Bank of Commerce (BOCH) 10-Q 2021 Q2 Quarterly report

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 June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-25135

Bank of Commerce Holdings

California	94-2823865
(State or jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
555 Capitol Mall, Suite 1255, Sacramento, California	95814
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 421-2575

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BOCH	NASDAQ

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 (§ 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, 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 ☒ 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 ☒

Outstanding shares of Common Stock, no par value, as of July 26, 2021: 16,894,391

1

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Index to Form 10-Q

Part I. FINANCIAL INFORMATION
	Item 1. Financial Statements	3
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	39
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	73
	Item 4. Controls and Procedures	73
Part II. OTHER INFORMATION
	Item 1. Legal Proceedings	74
	Item 1A. Risk Factors	74
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	74
	Item 3. Defaults Upon Senior Securities	74
	Item 4. Mine Safety Disclosures	74
	Item 5. Other Information	74
	Item 6. Exhibits	74
SIGNATURES		75

2

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets (Unaudited)

	June 30,			December 31,
(Amounts in thousands, except share information)	2021			2020
Assets:
Cash and due from banks	$	21,011		$	19,875
Interest-bearing deposits in other banks		156,107			87,111
Total cash and cash equivalents		177,118			106,986
Securities available-for-sale, at fair value		579,664			446,880
Loans, net of deferred fees and costs		1,091,296			1,139,961
Allowance for loan and lease losses		(17,194	)		(16,910	)
Net loans		1,074,102			1,123,051
Premises and equipment, net		14,514			14,999
Life insurance		24,462			24,206
Deferred tax asset, net		5,234			3,954
Goodwill		11,671			11,671
Other intangible assets, net		3,661			4,044
Other assets		26,727			28,163
Total assets	$	1,917,153		$	1,763,954
Liabilities and shareholders' equity:
Liabilities:
Demand - noninterest-bearing	$	627,911		$	541,033
Demand - interest-bearing		306,565			290,251
Money market		463,639			425,121
Savings		162,325			150,695
Certificates of deposit		136,898			135,679
Total deposits		1,697,338			1,542,779
Term debt:
Federal Home Loan Bank of San Francisco ("FHLB") borrowings		0			5,000
Other borrowings		10,000			10,000
Net term debt		10,000			15,000
Junior subordinated debentures		10,310			10,310
Other liabilities		17,368			18,163
Total liabilities		1,735,016			1,586,252
Commitments and contingencies (Note 7)
Shareholders' equity:
Common stock, no par value, 50,000,000 shares authorized: issued and outstanding -16,895,783 as of June 30, 2021 and 16,800,662 as of December 31, 2020		59,422			58,988
Retained earnings		118,276			111,226
Accumulated other comprehensive income, net of tax		4,439			7,488
Total shareholders' equity		182,137			177,702
Total liabilities and shareholders' equity	$	1,917,153		$	1,763,954

See accompanying notes to consolidated financial statements.

3

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Consolidated Statements of Income (Unaudited)

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
(Amounts in thousands, except per share information)	2021		2020		2021		2020
Interest income:
Interest and fees on loans	$	12,429	$	13,224	$	25,644	$	25,562
Interest on taxable securities		1,697		1,329		3,182		2,911
Interest on tax-exempt securities		575		423		1,086		694
Interest on interest-bearing deposits in other banks		27		21		56		175
Total interest income		14,728		14,997		29,968		29,342
Interest expense:
Interest on demand - interest-bearing		55		85		113		185
Interest on money market		180		317		375		720
Interest on savings		41		95		89		213
Interest on certificates of deposit		303		467		641		931
Interest on FHLB		0		5		0		5
Interest on other borrowings		138		184		275		368
Interest on junior subordinated debentures		47		61		93		151
Total interest expense		764		1,214		1,586		2,573
Net interest income		13,964		13,783		28,382		26,769
Provision for loan and lease losses		0		1,300		0		4,150
Net interest income after provision for loan and lease losses		13,964		12,483		28,382		22,619
Noninterest income:
Service charges on deposit accounts		160		152		308		321
ATM and point of sale fees		401		263		719		531
Payroll and benefit processing fees		160		143		329		313
Life insurance		123		148		244		271
Gain on sale of investment securities, net		64		140		71		224
FHLB dividends		126		36		219		166
Legal settlement		0		0		221		0
Other income		97		73		183		21
Total noninterest income		1,131		955		2,294		1,847
Noninterest expense:
Salaries and related benefits		5,205		4,965		10,844		10,852
Premises and equipment		973		826		1,932		1,680
FDIC insurance premium		124		90		234		126
Data processing		546		585		1,094		1,116
Professional services		278		469		579		803
Telecommunications		145		156		315		327
Merger costs		817		0		817		0
Other expenses		1,191		1,179		2,361		3,149
Total noninterest expense		9,279		8,270		18,176		18,053
Income before provision for income taxes		5,816		5,168		12,500		6,413
Provision for income taxes		1,677		1,321		3,441		1,650
Net income	$	4,139	$	3,847	$	9,059	$	4,763
Earnings per share - basic	$	0.25	$	0.23	$	0.54	$	0.28
Weighted average shares - basic		16,736		16,660		16,721		17,178
Earnings per share - diluted	$	0.25	$	0.23	$	0.54	$	0.28
Weighted average shares - diluted		16,823		16,689		16,803		17,217

See accompanying notes to consolidated financial statements.

