needs and mortgage warehouse lending credit facilities. Mortgage warehouse lending is a line of credit given to a loan originator, the funds from which are used to finance a mortgage that a borrower uses to purchase single-family residential property or refinance an existing mortgage. The primary risk associated with C&I loans is the difference between expected and actual cash flows of the borrowers. In addition, the recoverability of the Company’s investment in these loans is also dependent on other factors primarily dictated by the type of collateral securing these loans, and occasionally upon other borrower assets and guarantor assets.

Consumer Loans

•Residential mortgage loans – The primary risks of residential mortgage loans include the borrower’s inability to pay, material decreases in the value of the real estate that is being held as collateral, and significant increases in interest rates, which may reduce the borrower’s capacity to pay.

•Other consumer loans – Other consumer loans primarily include automobile loans, as well as unsecured lines of credit and term loans to high net worth individuals. Automobile loans have relatively lower LTV ratios on average and carry higher interest rates to offset for the inherently higher default risks. Unsecured lines of credit and term consumer loans are underwritten primarily based on the individual borrower’s income, current debt level, and past credit history. Repayment of these loans is dependent on the borrower’s ability to pay, and the fair value of the underlying collateral for automobile loans.

1314

The following table presents a summary of reclassification of loans held-for-investment as the date indicated:



($ in thousands)	December 31, 2022		Reclassification		January 1, 2023
Commercial property (1)	$	1,288,392	$	(1,288,392)	$	—
SBA property	134,892		(134,892)		—
Commercial property	N/A		772,020		772,020
Business property	N/A		526,513		526,513
Multifamily	N/A		124,751		124,751
Total Reclassed:	1,423,284		—		1,423,284
Construction	17,054		—		17,054
Commercial and industrial	249,250		—		249,250
Residential property	333,726		—		333,726
Other consumer	22,749		—		22,749
Total loans held-for-investment	$	2,046,063	$	—	$	2,046,063

(1) Commercial property loans under the legacy loan segments included all commercial property, business property and multifamily loans under the new loan segments.

The following table presents a summary of reclassification of ACL on loans as the date indicated as well as the initial adjustment to the ACL as of January 1, 2023:


($ in thousands)	December 31, 2022		Reclassification		January 1, 2023		Impact of ASC 326 Adoption		As Reported Under ASC 326
Commercial property (1)	$	14,059	$	(14,059)	$	—	$	—	$	—
SBA property	1,326		(1,326)		—		—		—
Commercial property	N/A		8,502		8,502		(1,762)		6,740
Business property	N/A		5,749		5,749		896		6,645
Multifamily	N/A		1,134		1,134		256		1,390
Total Reclassed:	15,385		—		15,385		(610)		14,775
Construction	151		—		151		—		151
Commercial and industrial	5,502		—		5,502		4,344		9,846
Residential property	3,691		—		3,691		(2,534)		1,157
Other consumer	213		—		213		(133)		80
Total ACL	$	24,942	$	—	$	24,942	$	1,067	$	26,009

(1) Commercial property loans under the legacy loan segments included all commercial property, business property and multifamily loans under the new loan segments.

Allowance for Credit Losses ~~for~~on Off-Balance Sheet Credit Exposures

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~~eliminate 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~~ASU 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 adopted this ASU as of January 1, 2023, in conjunction with the adoption of ASU 2016-13. The Company did not have a material impact on its consolidated financial statements upon adoption of this ASU.

Recent Accounting Pronouncements Not Yet Adopted

There were no significant accounting pronouncements applicable to the Company that have not yet been adopted.

1415

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.

Loans individually evaluated: Certain collateral-dependent loans individually evaluated 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 loans individually evaluated 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.

1516

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
March 31, 2023
September 30, 2023										September 30, 2023
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	$	—	$	100,843	$	—	$	100,843	Residential mortgage-backed securities	$	—	$	100,271	$	—	$	100,271
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	—		26,655		—		26,655		Residential collateralized mortgage obligations	—		24,196		—		24,196
SBA loan pool securities	SBA loan pool securities	—		8,538		—		8,538		SBA loan pool securities	—		7,578		—		7,578
Municipal bonds	Municipal bonds	—		4,270		—		4,270		Municipal bonds	—		3,076		—		3,076
Corporate bonds	Corporate bonds	—		4,359		—		4,359		Corporate bonds	—		4,097		—		4,097
Total securities available-for-sale	Total securities available-for-sale	—		144,665		—		144,665		Total securities available-for-sale	—		139,218		—		139,218
Total assets measured at fair value on a recurring basis	Total assets measured at fair value on a recurring basis	$	—	$	144,665	$	—	$	144,665	Total assets measured at fair value on a recurring basis	$	—	$	139,218	$	—	$	139,218
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, 2022	December 31, 2022									December 31, 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	$	—	$	96,900	$	—	$	96,900	Residential mortgage-backed securities	$	—	$	96,900	$	—	$	96,900
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	—		26,956		—		26,956		Residential collateralized mortgage obligations	—		26,956		—		26,956
SBA loan pool securities	SBA loan pool securities	—		9,298		—		9,298		SBA loan pool securities	—		9,298		—		9,298
Municipal bonds	Municipal bonds	—		4,186		—		4,186		Municipal bonds	—		4,186		—		4,186
Corporate bonds	Corporate bonds	—		4,523		—		4,523		Corporate bonds	—		4,523		—		4,523
Total securities available-for-sale	Total securities available-for-sale	—		141,863		—		141,863		Total securities available-for-sale	—		141,863		—		141,863
Total assets measured at fair value on a recurring basis	Total assets measured at fair value on a recurring basis	$	—	$	141,863	$	—	$	141,863	Total assets measured at fair value on a recurring basis	$	—	$	141,863	$	—	$	141,863
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	$	—	$	—	$	—	$	—

1617

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
March 31, 2023
September 30, 2023										September 30, 2023
Loans individually evaluated:	Loans individually evaluated:									Loans individually evaluated:
Business property	Business property	$	—	$	—	$	50	$	50	Business property	$	—	$	—	$	120	$	120

Total loans individually evaluated	Total loans individually evaluated	—		—		50		50		Total loans individually evaluated	—		—		120		120

Total assets measured at fair value on a non-recurring basis	Total assets measured at fair value on a non-recurring basis	$	—	$	—	$	50	$	50	Total assets measured at fair value on a non-recurring basis	$	—	$	—	$	120	$	120
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, 2022	December 31, 2022									December 31, 2022
Impaired loans:	Impaired loans:									Impaired loans:

Commercial lines of credit (1)	Commercial lines of credit (1)	$	—	$	—	$	4,000	$	4,000	Commercial lines of credit (1)	$	—	$	—	$	4,000	$	4,000

Total impaired loans	Total impaired loans	—		—		4,000		4,000		Total impaired loans	—		—		4,000		4,000
Total assets measured at fair value on a non-recurring basis	Total assets measured at fair value on a non-recurring basis	$	—	$	—	$	4,000	$	4,000	Total assets measured at fair value on a non-recurring basis	$	—	$	—	$	4,000	$	4,000
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	$	—	$	—	$	—	$	—

(1) Included in loans held-for-sale

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 date indicated:

($ in thousands)

Fair Value

Valuation Technique(s)

Unobservable Input(s)

Range (Weighted-Average)

~~March 31,~~September 30, 2023

Loans individually evaluated:

Business property

50120

Fair value of collateral

December 31, 2022

Impaired loans:

Commercial lines of credit (1)

4,000

Pending Sales Agreement

(1) Included in loans held-for-sale.

The following table presents gains or losses, including charge-offs, recoveries, and specific reserves recorded, for assets measured at fair value for the periods indicated:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	($ in thousands)	2023		2022			($ in thousands)	2023		2022		2023		2022
Loans individually evaluated:	Loans individually evaluated:						Loans individually evaluated:

Business property	Business property	$	(29)	$	—		Business property	$	(15)	$	—	$	(47)	$	—
Commercial and industrial	Commercial and industrial	1,074		—			Commercial and industrial	—		—		1,074		—

Other real estate owned							Other real estate owned	—		152		—		152
Net gains recognized	Net gains recognized	$	1,045	$	—		Net gains recognized	$	(15)	$	152	$	1,027	$	152

1718

Fair Value of Financial Instruments

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									Carrying Value			Fair Value		Fair Value Measurements
($ in thousands)	($ in thousands)					Level 1			Level 2			Level 3	($ in thousands)					Level 1			Level 2		Level 3
March 31, 2023
September 30, 2023															September 30, 2023
Financial assets:	Financial assets:														Financial assets:
Interest-bearing deposits in other financial institutions	Interest-bearing deposits in other financial institutions	$	164,718	$	164,718		$	164,718		$	—		$	—	Interest-bearing deposits in other financial institutions	$	169,659		$	169,659	$	169,659	$	—	$	—
Securities available-for-sale	Securities available-for-sale	144,665		144,665			—			144,665			—		Securities available-for-sale	139,218			139,218		—		139,218		—
Loans held-for-sale	Loans held-for-sale	14,352		15,425			—			15,425			—		Loans held-for-sale	6,693			7,111		—		7,111		—
Net loans held-for-investment	Net loans held-for-investment	2,067,748		2,000,393			—			—			2,000,393		Net loans held-for-investment	2,142,006			2,057,783		—		—		2,057,783
Federal Home Loan Bank (“FHLB”) and other restricted stock	Federal Home Loan Bank (“FHLB”) and other restricted stock	10,183		N/A			N/A			N/A			N/A		Federal Home Loan Bank (“FHLB”) and other restricted stock	12,716			N/A		N/A		N/A		N/A
Accrued interest receivable	Accrued interest receivable	7,998		7,998			269			436			7,293		Accrued interest receivable	8,731			8,731		318		462		7,951
Financial liabilities:	Financial liabilities:														Financial liabilities:
Deposits	Deposits	$	2,141,689	$	2,139,042		$	—		$	—		$	2,139,042	Deposits	$	2,192,129		$	2,191,128	$	—	$	—	$	2,191,128

Accrued interest payable	Accrued interest payable	7,327		7,327			—			—			7,327		Accrued interest payable	18,797			18,797		—		—		18,797
December 31, 2022	December 31, 2022														December 31, 2022
Financial assets:	Financial assets:														Financial assets:
Interest-bearing deposits in other financial institutions	Interest-bearing deposits in other financial institutions	$	123,829	$	123,829		$	123,829		$	—		$	—	Interest-bearing deposits in other financial institutions	$	123,829		$	123,829	$	123,829	$	—	$	—
Securities available-for-sale	Securities available-for-sale	141,863		141,863			—			141,863			—		Securities available-for-sale	141,863			141,863		—		141,863		—
Loans held-for-sale	Loans held-for-sale	22,811		23,992			—			23,992			—		Loans held-for-sale	22,811			23,992		—		23,992		—
Net loans held-for-investment	Net loans held-for-investment	2,021,121		1,970,235			—			—			1,970,235		Net loans held-for-investment	2,021,121			1,970,235		—		—		1,970,235
FHLB and other restricted stock	FHLB and other restricted stock	10,183		N/A			N/A			N/A			N/A		FHLB and other restricted stock	10,183			N/A		N/A		N/A		N/A
Accrued interest receivable	Accrued interest receivable	7,472		7,472			49			475			6,948		Accrued interest receivable	7,472			7,472		49		475		6,948
Financial liabilities:	Financial liabilities:														Financial liabilities:
Deposits	Deposits	$	2,045,983	$	2,041,667		$	—		$	—		$	2,041,667	Deposits	$	2,045,983		$	2,041,667	$	—	$	—	$	2,041,667
FHLB advances	FHLB advances	20,000		20,001			—			20,001			—		FHLB advances	20,000			20,001		—		20,001		—
Accrued interest payable	Accrued interest payable	3,159		3,159			—			5			3,154		Accrued interest payable	3,159			3,159		—		5		3,154

1819

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
March 31, 2023
September 30, 2023										September 30, 2023
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	$	111,737	$	72	$	(10,966)	$	100,843	Residential mortgage-backed securities	$	115,837	$	—	$	(15,566)	$	100,271
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	27,863		138		(1,346)		26,655		Residential collateralized mortgage obligations	26,303		—		(2,107)		24,196
SBA loan pool securities	SBA loan pool securities	8,891		4		(357)		8,538		SBA loan pool securities	8,027		3		(452)		7,578
Municipal bonds	Municipal bonds	4,261		15		(6)		4,270		Municipal bonds	3,305		1		(230)		3,076
Corporate bonds	Corporate bonds	5,000		—		(641)		4,359		Corporate bonds	5,000		—		(903)		4,097
Total securities available-for-sale	Total securities available-for-sale	$	157,752	$	229	$	(13,316)	$	144,665	Total securities available-for-sale	$	158,472	$	4	$	(19,258)	$	139,218
December 31, 2022	December 31, 2022									December 31, 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	$	109,497	$	1	$	(12,598)	$	96,900	Residential mortgage-backed securities	$	109,497	$	1	$	(12,598)	$	96,900
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	28,515		107		(1,666)		26,956		Residential collateralized mortgage obligations	28,515		107		(1,666)		26,956
SBA loan pool securities	SBA loan pool securities	9,704		8		(414)		9,298		SBA loan pool securities	9,704		8		(414)		9,298
Municipal bonds	Municipal bonds	4,262		2		(78)		4,186		Municipal bonds	4,262		2		(78)		4,186
Corporate bonds	Corporate bonds	5,000		—		(477)		4,523		Corporate bonds	5,000		—		(477)		4,523
Total securities available-for-sale	Total securities available-for-sale	$	156,978	$	118	$	(15,233)	$	141,863	Total securities available-for-sale	$	156,978	$	118	$	(15,233)	$	141,863

As of ~~March 31,~~September 30, 2023 and December 31, 2022, pledged securities were ~~$67.3~~$70.0 million and $69.0 million, respectively. These securities were pledged for the State Deposit from the California State Treasurer.

The Company elected to exclude accrued interest receivable from the amortized cost of its securities available-for-sale. Accrued interest receivable on securities available-for-sale totaled ~~$436~~$462 thousand and $475 thousand at ~~March 31,~~September 30, 2023 and December 31, 2022, respectively.

As of ~~March 31,~~September 30, 2023 and December 31, 2022, there were no holdings of securities available-for-sale of any one issuer, other than the U.S. government agency and U.S. government sponsored enterprise, in an amount greater than 10% of shareholder’s equity.

The following table presents the amortized cost and fair value of the securities available-for-sale by contractual maturity as of 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.


		March 31, 2023					September 30, 2023
($ in thousands)	($ in thousands)	Amortized Cost		Fair Value		($ in thousands)	Amortized Cost		Fair Value
Within one year	Within one year	$	958	$	956	Within one year	$	865	$	861
One to five years	One to five years	868		868		One to five years	81		76
Five to ten years	Five to ten years	5,081		4,440		Five to ten years	5,725		4,761
Greater than ten years	Greater than ten years	2,354		2,365		Greater than ten years	1,634		1,475
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	148,491		136,036		Residential mortgage-backed securities, residential collateralized mortgage obligations and SBA loan pool securities	150,167		132,045
Total	Total	$	157,752	$	144,665	Total	$	158,472	$	139,218

The Company had no proceeds from sales and calls of securities available-for-sale for the three and nine months ended ~~March 31, 2023 or 2022.~~

September 30, 2023. For the three and nine months ended September 30, 2022, the Company had proceeds of $1.0 million from calls of securities available-for-sale.

1920

The following table summarizes the investment securities with unrealized losses by security type and length of time in a continuous unrealized loss position for which an ACL has not been recorded 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
March 31, 2023
September 30, 2023																	September 30, 2023
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	$	25,053	$	(764)	17	$	66,963	$	(10,202)	99	$	92,016	$	(10,966)	116	Residential mortgage-backed securities	$	25,453	$	(859)	16	$	74,818	$	(14,707)	110	$	100,271	$	(15,566)	126
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	2,211		(43)		4	13,646		(1,303)		33	15,857		(1,346)		37	Residential collateralized mortgage obligations	11,300		(226)		7	12,896		(1,881)		35	24,196		(2,107)		42
SBA loan pool securities	SBA loan pool securities	3,622		(15)		3	4,024		(342)		11	7,646		(357)		14	SBA loan pool securities	1,505		(2)		2	5,228		(450)		12	6,733		(452)		14
Municipal bonds	Municipal bonds	1,729		(6)		6	—		—		—	1,729		(6)		6	Municipal bonds	2,215		(225)		7	361		(5)		1	2,576		(230)		8
Corporate bonds	Corporate bonds	—		—		—	4,359		(641)		1	4,359		(641)		1	Corporate bonds	—		—		—	4,097		(903)		1	4,097		(903)		1
Total securities available-for-sale	Total securities available-for-sale	$	32,615	$	(828)	30	$	88,992	$	(12,488)	144	$	121,607	$	(13,316)	174	Total securities available-for-sale	$	40,473	$	(1,312)	32	$	97,400	$	(17,946)	159	$	137,873	$	(19,258)	191
December 31, 2022	December 31, 2022																December 31, 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	$	55,171	$	(3,721)	83	$	41,697	$	(8,877)	36	$	96,868	$	(12,598)	119	Residential mortgage-backed securities	$	55,171	$	(3,721)	83	$	41,697	$	(8,877)	36	$	96,868	$	(12,598)	119
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	12,600		(1,191)		29	2,262		(475)		7	14,862		(1,666)		36	Residential collateralized mortgage obligations	12,600		(1,191)		29	2,262		(475)		7	14,862		(1,666)		36
SBA loan pool securities	SBA loan pool securities	7,161		(325)		12	821		(89)		2	7,982		(414)		14	SBA loan pool securities	7,161		(325)		12	821		(89)		2	7,982		(414)		14
Municipal bonds	Municipal bonds	3,314		(78)		11	—		—		—	3,314		(78)		11	Municipal bonds	3,314		(78)		11	—		—		—	3,314		(78)		11
Corporate bonds	Corporate bonds	4,523		(477)		1	—		—		—	4,523		(477)		1	Corporate bonds	4,523		(477)		1	—		—		—	4,523		(477)		1
Total securities available-for-sale	Total securities available-for-sale	$	82,769	$	(5,792)	136	$	44,780	$	(9,441)	45	$	127,549	$	(15,233)	181	Total securities available-for-sale	$	82,769	$	(5,792)	136	$	44,780	$	(9,441)	45	$	127,549	$	(15,233)	181

As of ~~March 31,~~September 30, 2023, ~~94.1%~~94.8%, at amortized cost basis, of the Company's securities available-for-sale were issued by U.S. government agency and U.S. government sponsored enterprise. Because the decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell these securities before their anticipated recovery, the Company determined that these securities with unrealized losses did not warrant an ACL.

Municipal and corporate bonds 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 ~~March 31,~~September 30, 2023. 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 therefore determined that the investment securities with unrealized losses did not warrant an ACL as of ~~March 31,~~September 30, 2023.

As of ~~March 31,~~September 30, 2023, the Company recorded no ACL on securities available-for-sale.

2021

Note 4 - Loans and Allowance for Credit Losses on Loans

On January 1, 2023, the Company adopted ASU 2016-13 using the modified retrospective method through a cumulative-effect adjustment to retained earnings. Balance sheet information and results for reporting periods beginning with January 1, 2023 are presented under ASC 326, while prior period comparisons continue to be presented under legacy ASC 450 and ASC 310.

Loans Held-For-Investment

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


($ in thousands)	($ in thousands)	March 31, 2023		January 1, 2023		($ in thousands)	September 30, 2023		January 1, 2023
Commercial real estate:	Commercial real estate:					Commercial real estate:
Commercial property	Commercial property	$	780,282	$	772,020	Commercial property	$	814,547	$	772,020
Business property	Business property	521,965		526,513		Business property	537,351		526,513
Multifamily	Multifamily	127,012		124,751		Multifamily	132,558		124,751
Construction	Construction	15,930		17,054		Construction	19,246		17,054
Total commercial real estate	Total commercial real estate	1,445,189		1,440,338		Total commercial real estate	1,503,702		1,440,338
Commercial and industrial	Commercial and industrial	267,674		249,250		Commercial and industrial	279,608		249,250
Consumer:	Consumer:					Consumer:
Residential mortgage	Residential mortgage	356,967		333,726		Residential mortgage	363,369		333,726
Other consumer	Other consumer	22,612		22,749		Other consumer	20,926		22,749
Total consumer	Total consumer	379,579		356,475		Total consumer	384,295		356,475
Loans held-for-investment	Loans held-for-investment	2,092,442		2,046,063		Loans held-for-investment	2,167,605		2,046,063
Allowance for credit losses on loans	Allowance for credit losses on loans	(24,694)		(26,009)		Allowance for credit losses on loans	(25,599)		(26,009)
Net loans held-for-investment	Net loans held-for-investment	$	2,067,748	$	2,020,054	Net loans held-for-investment	$	2,142,006	$	2,020,054

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 ~~March 31,~~September 30, 2023, the Company had ~~$112~~$111 thousand of such loans outstanding.