4

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
(Amounts in thousands)	2021			2020			2021			2020
Net income	$	4,139		$	3,847		$	9,059		$	4,763
Available-for-sale securities:
Changes in unrealized gains (losses) arising during the period		2,415			1,845			(4,258	)		6,678
Income taxes		(714	)		(544	)		1,259			(1,973	)
Change in unrealized gains (losses), net of tax		1,701			1,301			(2,999	)		4,705
Reclassification adjustment for realized gains included in net income		(64	)		(140	)		(71	)		(224	)
Income taxes		19			40			21			66
Realized gains, net of tax		(45	)		(100	)		(50	)		(158	)
Net change in unrealized gains (losses) on available-for-sale securities		1,656			1,201			(3,049	)		4,547
Other comprehensive income (loss)		1,656			1,201			(3,049	)		4,547
Comprehensive income	$	5,795		$	5,048		$	6,010		$	9,310

See accompanying notes to consolidated financial statements.

5

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity (Unaudited)

										Accumulated Other
				Common						Comprehensive
	Common			Stock			Retained			Income
(Amounts in thousands except per share information)	Shares			Amount			Earnings			Net of Tax		Total
Balance at December 31, 2019		18,137		$	71,311		$	100,566		$	2,601	$	174,478
Net income		—			0			916			0		916
Other comprehensive income, net of tax		—			0			0			3,346		3,346
Dividend declared on common stock ($0.05 per share)		—			0			(838	)		0		(838	)
Repurchase of common stock		(1,352	)		(12,230	)		0			0		(12,230	)
Restricted stock granted, net of forfeitures		22			0			0			0		0
Shares surrendered for tax-withholding purposes		(11	)		(120	)		0			0		(120	)
Compensation expense associated with restricted stock		—			106			0			0		106
Balance at March 31, 2020		16,796		$	59,067		$	100,644		$	5,947	$	165,658
Net income		—			0			3,847			0		3,847
Other comprehensive income, net of tax		—			0			0			1,201		1,201
Dividend declared on common stock ($0.05 per share)		—			0			(833	)		0		(833	)
Repurchase of common stock		(57	)		(423	)		0			0		(423	)
Compensation expense associated with restricted stock		—			105			0			0		105
Balance at June 30, 2020		16,739		$	58,749		$	103,658		$	7,148	$	169,555
Net income		—			0			4,329			0		4,329
Other comprehensive income, net of tax		—			0			0			176		176
Dividend declared on common stock ($0.05 per share)		—			0			(833	)		0		(833	)
Restricted stock granted, net of forfeitures		53			0			0			0		0
Compensation expense associated with restricted stock		—			123			0			0		123
Balance at September 30, 2020		16,792		$	58,872		$	107,154		$	7,324	$	173,350
Net income		—			0			5,072			0		5,072
Other comprehensive income, net of tax		—			0			0			164		164
Dividend declared on common stock ($0.06 per share)		—			0			(1,000	)		0		(1,000	)
Restricted stock granted, net of forfeitures		10			0			0			0		0
Shares surrendered for tax-withholding purposes		(1	)		(9	)		0			0		(9	)
Compensation expense associated with restricted stock		—			125			0			0		125
Balance at December 31, 2020		16,801		$	58,988		$	111,226		$	7,488	$	177,702

6

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity (Unaudited) (Continued)

										Accumulated Other
				Common						Comprehensive
	Common			Stock			Retained			Income (Loss)
(Amounts in thousands except per share information)	Shares			Amount			Earnings			Net of Tax			Total
Balance at December 31, 2020		16,801		$	58,988		$	111,226		$	7,488		$	177,702
Net income		—			0			4,920			0			4,920
Other comprehensive loss, net of tax		—			0			0			(4,705	)		(4,705	)
Dividend declared on common stock ($0.06 per share)		—			0			(1,004	)		0			(1,004	)
Restricted stock granted, net of forfeitures		43			0			0			0			0
Stock options exercised		41			197			0			0			197
Shares surrendered for tax-withholding purposes		(9	)		(97	)		0			0			(97	)
Compensation expense associated with restricted stock		—			127			0			0			127
Balance at March 31, 2021		16,876		$	59,215		$	115,142		$	2,783		$	177,140
Net income		—			0			4,139			0			4,139
Other comprehensive income, net of tax		—			0			0			1,656			1,656
Dividend declared on common stock ($0.06 per share)		—			0			(1,005	)		0			(1,005	)
Stock options exercised		20			81			0			0			81
Shares surrendered for tax-withholding purposes		0			(6	)		0			0			(6	)
Compensation expense associated with restricted stock		—			132			0			0			132
Balance at June 30, 2021		16,896		$	59,422		$	118,276		$	4,439		$	182,137

See accompanying notes to consolidated financial statements.

7

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

	For the Six Months Ended
	June 30,
(Amounts in thousands)	2021			2020
Cash flows from operating activities:
Net income	$	9,059		$	4,763
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses		0			4,150
Provision for unfunded commitments		0			105
Provision for depreciation and amortization		741			598
Amortization of core deposit intangible		383			383
Amortization of debt issuance costs		0			24
Compensation expense associated with restricted stock		259			211
Net gain on sale or call of securities		(71	)		(224	)
Amortization of premiums and accretion of discounts on investment securities, net		1,417			636
Amortization of premiums and accretion of discounts on acquired loans, net		(425	)		(711	)
Loss on disposal of fixed assets		0			132
Write-down of other real estate owned		8			0
Loss on sale of OREO		0			23
Increase in cash surrender value of life insurance		(244	)		(271	)
Deferred compensation and salary continuation plan payments		(410	)		(439	)
Increase in deferred compensation and salary continuation plans		389			426
(Decrease) increase in deferred loan fees and costs		(322	)		3,765
Decrease (increase) in other assets		1,768			(1,923	)
(Decrease) increase in other liabilities		(405	)		1,022
Net cash provided by operating activities		12,147			12,670
Cash flows from investing activities:
Proceeds from maturities of and payments on available-for-sale investment securities		49,862			37,121
Proceeds from sale of available-for-sale investment securities		39,066			49,761
Purchases of available-for-sale investment securities		(227,577	)		(73,692	)
Investment in low income housing tax credit partnerships		(374	)		(7	)
Net purchase of FHLB stock		(84	)		0
Loan principal repayments, net of (originations)		38,962			(182,677	)
Net repayment on loan pools		10,734			9,651
Purchase of premises and equipment		(334	)		(303	)
Proceeds from the sale of OREO		0			12
Net cash used in investing activities		(89,745	)		(160,134	)

See accompanying notes to consolidated financial statements.

8

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited) (Continued)

	For the Six Months Ended
	June 30,
(Amounts in thousands)	2021			2020
Cash flows from financing activities:
Net increase in demand, money market and savings deposits	$	153,340		$	241,275
Net increase (decrease) in certificates of deposit		1,219			(14,139	)
Advances on term debt		0			50,000
Repayment of term debt		(5,000	)		(40,000	)
Proceeds from stock options exercised		278			0
Repurchase of common stock		0			(12,653	)
Cash paid for restricted shares surrendered for tax-withholding purposes		(103	)		(120	)
Cash dividends paid on common stock		(2,004	)		(1,741	)
Net cash provided by financing activities		147,730			222,622
Net increase in cash and cash equivalents		70,132			75,158
Cash and cash equivalents at beginning of year		106,986			80,604
Cash and cash equivalents at end of period	$	177,118		$	155,762

	For the Six Months Ended
	June 30,
(Amounts in thousands)	2021			2020
Supplemental disclosures of cash flow activity:
Cash paid during the period for:
Income taxes	$	3,330		$	1,008
Interest	$	1,592		$	2,593
Operating leases	$	488		$	480
Supplemental disclosures of non-cash investing activities:
Transfer of loans to other real estate owned	$	0		$	8
Investment in low income housing tax credit partnerships	$	0		$	1,000
Unrealized (loss) gain on investment securities available-for-sale, net of gains included in net income	$	(4,329	)	$	6,454
Changes in net deferred tax asset related to changes in net unrealized gain on investment securities available-for-sale		1,280			(1,907	)
Changes in accumulated other comprehensive income due to net unrealized (loss) gain on investment securities available-for-sale	$	(3,049	)	$	4,547
Supplemental disclosures of non-cash financing activities:
Cash dividend declared on common shares and payable after period-end	$	1,005		$	833

See accompanying notes to consolidated financial statements.

9

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Bank of Commerce Holdings (“Company,” “Holding Company,” “we,” or “us”), is a corporation organized under the laws of California and a bank holding company (“BHC”) registered under the Bank Holding Company Act of 1956, as amended (“BHC Act”) with its principal offices in Sacramento, California. The Holding Company’s principal business is to serve as a holding company for Merchants Bank of Commerce (the “Bank” and together with the Holding Company, the “Company”) and for Bank of Commerce Mortgage (inactive). The Bank, which previously operated under three separate names, changed its name for all operations to Merchants Bank of Commerce effective May 20, 2019. As previously announced, we entered into an Agreement and Plan of Merger with Columbia Banking System, Inc. with Columbia as the surviving entity. The transaction is expected to close during the fourth quarter of 2021. See Note 11 Merger in the Notes to Consolidated Financial Statements in this document. We have an unconsolidated subsidiary in Bank of Commerce Holdings Trust II. The Consolidated Balance Sheets are derived from the unaudited interim consolidated financial statements as of June 30, 2021 or the audited consolidated financial statements as of December 31, 2020, and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations. The Company believes that all adjustments (all of which are normal and recurring in nature) considered necessary for a fair presentation have been included and the disclosures made are adequate to make the information not misleading.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with prevailing practices within the banking and securities industries. In preparing such consolidated financial statements, management is required to make certain estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the Consolidated Balance Sheets and the reported amounts of revenues and expenses for the reporting periods. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change relate to the valuation and impairment of investment securities, the determination of the allowance for loan and lease losses (“ALLL”), income taxes, the valuation of goodwill and Other Real Estate Owned (“OREO”), and fair value measurements. Certain amounts for prior periods have been reclassified to conform to the current financial statement presentation. The results of reclassifications are not considered material and have no effect on previously reported net income or shareholders' equity. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in Bank of Commerce Holdings 2020 Annual Report on Form 10-K. The consolidated results of operations and cash flows for the 2021 interim period shown in this report are not necessarily indicative of the results for any future interim period or the entire fiscal year.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Holding Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. As of June 30, 2021 and December 31, 2020, the Company had one wholly-owned trust formed in 2005 to issue trust preferred securities and related common securities. We have not consolidated the accounts of the Trust in our consolidated financial statements in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB”), Consolidation (“ASC 810”). We are not considered the primary beneficiary of the Trust (variable interest entity). As a result, the junior subordinated debentures issued by the Holding Company to the Trust are reflected on the Company’s Consolidated Balance Sheets.

Allowance for Credit Losses

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments. The ASU introduces a new impairment model based on current expected credit losses (“CECL”) in substitution for our current “incurred loss” methodology. Amendments to ASU 2016-13 permit us to delay implementation of CECL until January 1, 2023. As discussed in Note 11 Merger in the Notes to Consolidated Financial Statements, the Company has entered into an Agreement and Plan of Merger with Columbia Banking System, Inc. with Columbia as the surviving entity. The transaction is expected to close during the fourth quarter of 2021; therefore, we do not anticipate adopting ASU No. 2016-13.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in Other Assets and Other Liabilities in our Consolidated Balance Sheets. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an incremental borrowing rate, we use borrowing rates available under our existing line of credit with the FHLB for periods similar to the lease terms as our incremental borrowing rate to determine the present value of future lease payments. Our lease terms may include options to extend or terminate the lease which we recognize when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

10

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

NOTE 2. COMMON STOCK OUTSTANDING AND EARNINGS PER SHARE

Basic earnings per share excludes dilution and is computed by dividing income by the weighted-average number of common shares outstanding for the period, excluding unvested restricted stock awards which do not have voting rights or share in dividends. Diluted earnings per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Holding Company. The computation of diluted earnings per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect on earnings per share.