Allowance for Credit Losses on Loans

The following table presents a composition of provision (reversal) for credit losses for the periods indicated:

~~($ in thousands)~~

~~Three Months Ended March 31, 2023~~

~~Reversal for credit losses on loans~~

~~(2,417)~~

~~Provision (reversal) for credit losses on off-balance sheet credit exposures~~ ~~(1)~~

~~(361)~~

~~Total reversal for credit losses~~

~~(2,778)~~



($ in thousands)	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Provision (reversal) for credit losses on loans	$	822	$	(1,438)
Reversal for credit losses on off-balance sheet credit exposures	(71)		(392)
Total provision (reversal) for credit losses	$	751	$	(1,830)

(1) Provision for credit losses on off-balance sheet credit exposures for the three months ended March 31, 2022 was recorded in Other Expense on the Consolidated Statements of Income (Unaudited).

2122

The following ~~tables present~~table presents the activities in ACL on loans for the ~~period~~periods indicated:


($ in thousands)	($ in thousands)	Commercial Property		Business Property		Multifamily		Construction		Commercial and Industrial		Residential Mortgage		Other Consumer		Total		($ in thousands)	Commercial Property		Business Property		Multifamily		Construction		Commercial and Industrial		Residential Mortgage		Other Consumer		Total
Balance at July 1, 2023																		Balance at July 1, 2023	$	9,601	$	6,077	$	1,259	$	125	$	6,513	$	1,216	$	76	$	24,867
Charge-offs																		Charge-offs	—		—		—		—		(45)		—		(67)		(112)
Recoveries																		Recoveries	—		2		—		—		8		—		12		22
Provision (reversal) for credit losses on loans																		Provision (reversal) for credit losses on loans	1,747		(1,922)		554		(30)		(468)		877		64		822
Balance at September 30, 2023																		Balance at September 30, 2023	$	11,348	$	4,157	$	1,813	$	95	$	6,008	$	2,093	$	85	$	25,599

Balance at January 1, 2023	Balance at January 1, 2023	$	8,502	$	5,749	$	1,134	$	151	$	5,502	$	3,691	$	213	$	24,942	Balance at January 1, 2023	$	8,502	$	5,749	$	1,134	$	151	$	5,502	$	3,691	$	213	$	24,942
Impact of ASC 326 adoption	Impact of ASC 326 adoption	(1,762)		896		256		—		4,344		(2,534)		(133)		1,067		Impact of ASC 326 adoption	(1,762)		896		256		—		4,344		(2,534)		(133)		1,067
Charge-offs	Charge-offs	—		—		—		—		—		—		—		—		Charge-offs	—		(4)		—		—		(45)		—		(70)		(119)
Recoveries	Recoveries	—		5		—		—		1,085		—		12		1,102		Recoveries	—		8		—		—		1,100		—		39		1,147
Provision (reversal) for credit losses on loans	Provision (reversal) for credit losses on loans	1,736		(581)		(9)		5		(3,617)		57		(8)		(2,417)		Provision (reversal) for credit losses on loans	4,608		(2,492)		423		(56)		(4,893)		936		36		(1,438)
Balance at March 31, 2023		$	8,476	$	6,069	$	1,381	$	156	$	7,314	$	1,214	$	84	$	24,694
Balance at September 30, 2023																		Balance at September 30, 2023	$	11,348	$	4,157	$	1,813	$	95	$	6,008	$	2,093	$	85	$	25,599

The ~~decrease~~increase in overall ACL for the three months ended September 30, 2023 was primarily due to an increase in loans held-for-investment and the ~~decrease~~update of prepayment and principal curtailment rate assumptions applied in determining the maximum threshold for qualitative adjustment factors that resulted in increases in the high watermarks for each loan segment’s qualitative adjustment factors, partially offset by decreases in quantitative reserves from ~~net recoveries~~improvements in the economic forecasts and ~~credit quality improvements during~~update of the ~~three months ended March 31, 2023; however, quantitatively measured ACL increased primarily due to~~historical losses of peer groups. The Company updates prepayment and principal curtailment rates on semiannual basis and the ~~recent FOMC projections~~historical losses of ~~national unemployment rate and GDP growth rate published in March 2023.~~peer groups, including the maximum loss scenario used for qualitative factor adjustments, on annual basis.

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.

2223

The following table summarize the Company’s loans held-for-investment by loan segment, internal risk ratings and vintage year as of ~~March 31,2023~~September 30, 2023 and gross write offs for the ~~three~~nine months ended ~~March 31,~~September 30, 2023. The vintage year is the year of origination, renewal or major modification. Revolving loans that are converted to term loans presented in the table below are excluded from term loans by vintage year columns.

Term Loans by Origination Year Revolving Loans Revolving Loans Converted to Term
($ in thousands) 2023 2022 2021 2020 2019 Prior Total
March 31, 2023
Commercial Real Estate:
Commercial property
Pass $ 31,346 $ 278,467 $ 164,887 $ 87,488 $ 82,571 $ 129,233 $ 934 $ — $ 774,926
Special mention — — 493 — — 2,996 — — 3,489
Substandard — — — — 316 1,551 — — 1,867
Doubtful — — — — — — — — —
Total $ 31,346 $ 278,467 $ 165,380 $ 87,488 $ 82,887 $ 133,780 $ 934 $ — $ 780,282
Current period gross write offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Business property
Pass $ 18,532 $ 109,693 $ 182,537 $ 52,538 $ 73,046 $ 75,492 $ 2,555 $ 4,411 $ 518,804
Special mention — — — — — — — — —
Substandard — — 192 — 2,337 632 — — 3,161
Doubtful — — — — — — — — —
Total $ 18,532 $ 109,693 $ 182,729 $ 52,538 $ 75,383 $ 76,124 $ 2,555 $ 4,411 $ 521,965
Current period gross write offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Multifamily
Pass $ 2,968 $ 41,146 $ 43,971 $ 26,996 $ 2,457 $ 9,474 $ — $ — $ 127,012
Special mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Total $ 2,968 $ 41,146 $ 43,971 $ 26,996 $ 2,457 $ 9,474 $ — $ — $ 127,012
Current period gross write offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Construction
Pass $ — $ 6,259 $ — $ 6,503 $ 3,168 $ — $ — $ — $ 15,930
Special mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Total $ — $ 6,259 $ — $ 6,503 $ 3,168 $ — $ — $ — $ 15,930
Current period gross write offs $ — $ — $ — $ — $ — $ — $ — $ — $ —


		Term Loans by Origination Year												Revolving Loans		Revolving Loans Converted to Term							Term Loans by Origination Year																	Revolving Loans			Revolving Loans Converted to Term
($ in thousands)	($ in thousands)	2023		2022		2021		2020		2019		Prior						Total	($ in thousands)			2023			2022			2021			2020			2019			Prior					Total
March 31, 2023 (Continued)
Commercial and Industrial
September 30, 2023																					September 30, 2023
Commercial Real Estate:																					Commercial Real Estate:
Commercial property																					Commercial property
Pass	Pass	$	19,570	$	34,078	$	14,410	$	7,984	$	8,565	$	18,020	$	156,369	$	5,653		$	264,649	Pass		$	95,320		$	271,938		$	157,359		$	85,631		$	70,950		$	116,624	$	10,731		$	—	$	808,553
Special mention	Special mention	—		—		—		380		399		259		1,000		—			2,038		Special mention		—			—			486			—			—			2,966		—			—		3,452
Substandard	Substandard	—		—		—		—		87		900		—		—			987		Substandard		—			—			—			—			313			2,229		—			—		2,542
Doubtful	Doubtful	—		—		—		—		—		—		—		—			—		Doubtful		—			—			—			—			—			—		—			—		—
Total	Total	$	19,570	$	34,078	$	14,410	$	8,364	$	9,051	$	19,179	$	157,369	$	5,653		$	267,674	Total		$	95,320		$	271,938		$	157,845		$	85,631		$	71,263		$	121,819	$	10,731		$	—	$	814,547
Current period gross write offs	Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—	Current period gross write offs		$	—		$	—		$	—		$	—		$	—		$	—	$	—		$	—	$	—
Consumer
Residential mortgage
Business property																					Business property
Pass	Pass	$	30,268	$	171,982	$	80,512	$	11,931	$	11,520	$	50,754	$	—	$	—		$	356,967	Pass		$	56,612		$	109,820		$	171,944		$	51,462		$	70,621		$	66,757	$	2,559		$	4,355	$	534,130
Special mention	Special mention	—		—		—		—		—		—		—		—			—		Special mention		—			—			—			—			—			—		—			—		—
Substandard	Substandard	—		—		—		—		—		—		—		—			—		Substandard		—			—			193			—			2,321			707		—			—		3,221
Doubtful	Doubtful	—		—		—		—		—		—		—		—			—		Doubtful		—			—			—			—			—			—		—			—		—
Total	Total	$	30,268	$	171,982	$	80,512	$	11,931	$	11,520	$	50,754	$	—	$	—		$	356,967	Total		$	56,612		$	109,820		$	172,137		$	51,462		$	72,942		$	67,464	$	2,559		$	4,355	$	537,351
Current period gross write offs	Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—	Current period gross write offs		$	—		$	—		$	—		$	—		$	—		$	4	$	—		$	—	$	4
Other consumer
Multifamily																					Multifamily
Pass	Pass	$	2,497	$	10,058	$	4,716	$	2,444	$	1,244	$	176	$	1,432	$	—		$	22,567	Pass		$	12,908		$	40,797		$	43,456		$	26,651		$	2,432		$	6,314	$	—		$	—	$	132,558
Special mention	Special mention	—		—		—		—		—		—		—		—			—		Special mention		—			—			—			—			—			—		—			—		—
Substandard	Substandard	—		33		—		10		2		—		—		—			45		Substandard		—			—			—			—			—			—		—			—		—
Doubtful	Doubtful	—		—		—		—		—		—		—		—			—		Doubtful		—			—			—			—			—			—		—			—		—
Total	Total	$	2,497	$	10,091	$	4,716	$	2,454	$	1,246	$	176	$	1,432	$	—		$	22,612	Total		$	12,908		$	40,797		$	43,456		$	26,651		$	2,432		$	6,314	$	—		$	—	$	132,558
Current period gross write offs	Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—	Current period gross write offs		$	—		$	—		$	—		$	—		$	—		$	—	$	—		$	—	$	—
Total loans held-for-investment
Construction																					Construction
Pass	Pass	$	105,181	$	651,683	$	491,033	$	195,884	$	182,571	$	283,149	$	161,290	$	10,064		$	2,080,855	Pass		$	1,279		$	8,614		$	—		$	6,503		$	2,850		$	—	$	—		$	—	$	19,246
Special mention	Special mention	—		—		493		380		399		3,255		1,000		—			5,527		Special mention		—			—			—			—			—			—		—			—		—
Substandard	Substandard	—		33		192		10		2,742		3,083		—		—			6,060		Substandard		—			—			—			—			—			—		—			—		—
Doubtful	Doubtful	—		—		—		—		—		—		—		—			—		Doubtful		—			—			—			—			—			—		—			—		—
Total	Total	$	105,181	$	651,716	$	491,718	$	196,274	$	185,712	$	289,487	$	162,290	$	10,064		$	2,092,442	Total		$	1,279		$	8,614		$	—		$	6,503		$	2,850		$	—	$	—		$	—	$	19,246
Current period gross write offs	Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—	Current period gross write offs		$	—		$	—		$	—		$	—		$	—		$	—	$	—		$	—	$	—


	Term Loans by Origination Year												Revolving Loans		Revolving Loans Converted to Term
($ in thousands)	2023		2022		2021		2020		2019		Prior						Total
September 30, 2023 (Continued)
Commercial and Industrial
Pass	$	37,031	$	29,884	$	12,732	$	4,703	$	6,755	$	11,049	$	171,713	$	2,941	$	276,808
Special mention	—		—		—		380		343		106		1,000		—		1,829
Substandard	—		—		—		—		151		820		—		—		971
Doubtful	—		—		—		—		—		—		—		—		—
Total	$	37,031	$	29,884	$	12,732	$	5,083	$	7,249	$	11,975	$	172,713	$	2,941	$	279,608
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	45	$	—	$	—	$	45
Consumer
Residential mortgage
Pass	$	48,201	$	166,279	$	79,297	$	11,740	$	10,948	$	46,904	$	—	$	—	$	363,369
Special mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—		—		—
Total	$	48,201	$	166,279	$	79,297	$	11,740	$	10,948	$	46,904	$	—	$	—	$	363,369
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Other consumer
Pass	$	5,200	$	8,400	$	3,686	$	1,615	$	657	$	20	$	1,340	$	—	$	20,918
Special mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		—		8		—		—		—		—		8
Doubtful	—		—		—		—		—		—		—		—		—
Total	$	5,200	$	8,400	$	3,686	$	1,623	$	657	$	20	$	1,340	$	—	$	20,926
Current period gross write offs	$	—	$	58	$	—	$	12	$	—	$	—	$	—	$	—	$	70
Total loans held-for-investment
Pass	$	256,551	$	635,732	$	468,474	$	188,305	$	165,213	$	247,668	$	186,343	$	7,296	$	2,155,582
Special mention	—		—		486		380		343		3,072		1,000		—		5,281
Substandard	—		—		193		8		2,785		3,756		—		—		6,742
Doubtful	—		—		—		—		—		—		—		—		—
Total	$	256,551	$	635,732	$	469,153	$	188,693	$	168,341	$	254,496	$	187,343	$	7,296	$	2,167,605
Current period gross write offs	$	—	$	58	$	—	$	12	$	—	$	49	$	—	$	—	$	119

Nonaccrual Loans

The following table presents the loans on nonaccrual status by loan segments as of the date indicated:


($ in thousands)	($ in thousands)	Total Nonaccrual Loans		Nonaccrual Loans with ACL		ACL on Nonaccrual Loans		Collateral Dependent Nonaccrual Loans		ACL on Collateral Dependent Nonaccrual Loans		($ in thousands)	Total Nonaccrual Loans		Nonaccrual Loans with ACL		ACL on Nonaccrual Loans		Collateral Dependent Nonaccrual Loans		ACL on Collateral Dependent Nonaccrual Loans
March 31, 2023
September 30, 2023												September 30, 2023
Commercial real estate:	Commercial real estate:											Commercial real estate:

Commercial property												Commercial property	$	686	$	—	$	—	$	686	$	—
Business property	Business property	$	2,904	$	50	$	29	$	2,904	$	29	Business property	2,964		167		47		2,964		47

Total commercial real estate	Total commercial real estate	2,904		50		29		2,904		29		Total commercial real estate	3,650		167		47		3,650		47
Commercial and industrial	Commercial and industrial	11		—		—		11		—		Commercial and industrial	72		—		—		72		—
Consumer:	Consumer:											Consumer:

Other consumer	Other consumer	45		—		—		—		—		Other consumer	8		8		1		—		—
Total consumer	Total consumer	45		—		—		—		—		Total consumer	8		8		1		—		—
Total	Total	$	2,960	$	50	$	29	$	2,915	$	29	Total	$	3,730	$	175	$	48	$	3,722	$	47

There were no nonaccrual loans guaranteed by a U.S. government agency at ~~March 31,~~September 30, 2023.

Collateral Dependent Loans

Loans that have been classified as collateral dependent are loans where substantially all repayment of the loan is expected to come from the operation of or eventual liquidation of the collateral. Collateral dependent loans are evaluated individually for purposes of determining the ACL, which is determined based on the estimated fair value of the collateral. Estimates for costs to sell are included in the determination of the ACL when liquidation of the collateral is anticipated. In cases where the loan is well secured and the estimated value of the collateral exceeds the amortized cost of the loan, no ACL is recorded. The following table presents the collateral dependent loans by loan segments as of the date indicated:


($ in thousands)	($ in thousands)	Warehouse		School		Retail		Single Family Residential		Total		($ in thousands)	Hotel / Motel		Warehouse		Retail		Single Family Residential		Total
March 31, 2023
September 30, 2023												September 30, 2023
Commercial real estate:	Commercial real estate:											Commercial real estate:

Commercial property												Commercial property	$	686	$	—	$	—	$	—	$	686
Business property	Business property	$	2,337	$	517	$	50	$	—	$	2,904	Business property	—		2,205		759		—		2,964

Total commercial real estate	Total commercial real estate	2,337		517		50		—		2,904		Total commercial real estate	686		2,205		759		—		3,650
Commercial and industrial	Commercial and industrial	—		—		—		11		11		Commercial and industrial	14		—		—		58		72

Total	Total	$	2,337	$	517	$	50	$	11	$	2,915	Total	$	700	$	2,205	$	759	$	58	$	3,722

2526

Past Due Loans

The following table presents the aging of past due in accruing loans and nonaccrual loans by loan segments as of date indicated:


		Still Accruing								Nonaccrual											Still Accruing								Nonaccrual
($ in thousands)	($ in thousands)	30 to 59 Days Past Due		60 to 89 Days Past Due		90 or More Days Past Due		Total		30 to 59 Days Past Due		60 to 89 Days Past Due		90 or More Days Past Due		Total		Total Loans Past Due		($ in thousands)	30 to 59 Days Past Due		60 to 89 Days Past Due		90 or More Days Past Due		Total		30 to 59 Days Past Due		60 to 89 Days Past Due		90 or More Days Past Due		Total		Total Loans Past Due
March 31, 2023
September 30, 2023																				September 30, 2023
Commercial real estate:	Commercial real estate:																			Commercial real estate:
Commercial property	Commercial property	$	706	$	—	$	—	$	706	$	—	$	—	$	—	$	—	$	706	Commercial property	$	358	$	—	$	—	$	358	$	686	$	—	$	—	$	686	$	1,044
Business property	Business property	39		—		—		39		—		—		51		51		90		Business property	204		—		—		204		—		—		759		759		963

Total commercial real estate	Total commercial real estate	745		—		—		745		—		—		51		51		796		Total commercial real estate	562		—		—		562		686		—		759		1,445		2,007

Consumer:	Consumer:																			Consumer:

Other consumer	Other consumer	34		13		—		47		33		—		—		33		80		Other consumer	92		54		—		146		—		—		—		—		146
Total consumer	Total consumer	34		13		—		47		33		—		—		33		80		Total consumer	92		54		—		146		—		—		—		—		146
Total	Total	$	779	$	13	$	—	$	792	$	33	$	—	$	51	$	84	$	876	Total	$	654	$	54	$	—	$	708	$	686	$	—	$	759	$	1,445	$	2,153

2627

Loan Modification

Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, an other-than-insignificant payment delay, interest rate reduction or combination of at above mentioned modifications. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL.

~~The following table presents the~~There were no loans that were both experiencing financial difficulty and modified during the three and nine months ended ~~March 31, 2023 by loan segments and modification type.~~

($ in thousands) Interest Only Total Percentage to Each Loan Segment
Commercial and industrial $ 11 $ 11 0.1 %
Total $ 11 $ 11 0.1 %

The Company had no commitments to lend to the borrower included in the above table as of March 31, 2023. The loan was current status as of March 31, 2023 and had no payment default during the three months ended March 31,September 30, 2023.

Purchases, Sales, and Transfers

The Company had no loans that were transferred from loans held-for-investment to loans held-for-sale the three and nine months ended ~~March 31,~~September 30, 2023.

The Company had no loans that were transferred from loans held-for-sale to loans held-for investment during the three and nine months ended ~~March 31,~~September 30, 2023.

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



($ in thousands)	Three Months Ended ~~March 31,~~September 30, 2023		Nine Months Ended September 30, 2023








Consumer:
Residential mortgage	$	~~15,741~~—	$	15,741

Total consumer	~~15,741~~—				15,741
Total	$	~~15,741~~—	$	15,741

Loans Held-For-Sale

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

($ in thousands)

~~March 31,~~September 30, 2023

Commercial real estate:

~~Commercial property~~

~~3,494~~

Business property

~~9,425~~ $

5,355

Total commercial real estate

~~12,919~~5,355

Commercial and industrial

~~1,433~~1,338

Total

~~14,352~~6,693

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 ACL on loans.