The following is a computation of basic and diluted earnings per share for the three and six months ended June 30, 2021 and 2020.

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
(Amounts in thousands, except per share information)	2021		2020		2021		2020
Earnings Per Share:
Numerators:
Net income	$	4,139	$	3,847	$	9,059	$	4,763
Denominators:
Weighted average number of common shares outstanding - basic (1)		16,736		16,660		16,721		17,178
Effect of potentially dilutive common shares (2)		87		29		82		39
Weighted average number of common shares outstanding - diluted		16,823		16,689		16,803		17,217
Earnings per common share:
Basic	$	0.25	$	0.23	$	0.54	$	0.28
Diluted	$	0.25	$	0.23	$	0.54	$	0.28
Anti-dilutive options not included in diluted earnings per share calculation		0		76		0		60

⁽¹⁾ Excludes unvested restricted shares because they do not have dividend or voting rights

⁽²⁾ Represents the effects of the assumed exercise of stock options and vesting of non-participating restricted shares.

In late 2020, we announced a new share repurchase program to repurchase up to 1.0 million shares of common stock over a period ending December 31, 2021. As of June 30, 2021, 0 shares have been repurchased under this program. Given the recent announcement of the merger with Columbia, management will not be purchasing shares under the program.

In late 2019, we announced a program to repurchase 1.0 million shares of common stock, which was later increased to 1.5 million shares of common stock. Between October of 2019 and April of 2020, all 1.5 million shares were repurchased at a total cost of $13.6 million including commissions, or an average of $9.11 per share.

11

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

NOTE 3. SECURITIES

The following tables present the amortized costs, unrealized gains, unrealized losses and estimated fair values of our investment securities as of June 30, 2021, and December 31, 2020.

	As of June 30, 2021
			Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated
(Amounts in thousands)	Costs		Gains		Losses			Fair Values
Available-for-sale securities:
U.S. government & agencies	$	28,903	$	822	$	(34	)	$	29,691
Obligations of state and political subdivisions		132,675		4,366		(574	)		136,467
Residential mortgage-backed securities and collateralized mortgage obligations		317,157		2,697		(2,012	)		317,842
Commercial mortgage-backed securities		52,484		532		(298	)		52,718
Other asset-backed securities		42,143		804		(1	)		42,946
Total	$	573,362	$	9,221	$	(2,919	)	$	579,664

	As of December 31, 2020
			Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated
(Amounts in thousands)	Costs		Gains		Losses			Fair Values
Available-for-sale securities:
U.S. government & agencies	$	32,164	$	838	$	(8	)	$	32,994
Obligations of state and political subdivisions		103,424		4,971		(29	)		108,366
Residential mortgage-backed securities and collateralized mortgage obligations		236,829		3,895		(246	)		240,478
Commercial mortgage-backed securities		27,455		637		(18	)		28,074
Other asset-backed securities		36,377		592		(1	)		36,968
Total	$	436,249	$	10,933	$	(302	)	$	446,880

The following table presents the contractual maturities of investment securities at June 30, 2021. Actual maturities may differ from contractual maturities if the issuers of the securities have the right to call or prepay obligations with or without call or prepayment penalties.

	Available-For-Sale
(Amounts in thousands)	Amortized Costs		Estimated Fair Values
Amounts maturing in:
One year or less	$	12,527	$	12,780
After one year through five years		109,467		111,792
After five years through ten years		222,288		222,274
After ten years		229,080		232,818
Total	$	573,362	$	579,664

The amortized costs and fair values of residential mortgage-backed securities, collateralized mortgage obligations and commercial mortgage securities are presented by their expected average life, rather than contractual maturity, because the underlying loans may be repaid without prepayment penalties.

12

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

The following table presents the cash proceeds from sales of investment securities and the associated gross realized gains and gross realized losses that have been included in earnings for the three and six months ended June 30, 2021 and 2020.

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
(Amounts in thousands)	2021			2020			2021			2020
Investment Securities:
Proceeds from sales of investment securities	$	27,176		$	20,422		$	39,066		$	49,761
Gross realized gains on sales of investment securities:
Obligations of state and political subdivisions	$	227		$	43		$	227		$	91
Residential mortgage-backed securities and collateralized mortgage obligations		81			143			135			226
Commercial mortgage-backed securities		0			1			0			38
Other asset-backed securities		7			0			7			0
Total gross realized gains on sales of investment securities		315			187			369			355
Gross realized losses on sales of investment securities:
U.S. government & agencies		0			(14	)		0			(14	)
Obligations of state and political subdivisions		0			(1	)		0			(5	)
Residential mortgage-backed securities and collateralized mortgage obligations		(231	)		(32	)		(278	)		(112	)
Commercial mortgage-backed securities		(20	)		0			(20	)		0
Total gross realized losses on sales of investment securities		(251	)		(47	)		(298	)		(131	)
Gain on sale of investment securities, net	$	64		$	140		$	71		$	224

Investment securities that were in an unrealized loss position as of June 30, 2021 and December 31, 2020 are presented in the following tables, based on the length of time individual securities have been in an unrealized loss position.