2728

Prior to Adoption of ASC 326

Loans Held-For-Investment

The following table presents the composition of the Company’s loans held-for-investment by legacy loan segments as of the date indicated:



($ in thousands)	December 31, 2022
Real estate loans:
Commercial property	$	1,288,392
Residential property	333,726
SBA property	134,892
Construction	17,054
Total real estate loans	1,774,064
Commercial and industrial loans:
Commercial term	77,700
Commercial lines of credit	154,142
SBA commercial term	16,211
SBA PPP	1,197
Total commercial and industrial loans	249,250
Other consumer loans	22,749
Loans held-for-investment	2,046,063


Allowance for loan losses	(24,942)
Net loans held-for-investment	$	2,021,121

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 December 31, 2022, the Company had $113 thousand of such loans outstanding.

Allowance for Loan Losses

The following table presents the activities in allowance for loan losses by legacy loan segments for the ~~period~~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, 2022										Balance at July 1, 2022	$	16,591	$	4,275	$	205	$	21,071
Charge-offs										Charge-offs	—		(1,078)		(34)		(1,112)
Recoveries on loans previously charged off										Recoveries on loans previously charged off	—		21		28		49
Provision for loan losses										Provision for loan losses	1,758		1,966		29		3,753
Balance at September 30, 2022										Balance at September 30, 2022	$	18,349	$	5,184	$	228	$	23,761

Balance at January 1, 2022	Balance at January 1, 2022	$	16,797	$	5,310	$	274	$	22,381	Balance at January 1, 2022	$	16,797	$	5,310	$	274	$	22,381
Charge-offs	Charge-offs	—		—		(12)		(12)		Charge-offs	—		(1,095)		(76)		(1,171)
Recoveries on loans previously charged off	Recoveries on loans previously charged off	—		5		15		20		Recoveries on loans previously charged off	—		44		54		98
Reversal for loan losses		(195)		(959)		(37)		(1,191)
Balance at March 31, 2022		$	16,602	$	4,356	$	240	$	21,198
Provision (reversal) for loan losses										Provision (reversal) for loan losses	1,552		925		(24)		2,453
Balance at September 30, 2022										Balance at September 30, 2022	$	18,349	$	5,184	$	228	$	23,761

The following tables present the information on allowance for loan losses and recorded investments by legacy loan segments and impairment methodology as of the date indicated:


($ in thousands)	Real Estate		Commercial and Industrial		Consumer		Total
December 31, 2022
Allowance for loan losses:
Individually evaluated for impairment	$	—	$	—	$	—	$	—
Collectively evaluated for impairment	19,227		5,502		213		24,942
Total	$	19,227	$	5,502	$	213	$	24,942
Loans receivable:
Individually evaluated for impairment	$	3,889	$	—	$	—	$	3,889
Collectively evaluated for impairment	1,770,175		249,250		22,749		2,042,174
Total	$	1,774,064	$	249,250	$	22,749	$	2,046,063

Impaired Loans

The following table presents loans individually evaluated for impairment by legacy loan segments as of the date 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
($ in thousands)	Recorded Investment		Unpaid Principal Balance		Recorded Investment		Unpaid Principal Balance		Related Allowance
December 31, 2022
Real estate loans:
Commercial property	$	2,721	$	2,727	$	—	$	—	$	—
Residential property	372		372		—		—		—
SBA property	798		840		—		—		—







Total	$	3,891	$	3,939	$	—	$	—	$	—

The following table presents information on the recorded investment in impaired loans by legacy loan segments for the ~~period~~periods indicated:


		Three Months Ended March 31, 2022					Three Months Ended September 30, 2022				Nine Months Ended September 30, 2022
($ in thousands)	($ in thousands)	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	$	325	$	5	Commercial property	$	2,772	$	5	$	1,140	$	16
Residential property	Residential property	461		—		Residential property	225		—		381		—
SBA property	SBA property	979		3		SBA property	783		4		881		10

Commercial and industrial loans:	Commercial and industrial loans:					Commercial and industrial loans:
Commercial term		1		—

Commercial lines of credit						Commercial lines of credit	4,537		—		1,512		—
SBA commercial term	SBA commercial term	211		—		SBA commercial term	95		—		168		—

Total	Total	$	1,977	$	8	Total	$	8,412	$	9	$	4,082	$	26

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


~~($ in thousands)~~	~~Three Months Ended March 31, 2022~~
~~Interest income that would have been recognized had impaired loans performed in accordance with their original terms~~	$	26
~~Less: interest income recognized on impaired loans on a cash basis~~	~~(8)~~
~~Interest income foregone on impaired loans~~	$	18


($ in thousands)	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Interest income that would have been recognized had impaired loans performed in accordance with their original terms	$	109	$	159
Less: interest income recognized on impaired loans on a cash basis	(9)		(26)
Interest income foregone on impaired loans	$	100	$	133

2930

Credit Quality Indicators

The following table presents the risk categories for loans held-for-investment by legacy loan segments as of the date indicated:


($ in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
December 31, 2022
Real estate loans:
Commercial property	$	1,282,044	$	3,264	$	3,084	$	—	$	1,288,392
Residential property	333,354		—		372		—		333,726
SBA property	132,910		245		1,737		—		134,892
Construction	17,054		—		—		—		17,054
Commercial and industrial loans:
Commercial term	75,473		1,248		979		—		77,700
Commercial lines of credit	152,042		2,100		—		—		154,142
SBA commercial term	16,175		—		36		—		16,211
SBA PPP	1,197		—		—		—		1,197
Other consumer loans	22,746		—		3		—		22,749
Total	$	2,032,995	$	6,857	$	6,211	$	—	$	2,046,063

Past Due and Nonaccrual Loans

The following table presents the aging of past due recorded investment in accruing loans and nonaccrual loans by legacy loan segments as of the date indicated:


	Still Accruing
($ 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
December 31, 2022
Real estate loans:
Commercial property	$	—	$	—	$	—	$	2,400	$	2,400
Residential property	—		—		—		372		372
SBA property	—		—		—		585		585






Other consumer loans	47		87		—		3		137
Total	$	47	$	87	$	—	$	3,360	$	3,494

Still Accruing
($ 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
December 31, 2022
Real estate loans:
Commercial property $ — $ — $ — $ 2,400 $ 2,400
Residential property — — — 372 372
SBA property — — — 585 585
Other consumer loans 47 87 — 3 137
Total $ 47 $ 87 $ — $ 3,360 $ 3,494

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:


($ in thousands)	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Real estate loans:
Residential property	$	458	$	458
Total	$	458	$	458

The Company had no loans that were transferred ~~between~~from loans held-for-sale to loans held-for investment ~~and loans held-for-sale,~~ and no purchases of loans held-for-investment during the three and nine months ended ~~March 31,~~September 30, 2022.

Loans Held-For-Sale

The following table presents a composition of loans held-for-sale by legacy loan segments as of the date indicated:


($ in thousands)	December 31, 2022
Real estate loans:


SBA property	$	16,473

Commercial and industrial loans:

Commercial lines of credit	4,000
SBA commercial term	2,338


Total	$	22,811

3032

Note 5 - Servicing Assets

The Company sells SBA and certain residential mortgage loans with servicing retained. SBA loans are included in commercial real estate loans (“CRE SBA”) and commercial and industrial loans (“C&I SBA”). The Company sold loans of ~~$27.1~~$17.7 million and ~~$39.7~~$27.3 million, respectively, with the servicing rights retained and recognized a net gain on sale of ~~$1.3 million~~$689 thousand and ~~$3.8~~$1.4 million, respectively, during the three months ended ~~March 31,~~September 30, 2023 and 2022. During the nine months ended September 30, 2023 and 2022, the Company sold loans of $61.6 million and $105.4 million, respectively, with the servicing retained and recognized a net gain on sale of $2.8 million and $7.2 million, respectively. Loan servicing income was ~~$860~~$851 thousand and ~~$700~~$780 thousand for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively, and $2.6 million and $2.2 million for the nine months ended September 30, 2023 and 2022, respectively.

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


		March 31, 2023											December 31, 2022												September 30, 2023											December 31, 2022
($ in thousands)	($ in thousands)	Residential Mortgage			CRE SBA			C&I SBA			Total		Residential Mortgage			CRE SBA			C&I SBA			Total		($ in thousands)	Residential Mortgage			CRE SBA			C&I SBA			Total		Residential Mortgage			CRE SBA			C&I SBA			Total
Carrying amount	Carrying amount	$	57		$	6,842		$	446		$	7,345	$	64		$	6,831		$	452		$	7,347	Carrying amount	$	51		$	6,434		$	435		$	6,920	$	64		$	6,831		$	452		$	7,347
Fair value	Fair value	$	112		$	9,143		$	635		$	9,890	$	118		$	9,090		$	620		$	9,828	Fair value	$	100		$	8,575		$	631		$	9,306	$	118		$	9,090		$	620		$	9,828
Discount rate	Discount rate	9.93		%	12.30		%	15.46		%			7.73		%	11.47		%	12.55		%			Discount rate	9.93		%	12.30		%	15.46		%			7.73		%	11.47		%	12.55		%
Prepayment speed	Prepayment speed	14.50		%	14.67		%	15.58		%			17.10		%	14.82		%	18.93		%			Prepayment speed	15.15		%	16.12		%	15.26		%			17.10		%	14.82		%	18.93		%
Weighted-average remaining life	Weighted-average remaining life	20.6 years			21.3 years			6.8 years					20.8 years			21.4 years			6.7 years					Weighted-average remaining life	20.0 years			21.1 years			6.9 years					20.8 years			21.4 years			6.7 years
Underlying loans being serviced	Underlying loans being serviced	$	12,016		$	472,376		$	56,110		$	540,502	$	13,058		$	461,738		$	56,299		$	531,095	Underlying loans being serviced	$	10,942		$	469,727		$	55,755		$	536,424	$	13,058		$	461,738		$	56,299		$	531,095

The following ~~table~~tables present activity in servicing assets for the periods indicated:


		Three Months Ended March 31,																	Three Months Ended September 30,
		2023								2022									2023								2022
($ in thousands)	($ in thousands)	Residential Mortgage		CRE SBA		C&I SBA		Total		Residential Mortgage		CRE SBA		C&I SBA		Total		($ in thousands)	Residential Mortgage		CRE SBA		C&I SBA		Total		Residential Mortgage		CRE SBA		C&I SBA		Total
Balance at beginning of period	Balance at beginning of period	$	64	$	6,831	$	452	$	7,347	$	86	$	6,701	$	482	$	7,269	Balance at beginning of period	$	55	$	6,655	$	432	$	7,142	$	72	$	7,193	$	451	$	7,716
Additions	Additions	—		376		45		421		—		745		50		795		Additions	—		199		50		249		—		370		64		434
Amortization	Amortization	(7)		(365)		(51)		(423)		(10)		(462)		(59)		(531)		Amortization	(4)		(420)		(47)		(471)		(6)		(457)		(60)		(523)
Impairment		—		—		—		—		—		—		—		—

Balance at end of period	Balance at end of period	$	57	$	6,842	$	446	$	7,345	$	76	$	6,984	$	473	$	7,533	Balance at end of period	$	51	$	6,434	$	435	$	6,920	$	66	$	7,106	$	455	$	7,627


	Nine Months Ended September 30,
	2023								2022
($ in thousands)	Residential Mortgage		CRE SBA		C&I SBA		Total		Residential Mortgage		CRE SBA		C&I SBA		Total
Balance at beginning of period	$	64	$	6,831	$	452	$	7,347	$	86	$	6,701	$	482	$	7,269
Additions	—		787		130		917		—		1,784		158		1,942
Amortization	(13)		(1,184)		(147)		(1,344)		(20)		(1,379)		(185)		(1,584)

Balance at end of period	$	51	$	6,434	$	435	$	6,920	$	66	$	7,106	$	455	$	7,627

3133

Note 6 - Operating Leases

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


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	($ in thousands)	2023		2022			($ in thousands)	2023		2022		2023		2022
Operating lease cost (1)	Operating lease cost (1)	$	743	$	665		Operating lease cost (1)	$	744	$	705	$	2,237	$	2,029
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	$	810	$	719		Operating cash flows from operating leases	$	809	$	755	$	2,440	$	2,182
Right of use assets obtained in exchange for lease obligations	Right of use assets obtained in exchange for lease obligations	$	195	$	335		Right of use assets obtained in exchange for lease obligations	$	1,134	$	1,043	$	1,360	$	2,007

(1) Included in Occupancy and Equipment on the Consolidated Statements of 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)	March 31, 2023			December 31, 2022			($ in thousands)	September 30, 2023			December 31, 2022
Operating leases:	Operating leases:							Operating leases:
Operating lease assets	Operating lease assets	$	5,854		$	6,358		Operating lease assets	$	5,626		$	6,358
Operating lease liabilities	Operating lease liabilities	$	6,238		$	6,809		Operating lease liabilities	$	5,852		$	6,809
Weighted-average remaining lease term	Weighted-average remaining lease term	4.3 years			4.3 years			Weighted-average remaining lease term	4.5 years			4.3 years
Weighted-average discount rate	Weighted-average discount rate	2.74		%	2.66		%	Weighted-average discount rate	3.12		%	2.66		%

The following table presents maturities of operating lease liabilities as of the date indicated:


($ in thousands)	($ in thousands)	March 31, 2023		($ in thousands)	September 30, 2023
Maturities:	Maturities:			Maturities:
2023	2023	$	1,982	2023	$	465
2024	2024	1,374		2024	1,684
2025	2025	1,233		2025	1,509
2026	2026	870		2026	1,088
2027	2027	422		2027	644
After 2027	After 2027	845		After 2027	996
Total lease payment	Total lease payment	6,726		Total lease payment	6,386
Imputed Interest	Imputed Interest	(488)		Imputed Interest	(534)
Present value of operating lease liabilities	Present value of operating lease liabilities	$	6,238	Present value of operating lease liabilities	$	5,852

Note 7 - Federal Home Loan Bank Advances and Other Borrowings

FHLB Advances

The Company had no outstanding FHLB advance of ~~March 31,~~September 30, 2023. At December 31, 2022, the Company had an overnight FHLB advance of $20.0 million with an interest rate of 4.65%. The Bank repaid the advance upon maturity.

At ~~March 31,~~September 30, 2023 and December 31, 2022, loans pledged to secure borrowings from the FHLB were ~~$1.20~~$1.02 billion and $1.16 billion, respectively. The Company’s investment in capital stock of the FHLB of San Francisco totaled ~~$10.0~~$12.5 million and $10.0 million at ~~March 31,~~September 30, 2023 and December 31, 2022, respectively. The Company had additional borrowing capacity of ~~$605.0~~$639.1 million and $561.7 million from the FHLB as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively.

Other Borrowing Arrangements

At ~~March 31,~~September 30, 2023, the Company had ~~$29.8~~$490.6 million of unused borrowing capacity from the Federal Reserve Discount Window, to which the Company pledged loans with a carrying value of ~~$37.2~~$632.2 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 ~~March 31,~~September 30, 2023.

Note 8 - Shareholders’ Equity

Series C, Senior Non-Cumulative Perpetual Preferred Stock

On May 24, 2022, the Company issued 69,141 shares of 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 from the U.S. Treasury under the Emergency Capital Investment Program (“ECIP”). The ECIP investment ~~is treated~~qualifies as tier 1 capital for purposes of the bank regulatory capital ~~treatment.~~requirements.

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.

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.

Stock ~~Repurchase~~Repurchases

On July 28, 2022, the Company’s Board of Directors approved a repurchase program authorizing ~~for~~ the repurchase of up to 5% of the Company’s outstanding common stock, ~~as of the date of the board meeting,~~ which represented 747,938 shares, through February 1, 2023. On January 26, 2023, the Company announced the amendment of the repurchase program, which extended the program expiration from February 1, 2023 to February 1, 2024. The Company completed the repurchase of all shares under this ~~repurchase~~ program during the three months ended March 31, 2023. The Company repurchased and retired 747,938 shares of common stock at a weighted-average price of $18.15 per share, totaling $13.6 million under this repurchase program.

On August 2, 2023, the Company’s Board of Directors approved a new repurchase program authorizing the repurchase of up to 5% of the Company’s outstanding common stock, which represented 720,000 shares, through August 2, 2024. The Company repurchased and retired 67,202 shares of common stock at a weighted-average price of $15.75 per share, totaling $1.1 million under this repurchase program through September 30, 2023.

Note 9 - Share-Based Compensation

On ~~July~~May 25, ~~2013,~~2023, the Company adopted the ~~2013~~2023 Equity Based ~~Stock~~ Compensation Plan (“~~2013 EBSC~~2023 EBC Plan”) approved by its shareholders to replace the ~~2003~~2013 Equity Based Stock ~~Option~~Compensation Plan. The ~~2013 EBSC~~2023 EBC Plan provides ~~1,114,446~~700,000 shares of common stock for equity based compensation awards including incentive and non-qualified stock options, and restricted stock awards. As of ~~March 31,~~September 30, 2023, there were ~~411,670~~696,700 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 March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	($ in thousands)	2023		2022			($ in thousands)	2023		2022		2023		2022
Share-based compensation expense related to:	Share-based compensation expense related to:						Share-based compensation expense related to:
Stock options	Stock options	$	36	$	47		Stock options	$	27	$	40	$	90	$	130
Restricted stock awards	Restricted stock awards	84		94			Restricted stock awards	86		95		256		288
Total share-based compensation expense	Total share-based compensation expense	$	120	$	141		Total share-based compensation expense	$	113	$	135	$	346	$	418
Related tax benefits	Related tax benefits	$	25	$	29		Related tax benefits	$	25	$	29	$	75	$	89

The following table presents unrecognized share-based compensation expense as of the date indicated:

~~March 31,~~September 30, 2023

($ in thousands)

Unrecognized Expense

Weighted-Average Remaining Expected Recognition Period

Unrecognized share-based compensation expense related to:

Stock options

~~281~~224

~~3.2~~2.9 years

Restricted stock awards

~~679~~559

~~2.8~~2.6 years

Total unrecognized share-based compensation expense

~~960~~783

~~2.9~~2.7 years

Stock Options

The following ~~table represents~~tables represent stock option activity for the periods indicated:


		Three Months Ended March 31, 2023							Three Months Ended September 30, 2023
($ 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	566,637	$	12.49	4.1 years	$	2,946	Outstanding at beginning of period	487,840	$	13.14	3.9 years	$	765

Exercised	Exercised	(57,777)	$	7.78	1.3 years			Exercised	(64,125)	$	10.33	1.0 years

Outstanding at end of period	Outstanding at end of period	508,860	$	13.03	4.1 years	$	745	Outstanding at end of period	423,715	$	13.57	3.9 years	$	798
Exercisable at end of period	Exercisable at end of period	420,860	$	11.84	3.3 years	$	1,115	Exercisable at end of period	345,715	$	12.32	3.1 years	$	1,082


	Nine Months Ended September 30, 2023
($ 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	566,637	$	12.49	4.1 years	$	2,946

Exercised	(142,922)	$	9.30	1.6 years

Outstanding at end of period	423,715	$	13.57	3.9 years	$	798
Exercisable at end of period	345,715	$	12.32	3.1 years	$	1,082

The following table represents information regarding unvested stock options for the periods indicated:


		Three Months Ended March 31, 2023			Three Months Ended September 30, 2023			Nine Months Ended September 30, 2023
		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	94,000	$	18.95		Outstanding at beginning of period	81,000	$	19.01	94,000	$	18.95

Vested	Vested	(6,000)	$	22.61		Vested	(3,000)	$	16.58	(16,000)	$	18.22

Outstanding at end of period	Outstanding at end of period	88,000	$	18.70		Outstanding at end of period	78,000	$	19.10	78,000	$	19.10

Restricted Stock Awards

The following table represents ~~RSA~~restricted stock award activity for the periods indicated:


		Three Months Ended March 31, 2023			Three Months Ended September 30, 2023			Nine Months Ended September 30, 2023
		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	62,022	$	16.59		Outstanding at beginning of period	45,761	$	17.53	62,022	$	16.59

Granted						Granted	3,300	$	15.80	3,300	$	15.80
Vested	Vested	(16,261)	$	13.93		Vested	(6,900)	$	16.76	(23,161)	$	14.77

Outstanding at end of period	Outstanding at end of period	45,761	$	17.53		Outstanding at end of period	42,161	$	17.52	42,161	$	17.52

Note 10 - Income Taxes

Income tax expense was ~~$4.2~~$3.0 million and ~~$4.2~~$2.8 million, respectively, and the effective tax rate was ~~28.8%~~29.7% and ~~28.9%~~28.7%, respectively, for the three months ended ~~March 31,~~September 30, 2023 and 2022. For the nine months ended September 30, 2023 and 2022, income tax expense was $10.2 million and $10.7 million, respectively, and the effective tax rate was 29.2% and 29.0%, respectively.

At ~~March 31,~~September 30, 2023 and December 31, 2022, 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 ~~March 31,~~September 30, 2023, the Company is no longer subject to examination by taxing authorities for tax years before ~~2019~~2020 for federal taxes and before ~~2018~~2019 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.

3437

Note 11 - Earnings Per Share

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


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands, except per share)	($ in thousands, except per share)	2023		2022			($ in thousands, except per share)	2023		2022		2023		2022
Basic earnings per share:	Basic earnings per share:						Basic earnings per share:
Net income	Net income	$	10,297	$	10,240		Net income	$	7,023	$	6,953	$	24,797	$	26,285
Less: income allocated to unvested restricted stock	Less: income allocated to unvested restricted stock	(33)		(48)			Less: income allocated to unvested restricted stock	(21)		(30)		(78)		(120)
Net income allocated to common stock	Net income allocated to common stock	$	10,264	$	10,192		Net income allocated to common stock	$	7,002	$	6,923	$	24,719	$	26,165
Weighted-average total common shares outstanding	Weighted-average total common shares outstanding	14,465,833		14,918,594			Weighted-average total common shares outstanding	14,337,341		14,943,027		14,372,908		14,938,160
Less: weighted-average unvested restricted stock	Less: weighted-average unvested restricted stock	(46,678)		(70,580)			Less: weighted-average unvested restricted stock	(42,539)		(65,148)		(44,978)		(68,163)
Weighted-average common shares outstanding, basic	Weighted-average common shares outstanding, basic	14,419,155		14,848,014			Weighted-average common shares outstanding, basic	14,294,802		14,877,879		14,327,930		14,869,997
Basic earnings per share	Basic earnings per share	$	0.71	$	0.69		Basic earnings per share	$	0.49	$	0.47	$	1.73	$	1.76
Diluted earnings per share:	Diluted earnings per share:						Diluted earnings per share:
Net income allocated to common stock	Net income allocated to common stock	$	10,264	$	10,192		Net income allocated to common stock	$	7,002	$	6,923	$	24,719	$	26,165
Weighted-average common shares outstanding, basic	Weighted-average common shares outstanding, basic	14,419,155		14,848,014			Weighted-average common shares outstanding, basic	14,294,802		14,877,879		14,327,930		14,869,997
Diluted effect of stock options	Diluted effect of stock options	155,774		293,679			Diluted effect of stock options	101,414		210,210		114,030		256,866
Weighted-average common shares outstanding, diluted	Weighted-average common shares outstanding, diluted	14,574,929		15,141,693			Weighted-average common shares outstanding, diluted	14,396,216		15,088,089		14,441,960		15,126,863
Diluted earnings per share	Diluted earnings per share	$	0.70	$	0.67		Diluted earnings per share	$	0.49	$	0.46	$	1.71	$	1.73

There were 93,700 and ~~60,000~~65,000 stock options excluded in computing diluted EPS because they were anti-dilutive for three months ended ~~March 31,~~September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, there were 93,700 and 65,000 stock options excluded in computing diluted EPS because they were anti-dilutive, respectively.

Note 12 - Off-Balance Sheet Credit Exposures, Commitments and Other 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.

The Company had the following outstanding financial commitments whose contractual amount represents credit risk as of the dates indicated:


		March 31, 2023				December 31, 2022					September 30, 2023				December 31, 2022
($ 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	$	2,142	$	277,223	$	3,117	$	251,178	Unused lines of credit	$	2,219	$	280,122	$	3,117	$	251,178
Unfunded loan commitments	Unfunded loan commitments	399		40,359		692		38,486		Unfunded loan commitments	762		49,595		692		38,486
Standby letters of credit	Standby letters of credit	3,018		1,901		2,989		1,901		Standby letters of credit	4,138		1,786		2,989		1,901
Commercial letters of credit	Commercial letters of credit	—		481		—		502		Commercial letters of credit	—		160		—		502
Total	Total	$	5,559	$	319,964	$	6,798	$	292,067	Total	$	7,119	$	331,663	$	6,798	$	292,067

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 applies an expected credit loss estimation methodology applied to each respective loan segment for determining the ACL ~~for~~on off-balance sheet credit exposures. The loss estimation process includes assumptions for utilization at default. These assumptions are based on the Company’s own historical internal loan data. As a part of adoption of ASC 326, the Company recorded an initial adjustment to the ACL on off-balance sheet credit exposures of $1.6 million. As of ~~March 31,~~September 30, 2023 and December 31, 2022, the Company maintained an ACL on off-balance sheet credit exposures of $1.5 million and $299 thousand in Accrued Interest Payable and Other Liabilities in the Consolidated Balance Sheets, respectively.

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.

3538

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.

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~~worked 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.

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.~~ During the year ended December 31, 2021, expenses associated with the data incident, all of which are included in Other Expense in Consolidated Statements of Income, totaled $100 thousand, which represents the retention amount on its insurance claims. During the year ended December 31, 2022, the Company incurred additional legal expenses of $220 thousand associated with the on-going legal matters related to the data incident, all of which are included in Professional Fees in Consolidated Statement of Income. There were no additional expenses for the three months ended ~~March 31,~~September 30, 2023, the Bank agreed to settle this matter in exchange for $700 thousand to the putative class members, including costs of settlement administration, and attorneys’ fees and costs. The Bank received preliminary court approval of the settlement and notice was provided to members of the proposed class during the three months ended September 30, 2023. The settlement remains subject to a final approval hearing, which has been scheduled in the Superior Court for February, 2024.

The Company ~~anticipates additional expenses~~expects that the full amount of the final settlement will be ~~incurred in future periods; however,~~covered under the ~~Company does have a cyber-liability~~Company’s applicable insurance ~~policy that should provide insurance coverage for this incident.~~policies.

3639

Note 13 - 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.~~ratios to avoid restrictions on dividends, stock repurchase, discretionary bonuses and other payments. Management believes as of ~~March 31,~~September 30, 2023 and December 31, 2022, the Bank met all capital adequacy requirements to which ~~they are~~it is subject to. ~~Based on changes to~~Under the Federal Reserve’s ~~definition of a~~ “Small Bank Holding Company” ~~that increased the threshold to $3 billion in assets in August 2018,~~policy, the Company is not currently subject to separate minimum capital ~~measurements.~~requirements. 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 ~~8.59%~~8.57% and ~~9.27%~~9.11%, respectively, as of ~~March 31,~~September 30, 2023, and 8.79% and 9.52%, respectively, as of December 31, 2022. 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
March 31, 2023
September 30, 2023														September 30, 2023
PCB Bancorp	PCB Bancorp													PCB Bancorp
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	$	276,325	13.09	%	$	94,993	4.5	%	N/A		N/A		Common tier 1 capital (to risk-weighted assets)	$	285,717	13.07	%	$	98,341	4.5	%	N/A		N/A
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	371,705		17.61	%	168,876		8.0	%	N/A		N/A		Total capital (to risk-weighted assets)	381,972		17.48	%	174,828		8.0	%	N/A		N/A
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	345,466		16.37	%	126,657		6.0	%	N/A		N/A		Tier 1 capital (to risk-weighted assets)	354,858		16.24	%	131,121		6.0	%	N/A		N/A
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	345,466		13.90	%	99,389		4.0	%	N/A		N/A		Tier 1 capital (to average assets)	354,858		13.76	%	103,153		4.0	%	N/A		N/A
PCB Bank	PCB Bank													PCB Bank
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	$	338,319	16.03	%	$	94,990	4.5	%	$	137,208	6.5	%	Common tier 1 capital (to risk-weighted assets)	$	346,705	15.87	%	$	98,338	4.5	%	$	142,043	6.5	%
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	364,559		17.27	%	168,871		8.0	%	211,089		10.0	%	Total capital (to risk-weighted assets)	373,819		17.11	%	174,822		8.0	%	218,528		10.0	%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	338,319		16.03	%	126,653		6.0	%	168,871		8.0	%	Tier 1 capital (to risk-weighted assets)	346,705		15.87	%	131,117		6.0	%	174,822		8.0	%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	338,319		13.62	%	99,387		4.0	%	124,233		5.0	%	Tier 1 capital (to average assets)	346,705		13.44	%	103,150		4.0	%	128,937		5.0	%
December 31, 2022	December 31, 2022													December 31, 2022
PCB Bancorp	PCB Bancorp													PCB Bancorp
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	$	276,360	13.29	%	$	93,554	4.5	%	N/A		N/A		Common tier 1 capital (to risk-weighted assets)	$	276,360	13.29	%	$	93,554	4.5	%	N/A		N/A
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	370,742		17.83	%	166,319		8.0	%	N/A		N/A		Total capital (to risk-weighted assets)	370,742		17.83	%	166,319		8.0	%	N/A		N/A
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	345,501		16.62	%	124,739		6.0	%	N/A		N/A		Tier 1 capital (to risk-weighted assets)	345,501		16.62	%	124,739		6.0	%	N/A		N/A
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	345,501		14.33	%	96,472		4.0	%	N/A		N/A		Tier 1 capital (to average assets)	345,501		14.33	%	96,472		4.0	%	N/A		N/A
PCB Bank	PCB Bank													PCB Bank
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	$	338,891	16.30	%	$	93,553	4.5	%	$	135,131	6.5	%	Common tier 1 capital (to risk-weighted assets)	$	338,891	16.30	%	$	93,553	4.5	%	$	135,131	6.5	%
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	364,132		17.52	%	166,316		8.0	%	207,895		10.0	%	Total capital (to risk-weighted assets)	364,132		17.52	%	166,316		8.0	%	207,895		10.0	%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	338,891		16.30	%	124,737		6.0	%	166,316		8.0	%	Tier 1 capital (to risk-weighted assets)	338,891		16.30	%	124,737		6.0	%	166,316		8.0	%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	338,891		14.05	%	96,469		4.0	%	120,586		5.0	%	Tier 1 capital (to average assets)	338,891		14.05	%	96,469		4.0	%	120,586		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.

3740

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 14 - 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 March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	($ in thousands)	2023		2022			($ in thousands)	2023		2022		2023		2022
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	$	26	$	21		Monthly service fees	$	27	$	24	$	79	$	67
Account analysis fees	Account analysis fees	225		215			Account analysis fees	239		243		699		690
Non-sufficient funds charges	Non-sufficient funds charges	72		47			Non-sufficient funds charges	81		53		241		157
Other deposit related fees	Other deposit related fees	21		20			Other deposit related fees	24		21		65		60
Total service charges and fees on deposits	Total service charges and fees on deposits	344		303			Total service charges and fees on deposits	371		341		1,084		974
Debit card fees	Debit card fees	73		84			Debit card fees	103		87		254		256
Gain (loss) on sale of other real estate owned	Gain (loss) on sale of other real estate owned	—		—			Gain (loss) on sale of other real estate owned	—		152		—		152
Wire transfer fees	Wire transfer fees	144		159			Wire transfer fees	162		159		467		484
Other service charges	Other service charges	48		45			Other service charges	54		48		157		140
Total	Total	$	609	$	591		Total	$	690	$	787	$	1,962	$	2,006

Note 15 - Subsequent Events

Dividend Declared on Common Stock

On ~~April 27,~~October 25, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.18 per common share. The dividend will be paid on or about ~~May 19,~~November 17, 2023, to shareholders of record as of the close of business on ~~May 12,~~November 9, 2023.

3841

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 months ended ~~March 31,~~September 30, 2023. This analysis should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and with the unaudited consolidated financial statements and notes (unaudited) thereto set forth in this Quarterly Report on Form 10-Q.

Critical Accounting 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 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, 2022 and in Note 1 to Consolidated Financial Statements (unaudited) included in Part I of this Quarterly Report on Form 10-Q.

Adoption of ~~CECL~~Current Expected Credit Losses Accounting Standard

On January 1, ~~2022,~~2023, the Company adopted the provisions of ASC 326, “~~Financial~~ “Financial Instruments - Credit Losses (Topic 326)” Instruments. The adoption of ASC 326 changes the way the Company estimates the ACL on certain financial assets. The adoption of ASC 326 requires the Company to measure and record current expected credit losses for financial assets within the scope of ASC 326, which the Company currently consist substantially of loans, off-balance sheet credit exposures and securities available-for-sale. Measuring credit losses under the ~~CECL~~current expected credit losses (“CECL”) framework requires a significant amount of judgment, including the incorporation of reasonable and supportable forecasts about future conditions that may ultimately impact the level of credit losses the Company may recognize. Under the CECL framework, current expected credit losses are recorded on financial assets within the scope of ASC 326 at the time of their origination or acquisition. Please also see Note 1 to the Consolidated Financial Statements (Unaudited) included in Item 1 of this Quarterly Report on Form 10-Q for addition discussion.

The Company accounts for credit losses on loans in accordance with ASC 326, which requires the Company to record an estimate of expected lifetime credit losses for loans at the time of origination or acquisition. The ACL is maintained at a level deemed appropriate by management to provide for expected credit losses in the portfolio as of the date of the consolidated statements of financial condition. Estimating expected credit losses requires management to use relevant forward-looking information, including the use of reasonable and supportable forecasts. The measurement of the ACL is performed by collectively evaluating loans with similar risk characteristics. The Company’s discounted cash flow methodology incorporates a PD and LGD model, as well as expectations of future economic conditions, using reasonable and supportable forecasts. The use of reasonable and supportable forecasts requires significant judgment, such as selecting forecast scenarios, as well as determining the appropriate length of the forecast horizon. Management leverages economic projections from a reputable and independent third party to inform and provide its reasonable and supportable economic forecasts. Other internal and external indicators of economic forecasts may also be considered by management when developing the forecast metrics. The Company’s ACL model reverts to long-term average loss rates for purposes of estimating expected cash flows beyond a period deemed reasonable and supportable. The Company forecasts economic conditions and expected credit losses over a one-year time horizon. Beyond the one-year forecast time horizon, the Company’s ACL model reverts to historical long-term average loss rates over one-year period. The use of reasonable and supportable forecasts requires significant judgment, such as selecting forecast scenarios, as well as determining the appropriate length of the forecast horizon. Changes in economic forecasts, in conjunction with changes in loan specific attributes, impact a loan’s PD and LGD, which can drive changes in the determination of the ACL.

3942

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~~excludes (or ~~include)~~includes) 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, which are presented in this Quarterly Report on Form 10-Q, are used by management in its analysis of the Company's performance.


		Three Months Ended March 31,						Three Months Ended September 30,					Nine Months Ended September 30,
($ in thousands)	($ in thousands)	2023			2022				($ in thousands)	2023			2022			2023			2022
Average total shareholders' equity	Average total shareholders' equity	$	335,169		$	259,367			Average total shareholders' equity	$	343,144		$	338,248		$	339,423		$	296,871
Less: average preferred stock	Less: average preferred stock	69,141			—				Less: average preferred stock	69,141			69,141			69,141			32,924
Average tangible common equity	Average tangible common equity	$	266,028		$	259,367			Average tangible common equity	$	274,003		$	269,107		$	270,282		$	263,947
Net income	Net income	$	10,297		$	10,240			Net income	$	7,023		$	6,953		$	24,797		$	26,285
Annualized return on average shareholder's equity		12.46		%	16.01		%
Annualized return on average shareholders’ equity									Annualized return on average shareholders’ equity	8.12		%	8.16		%	9.77		%	11.84		%
Annualized return on average tangible common equity	Annualized return on average tangible common equity	15.70		%	16.01		%		Annualized return on average tangible common equity	10.17		%	10.25		%	12.27		%	13.31		%


($ in thousands, except per share data)	($ in thousands, except per share data)	March 31, 2023			December 31, 2022			March 31, 2022			($ in thousands, except per share data)	September 30, 2023			December 31, 2022			September 30, 2022
Total shareholders' equity	Total shareholders' equity	$	336,830		$	335,442		$	261,058		Total shareholders' equity	$	341,852		$	335,442		$	332,719
Less: preferred stock	Less: preferred stock	69,141			69,141			—			Less: preferred stock	69,141			69,141			69,141
Tangible common equity	Tangible common equity	$	267,689		$	266,301		$	261,058		Tangible common equity	$	272,711		$	266,301		$	263,578
Outstanding common shares	Outstanding common shares	14,297,870			14,625,474			14,944,663			Outstanding common shares	14,319,014			14,625,474			14,853,140
Book value per common share	Book value per common share	$	23.56		$	22.94		$	17.47		Book value per common share	$	23.87		$	22.94		$	22.40
Tangible common equity per common share	Tangible common equity per common share	$	18.72		$	18.21		$	17.47		Tangible common equity per common share	$	19.05		$	18.21		$	17.75
Total assets	Total assets	$	2,500,524		$	2,420,036		$	2,199,742		Total assets	$	2,567,974		$	2,420,036		$	2,327,051
Total shareholders' equity to total assets	Total shareholders' equity to total assets	13.47		%	13.86		%	11.87		%	Total shareholders' equity to total assets	13.31		%	13.86		%	14.30		%
Tangible common equity to total assets	Tangible common equity to total assets	10.71		%	11.00		%	11.87		%	Tangible common equity to total assets	10.62		%	11.00		%	11.33		%

4043

The following table presents reconciliation of ACL on loans to loans held-for-investment, excluding SBA PPP loans to its most comparable GAAP measure as of the dates indicated. The Company believed that this non-GAAP measure enhances comparability to prior periods in which there were no SBA PPP loans and provides supplemental information regarding the Company’s credit quality trend; however, this non-GAAP measure had become less significant as most of SBA PPP loans were forgiven or paid off during 2022.
($ in thousands) March 31, 2023 December 31, 2022 March 31, 2022
Loans held-for-investment $ 2,092,442 $ 2,046,063 $ 1,742,955
Less: SBA PPP loans 1,100 1,197 22,926
Loans held-for-investment, excluding SBA PPP loans $ 2,091,342 $ 2,044,866 $ 1,720,029
ACL on loans (1)
$ 24,694 $ 24,942 $ 21,198
ACL on loans to loans held-for-investment 1.18 % 1.22 % 1.22 %
ACL on loans to loans held-for-investment, excluding SBA PPP loans 1.18 % 1.22 % 1.23 %

(1) ACL and reversal for credit losses and ACL for reporting periods beginning with January 1, 2023 are presented under ASC 326, while prior period comparisons continue to be presented under legacy ASC 450 and ASC 310.