	As of June 30, 2021
	Less Than 12 Months					12 Months or More					Total
	Estimated					Estimated					Estimated
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(Amounts in thousands)	Values		Losses			Values		Losses			Values		Losses
Available-for-sale securities:
U.S. government & agencies	$	2,920	$	(32	)	$	286	$	(2	)	$	3,206	$	(34	)
Obligations of state and political subdivisions		36,685		(574	)		0		0			36,685		(574	)
Residential mortgage-backed securities and collateralized mortgage obligations		185,745		(2,007	)		283		(5	)		186,028		(2,012	)
Commercial mortgage-backed securities		25,891		(298	)		0		0			25,891		(298	)
Other asset-backed securities		1,787		(1	)		0		0			1,787		(1	)
Total temporarily impaired securities	$	253,028	$	(2,912	)	$	569	$	(7	)	$	253,597	$	(2,919	)

	As of December 31, 2020
	Less Than 12 Months					12 Months or More					Total
	Estimated					Estimated					Estimated
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(Amounts in thousands)	Values		Losses			Values		Losses			Values		Losses
Available-for-sale securities:
U.S. government & agencies	$	0	$	0		$	1,615	$	(8	)	$	1,615	$	(8	)
Obligations of state and political subdivisions		7,291		(29	)		0		0			7,291		(29	)
Residential mortgage-backed securities and collateralized mortgage obligations		68,512		(241	)		249		(5	)		68,761		(246	)
Commercial mortgage-backed securities		5,400		(18	)		0		0			5,400		(18	)
Other asset-backed securities		2,106		0			930		(1	)		3,036		(1	)
Total temporarily impaired securities	$	83,309	$	(288	)	$	2,794	$	(14	)	$	86,103	$	(302	)

13

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

At June 30, 2021 and December 31, 2020, the number of securities in an unrealized loss position was 113 and 47, respectively. In the opinion of management, these securities are considered only temporarily impaired due to changes in market interest rates or widening of market spreads subsequent to the initial purchase of the securities, and not due to concerns regarding the underlying credit of the issuers or the underlying collateral. Our investment policy requires securities at the time of purchase to be rated A3/A- or higher by Moody’s, S&P and Fitch rating agencies. Management monitors the published credit ratings of our investment securities portfolio for material rating or outlook changes. For all private-label securities collateralized by mortgages, management also monitors the credit characteristics of the underlying mortgages to identify potential credit losses, if any, in the portfolio. Because the decline in fair value is not due to credit quality concerns, because we have no plans to sell the securities before the recovery of their amortized cost, and because the Bank has the ability to hold the securities to maturity, these investments are not considered other-than-temporarily impaired.

The following table presents the characteristics of our securities that were in unrealized loss positions at June 30, 2021 and December 31, 2020.

	Characteristics of securities in unrealized loss positions at
Available-for-sale securities:	June 30, 2021 and December 31, 2020
U.S. government & agencies	Direct obligations of the U.S. government or obligations guaranteed by U.S. government agencies such as the SBA.
Obligations of state and political subdivisions	General obligation issuances or revenue securities issued by municipalities and political subdivisions located within the U.S. secured by revenues from specific sources.
Residential mortgage-backed securities and collateralized mortgage obligations	Obligations issued by U.S. government sponsored entities or non-governmental entities collateralized by high quality mortgages on residential properties. Issuances by non-governmental entities usually include good credit enhancements. Of the residential mortgage-backed securities and collateralized mortgage obligations that we owned at June 30, 2021 and December 31, 2020, 88% and 86%, respectively, were issued or guaranteed by U.S. government sponsored entities.
Commercial mortgage-backed securities	Obligations issued by U.S. government sponsored entities or non-governmental entities collateralized by high quality mortgages on commercial properties. Issuances by non-governmental entities usually include good credit enhancements. Of the commercial mortgage-backed securities that we owned at June 30, 2021 and December 31, 2020, 100% were issued or guaranteed by U.S. government sponsored entities.
Other asset-backed securities	Obligations issued by non-governmental issuers secured by high quality loans with good credit enhancements.

Pledged Securities

At June 30, 2021 and December 31, 2020, securities with a fair value of $95.7 million and $67.8 million, respectively, were pledged as collateral to secure public fund deposits, FHLB borrowings and for other purposes as required by law.

14

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

NOTE 4. LOANS

Outstanding loan balances consisted of the following at June 30, 2021, and December 31, 2020.

	June 30,			December 31,
(Amounts in thousands)	2021			2020
Loan Portfolio:
Commercial	$	93,650		$	115,559
Paycheck Protection Program ("PPP")		59,058			130,814
Commercial real estate:
Construction and land development		30,494			44,549
Non-owner occupied		626,819			550,020
Owner occupied		168,296			172,967
Residential real estate:
Individual Tax Identification Number (“ITIN”)		26,912			29,035
1-4 family mortgage		50,259			55,925
Equity lines		17,827			18,894
Consumer and other		17,430			21,969
Gross loans		1,090,745			1,139,732
Deferred fees and costs		551			229
Loans, net of deferred fees and costs		1,091,296			1,139,961
Allowance for loan and lease losses		(17,194	)		(16,910	)
Net loans	$	1,074,102		$	1,123,051

Gross loan balances in the table above include discounts on purchased loans and fair value adjustments made to acquired loans using the acquisition method of accounting.

Discounts on purchased loans - Gross loan balances include net purchase discounts of $680 thousand and $879 thousand as of June 30, 2021, and December 31, 2020, respectively. When we purchase loans, they are typically purchased at a discount to enhance yield and compensate for credit risk. We have no purchased credit impaired loans as of June 30, 2021, and December 31, 2020.

Fair value adjustment - Gross loan balances include a net fair value discount of $694 thousand and $920 thousand at June 30, 2021 and December 31, 2020, respectively, for loans acquired in conjunction with our acquisition of Merchants National Bank of Sacramento during the first quarter of 2019. We recorded $115 thousand and $216 thousand in accretion of the discount for these loans during the three months ended June 30, 2021 and 2020, respectively. We recorded $225 thousand and $379 thousand in accretion of the discount for these loans during the six months ended June 30, 2021 and 2020, respectively.