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 March 31,				As of or For the Three Months Ended September 30,					As of or For the Nine Months Ended September 30,
($ in thousands, except per share data)	($ in thousands, except per share data)	2023		2022			($ in thousands, except per share data)	2023			2022			2023			2022
Selected balance sheet data:	Selected balance sheet data:						Selected balance sheet data:
Cash and cash equivalents	Cash and cash equivalents	$	190,519	$	250,212		Cash and cash equivalents	$	192,350		$	154,038		$	192,350		$	154,038
Securities available-for-sale	Securities available-for-sale	144,665		131,345			Securities available-for-sale	139,218			129,401			139,218			129,401
Loans held-for-sale	Loans held-for-sale	14,352		18,340			Loans held-for-sale	6,693			18,982			6,693			18,982
Loans held-for-investment	Loans held-for-investment	2,092,442		1,742,955			Loans held-for-investment	2,167,605			1,959,237			2,167,605			1,959,237
ACL on loans (1)	ACL on loans (1)	(24,694)		(21,198)			ACL on loans (1)	(25,599)			(23,761)			(25,599)			(23,761)
Total assets	Total assets	2,500,524		2,199,742			Total assets	2,567,974			2,327,051			2,567,974			2,327,051
Total deposits	Total deposits	2,141,689		1,910,379			Total deposits	2,192,129			1,978,098			2,192,129			1,978,098
Shareholders’ equity	Shareholders’ equity	336,830		261,058			Shareholders’ equity	341,852			332,719			341,852			332,719
Selected income statement data:	Selected income statement data:						Selected income statement data:
Interest income	Interest income	$	34,536	$	20,894		Interest income	$	38,852		$	26,835		$	110,226		$	70,175
Interest expense	Interest expense	12,122		901			Interest expense	16,403			2,812			43,646			4,808
Net interest income	Net interest income	22,414		19,993			Net interest income	22,449			24,023			66,580			65,367
Reversal for credit losses (1)		(2,778)		(1,191)
Provision (reversal) for credit losses (1)							Provision (reversal) for credit losses (1)	751			3,753			(1,830)			2,453
Noninterest income	Noninterest income	3,021		5,286			Noninterest income	2,502			3,176			8,180			12,110
Noninterest expense	Noninterest expense	13,754		12,071			Noninterest expense	14,207			13,695			41,588			38,011
Income before income taxes	Income before income taxes	14,459		14,399			Income before income taxes	9,993			9,751			35,002			37,013
Income tax expense	Income tax expense	4,162		4,159			Income tax expense	2,970			2,798			10,205			10,728
Net income	Net income	10,297		10,240			Net income	7,023			6,953			24,797			26,285
Per share data:	Per share data:						Per share data:
Earnings per common share, basic	Earnings per common share, basic	$	0.71	$	0.69		Earnings per common share, basic	$	0.49		$	0.47		$	1.73		$	1.76
Earnings per common share, diluted	Earnings per common share, diluted	0.70		0.67			Earnings per common share, diluted	0.49			0.46			1.71			1.73
Book value per common share (2)	Book value per common share (2)	23.56		17.47			Book value per common share (2)	23.87			22.40			23.87			22.40
Tangible common equity per common share (10)	Tangible common equity per common share (10)	18.72		17.47			Tangible common equity per common share (10)	19.05			17.75			19.05			17.75
Cash dividends declared per common share	Cash dividends declared per common share	0.15		0.15			Cash dividends declared per common share	0.18			0.15			0.51			0.45
Outstanding share data:	Outstanding share data:						Outstanding share data:
Number of common shares outstanding	Number of common shares outstanding	14,297,870		14,944,663			Number of common shares outstanding	14,319,014			14,853,140			14,319,014			14,853,140
Weighted-average common shares outstanding, basic	Weighted-average common shares outstanding, basic	14,419,155		14,848,014			Weighted-average common shares outstanding, basic	14,294,802			14,877,879			14,327,930			14,869,997
Weighted-average common shares outstanding, diluted	Weighted-average common shares outstanding, diluted	14,574,929		15,141,693			Weighted-average common shares outstanding, diluted	14,396,216			15,088,089			14,441,960			15,126,863

Selected performance ratios:							Selected performance ratios:
Return on average assets (3)							Return on average assets (3)	1.09		%	1.19		%	1.32		%	1.58		%
Return on average shareholders’ equity (3)							Return on average shareholders’ equity (3)	8.12		%	8.16		%	9.77		%	11.84		%
Dividend payout ratio (4)							Dividend payout ratio (4)	36.73		%	31.91		%	29.48		%	25.57		%
Efficiency ratio (5)							Efficiency ratio (5)	56.94		%	50.35		%	55.63		%	49.06		%
Yield on average interest-earning assets (3)							Yield on average interest-earning assets (3)	6.18		%	4.75		%	6.01		%	4.35		%
Cost of average interest-bearing liabilities (3)							Cost of average interest-bearing liabilities (3)	4.17		%	0.98		%	3.88		%	0.60		%
Net interest spread (3)							Net interest spread (3)	2.01		%	3.77		%	2.13		%	3.75		%
Net interest margin (3), (6)							Net interest margin (3), (6)	3.57		%	4.25		%	3.63		%	4.05		%
Total loans to total deposits ratio (7)							Total loans to total deposits ratio (7)	99.19		%	100.01		%	99.19		%	100.01		%

4144


		As of or For the Three Months Ended March 31,						As of or For the Three Months Ended September 30,					As of or For the Nine Months Ended September 30,
($ in thousands, except per share data)	($ in thousands, except per share data)	2023			2022				($ in thousands, except per share data)	2023			2022			2023			2022

Selected performance ratios:
Return on average assets (3)		1.69		%	1.92		%
Return on average shareholders' equity (3)		12.46		%	16.01		%
Return on average tangible common equity (3),(10)		15.70		%	16.01		%
Dividend payout ratio (4)		21.13		%	21.74		%
Efficiency ratio (5)		54.08		%	47.75		%
Yield on average interest-earning assets (3)		5.83		%	4.04		%
Cost of average interest-bearing liabilities (3)		3.45		%	0.35		%
Net interest spread (3)		2.38		%	3.69		%
Net interest margin (3), (6)		3.79		%	3.87		%
Total loans to total deposits ratio (7)		98.37		%	92.20		%

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	$	792		$	120			Loans 30 to 89 days past due and still accruing	$	708		$	410		$	708		$	410

Nonperforming loans (8)	Nonperforming loans (8)	2,960			1,418				Nonperforming loans (8)	3,730			7,396			3,730			7,396
Nonperforming assets (9)	Nonperforming assets (9)	2,960			1,418				Nonperforming assets (9)	3,730			7,396			3,730			7,396
Net recoveries		(1,102)			(8)
Net charge-offs (recoveries)									Net charge-offs (recoveries)	90			1,063			(1,028)			1,073
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	0.04		%	0.01		%		Loans 30 to 89 days past due and still accruing to loans held-for-investment	0.03		%	0.02		%	0.03		%	0.02		%

Nonperforming loans to loans held-for-investment	Nonperforming loans to loans held-for-investment	0.14		%	0.08		%		Nonperforming loans to loans held-for-investment	0.17		%	0.38		%	0.17		%	0.38		%
Nonperforming loans to ACL on loans	Nonperforming loans to ACL on loans	11.99		%	6.69		%		Nonperforming loans to ACL on loans	14.57		%	31.13		%	14.57		%	31.13		%
Nonperforming assets to total assets	Nonperforming assets to total assets	0.12		%	0.06		%		Nonperforming assets to total assets	0.15		%	0.32		%	0.15		%	0.32		%
ACL on loans to loans held-for-investment	ACL on loans to loans held-for-investment	1.18		%	1.22		%		ACL on loans to loans held-for-investment	1.18		%	1.21		%	1.18		%	1.21		%

ACL on loans to nonperforming loans	ACL on loans to nonperforming loans	834.26		%	1,494.92		%		ACL on loans to nonperforming loans	686.30		%	321.27		%	686.30		%	321.27		%
Net charge-offs (recoveries) to average loans held-for-investment (3)	Net charge-offs (recoveries) to average loans held-for-investment (3)	(0.22)		%	(0.01)		%		Net charge-offs (recoveries) to average loans held-for-investment (3)	0.01		%	0.23		%	(0.07)		%	0.08		%
Capital ratios:	Capital ratios:								Capital ratios:
Shareholders’ equity to total assets	Shareholders’ equity to total assets	13.47		%	11.87		%		Shareholders’ equity to total assets	13.31		%	14.30		%	13.31		%	14.30		%
Tangible common equity to total assets (10)	Tangible common equity to total assets (10)	10.71		%	11.87		%		Tangible common equity to total assets (10)	10.62		%	11.33		%	10.62		%	11.33		%
Average shareholders’ equity to average total assets	Average shareholders’ equity to average total assets	13.56		%	12.00		%		Average shareholders’ equity to average total assets	13.39		%	14.58		%	13.48		%	13.31		%
PCB Bancorp	PCB Bancorp								PCB Bancorp
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	13.09		%	14.77		%		Common tier 1 capital (to risk-weighted assets)	13.07		%	13.69		%	13.07		%	13.69		%
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	17.61		%	15.97		%		Total capital (to risk-weighted assets)	17.48		%	18.34		%	17.48		%	18.34		%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	16.37		%	14.77		%		Tier 1 capital (to risk-weighted assets)	16.24		%	17.14		%	16.24		%	17.14		%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	13.90		%	12.22		%		Tier 1 capital (to average assets)	13.76		%	14.74		%	13.76		%	14.74		%
PCB Bank	PCB Bank								PCB Bank
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	16.03		%	14.43		%		Common tier 1 capital (to risk-weighted assets)	15.87		%	16.82		%	15.87		%	16.82		%
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	17.27		%	15.63		%		Total capital (to risk-weighted assets)	17.11		%	18.02		%	17.11		%	18.02		%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	16.03		%	14.43		%		Tier 1 capital (to risk-weighted assets)	15.87		%	16.82		%	15.87		%	16.82		%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	13.62		%	11.94		%		Tier 1 capital (to average assets)	13.44		%	14.47		%	13.44		%	14.47		%

(1) ACL and reversal for credit losses for reporting periods beginning with January 1, 2023 are presented under ASC 326, while prior period comparisons continue to be presented under legacy ASC 450 and ASC 310. ~~Provision~~Provisions (reversal) for credit losses on off-balance sheet credit exposures of $2$(10) thousand and $28 thousand, respectively, for the three and nine months ended ~~March 31,~~September 30, 2022 ~~was~~were recorded in Other Expense on the Consolidated Income Statement (Unaudited).

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

(3) Annualized.

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

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

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

(7) Total loans include both loans held-for-sale and loans held-for-investment.

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

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

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

4245

Executive Summary

Q1Q3 2023 Financial Highlights

•Net income was ~~$10.3~~$7.0 million for the three months ended ~~March 31,~~September 30, 2023, an increase of ~~$57~~$70 thousand, or ~~0.6%~~1.0%, from ~~$10.2~~$7.0 million for the three months ended ~~March 31,~~September 30, 2022;

•~~Adopted CECL accounting standard effective January 1, 2023, resulting in an initial adjustment to the ACL on loans of $1.1 million and the ACL on off-balance sheet credit exposures of $1.6 million;~~

▪Recorded a ~~reversal~~provision for credit losses of ~~$2.8~~$751 thousand for the three months ended September 30, 2023 compared with $3.8 million for the three months ended ~~March 31, 2023 compared with $1.2 million for the three months ended March 31,~~September 30, 2022.

▪ACL on loan to loans held-for-investment ratio was 1.18% at ~~March 31,~~September 30, 2023 compared with 1.22% at December 31, 2022.

•Net interest income was $22.4 million for the three months ended ~~March 31,~~September 30, 2023 compared with ~~$20.0~~$24.0 million for the three months ended ~~March 31,~~September 30, 2022. Net interest margin was ~~3.79%~~3.57% for the three months ended ~~March 31,~~September 30, 2023 compared with ~~3.87%~~4.25% for the three months ended ~~March 31,~~September 30, 2022.

•Gain on sale of loans was ~~$1.3~~$689 thousand for the three months ended September 30, 2023 compared with $1.4 million for the three months ended ~~March 31, 2023 compared with $3.8 million for the three months ended March 31,~~September 30, 2022.

•Total assets were ~~$2.50~~$2.57 billion at ~~March 31,~~September 30, 2023, an increase of ~~$80.5~~$147.9 million, or ~~3.3%~~6.1%, from $2.42 billion at December 31, 2022;

•Loans held-for-investment were ~~$2.09~~$2.17 billion at ~~March 31,~~September 30, 2023, an increase of ~~$46.4~~$121.5 million, or ~~2.3%~~5.9%, from $2.05 billion at December 31, 2022;

•Total deposits were ~~$2.14~~$2.19 billion at ~~March 31,~~September 30, 2023, an increase of ~~$95.7~~$146.1 million, or ~~4.7%~~7.1%, from $2.05 billion at December 31, 2022; and

•~~Completed~~Announced a stock repurchase program on August 2, 2023 for the repurchase ~~program that was announced on July 28, 2022. Repurchased~~of up to 720,000 shares of the Company’s outstanding common stock through August 2, 2024. During the three months ended September 30, 2023, the Company repurchased and retired ~~747,938~~67,202 shares of common ~~stock at a weighted-average price of $18.15 under this program~~stock.

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.

4346

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 periods indicated:


		Three Months Ended March 31,													Three Months Ended September 30,
		2023						2022							2023						2022
($ 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)	$	2,072,415	$	31,229	6.11	%	$	1,773,376	$	20,190	4.62	%	Total loans (1)	$	2,137,184	$	34,651	6.43	%	$	1,905,366	$	24,835	5.17	%
Mortgage backed securities	Mortgage backed securities	97,578		683		2.84	%	84,223		307		1.48	%	Mortgage backed securities	98,534		750		3.02	%	93,546		518		2.20	%
Collateralized mortgage obligation	Collateralized mortgage obligation	26,743		256		3.88	%	18,242		48		1.07	%	Collateralized mortgage obligation	24,959		262		4.16	%	24,090		151		2.49	%
SBA loan pool securities	SBA loan pool securities	9,027		82		3.68	%	10,095		38		1.53	%	SBA loan pool securities	7,842		81		4.10	%	10,435		56		2.13	%
Municipal bonds - tax exempt (2)	Municipal bonds - tax exempt (2)	4,221		34		3.27	%	5,632		36		2.59	%	Municipal bonds - tax exempt (2)	3,602		30		3.30	%	4,491		34		3.00	%
Corporate bonds	Corporate bonds	4,510		47		4.23	%	5,038		47		3.78	%	Corporate bonds	4,056		47		4.60	%	4,801		47		3.88	%
Interest-bearing deposits in other financial institutions	Interest-bearing deposits in other financial institutions	176,626		2,023		4.65	%	190,341		96		0.20	%	Interest-bearing deposits in other financial institutions	206,399		2,798		5.38	%	190,184		1,049		2.19	%
FHLB and other bank stock	FHLB and other bank stock	10,183		182		7.25	%	8,577		132		6.24	%	FHLB and other bank stock	12,716		233		7.27	%	10,183		145		5.65	%
Total interest-earning assets	Total interest-earning assets	2,401,303		34,536		5.83	%	2,095,524		20,894		4.04	%	Total interest-earning assets	2,495,292		38,852		6.18	%	2,243,096		26,835		4.75	%
Noninterest-earning assets:	Noninterest-earning assets:													Noninterest-earning assets:
Cash and due from banks	Cash and due from banks	21,155						20,385						Cash and due from banks	21,298						20,609
Allowance for credit losses on loans	Allowance for credit losses on loans	(26,757)						(22,377)						Allowance for credit losses on loans	(24,869)						(21,117)
Other assets	Other assets	75,175						67,600						Other assets	71,512						76,851
Total noninterest earning assets	Total noninterest earning assets	69,573						65,608						Total noninterest earning assets	67,941						76,343
Total assets	Total assets	$	2,470,876					$	2,161,132					Total assets	$	2,563,233					$	2,319,439
Interest-bearing liabilities:	Interest-bearing liabilities:													Interest-bearing liabilities:
Deposits:	Deposits:													Deposits:
NOW and money market accounts	NOW and money market accounts	$	485,962	3,445		2.87	%	$	431,981	313		0.29	%	NOW and money market accounts	$	481,341	4,398		3.62	%	$	577,975	1,375		0.94	%
Savings	Savings	8,099		5		0.25	%	15,644		2		0.05	%	Savings	7,197		4		0.22	%	14,990		2		0.05	%
Time deposits	Time deposits	916,751		8,463		3.74	%	586,387		535		0.37	%	Time deposits	1,073,044		12,001		4.44	%	544,774		1,421		1.03	%
Borrowings	Borrowings	15,811		209		5.36	%	10,400		51		1.99	%	Borrowings	—		—		—	%	2,033		14		2.73	%
Total interest-bearing liabilities	Total interest-bearing liabilities	1,426,623		12,122		3.45	%	1,044,412		901		0.35	%	Total interest-bearing liabilities	1,561,582		16,403		4.17	%	1,139,772		2,812		0.98	%
Noninterest-bearing liabilities:	Noninterest-bearing liabilities:													Noninterest-bearing liabilities:
Demand deposits	Demand deposits	687,575						840,626						Demand deposits	626,738						825,362
Other liabilities	Other liabilities	21,509						16,727						Other liabilities	31,769						16,057
Total noninterest-bearing liabilities	Total noninterest-bearing liabilities	709,084						857,353						Total noninterest-bearing liabilities	658,507						841,419
Total liabilities	Total liabilities	2,135,707						1,901,765						Total liabilities	2,220,089						1,981,191
Shareholders’ equity	Shareholders’ equity	335,169						259,367						Shareholders’ equity	343,144						338,248
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	2,470,876					$	2,161,132					Total liabilities and shareholders’ equity	$	2,563,233					$	2,319,439
Net interest income	Net interest income			$	22,414					$	19,993			Net interest income			$	22,449					$	24,023
Net interest spread (3)	Net interest spread (3)					2.38	%					3.69	%	Net interest spread (3)					2.01	%					3.77	%
Net interest margin (4)	Net interest margin (4)					3.79	%					3.87	%	Net interest margin (4)					3.57	%					4.25	%
Cost of funds (5)	Cost of funds (5)					2.33	%					0.19	%	Cost of funds (5)					2.97	%					0.57	%

(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 ~~$175~~$226 thousand and ~~$1.2 million,~~$243 thousand, respectively, and net accretion of discount on loans of ~~$671~~$775 thousand and ~~$908~~$867 thousand, respectively, are included in the interest income for the three months ended ~~March 31,~~September 30, 2023 and 2022.

(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.

4447


	Nine Months Ended September 30,
	2023						2022
($ in thousands)	Average Balance		Interest		Yield/ Cost (6)		Average Balance		Interest		Yield/ Cost (6)
Interest-earning assets:
Total loans (1)	$	2,102,600	$	98,840	6.29	%	$	1,828,187	$	66,268	4.85	%
Mortgage backed securities	98,364		2,146		2.92	%	88,634		1,241		1.87	%
Collateralized mortgage obligation	25,970		780		4.02	%	22,775		324		1.90	%
SBA loan pool securities	8,406		244		3.88	%	10,566		137		1.73	%
Municipal bonds - tax exempt (2)	4,017		97		3.23	%	5,152		107		2.78	%
Corporate bonds	4,300		141		4.38	%	4,896		141		3.85	%
Interest-bearing deposits in other financial institutions	195,016		7,391		5.07	%	188,770		1,555		1.10	%
FHLB and other bank stock	11,704		587		6.71	%	9,541		402		5.63	%
Total interest-earning assets	2,450,377		110,226		6.01	%	2,158,521		70,175		4.35	%
Noninterest-earning assets:
Cash and due from banks	21,069						20,599
Allowance for credit losses on loans	(25,438)						(21,561)
Other assets	72,616						72,563
Total noninterest earning assets	68,247						71,601
Total assets	$	2,518,624					$	2,230,122
Interest-bearing liabilities:
Deposits:
NOW and money market accounts	$	477,605	11,772		3.30	%	$	492,130	2,118		0.58	%
Savings	7,684		14		0.24	%	15,205		6		0.05	%
Time deposits	1,015,234		31,651		4.17	%	550,770		2,565		0.62	%
Borrowings	5,212		209		5.36	%	7,824		119		2.03	%
Total interest-bearing liabilities	1,505,735		43,646		3.88	%	1,065,929		4,808		0.60	%
Noninterest-bearing liabilities:
Demand deposits	647,258						851,837
Other liabilities	26,208						15,485
Total noninterest-bearing liabilities	673,466						867,322
Total liabilities	2,179,201						1,933,251
Shareholders’ equity	339,423						296,871
Total liabilities and shareholders’ equity	$	2,518,624					$	2,230,122
Net interest income			$	66,580					$	65,367
Net interest spread (3)					2.13	%					3.75	%
Net interest margin (4)					3.63	%					4.05	%
Cost of funds (5)					2.71	%					0.34	%

(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 $648 thousand and $2.0 million, respectively, and net accretion of discount on loans of $2.2 million and $2.7 million, respectively, are included in the interest income for the nine months ended September 30, 2023 and 2022.

(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.

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 March 31,						Three Months Ended September 30,								Nine Months Ended September 30,
		2023 vs. 2022						2023 vs. 2022								2023 vs. 2022
		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					($ in thousands)			Volume			Rate			Net Increase (Decrease)			Volume				Rate				Net Increase (Decrease)
Interest earned on:	Interest earned on:										Interest earned on:
Total loans	Total loans	$	3,405	$	7,634	$	11,039				Total loans		$	3,022		$	6,794				$	9,816			$	9,947			$	22,625			$	32,572
Investment securities	Investment securities	73		553		626					Investment securities		10			354			364				133				1,325				1,458
Other interest-earning assets	Other interest-earning assets	(14)		1,991		1,977					Other interest-earning assets		112			1,725			1,837				83				5,938				6,021
Total interest income	Total interest income	3,464		10,178		13,642					Total interest income		3,144			8,873			12,017				10,163				29,888				40,051
Interest incurred on:	Interest incurred on:										Interest incurred on:
Savings, NOW, and money market deposits	Savings, NOW, and money market deposits	33		3,102		3,135					Savings, NOW, and money market deposits		(243)			3,268			3,025				(92)				9,754				9,662
Time deposits	Time deposits	301		7,627		7,928					Time deposits		1,378			9,202			10,580				2,163				26,923				29,086
Borrowings	Borrowings	27		131		158					Borrowings		(14)			—			(14)				(40)				130				90
Total interest expense	Total interest expense	361		10,860		11,221					Total interest expense		1,121			12,470			13,591				2,031				36,807				38,838
Change in net interest income	Change in net interest income	$	3,103	$	(682)	$	2,421				Change in net interest income		$	2,023		$	(3,597)		$	(1,574)			$	8,132			$	(6,919)			$	1,213

Three Months Ended ~~March 31,~~September 30, 2023 Compared to Three Months Ended ~~March 31,~~September 30, 2022

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


		Three Months Ended March 31,				Amount Change			Percentage Change			Three Months Ended September 30,				Amount Change		Percentage Change
($ in thousands)	($ in thousands)	2023		2022				($ in thousands)			2023		2022
Interest and dividend income:	Interest and dividend income:											Interest and dividend income:
Loans, including fees	Loans, including fees	$	31,229	$	20,190	$	11,039		54.7	%	Loans, including fees	$	34,651	$	24,835	$	9,816	39.5	%
Investment securities	Investment securities	1,102		476		626			131.5	%	Investment securities	1,170		806		364		45.2	%
Other interest-earning assets	Other interest-earning assets	2,205		228		1,977			867.1	%	Other interest-earning assets	3,031		1,194		1,837		153.9	%
Total interest income	Total interest income	34,536		20,894		13,642			65.3	%	Total interest income	38,852		26,835		12,017		44.8	%
Interest expense:	Interest expense:										Interest expense:
Deposits	Deposits	11,913		850		11,063			1,301.5	%	Deposits	16,403		2,798		13,605		486.2	%
Borrowings	Borrowings	209		51		158			309.8	%	Borrowings	—		14		(14)		(100.0)	%
Total interest expense	Total interest expense	12,122		901		11,221			1,245.4	%	Total interest expense	16,403		2,812		13,591		483.3	%
Net interest income	Net interest income	$	22,414	$	19,993	$	2,421		12.1	%	Net interest income	$	22,449	$	24,023	$	(1,574)	(6.6)	%

Net interest income ~~increased~~decreased primarily due to a ~~14.6%~~37.0% increase in average balance of interest-bearing liabilities and a 319 basis point increase in average cost, partially offset by a 11.2% increase in average balance of interest-earning assets and a ~~179~~143 basis point increase in average ~~yield, partially offset by a 36.6% increase in average balance of interest-bearing liabilities and a 310 basis point increase in average cost.~~yield.

Interest and fees on loans increased primarily due to a ~~16.9%~~12.2% increase in average balance and a ~~149~~126 basis point increase in average yield. The increase in average yield was primarily due to an increase in overall interest rates on loans from the rising interest rate environment, partially offset by decreases in net amortization of deferred loan fees and net accretion of discount on loans. 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 ~~158~~1.2% increase in average balance and a 101 basis point increase in average ~~yield and a 15.3% increase in average balance.~~yield. The increase in average yield was primarily due to a decrease in net amortization of premiums on securities and a higher yield on newly purchased investment securities. For the three months ended ~~March 31,~~September 30, 2023 and 2022, average yield on total investment securities was ~~3.15%~~3.34% and ~~1.57%~~2.33%, respectively.

Interest income on other interest-earning assets increased primarily due to a ~~433~~9.4% increase in average balance and a 313 basis point increase in average ~~yield, partially offset by a 6.1% decrease in average balance.~~yield. The increase in average yield was primarily due to an increase in interest rate on cash held at the Federal Reserve Bank (“FRB”) ~~account.~~. For the three months ended ~~March 31,~~September 30, 2023 and 2022, average yield on total other interest-earning assets was ~~4.79%~~5.49% and ~~0.46%~~2.36%, respectively.

Interest expense on deposits increased primarily due to a ~~309~~37.3% increase in average balance of interest-bearing deposits and a 319 basis point increase in average cost of interest-bearing ~~deposits and a 36.4% increase in interest-bearing~~ deposits. ~~The increase in average cost was primarily due to an increase in market rates.~~ The increase in average balance was primarily due to the migration of noninterest-bearing deposits to money market accounts and time deposits attributable to the rising market rates. The increase in average cost was primarily due to an increase in market rates. For the three months ended ~~March 31,~~September 30, 2023 and 2022, average cost on total interest-bearing deposits was ~~3.42%~~4.17% and ~~0.33%~~0.98%, respectively, and average cost on total deposits were ~~2.30%~~2.97% and ~~0.18%~~0.57%, respectively.

The Company had no borrowings during the three months ended September 30, 2023.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

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)	2023		2022
Interest and dividend income:
Loans, including fees	$	98,840	$	66,268	$	32,572	49.2	%
Investment securities	3,408		1,950		1,458		74.8	%
Other interest-earning assets	7,978		1,957		6,021		307.7	%
Total interest income	110,226		70,175		40,051		57.1	%
Interest expense:
Deposits	43,437		4,689		38,748		826.4	%
Borrowings	209		119		90		75.6	%
Total interest expense	43,646		4,808		38,838		807.8	%
Net interest income	$	66,580	$	65,367	$	1,213	1.9	%

Net interest income increased primarily due to a 13.5% increase in average balance of interest-earning assets and a 166 basis point increase in average yield, partially offset by a 41.3% increase in average balance of interest-bearing liabilities and a 328 basis point increase in average cost.

Interest and fees on loans increased primarily due to a 15.0% increase in average balance and a 144 basis point increase in average yield. The increase in average yield was primarily due to an increase in overall interest rates on loans from the rising interest rate environment, partially offset by decreases in net amortization of deferred loan fees and net accretion of discount on loans. 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 6.8% increase in average balance and a 126 basis point increase in average yield. The increase in average yield was primarily due to a decrease in net amortization of premiums on securities and a higher yield on newly purchased investment securities. For the nine months ended September 30, 2023 and 2022, average yield on total investment securities was 3.23% and 1.97%, respectively.

Interest income on other interest-earning assets increased primarily due to a 4.2% decrease in average balance and a 384 basis point increase in average yield. The increase in average yield was primarily due to an increase in interest rate on cash held at the FRB. For the nine months ended September 30, 2023 and 2022, average yield on total other interest-earning assets was 5.16% and 1.32%, respectively.

Interest expense on deposits increased primarily due to a 41.8% increase in average balance of interest-bearing deposits and a 328 basis point increase in average cost of interest-bearing deposits. The increase in average balance was primarily due to the migration of noninterest-bearing deposits to money market accounts and time deposits attributable to the rising market rates. The increase in average cost was primarily due to an increase in market rates. For the nine months ended September 30, 2023 and 2022, average cost on total interest-bearing deposits was 3.87% and 0.59%, respectively, and average cost on total deposits were 2.70% and 0.33%, respectively.

Interest expense on borrowings increased primarily due to increases in average ~~balance and average~~ cost. The Company had no ~~outstanding~~ borrowings ~~as of March 31,~~during the three months ended September 30, 2023.

Provision (reversal) for Credit Losses

The following table presents a composition of provision (reversal) for credit losses for the periods indicated:

Three Months Ended March 31, Amount Change Percentage Change
($ in thousands) 2023 2022
Provision (reversal) for credit losses on loans $ (2,417) $ (1,191) $ (1,226) 102.9 %
Provision (reversal) for credit losses on off-balance sheet credit exposure (1)
(361) 2 (363) NM
Total provision (reversal) for credit losses $ (2,778) $ (1,189) $ (1,589) 133.6 %


	Three Months Ended September 30,				Amount Change		Percentage Change
($ in thousands)	2023		2022
Provision for credit losses on loans	$	822	$	3,753	$	(2,931)	(78.1)	%
Reversal for credit losses on off-balance sheet credit exposure (1)	(71)		(10)		(61)		610.0	%
Total provision for credit losses	$	751	$	3,743	$	(2,992)	(79.9)	%


	Nine Months Ended September 30,				Amount Change		Percentage Change
($ in thousands)	2023		2022
Provision (reversal) for credit losses on loans	$	(1,438)	$	2,453	$	(3,891)	NM
Provision (reversal) for credit losses on off-balance sheet credit exposure (1)	(392)		28		(420)		NM
Total provision (reversal) for credit losses	$	(1,830)	$	2,481	$	(4,311)	NM

(1)Provision for credit losses on off-balance sheet credit exposures for the three and nine months ended ~~March 31,~~September 30, 2022 was recorded in Other Expense on the Consolidated Income Statement (Unaudited).

Provision (reversal) for credit losses and ACL for reporting periods beginning with January 1, 2023 are presented under ASC 326, while prior period comparisons continue to be presented under legacy ASC 450 and ASC 310.

The reversal for credit losses for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 was primarily due to the increase in the net recoveries ~~of $1.1 million and~~combined with overall improvements in credit quality ~~improvements, partially offset be~~and the improved economic forecasts by the FOMC. The FOMC’s economic forecasts improved progressively since December 2022. The projected 2023 year-end national unemployment rate improved from 4.6% in December 2022 FOMC meeting to 3.8% in September 2023 meeting. The projected year-over-year change in real GDP improved from 0.50% in the December 2022 FOMC meeting to 2.1% in the September 2023 meeting. These improved macroeconomic projections resulted in the decrease of PD and LGD rates across majority of the loan segments leading to lower overall expected loss measurements.

The provision for credit losses for the three months ended September 30, 2023 was primarily due to an increase in ~~quantitative reserve requirements.~~loans held-for-investment and the update of prepayment and principal curtailment rate assumptions in measuring the maximum loss scenario. Such change resulted in higher overall expected loss requirement related to qualitative factors.

See further discussion in “Allowance for Credit Losses.”

Noninterest Income

Three Months Ended ~~March 31,~~September 30, 2023 Compared to Three Months Ended ~~March 31,~~September 30, 2022

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


		Three Months Ended March 31,				Amount Change				Percentage Change					Three Months Ended September 30,						Amount Change			Percentage Change
($ in thousands)	($ in thousands)	2023		2022				($ in thousands)				2023				2022
Service charges and fees on deposits	Service charges and fees on deposits	$	344	$	303			$	41				13.5	%	Service charges and fees on deposits		$	371		$	341		$	30		8.8	%
Loan servicing income	Loan servicing income	860		700		160				22.9	%	Loan servicing income			851			780			71			9.1	%
Bank-owned life insurance income	Bank-owned life insurance income	180		172		8				NM		Bank-owned life insurance income			187			178			9			5.1	%
Gain on sale of loans	Gain on sale of loans	1,309		3,777		(2,468)				(65.3)	%	Gain on sale of loans			689			1,415			(726)			(51.3)	%

Other income	Other income	328		334		(6)				(1.8)	%	Other income			404			462			(58)			(12.6)	%
Total noninterest income	Total noninterest income	$	3,021	$	5,286	$	(2,265)			(42.8)	%	Total noninterest income			$	2,502		$	3,176		$	(674)		(21.2)	%

Loan servicing income increased primarily due to a decrease in servicing asset amortization. Servicing asset amortization was ~~$424~~$470 thousand and ~~$530~~$522 thousand, respectively, for the three months ended ~~March 31,~~September 30, 2023 and 2022.

Gain on sale of loans decreased primarily due to a lower level of premium on SBA loans in the secondary market and a decrease in sales volume. The Company sold SBA loans of ~~$27.1~~$17.7 million with a gain of ~~$1.3 million~~$689 thousand during the three months ended ~~March 31,~~September 30, 2023. During the three months ended ~~March 31,~~September 30, 2022, the Company sold SBA loans of ~~$39.7~~$27.3 million with a gain of ~~$3.8 million.~~$1.4 million and residential mortgage loans of $858 thousand with a gain of $8 thousand.

Other income primarily included wire transfer fees of ~~$144~~$162 thousand and $159 thousand, respectively, and debit card interchange fees of ~~$73~~$103 thousand and ~~$84~~$87 thousand, respectively, for the three months ended ~~March 31,~~September 30, 2023 and 2022.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

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


	Nine Months Ended September 30,				Amount Change		Percentage Change
($ in thousands)	2023		2022
Service charges and fees on deposits	$	1,084	$	974	$	110	11.3	%
Loan servicing income	2,579		2,235		344		15.4	%
Bank-owned life insurance income	551		525		26		5.0	%
Gain on sale of loans	2,767		7,231		(4,464)		(61.7)	%

Other income	1,199		1,145		54		4.7	%
Total noninterest income	$	8,180	$	12,110	$	(3,930)	(32.5)	%

Loan servicing income increased primarily due to a decrease in servicing asset amortization. Servicing asset amortization was $1.3 million and $1.6 million, respectively, for the nine months ended September 30, 2023 and 2022.

Gain on sale of loans decreased primarily due to a lower level of premium on SBA loans in the secondary market and a decrease in sales volume. The Company sold SBA loans of $61.6 million with a gain of $2.8 million during the nine months ended September 30, 2023. During the nine months ended September 30, 2022, the Company sold SBA loans of $105.4 million with a gain of $7.2 million and residential mortgage loans of $858 thousand with a gain of $8 thousand.

Other income primarily included wire transfer fees of $467 thousand and $484 thousand, respectively, and debit card interchange fees of $254 thousand and $256 thousand, respectively, for the nine months ended September 30, 2023 and 2022.

4652

Noninterest Expense

Three Months Ended ~~March 31,~~September 30, 2023 Compared to Three Months Ended ~~March 31,~~September 30, 2022

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


		Three Months Ended March 31,				Amount Change				Percentage Change					Three Months Ended September 30,						Amount Change			Percentage Change
($ in thousands)	($ in thousands)	2023		2022				($ in thousands)				2023				2022
Salaries and employee benefits	Salaries and employee benefits	$	8,928	$	8,595			$	333				3.9	%	Salaries and employee benefits		$	8,572		$	8,457		$	115		1.4	%
Occupancy and equipment	Occupancy and equipment	1,896		1,397		499				35.7	%	Occupancy and equipment			1,964			1,650			314			19.0	%
Professional fees	Professional fees	732		403		329				81.6	%	Professional fees			685			587			98			16.7	%
Marketing and business promotion	Marketing and business promotion	372		207		165				79.7	%	Marketing and business promotion			980			909			71			7.8	%
Data processing	Data processing	412		404		8				2.0	%	Data processing			367			427			(60)			(14.1)	%
Director fees and expenses	Director fees and expenses	180		169		11				6.5	%	Director fees and expenses			152			179			(27)			(15.1)	%

Regulatory assessments	Regulatory assessments	155		141		14				9.9	%	Regulatory assessments			281			150			131			87.3	%

Other expenses	Other expenses	1,079		755		324				42.9	%	Other expenses			1,206			1,336			(130)			(9.7)	%
Total noninterest expense	Total noninterest expense	$	13,754	$	12,071	$	1,683			13.9	%	Total noninterest expense			$	14,207		$	13,695		$	512		3.7	%

Salaries and employee benefits increased primarily due to an increase in salaries, ~~and related employee benefit expenses from the increased number of employees, as well as annual merit increases,~~ partially offset by decreases in bonus ~~accrual~~accruals, and incentives tied to the sales of ~~Loan Production Offices~~SBA loans originated ~~SBA loans.~~at LPOs. The number of full-time equivalent employees was ~~276~~270 at ~~March 31,~~September 30, 2023 compared to ~~256~~274 at ~~March 31,~~September 30, 2022.

Occupancy and equipment increased primarily due to new ~~branch~~branches openings during the second half of 2022. The Company opened three new full-service branches in Dallas and Carrollton, Texas and Palisades Park, New Jersey.

Professional fees increased primarily due to ~~an increase~~increases in internal audit and consulting fees.

Marketing and business promotion expense increased primarily due to an increase in ~~marketing activities.~~advertisements and the Company’s 20th anniversary celebration.

Regulatory assessments increased primarily due to an increase in FDIC assessment rates. The FDIC increased the initial base deposit insurance assessment rate schedules by two basis points beginning in the first quarterly assessment period of 2023.

Other expenses primarily included ~~$124~~$114 thousand and ~~$46~~$174 thousand in loan related expenses, ~~$509~~$565 thousand and ~~$326~~$544 thousand in office expense, and ~~$179~~$206 thousand and ~~$140~~$171 thousand in armed guard expense for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively. For the three months ended ~~March 31,~~September 30, 2022, ~~provision~~reversal for off-balance sheet credit exposures of $2$10 thousand was recorded in other expenses; however, reversal for off-balance sheet credit exposures of ~~$361~~$71 thousand for the three months ended ~~March 31,~~September 30, 2023 was recorded in ~~Reversal~~Provision (Reversal) for Credit Losses on the Consolidated Statements of Income (Unaudited).

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

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


	Nine Months Ended September 30,				Amount Change		Percentage Change
($ in thousands)	2023		2022
Salaries and employee benefits	$	26,175	$	25,177	$	998	4.0	%
Occupancy and equipment	5,779		4,584		1,195		26.1	%
Professional fees	2,189		1,632		557		34.1	%
Marketing and business promotion	1,555		1,426		129		9.0	%
Data processing	1,159		1,272		(113)		(8.9)	%
Director fees and expenses	549		530		19		3.6	%
Regulatory assessments	818		438		380		86.8	%
Other expenses	3,364		2,952		412		14.0	%
Total noninterest expense	$	41,588	$	38,011	$	3,577	9.4	%

Salaries and employee benefits increased primarily due to an increase in salaries, partially offset by decreases in bonus accruals, and incentives tied to the sales of SBA loans originated at LPOs. The number of full-time equivalent employees was 270 at September 30, 2023 compared to 274 at September 30, 2022.

Occupancy and equipment increased primarily due to new branches openings during the second half of 2022. The Company opened three new full-service branches in Dallas and Carrollton, Texas and Palisades Park, New Jersey.

Professional fees increased primarily due to increases in internal audit and consulting fees.

Marketing and business promotion expense increased primarily due to an increase in advertisements and the Company’s 20th anniversary celebration.

Other expenses primarily included $311 thousand and $275 thousand in loan related expenses, $1.6 million and $1.2 million in office expense, and $588 thousand and $461 thousand in armed guard expense for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2022, provision for credit losses on off-balance sheet credit exposures of $28 thousand was recorded in other expenses; however, reversal for credit losses on off-balance sheet credit exposures of $392 thousand for the nine months ended September 30, 2023 was recorded in Provision (Reversal) for Credit Losses on the Consolidated Statements of Income (Unaudited).

Income Tax Expense

4754

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.

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


		March 31, 2023						December 31, 2022							September 30, 2023						December 31, 2022
($ 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	$	111,737	$	100,843	$	(10,894)	$	109,497	$	96,900	$	(12,597)	Residential mortgage-backed securities	$	115,837	$	100,271	$	(15,566)	$	109,497	$	96,900	$	(12,597)
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	27,863		26,655		(1,208)		28,515		26,956		(1,559)		Residential collateralized mortgage obligations	26,303		24,196		(2,107)		28,515		26,956		(1,559)
SBA loan pool securities	SBA loan pool securities	8,891		8,538		(353)		9,704		9,298		(406)		SBA loan pool securities	8,027		7,578		(449)		9,704		9,298		(406)
Municipal bonds	Municipal bonds	4,261		4,270		9		4,262		4,186		(76)		Municipal bonds	3,305		3,076		(229)		4,262		4,186		(76)
Corporate bonds	Corporate bonds	5,000		4,359		(641)		5,000		4,523		(477)		Corporate bonds	5,000		4,097		(903)		5,000		4,523		(477)
Total securities available-for-sale	Total securities available-for-sale	$	157,752	$	144,665	$	(13,087)	$	156,978	$	141,863	$	(15,115)	Total securities available-for-sale	$	158,472	$	139,218	$	(19,254)	$	156,978	$	141,863	$	(15,115)

Total investment securities were ~~$144.7~~$139.2 million at ~~March 31,~~September 30, 2023, ~~an increase~~a decrease of ~~$2.8~~$2.6 million, or ~~2.0%~~1.9%, from $141.9 million at December 31, 2022. The ~~increase~~decrease was primarily due to ~~purchases~~principal paydowns of ~~$4.9~~$14.3 million, net premium amortization of $169 thousand and ~~an increase~~a decrease in fair value of securities available-for-sale of ~~$2.0~~$4.1 million, partially offset by ~~principal paydowns~~purchases of ~~$4.1 million and net premium amortization of $57 thousand.~~$16.0 million.

Municipal and corporate bonds 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 ~~March 31,~~September 30, 2023. 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 did not warrant an ACL as of ~~March 31,~~September 30, 2023.

As of ~~March 31,~~September 30, 2023, the Company recorded no ACL on securities available-for-sale.