Pledged Loans

Certain loans are pledged as collateral for lines of credit with the FHLB and the Federal Reserve Bank. Pledged loans totaled $616.8 million and $523.5 million at June 30, 2021 and December 31, 2020, respectively.

Short-Term Loan Modifications

At June 30, 2021, payment deferrals were extant for 16 loans totaling $4.1 million compared to 82 loans totaling $9.5 million at December 31, 2020. In accordance with the CARES Act and regulatory guidance, these modified loans are not troubled debt restructurings and are not considered to be past due or non-performing. We have granted payment deferrals ranging from one to six months determined on a case-by-case basis considering the nature of the business and the impact of COVID-19. For some borrowers who were initially granted a payment deferral of less than six months, we have granted an additional payment deferral period on a case-by-case basis. Without these deferrals, past due loan totals might have been higher at June 30, 2021.

15

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Past Due Loans

Past due loans (gross), segregated by loan portfolio were as follows, as of June 30, 2021, and December 31, 2020.

													Recorded
	30-59		60-89		90 or Greater								Investment >
	Days Past		Days Past		Days Past		Total Past						90 Days and
(Amounts in thousands)	Due		Due		Due		Due		Current		Total		Accruing
Past Due Loans at June 30, 2021
Commercial	$	89	$	0	$	1,413	$	1,502	$	92,148	$	93,650	$	0
PPP		0		0		0		0		59,058		59,058		0
Commercial real estate:
Construction and land development		0		0		0		0		30,494		30,494		0
Non-owner occupied		0		0		0		0		626,819		626,819		0
Owner occupied		0		0		0		0		168,296		168,296		0
Residential real estate:
ITIN		171		0		122		293		26,619		26,912		0
1-4 family mortgage		0		0		0		0		50,259		50,259		0
Equity lines		0		0		0		0		17,827		17,827		0
Consumer and other		62		17		0		79		17,351		17,430		0
Total	$	322	$	17	$	1,535	$	1,874	$	1,088,871	$	1,090,745	$	0

													Recorded
	30-59		60-89		90 or Greater								Investment >
	Days Past		Days Past		Days Past		Total Past						90 Days and
(Amounts in thousands)	Due		Due		Due		Due		Current		Total		Accruing
Past Due Loans at December 31, 2020
Commercial	$	0	$	0	$	1,413	$	1,413	$	114,146	$	115,559	$	0
PPP		0		0		0		0		130,814		130,814		0
Commercial real estate:
Construction and land development		0		0		0		0		44,549		44,549		0
Non-owner occupied		640		0		0		640		549,380		550,020		0
Owner occupied		0		0		2,993		2,993		169,974		172,967		0
Residential real estate:
ITIN		40		0		169		209		28,826		29,035		0
1-4 family mortgage		0		0		0		0		55,925		55,925		0
Equity lines		60		0		0		60		18,834		18,894		0
Consumer and other		82		17		0		99		21,870		21,969		0
Total	$	822	$	17	$	4,575	$	5,414	$	1,134,318	$	1,139,732	$	0

16

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Nonaccrual Loans

Nonaccrual loans, segregated by loan portfolio, were as follows as of June 30, 2021 and December 31, 2020.

	June 30,		December 31,
(Amounts in thousands)	2021		2020
Nonaccrual Loans:
Commercial	$	1,506	$	1,535
Commercial real estate:
Non-owner occupied		606		640
Owner occupied		89		3,094
Residential real estate:
ITIN		1,463		1,585
1-4 family mortgage		133		141
Consumer and other		16		18
Total	$	3,813	$	7,013

Had nonaccrual loans performed in accordance with their contractual terms, we would have recognized additional interest income, net of tax, as shown in the following table.

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
(Amounts in thousands)	2021		2020		2021		2020
Nonaccrual Loans:
Interest income, net of tax	$	46	$	84	$	89	$	140

17

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Impaired Loans

A loan is considered impaired when, based on current information and events, we determine it is probable that we will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. The following tables summarize impaired loans by loan portfolio as of June 30, 2021 and December 31, 2020.

	As of June 30, 2021
			Unpaid
	Recorded		Principal		Related
(Amounts in thousands)	Investment		Balance		Allowance
Impaired Loans:
With no related allowance recorded:
Commercial	$	1,541	$	1,899	$	—
Commercial real estate:
Non-owner occupied		606		652		—
Owner occupied		89		93		—
Residential real estate:
ITIN		4,836		6,206		—
1-4 family mortgage		134		197		—
Total with no related allowance recorded	$	7,206	$	9,047	$	—
With an allowance recorded:
Commercial	$	395	$	395	$	99
Residential real estate:
Equity lines		112		112		56
Consumer and other		16		16		4
Total with an allowance recorded	$	523	$	523	$	159
By loan portfolio:
Commercial	$	1,936	$	2,294	$	99
Commercial real estate		695		745		0
Residential real estate		5,082		6,515		56
Consumer and other		16		16		4
Total impaired loans	$	7,729	$	9,570	$	159

18

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

	As of December 31, 2020
			Unpaid
	Recorded		Principal		Related
(Amounts in thousands)	Investment		Balance		Allowance
Impaired Loans:
With no related allowance recorded:
Commercial	$	1,577	$	1,932	$	—
Commercial real estate:
Non-owner occupied		640		654		—
Owner occupied		3,094		3,206		—
Residential real estate:
ITIN		4,876		6,500		—
1-4 family mortgage		141		202		—
Total with no related allowance recorded	$	10,328	$	12,494	$	—
With an allowance recorded:
Commercial	$	456	$	456	$	114
Residential real estate:
ITIN		175		175		11
Equity lines		126		126		63
Consumer and other		18		18		4
Total with an allowance recorded	$	775	$	775	$	192
By loan portfolio:
Commercial	$	2,033	$	2,388	$	114
Commercial real estate		3,734		3,860		0
Residential real estate		5,318		7,003		74
Consumer and other		18		18		4
Total impaired loans	$	11,103	$	13,269	$	192

The following tables summarize average recorded investment and interest income recognized on impaired loans by loan portfolio for the three and six months ended June 30, 2021 and 2020.