4855

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


		March 31, 2023																					September 30, 2023
		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	$	12	0.77	%	$	1,834	1.69	%	$	7,884	1.98	%	$	102,007	2.65	%	$	111,737	2.58	%	Residential mortgage-backed securities	$	11	1.57	%	$	2,045	1.69	%	$	6,289	2.01	%	$	107,492	2.96	%	$	115,837	2.89	%
Residential collateralized mortgage obligations	Residential collateralized mortgage obligations	—		—	%	1,497		4.60	%	6,372		4.96	%	19,994		3.31	%	27,863		3.76	%	Residential collateralized mortgage obligations	—		—	%	1,965		4.14	%	5,543		5.98	%	18,795		3.38	%	26,303		3.98	%
SBA loan pool securities	SBA loan pool securities	—		—	%	204		2.60	%	3,266		3.74	%	5,421		3.32	%	8,891		3.46	%	SBA loan pool securities	—		—	%	544		4.39	%	3,202		3.61	%	4,281		3.92	%	8,027		3.83	%
Municipal bonds	Municipal bonds	958		2.13	%	868		3.26	%	81		3.00	%	2,354		3.53	%	4,261		3.15	%	Municipal bonds	865		3.26	%	81		3.01	%	724		3.50	%	1,635		3.54	%	3,305		3.44	%
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	$	970	2.12	%	$	4,403	3.03	%	$	22,603	3.47	%	$	129,776	2.79	%	$	157,752	2.89	%	Total securities available-for-sale	$	876	3.24	%	$	4,635	3.07	%	$	20,758	3.79	%	$	132,203	3.06	%	$	158,472	3.16	%

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.

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 credit losses on loans.

Loans held-for-sale were ~~$14.4~~$6.7 million at ~~March 31,~~September 30, 2023, a decrease of ~~$8.5~~$16.1 million, or ~~37.1%~~70.7%, from $22.8 million at December 31, 2022. The decrease was primarily due to sales of ~~$27.1~~$61.6 million and pay-offs of nonaccrual commercial and industrial loans of $4.0 million, partially offset by new funding of ~~$22.7~~$49.8 million.

4956

Loans Held-For-Investment and Allowance for Credit Losses

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


		March 31, 2023					January 1, 2023						September 30, 2023					January 1, 2023
($ in thousands)	($ in thousands)	Amount			Percentage to Total		Amount			Percentage to Total		($ in thousands)	Amount			Percentage to Total		Amount			Percentage to Total
Commercial real estate:	Commercial real estate:											Commercial real estate:
Commercial property	Commercial property	$	780,282		37.2	%	$	772,020		37.8	%	Commercial property	$	814,547		37.6	%	$	772,020		37.8	%
Business property	Business property	521,965			24.9	%	526,513			25.7	%	Business property	537,351			24.8	%	526,513			25.7	%
Multifamily	Multifamily	127,012			6.1	%	124,751			6.1	%	Multifamily	132,558			6.1	%	124,751			6.1	%
Construction	Construction	15,930			0.8	%	17,054			0.8	%	Construction	19,246			0.9	%	17,054			0.8	%
Total commercial real estate	Total commercial real estate	1,445,189			69.0	%	1,440,338			70.4	%	Total commercial real estate	1,503,702			69.4	%	1,440,338			70.4	%
Commercial and industrial	Commercial and industrial	267,674			12.8	%	249,250			12.2	%	Commercial and industrial	279,608			12.9	%	249,250			12.2	%
Consumer:	Consumer:											Consumer:
Residential mortgage	Residential mortgage	356,967			17.1	%	333,726			16.3	%	Residential mortgage	363,369			16.8	%	333,726			16.3	%
Other consumer	Other consumer	22,612			1.1	%	22,749			1.1	%	Other consumer	20,926			1.0	%	22,749			1.1	%
Total consumer	Total consumer	379,579			18.2	%	356,475			17.4	%	Total consumer	384,295			17.8	%	356,475			17.4	%
Loans held-for-investment	Loans held-for-investment	$	2,092,442		100.0	%	$	2,046,063		100.0	%	Loans held-for-investment	$	2,167,605		100.1	%	$	2,046,063		100.0	%
Allowance for credit losses on loans	Allowance for credit losses on loans	(24,694)					(26,009)					Allowance for credit losses on loans	(25,599)					(26,009)
Net loans held-for-investment	Net loans held-for-investment	$	2,067,748				$	2,020,054				Net loans held-for-investment	$	2,142,006				$	2,020,054

ACL on loans to loans held-for-investment	ACL on loans to loans held-for-investment	1.18		%			1.27		%			ACL on loans to loans held-for-investment	1.18		%			1.27		%

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


	December 31, 2022
($ in thousands)	Amount			Percentage to Total
Real estate loans:
Commercial property	$	1,288,392		63.0	%
Residential property	333,726			16.3	%
SBA property	134,892			6.6	%
Construction	17,054			0.8	%
Total real estate loans	1,774,064			86.7	%
Commercial and industrial loans:
Commercial term	77,700			3.8	%
Commercial lines of credit	154,142			7.5	%
SBA commercial term	16,211			0.8	%
SBA PPP	1,197			0.1	%
Total commercial and industrial loans	249,250			12.2	%
Other consumer loans	22,749			1.1	%
Loans held-for-investment	$	2,046,063		100.0	%
Allowance for loan losses	(24,942)
Net loans held-for-investment	$	2,021,121

Allowance for loan losses to loans held-for-investment	1.22		%

Loans held-for-investment were ~~$2.09~~$2.17 billion at ~~March 31,~~September 30, 2023, an increase of ~~$46.4~~$121.5 million, or ~~2.3%~~5.9%, from $2.05 billion at December 31, 2022. The increase was primarily due to new funding and advances of ~~$189.6~~$717.0 million and purchases of residential mortgage loans of $15.7 million, partially offset by paydowns and payoffs of ~~$159.0~~$611.2 million.

5057

Allowance for Credit Losses

On January 1, 2023, the Company adopted the provisions of ASC 326 through the application of the modified retrospective transition approach, and recorded a net decrease of $1.9 million to the beginning balance of retained earnings as of January 1, 2023 for the cumulative effect adjustment, reflecting an initial adjustment to the ACL on loans of $1.1 million and the ACL on off-balance sheet credit exposures of $1.6 million, net of related deferred tax assets arising from temporary differences of $788 thousand. The initial adjustment to the ACL is reflective of expected lifetime credit losses associated with the composition of financial assets within in the scope of ASC 326 as of January 1, 2023, as well as management’s current expectation of future economic conditions.

ACL on loans

PD and LGD are forecasted over a one-year time horizon using economic forecast scenarios, which the Company believes is a reasonable and supportable period. Beyond the one-year forecast time horizon, the Company’s ACL model reverts to historical long-term average loss rates over one-year period. The use of reasonable and supportable forecasts requires significant judgment, such as selecting forecast scenarios, as well as determining the appropriate length of the forecast horizon. Management utilizes the economic forecasts provided by the Federal Open Market Committee (“FOMC”) to forecast the first 4 quarters of the credit loss estimate. The FOMC projected national unemployment rate and the projected change in the year-over-year national GDP growth rates over the forward-looking 4 quarters are used in determining the PD rates over the forecasted periods.

~~Allowance for Credit Losses for~~ACL on Off-Balance Sheet Credit Exposures

5158

The following table presents activities in ACL for the periods indicated:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	($ in thousands)	2023		2022			($ in thousands)	2023		2022		2023		2022
ACL on loans	ACL on loans						ACL on loans
Balance at beginning of period	Balance at beginning of period	$	24,942	$	22,381		Balance at beginning of period	$	24,867	$	21,071	$	24,942	$	22,381
Impact of ASC 326 adoption	Impact of ASC 326 adoption	1,067		—			Impact of ASC 326 adoption	—		—		1,067		—
Charge-offs	Charge-offs	—		(12)			Charge-offs	(112)		(1,112)		(119)		(1,171)
Recoveries	Recoveries	1,102		20			Recoveries	22		49		1,147		98
Reversal for credit losses on loans		(2,417)		(1,191)
Provision (reversal) for credit losses on loans							Provision (reversal) for credit losses on loans	822		3,753		(1,438)		2,453
Balance at end of period	Balance at end of period	$	24,694	$	21,198		Balance at end of period	$	25,599	$	23,761	$	25,599	$	23,761
ACL on off-balance sheet credit exposures	ACL on off-balance sheet credit exposures						ACL on off-balance sheet credit exposures
Balance at beginning of period	Balance at beginning of period	$	299	$	214		Balance at beginning of period	$	1,585	$	252	$	299	$	214
Impact of ASC 326 adoption	Impact of ASC 326 adoption	1,607		—			Impact of ASC 326 adoption	—		—		1,607		—
Provision (reversal) for credit losses on off-balance sheet credit exposure	Provision (reversal) for credit losses on off-balance sheet credit exposure	(361)		2			Provision (reversal) for credit losses on off-balance sheet credit exposure	(71)		(10)		(392)		28
Balance at end of period	Balance at end of period	$	1,545	$	216		Balance at end of period	$	1,514	$	242	$	1,514	$	242

ASC 326 adoption required additional ACL on both loans and off-balance sheet credit exposures primarily due to an increase in the quantitatively measured ACL under ~~the~~ ASC 326 because the incurred loss model under the legacy ASC 450 and ASC 310 measures inherent losses in the loan portfolio on a 1-year loss horizon basis, while CECL measures losses on "prepayment adjusted life of the loans" basis. In addition, historical loss rates used in legacy incurred loss model were low due to the Company's low loss rates in recent years, while the Company leverages peer group loss information under CECL.

The increase in ACL for the three months ended September 30, 2023 was primarily due to an increase in loans held-for-investment and the update of prepayment and principal curtailment rate assumptions. The decrease in ACL ~~at March 31,~~for the nine months ended September 30, 2023 was primarily due to the decrease in the ~~qualitative~~quantitative adjustment factors from ~~net recoveries and credit quality~~ improvements ~~during~~in the three months ended March 31, 2023; however, quantitatively measured ACL increased primarily due to the recent FOMC projections of national unemployment rate and GDP growth rate published in March 2023.

economic forecasts.

5259

The following tables present net charge-offs (recoveries) as a percentage to the average loan held-for-investment balances in each of the loan segments for the periods indicated:


		Three Months Ended March 31, 2023						Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023

($ in thousands)	($ in thousands)	Average Balance		Net Charge-Offs (Recoveries)		Percentage			($ in thousands)	Average Balance		Net Charge-Offs (Recoveries)		Percentage		Average Balance		Net Charge-Offs (Recoveries)		Percentage
Commercial real estate:	Commercial real estate:								Commercial real estate:
Commercial property	Commercial property	$	771,809	$	—	—	%		Commercial property	$	797,245	$	—	—	%	$	782,088	$	—	—	%
Business property	Business property	524,396		(5)		(0.01)	%		Business property	538,583		(2)		0.01	%	530,820		(4)		(0.01)	%
Multifamily	Multifamily	125,129		—		—	%		Multifamily	129,193		—		—	%	125,909		—		—	%
Construction	Construction	17,831		—		—	%		Construction	17,993		—		—	%	17,428		—		—	%
Total commercial real estate	Total commercial real estate	1,439,166		(5)		(0.01)	%		Total commercial real estate	1,483,013		(2)		0.01	%	1,456,246		(4)		(0.01)	%
Commercial and industrial	Commercial and industrial	249,913		(1,085)		(1.74)	%		Commercial and industrial	256,553		37		0.06	%	252,795		(1,055)		(0.56)	%
Consumer:	Consumer:								Consumer:
Residential mortgage	Residential mortgage	336,263		—		—	%		Residential mortgage	359,156		—		—	%	351,988		—		—	%
Other consumer	Other consumer	22,545		(12)		(0.21)	%		Other consumer	21,676		55		1.01	%	22,154		31		0.19	%
Total consumer	Total consumer	358,808		(12)		(0.01)	%		Total consumer	380,832		55		0.06	%	374,142		31		0.01	%
Total	Total	$	2,047,886	$	(1,102)	(0.22)	%		Total	$	2,120,398	$	90	0.01	%	$	2,083,183	$	(1,028)	(0.07)	%


		Three Months Ended March 31, 2022							Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022

($ in thousands)	($ in thousands)	Average Balance		Net Charge-Offs (Recoveries)		Percentage		($ in thousands)	Average Balance		Net Charge-Offs (Recoveries)		Percentage		Average Balance		Net Charge-Offs (Recoveries)		Percentage
Real estate loans:	Real estate loans:							Real estate loans:
Commercial property	Commercial property	$	1,130,889	$	—	—	%	Commercial property	$	1,224,725	$	—	—	%	$	1,177,792	$	—	—	%
Residential property	Residential property	208,969		—		—	%	Residential property	278,009		—		—	%	241,906		—		—	%
SBA property	SBA property	117,242		—		—	%	SBA property	117,844		—		—	%	116,063		—		—	%
Construction	Construction	9,050		—		—	%	Construction	13,340		—		—	%	10,928		—		—	%
Total real estate loans	Total real estate loans	1,466,150		—		—	%	Total real estate loans	1,633,918		—		—	%	1,546,689		—		—	%
Commercial and industrial loans:	Commercial and industrial loans:							Commercial and industrial loans:
Commercial term	Commercial term	72,378		(2)		(0.01)	%	Commercial term	75,548		(2)		(0.01)	%	73,171		(6)		(0.01)	%
Commercial lines of credit	Commercial lines of credit	99,758		—		—	%	Commercial lines of credit	120,934		1,074		3.55	%	110,338		1,074		1.30	%
SBA commercial term	SBA commercial term	15,465		(3)		(0.08)	%	SBA commercial term	16,516		(15)		(0.36)	%	16,480		(17)		(0.14)	%
SBA PPP	SBA PPP	42,244		—		—	%	SBA PPP	1,409		—		—	%	17,916		—		—	%
Total commercial and industrial loans	Total commercial and industrial loans	229,845		(5)		(0.01)	%	Total commercial and industrial loans	214,407		1,057		1.97	%	217,905		1,051		0.64	%
Other consumer loans	Other consumer loans	21,302		(3)		(0.06)	%	Other consumer loans	22,557		6		0.11	%	21,829		22		0.13	%
Total	Total	1,717,297		(8)		(0.01)	%	Total	$	1,870,882	$	1,063	0.23	%	$	1,786,423	$	1,073	0.08	%

5360

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)	March 31, 2023			December 31, 2022			Amount Change		Percentage Change		($ in thousands)	September 30, 2023			December 31, 2022			Amount Change		Percentage Change
Nonaccrual loans held-for-investment	Nonaccrual loans held-for-investment											Nonaccrual loans held-for-investment
Commercial real estate:	Commercial real estate:											Commercial real estate:
Commercial property (1)	Commercial property (1)	$	—		$	2,400		N/A		N/A		Commercial property (1)	$	—		$	2,400		N/A		N/A
SBA property (1)	SBA property (1)	—			585			N/A		N/A		SBA property (1)	—			585			N/A		N/A

Commercial property												Commercial property	686			N/A			N/A		N/A
Business property	Business property	2,904			N/A			N/A		N/A		Business property	2,964			N/A			N/A		N/A

Total commercial real estate	Total commercial real estate	2,904			2,985			(81)		(2.7)	%	Total commercial real estate	3,650			2,985			665		22.3	%
Commercial and industrial	Commercial and industrial	11			—			11		—	%	Commercial and industrial	72			—			72		—	%
Consumer:	Consumer:											Consumer:
Residential mortgage	Residential mortgage	—			372			(372)		(100.0)	%	Residential mortgage	—			372			(372)		(100.0)	%
Other consumer	Other consumer	45			3			42		1,400.0	%	Other consumer	8			3			5		166.7	%
Total consumer	Total consumer	45			375			(330)		(88.0)	%	Total consumer	8			375			(367)		(97.9)	%
Total nonaccrual loans held-for-investment	Total nonaccrual loans held-for-investment	2,960			3,360			(400)		(11.9)	%	Total nonaccrual loans held-for-investment	3,730			3,360			370		11.0	%
Loans past due 90 days or more still on accrual	Loans past due 90 days or more still on accrual	—			—			—		—	%	Loans past due 90 days or more still on accrual	—			—			—		—	%
Nonperforming loans held-for-investment	Nonperforming loans held-for-investment	2,960			3,360			(400)		(11.9)	%	Nonperforming loans held-for-investment	3,730			3,360			370		11.0	%
Nonperforming loans held-for-sale	Nonperforming loans held-for-sale	—			4,000			(4,000)		(100.0)	%	Nonperforming loans held-for-sale	—			4,000			(4,000)		(100.0)	%
Total nonperforming loans	Total nonperforming loans	2,960			7,360			(4,400)		(59.8)	%	Total nonperforming loans	3,730			7,360			(3,630)		(49.3)	%
Other real estate owned	Other real estate owned	—			—			—		—	%	Other real estate owned	—			—			—		—	%
Nonperforming assets	Nonperforming assets	$	2,960		$	7,360		$	(4,400)	(59.8)	%	Nonperforming assets	$	3,730		$	7,360		$	(3,630)	(49.3)	%

Nonaccrual loans held-for-investment to loans held-for-investment	Nonaccrual loans held-for-investment to loans held-for-investment	0.14		%	0.16		%					Nonaccrual loans held-for-investment to loans held-for-investment	0.17		%	0.16		%
Nonperforming assets to total assets	Nonperforming assets to total assets	0.12		%	0.30		%					Nonperforming assets to total assets	0.15		%	0.30		%
ACL on loans to nonaccrual loans held-for-investment	ACL on loans to nonaccrual loans held-for-investment	834.26		%	742.32		%					ACL on loans to nonaccrual loans held-for-investment	686.30		%	742.32		%

(1) Under the legacy loan segments and these loans are business property loans under the new loan segments.

The ~~decrease~~increase in nonaccrual loans held-for-investment was primarily due to ~~paydowns and payoffs of $455 thousand, partially offset by~~ loans placed on nonaccrual status of ~~$55 thousand~~$1.6 million partially offset by paydowns and payoffs of $1.2 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2023. Nonperforming loans held-for-sale of $4.0 million at December 31, 2022 were paid off during the three months ended March 31, 2023.

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 ~~$68~~$91 thousand and $253 thousand would have been recorded during the three and nine months ended ~~March 31,~~September 30, 2023, respectively, had these loans been paid in accordance with their original terms throughout the periods indicated.

5461

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)	March 31, 2023		December 31, 2022		Amount Change		Percentage Change		($ in thousands)	September 30, 2023		December 31, 2022		Amount Change		Percentage Change
Noninterest-bearing demand deposits	Noninterest-bearing demand deposits	$	653,970	$	734,989	$	(81,019)	(11.0)	%	Noninterest-bearing demand deposits	$	611,021	$	734,989	$	(123,968)	(16.9)	%
Interest-bearing deposits:	Interest-bearing deposits:									Interest-bearing deposits:
Savings	Savings	7,584		8,579		(995)		(11.6)	%	Savings	6,846		8,579		(1,733)		(20.2)	%
NOW	NOW	15,696		11,405		4,291		37.6	%	NOW	16,076		11,405		4,671		41.0	%
Retail money market accounts	Retail money market accounts	436,906		494,749		(57,843)		(11.7)	%	Retail money market accounts	436,115		494,749		(58,634)		(11.9)	%
Brokered money market accounts	Brokered money market accounts	1		8		(7)		(87.5)	%	Brokered money market accounts	1		8		(7)		(87.5)	%
Retail time deposits of:	Retail time deposits of:									Retail time deposits of:
$250,000 or less	$250,000 or less	356,049		295,354		60,695		20.5	%	$250,000 or less	406,407		295,354		111,053		37.6	%
More than $250,000	More than $250,000	454,464		353,876		100,588		28.4	%	More than $250,000	454,406		353,876		100,530		28.4	%

Brokered time deposits	Brokered time deposits	157,019		87,023		69,996		80.4	%	Brokered time deposits	201,257		87,023		114,234		131.3	%
Time deposits from California State Treasurer	Time deposits from California State Treasurer	60,000		60,000		—		—	%	Time deposits from California State Treasurer	60,000		60,000		—		—	%
Total interest-bearing deposits	Total interest-bearing deposits	1,487,719		1,310,994		176,725		13.5	%	Total interest-bearing deposits	1,581,108		1,310,994		270,114		20.6	%
Total deposits	Total deposits	$	2,141,689	$	2,045,983	$	95,706	4.7	%	Total deposits	$	2,192,129	$	2,045,983	$	146,146	7.1	%

Total deposits not covered by deposit insurance	Total deposits not covered by deposit insurance	$	1,019,689	$	1,062,111	(42,422)		(4.0)	%	Total deposits not covered by deposit insurance	$	983,851	$	1,062,111	(78,260)		(7.4)	%
Time deposits not covered by deposit insurance	Time deposits not covered by deposit insurance	$	355,728	$	293,951	61,777		21.0	%	Time deposits not covered by deposit insurance	$	359,188	$	293,951	65,237		22.2	%

The decrease in noninterest-bearing demand deposits was primarily due to strong deposit market competition and the migration of noninterest-bearing demand deposits to ~~money market accounts and time~~interest-bearing deposits attributable to the rising market rates. To retain existing and attract new customers, the Bank offers competitive rates on deposit products in the rising interest rate environment.