	For the Three Months Ended
	June 30, 2021				June 30, 2020
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
(Amounts in thousands)	Investment		Recognized		Investment		Recognized
Average Recorded Investment and Interest Income:
Commercial	$	1,972	$	7	$	613	$	9
Commercial real estate:
Non-owner occupied		613		0		926		0
Owner occupied		91		0		3,066		0
Residential real estate:
ITIN		4,869		32		5,440		34
1-4 family mortgage		135		0		181		0
Equity lines		115		2		222		4
Consumer and other		16		0		38		0
Total	$	7,811	$	41	$	10,486	$	47

19

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

	For the Six Months Ended
	June 30, 2021				June 30, 2020
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
(Amounts in thousands)	Investment		Recognized		Investment		Recognized
Average Recorded Investment and Interest Income:
Commercial	$	1,996	$	14	$	626	$	17
Commercial real estate:
Non-owner occupied		622		0		463		0
Owner occupied		1,091		0		3,084		0
Residential real estate:
ITIN		4,926		64		5,698		72
1-4 family mortgage		137		0		184		0
Equity lines		119		4		225		7
Consumer and other		17		0		39		0
Total	$	8,908	$	82	$	10,319	$	96

The impaired loans on which these interest income amounts were recognized are primarily accruing troubled debt restructured loans. Loans are reported as troubled debt restructurings when we grant a concession(s) to a borrower experiencing financial difficulties that we would not otherwise consider. Examples of such concessions include a reduction in the loan rate, forgiveness of principal or accrued interest, extending the maturity date(s), or providing a lower interest rate than would be normally available for a transaction of similar risk. As a result of these concessions, restructured loans are impaired as we will not collect all amounts due, either principal or interest, in accordance with the terms of the original loan agreement.

The recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure was $106 thousand and $80 thousand at June 30, 2021 and December 31, 2020, respectively.

Troubled Debt Restructurings

As of June 30, 2021, we had $5.8 million in troubled debt restructurings compared to $6.1 million as of December 31, 2020. Troubled debt restructurings represented 0.53% of gross loans as of June 30, 2021 and December 31, 2020. As of June 30, 2021, 89 loans were classified as troubled debt restructurings, of which 88 were performing according to their restructured terms. Of the 89 troubled debt restructurings, 81 were ITIN loans totaling $4.6 million which are serviced by a third party. At June 30, 2021 and December 31, 2020, impaired loans of $3.9 million and $4.1 million, respectively, were classified as performing troubled debt restructured loans.

For a troubled debt restructured loan to be on accrual status, the loan’s collateral coverage must generally be greater than or equal to 100% of the loan balance, the loan payments must be current, and the borrower must demonstrate the ability to make payments from a verified source of cash flow. As of June 30, 2021and December 31, 2020, we had no obligations to lend additional funds on any troubled debt restructured loans. We do not have any new troubled debt restructurings for the six months ended June 30, 2021. There was one new troubled debt restructuring on one $654 thousand commercial real estate loan during the six months ended June 30, 2020. The borrower was impacted by COVID-19 but the loan did not qualify to be exempt from TDR status under the new TDR guidance issued by the financial institution regulators or under the CARES Act.

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

Rate – A modification in which the interest rate is changed.

Maturity – A modification in which the maturity date is changed.

Payment deferral – A modification in which a portion of the principal is deferred.

Principal reduction – A modification in which a portion of the owing principal is decreased.

20

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

The following tables present the period end balances of newly restructured loans and the types of modifications that occurred during the three and six months ended June 30, 2020.

	Modification Types For the Three Months Ended June 30, 2020						Modification Types For the Six Months Ended June 30, 2020
(Amounts in thousands)	Maturity		Payment Deferral		Total		Maturity		Payment Deferral		Total
Troubled Debt Restructurings:
Commercial real estate:
Non-owner occupied	$	0	$	654	$	654	$	0	$	654	$	654
Total	$	0	$	654	$	654	$	0	$	654	$	654

For the Three Months Ended June 30, 2020

For the Six Months Ended June 30, 2020

Pre-

Post-

Pre-

Post-

Modification

Modification

Modification

Modification

Outstanding

Outstanding

Outstanding

Outstanding

Number of

Recorded

Recorded

Number of

Recorded

Recorded

(Dollars in thousands)

Contracts

Investment

Investment

Contracts

Investment

Investment

Troubled Debt Restructurings:

Commercial real estate:

Non-owner occupied

1

$

654

$

654

1

$

654

$

654

Total

1

$

654

$

654

1

$

654

$

654

There were 0 loans modified as a troubled debt restructuring within the previous twelve months for which there was a payment default (after restructuring) during the three and six months ended June 30, 2021 or 2020.

Performing and Nonperforming Loans

We define a performing loan as a loan where any installment of principal or interest is not 90 days or more past due, and management believes the ultimate collection of original contractual principal and interest is likely. We define a nonperforming loan as an impaired loan, which may be on nonaccrual, or is 90 days past due and still accruing, or has been restructured and does not comply with its modified terms, and our ultimate collection of original contractual principal and interest is uncertain.

Performing and nonperforming loans, segregated by loan portfolio, were as follows at June 30, 2021 and December 31, 2020.