The increase in retail time deposits was primarily due to new accounts of ~~$300.3~~$469.0 million and renewals of the matured accounts of ~~$117.4~~$291.3 million, partially offset by matured and closed accounts of ~~$263.4~~$565.8 million.

As of ~~March 31,~~September 30, 2023 and December 31, 2022, total deposits were comprised of ~~30.5%~~27.9% and 35.9%, respectively, of noninterest-bearing demand accounts, ~~21.5%~~20.9% and 25.2%, respectively, of savings, NOW and money market accounts, and ~~48.0%~~51.2% and 38.9%, respectively, of time deposits.

Deposits from certain officers, directors and their related interests with which they are associated held by the Company were ~~$2.3~~$3.4 million and $2.8 million, respectively, at ~~March 31,~~September 30, 2023 and December 31, 2022.

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


($ in thousands)	($ in thousands)	Three Months or Less		Three to Six Months		Six Months to One Year		Over One Year		Total		($ in thousands)	Three Months or Less		Three to Six Months		Six Months to One Year		Over One Year		Total
March 31, 2023
September 30, 2023												September 30, 2023
Time deposits of $250,000 or less	Time deposits of $250,000 or less	$	136,419	$	61,518	$	310,484	$	4,647	$	513,068	Time deposits of $250,000 or less	$	235,285	$	192,030	$	177,798	$	2,551	$	607,664
Time deposits of more than $250,000	Time deposits of more than $250,000	106,202		53,475		351,564		3,223		514,464		Time deposits of more than $250,000	214,171		205,773		91,922		2,540		514,406
Total	Total	$	242,621	$	114,993	$	662,048	$	7,870	$	1,027,532	Total	$	449,456	$	397,803	$	269,720	$	5,091	$	1,122,070
Not covered by deposit insurance	Not covered by deposit insurance	$	87,806	$	44,509	$	220,536	$	2,877	$	355,728	Not covered by deposit insurance	$	158,260	$	141,304	$	57,779	$	1,845	$	359,188
December 31, 2022	December 31, 2022											December 31, 2022
Time deposits of $250,000 or less	Time deposits of $250,000 or less	$	71,740	$	71,808	$	229,127	$	9,702	$	382,377	Time deposits of $250,000 or less	$	71,740	$	71,808	$	229,127	$	9,702	$	382,377
Time deposits of more than $250,000	Time deposits of more than $250,000	137,312		35,812		239,257		1,495		413,876		Time deposits of more than $250,000	137,312		35,812		239,257		1,495		413,876
Total	Total	$	209,052	$	107,620	$	468,384	$	11,197	$	796,253	Total	$	209,052	$	107,620	$	468,384	$	11,197	$	796,253
Not covered by deposit insurance	Not covered by deposit insurance	$	112,437	$	26,749	$	153,209	$	1,556	$	293,951	Not covered by deposit insurance	$	112,437	$	26,749	$	153,209	$	1,556	$	293,951

5562

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 ~~$336.8~~$341.9 million at ~~March 31,~~September 30, 2023, an increase of ~~$1.4~~$6.4 million, or ~~0.4%~~1.9%, from $335.4 million at December 31, 2022. The increase was primarily due to net income of ~~$10.3 million, a decrease in accumulated other comprehensive loss of $1.4~~$24.8 million and cash proceeds from exercise of stock options of ~~$450 thousand,~~$1.3 million, partially offset by dividends declared on common stock of ~~$2.2~~$7.3 million, stock repurchase of ~~$6.8~~$7.9 million, ~~and~~ a cumulative effect adjustment upon adoption of ASC 326 of $1.9 million, and an increase in accumulated other comprehensive loss of $2.9 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~~requirements under the ~~definition of a~~Federal Reserve’s “Small Bank Holding ~~Company.”~~Company” policy. At such time as the Company reaches the $3 billion asset level, it will again be subject to capital ~~measurements~~requirements 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 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		PCB Bank		Minimum Regulatory Requirements		Well Capitalized Requirements (Bank)			PCB Bancorp		PCB Bank		Minimum Regulatory Requirements		Well Capitalized Requirements (Bank)
March 31, 2023
September 30, 2023										September 30, 2023
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	13.09	%	16.03	%	4.5	%	6.5	%	Common tier 1 capital (to risk-weighted assets)	13.07	%	15.87	%	4.5	%	6.5	%
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	17.61	%	17.27	%	8.0	%	10.0	%	Total capital (to risk-weighted assets)	17.48	%	17.11	%	8.0	%	10.0	%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	16.37	%	16.03	%	6.0	%	8.0	%	Tier 1 capital (to risk-weighted assets)	16.24	%	15.87	%	6.0	%	8.0	%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	13.90	%	13.62	%	4.0	%	5.0	%	Tier 1 capital (to average assets)	13.76	%	13.44	%	4.0	%	5.0	%
December 31, 2022	December 31, 2022									December 31, 2022
Common tier 1 capital (to risk-weighted assets)	Common tier 1 capital (to risk-weighted assets)	13.29	%	16.30	%	4.5	%	6.5	%	Common tier 1 capital (to risk-weighted assets)	13.29	%	16.30	%	4.5	%	6.5	%
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	17.83	%	17.52	%	8.0	%	10.0	%	Total capital (to risk-weighted assets)	17.83	%	17.52	%	8.0	%	10.0	%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	16.62	%	16.30	%	6.0	%	8.0	%	Tier 1 capital (to risk-weighted assets)	16.62	%	16.30	%	6.0	%	8.0	%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	14.33	%	14.05	%	4.0	%	5.0	%	Tier 1 capital (to average assets)	14.33	%	14.05	%	4.0	%	5.0	%

The Company and the Bank’s capital conservation buffer was ~~8.59%~~8.57% and ~~9.27%~~9.11%, respectively, as of ~~March 31,~~September 30, 2023, and 8.79% and 9.52%, respectively, as of December 31, 2022.

5663

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. The ECIP investment ~~is treated~~qualifies as tier 1 capital for purposes of the bank regulatory capital ~~treatment.~~requirements.

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.

Stock ~~Repurchase~~Repurchases

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 following table presents a summary of the Company’s liquidity position as of the dates indicated:


($ in thousands)	($ in thousands)	March 31, 2023			December 31, 2022			Amount Change		Percentage Change		($ in thousands)	September 30, 2023			December 31, 2022			Amount Change		Percentage Change
Cash and cash equivalents	Cash and cash equivalents	$	190,519		$	147,031		$	43,488	29.6	%	Cash and cash equivalents	$	192,350		$	147,031		$	45,319	30.8	%
Cash and cash equivalents to total assets	Cash and cash equivalents to total assets	7.6		%	6.1		%					Cash and cash equivalents to total assets	7.5		%	6.1		%

Available borrowing capacity:	Available borrowing capacity:											Available borrowing capacity:
FHLB advances	FHLB advances	$	604,999		$	561,745		43,254		7.7	%	FHLB advances	$	639,072		$	561,745		77,327		13.8	%
Federal Reserve Discount Window	Federal Reserve Discount Window	29,776			23,902			5,874		24.6	%	Federal Reserve Discount Window	490,633			23,902			466,731		1,952.7	%
Overnight federal funds lines	Overnight federal funds lines	65,000			65,000			—		—	%	Overnight federal funds lines	65,000			65,000			—		—	%
Total	Total	$	699,775		$	650,647		$	49,128	7.6	%	Total	$	1,194,705		$	650,647		$	544,058	83.6	%
Total available borrowing capacity to total assets	Total available borrowing capacity to total assets	28.0		%	26.9		%					Total available borrowing capacity to total assets	46.5		%	26.9		%

During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, the Company increased cash and cash equivalents by ~~$43.5~~$45.3 million, or ~~29.6%~~30.8%, to ~~$190.5~~$192.4 million and available borrowing capacity by ~~$49.1~~$544.1 million, or ~~7.6%~~83.6%, to ~~$699.8 million.~~$1.19 billion. As of ~~March 31,~~September 30, 2023, the Company's cash and cash equivalents and available borrowing capacity cover approximately ~~87.3%~~141.0% of deposits not covered by ~~deposits~~deposit insurance compared to 75.1% at December 31, 2022. During the three months ended September 30, 2023, the Company began participating in the Borrower-in Custody Program with Federal Reserve that provides additional borrowing capacity.

The Company also maintains relationships in the capital markets with brokers and dealers to issue time deposits and money market accounts.

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.

5865

Off-Balance Credit Exposures and Contractual Obligations

Off-Balance Sheet Credit Exposures

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:


		March 31, 2023				December 31, 2022					September 30, 2023				December 31, 2022
($ 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	$	2,142	$	277,223	$	3,117	$	251,178	Unused lines of credit	$	2,219	$	280,122	$	3,117	$	251,178
Unfunded loan commitments	Unfunded loan commitments	399		40,359		692		38,486		Unfunded loan commitments	762		49,595		692		38,486
Standby letters of credit	Standby letters of credit	3,018		1,901		2,989		1,901		Standby letters of credit	4,138		1,786		2,989		1,901
Commercial letters of credit	Commercial letters of credit	—		481		—		502		Commercial letters of credit	—		160		—		502
Total	Total	$	5,559	$	319,964	$	6,798	$	292,067	Total	$	7,119	$	331,663	$	6,798	$	292,067

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
March 31, 2023
September 30, 2023												September 30, 2023
Time deposits	Time deposits	$	1,019,662	$	7,680	$	190	$	—	$	1,027,532	Time deposits	$	1,116,979	$	4,878	$	213	$	—	$	1,122,070

Operating leases	Operating leases	2,337		2,514		1,106		769		6,726		Operating leases	1,732		2,795		1,243		616		6,386
Total	Total	$	1,021,999	$	10,194	$	1,296	$	769	$	1,034,258	Total	$	1,118,711	$	7,673	$	1,456	$	616	$	1,128,456
December 31, 2022	December 31, 2022											December 31, 2022
Time deposits	Time deposits	$	785,056	$	11,046	$	151	$	—	$	796,253	Time deposits	$	785,056	$	11,046	$	151	$	—	$	796,253
FHLB advances	FHLB advances	20,000		—		—		—		20,000		FHLB advances	20,000		—		—		—		20,000
Operating leases	Operating leases	2,718		2,484		1,282		845		7,329		Operating leases	2,718		2,484		1,282		845		7,329
Total	Total	$	807,774	$	13,530	$	1,433	$	845	$	823,582	Total	$	807,774	$	13,530	$	1,433	$	845	$	823,582

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.

5966

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 ~~London Interbank Offered~~Secured Overnight Financing Rate (“~~LIBOR”~~SOFR”) (basis risk).

The Company’s Board ~~ALCO~~Asset Liability Committee (“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~~The Company also has a Management ALCO, which is comprised of the senior management team and the Chief Executive Officer, to proactively monitor interest rate 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”). 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 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.

Simulation results are highly dependent on input assumptions. To the extent the actual behavior is different from the assumption used in the models, there could be material changes in results. The assumptions applied in the model are documented, supported, and periodically back-tested to assess the reasonableness and effectiveness. The Company makes appropriate changes to the model as needed and these changes are reviewed by ALCO. The Company also continuously validates the model, methodology and results. Scenario results do not reflect strategies that the management could employ to limit the impact of changing interest rate expectations.

6067

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 as of the dates indicated, but without giving effect to any steps that management might take to counteract that ~~change as of the dates indicated:~~change:


		March 31, 2023				December 31, 2022					September 30, 2023				December 31, 2022
Simulated Rate Changes	Simulated Rate Changes	Net Interest Income Sensitivity		Economic Value of Equity Sensitivity		Net Interest Income Sensitivity		Economic Value of Equity Sensitivity		Simulated Rate Changes	Net Interest Income Sensitivity		Economic Value of Equity Sensitivity		Net Interest Income Sensitivity		Economic Value of Equity Sensitivity

+200	+200	7.0	%	(1.3)	%	6.9	%	(0.5)	%	+200	3.0	%	(7.8)	%	6.9	%	(0.5)	%
+100	+100	3.7	%	—	%	3.6	%	0.3	%	+100	1.6	%	(3.6)	%	3.6	%	0.3	%
-100	-100	(4.6)	%	(1.0)	%	(4.6)	%	(1.5)	%	-100	(2.5)	%	2.9	%	(4.6)	%	(1.5)	%

~~On March 22,~~On July 26, 2023, the Federal Reserve raised the upper range of the Fed Funds Target Rate to ~~5.00%~~5.50%. On September 20, 2023, the Federal Reserve decided to ~~address continuing concerns about inflation.~~maintain the upper range of the Fed Funds Target Rate at 5.50%. Holding the target range steady at the September meeting allows the Committee to assess additional information and its implications for monetary policy. The Federal Reserve noted that it remains highly attentive to inflation risk. The ~~market estimates~~FOMC dot plot released alongside the September 20 release showed that 12 member sees one more rate increase by the ~~Federal Reserve will likely raise~~end of 2023 while 7 members wanted to keep rates at current level through end of 2023. For 2024, the ~~upper range~~updated dot plot suggest a rate of approximately 5%, which is an increase from the ~~Fed Funds Target Rate to 5.25% during the Federal Reserve’s upcoming meeting on May 2023.~~June dot for 2024 of approximately 4.5%, suggesting that FOMC members are sticking with their “higher for longer” view.

As of ~~March 31,~~September 30, 2023, the Company’s net interest income sensitivity results exhibit an asset sensitive profile. Net interest income is expected to increase when interest rates rise, as the Company has a large proportion of variable rate loans in its loan portfolio, primarily linked to Prime indices, that are sensitive to changes in short-term interest rates. The Company’s deposit portfolio is also sensitive to changes in short-term interest rates, even though a large portion of its deposit mix is composed of non-maturity deposits that are not directly tied to short-term interest rate indices. The modeled results are highly sensitive to reinvestment yield and deposit beta assumptions. Actual results in net interest income during a period of rising interest rates may vary from the Company’s net interest income sensitivity results, as the actual result reflects earnings asset growth and deposit mix changes based on customer preferences relative to the interest rate environment.

The Company’s EVE sensitivity reflects a slightly liability sensitive profile due to the continuing deposit mix shift from non-maturity deposits to time deposits. Due to the uncertainty of the current economic forecast, and timing and direction of future interest rate movements, actual result may vary from the Company’s EVE sensitivity results.

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 ~~March 31,~~September 30, 2023 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 ~~March 31,~~September 30, 2023, 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

As of January 1, 2023, the Company adopted the CECL model under ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The Company made changes to the loan loss reserve policies, processes and controls and incorporated new policies, process and controls over the estimation of ACL as a result. New controls were established over the review of PD and LGD model to calculate cash flows, economic forecasting projections and historical loss rate model provided by an independent third party. There has been no other changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) during the fiscal quarter ended ~~March 31,~~September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

6168

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 ~~March 31,~~September 30, 2023. 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 December 16, 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. The Bank had answered, responded, and will continue to 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.

6269

Item 1A - Risk Factors

Management is not aware of any material changes, other than the noted above and included below, 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, 2022. 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, 2022, 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.

Recent negative developments affecting the banking industry, and resulting media coverage, have eroded customer and investor confidence in the banking system.

The recent high-profile bank failures involving Silicon Valley Bank, Signature Bank and First Republic Bank have generated significant market volatility among publicly traded bank holding companies and, in particular, regional and community banks like the Company. These market developments have negatively impacted customer confidence in the safety and soundness of regional and community banks. As a result, customers may choose to maintain deposits with larger financial institutions or invest in higher yielding short-term fixed income securities, all of which could materially adversely impact the Company’s liquidity, loan funding capacity, net interest margin, capital and results of operations. While the Department of the Treasury, the Federal Reserve, and the FDIC have made statements ensuring that depositors of these recently failed banks would have access to their deposits, including uninsured deposit accounts, there is no guarantee that such actions will be successful in restoring customer confidence in regional and community banks and the banking system more broadly. Additionally, these recent events have, and could continue to, adversely impact the market price and volatility of the Company’s common stock independent from the Company’s actual underlying financial performance.

Any regulatory examination scrutiny or new regulatory requirements arising from the recent events in the banking industry could increase the Company’s expenses and affect the Company’s operations.

The Company also anticipates increased regulatory scrutiny – in the course of routine examinations and otherwise – and new regulations directed towards banks of similar size to the Bank, designed to address the recent negative developments in the banking industry, all of which may increase the Company’s costs of doing business and reduce its profitability. Among other things, there may be an increased focus by both regulators and investors on deposit composition and the level of uninsured deposits. As primarily a commercial bank, the Bank has a high degree of uninsured deposits compared to larger national banks or smaller community banks with a stronger focus on retail deposits. As a result, the Bank could face increased scrutiny or be viewed as higher risk by regulators and the investor community.

6370

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

There were no unregistered sales of equity securities during the three months ended ~~March 31,~~September 30, 2023.

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 8 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 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 January 1, 2023 to January 31, 2023 62,852 $ 17.94 62,852 322,529
From February 1, 2023 to February 28, 2023 166,141 18.57 166,141 156,388
From March 1, 2023 to March 31, 2023 156,388 16.83 156,388 —
Total 385,381 $ 17.76 385,381


($ 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, 2023 to July 31, 2023	—	$	—	—	—
From August 1, 2023 to August 31, 2023	34,812	15.72		34,812	685,188
From September 1, 2023 to September 30, 2023	32,390	15.78		32,390	652,798
Total	67,202	$	15.75	67,202

Item 3 - Defaults Upon Senior Securities

None.

Item 4 - Mine Safety Disclosures

Not applicable.

Item 5 - Other Information

~~None~~On November 6, 2023, the Company notified The Nasdaq Stock Market (“Nasdaq”) of its inadvertent noncompliance with Nasdaq’s audit committee composition requirements set forth in Nasdaq Rule 5605(c), which requires, among other things, an audit committee to consist of at least three members, each of whom is independent under the standards applicable to audit committee members. On October 12, 2023, the Company’s management determined that Haeyoung Cho, a director of the Company who was then a member of the Audit Committee of the Board of Directors, did not satisfy the independence requirements for audit committee membership under Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 and Nasdaq Rule 5605(c) because she receives consulting fees from the Company. Under Rule 10A-3(b)(1), a director may not be deemed independent for purposes of serving on a company’s audit committee if the director receives any consulting fees. Ms. Cho earns consulting fees of $60,000 per year pursuant to a consulting agreement with the Bank. To address this matter, on October 25, 2023, Ms. Cho resigned from the Audit Committee, leaving the committee with three independent members and satisfying the requirements of Nasdaq Rule 5605(c). Accordingly, the Company now complies with Rule 10A-3(b)(1) under the Securities Exchange Act and Nasdaq Rule 5605(c). At all times that Ms. Cho served on the Audit Committee, the decisions of the Audit Committee were approved by all of the members who met the heightened audit committee independence standards.

The notification to Nasdaq was made in accordance with Nasdaq Rule 5625, which requires a company with common stock listed on Nasdaq to report any noncompliance with Nasdaq’s Rule 5600 Series. This disclosure does not constitute an admission that the inadvertent noncompliance is material.

6471

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
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
10-Q 001-38621 4.2 August 4, 2022
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)*

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

10-Q

001-38621

4.2

August 4, 2022

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

2023 Equity Based Compensation Plan

S-8

333-272874

4.1

June 23, 2023

10.3

Form of Stock Option Award Agreement under 2023 Equity Based Compensation Plan

8-K

001-38621

10.1

July 27, 2023

10.4

Form of Restricted Stock Award Agreement under 2023 Equity Based Compensation Plan

8-K

001-38621

10.2

July 27, 2023

10.5

2013 Equity Based Compensation Plan, as amended

S-1

333-226208

10.2

July 17, 2018

10.6

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

S-1

333-226208

10.3

July 17, 2018

10.7

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

S-1

333-226208

10.4

July 17, 2018

10.8

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

6572

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:	~~May 9,~~November 8, 2023	/s/ Henry Kim
		Henry Kim
		President and Chief Executive Officer (Principal Executive Officer)

Date:	~~May 9,~~November 8, 2023	/s/ Timothy Chang
		Timothy Chang
		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

6673


($ in thousands)	Interest Only		Total		Percentage to Each Loan Segment






Commercial and industrial	$	11	$	11	0.1	%




Total	$	11	$	11	0.1	%