	June 30, 2021
(Amounts in thousands)	Performing		Nonperforming		Total
Performing and Nonperforming Loans:
Commercial	$	92,144	$	1,506	$	93,650
PPP		59,058		0		59,058
Commercial real estate:
Construction and land development		30,494		0		30,494
Non-owner occupied		626,213		606		626,819
Owner occupied		168,207		89		168,296
Residential real estate:
ITIN		25,449		1,463		26,912
1-4 family mortgage		50,126		133		50,259
Equity lines		17,827		0		17,827
Consumer and other		17,414		16		17,430
Total	$	1,086,932	$	3,813	$	1,090,745

21

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

	December 31, 2020
(Amounts in thousands)	Performing		Nonperforming		Total
Performing and Nonperforming Loans:
Commercial	$	114,024	$	1,535	$	115,559
PPP		130,814		0		130,814
Commercial real estate:
Construction and land development		44,549		0		44,549
Non-owner occupied		549,380		640		550,020
Owner occupied		169,873		3,094		172,967
Residential real estate:
ITIN		27,450		1,585		29,035
1-4 family mortgage		55,784		141		55,925
Equity lines		18,894		0		18,894
Consumer and other		21,951		18		21,969
Total	$	1,132,719	$	7,013	$	1,139,732

Credit Quality Ratings

Management assigns a credit quality rating (risk grade) to each loan. The foundation or primary factor in determining the appropriate credit quality rating is the degree of a debtor’s willingness and ability to perform as agreed. In conjunction with evaluating the performing versus nonperforming nature of our loan portfolio, management evaluates the following credit risk and other relevant factors in determining the appropriate credit quality indicator (rating) for each loan portfolio:

Pass Grade: A Pass loan is a strong credit with no existing or known weaknesses that may require management’s close attention. Some pass loans require short-term enhanced monitoring to determine when the credit relationship would merit either an upgrade or a downgrade. Loans classified as Pass Grade specifically demonstrate:

● Strong Cash Flows – borrower’s cash flows must meet or exceed our minimum debt service coverage ratio.

● Collateral Margin – generally, the borrower must have pledged an acceptable collateral class with an adequate collateral margin.

● Qualitative Factors – in addition to meeting our minimum cash flow and collateral requirements, a number of other qualitative factors are also factored into assigning a Pass Grade including the borrower’s level of leverage (debt to equity), prospects, history and experience in their industry, credit history, and any other relevant factors including a borrower’s character.

Those borrowers who qualify for unsecured loans must fully demonstrate above average cash flows and strong secondary sources of repayment to mitigate the lack of unpledged collateral.

Watch Grade: The credit is acceptable but the borrower has experienced a temporary setback or adverse information has been received, and may exhibit one or more of the characteristics shown in the list below. This risk grade could apply to credits on a temporary basis pending a full review. Credits with this risk grade will require more handling time and increased management. The list below contains characteristics of this risk grade, but individually do not automatically cause the loan to be assigned a Watch Grade.

● The primary source of repayment may be weakening causing greater reliance on the secondary source of repayment or

● The primary source of repayment is adequate, but the secondary source of repayment is insufficient

● In-depth financial analysis would compare to the lower quartile in two or more of the major components of the Risk Management Association Annual Statement Studies

● Volatile or deteriorating collateral

● Management decisions may be called into question

● Delinquencies in bank credits or other financial/trade creditors

● Frequent overdrafts

● Significant change in management/ownership

Special Mention Grade: Credits in this grade are potentially weak and deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects of the credit. Special Mention credits are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification. The list below exhibits the characteristics of this grade, but individually do not automatically cause the borrower to be assigned a grade of Special Mention:

● Inadequate or incomplete loan documentation or perfection of collateral, or any other deviation from prudent lending practices

22

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

● Credit is structured in a manner in which the timing of the repayment source does not match the payment schedule or maturity, materially jeopardizing repayment

● Current economic or market conditions exist which may affect the borrower's ability to perform or affect the Bank's collateral position

● Adverse trends in the borrower's operations or continued deterioration in the borrower’s financial condition that has not yet reached a point where the retirement of debt is jeopardized. A credit in this grade should have favorable prospects of the deteriorating financial trends reversing within a reasonable timeframe.

● The borrower is less than cooperative or unable to produce current and adequate financial information

Substandard Grade: A Substandard credit is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard credits have a well-defined weakness or weaknesses that jeopardize the liquidation or timely collection of the debt. Substandard credits are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. However, a potential loss does not have to be recognizable in an individual credit for it to be considered a substandard credit. As such, substandard credits may or may not be graded as impaired.

The following represents, but is not limited to, the potential characteristics of a Substandard Grade and do not necessarily generate automatic reclassification into this loan grade:

● Sustained or substantial deteriorating financial trends,

● Unresolved management problems,

● Collateral is insufficient to repay debt; collateral is not sufficiently supported by independent sources, such as asset-based financial audits, appraisals, or equipment evaluations,

● Improper perfection of lien position, which is not readily correctable,

● Unanticipated and severe decline in market values,

● High reliance on secondary source of repayment,

● Legal proceedings, such as bankruptcy or a divorce, which has substantially decreased the borrower’s capacity to repay the debt,

● Fraud committed by the borrower,

● IRS liens that take precedence,

● Forfeiture statutes for assets involved in criminal activities,

● Protracted repayment terms outside of policy that are for longer than the same type of credit in our portfolio,

● Any other relevant quantitative or qualitative factor that negatively affects the current net worth and paying capacity of the borrower or of the collateral pledged, if any.

Doubtful Grade: A Doubtful loan has all the weaknesses inherent in one classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain pending factors that may work to the advantage and strengthening of the credit, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors may include, but are not limited to:

● Proposed merger(s),

● Acquisition or liquidation procedures,

● Capital injection,

● Perfecting liens on additional collateral,

● Refinancing plans.

Generally, a Doubtful Grade does not remain outstanding for a period greater than six months. Within six months, the pending events should have been resolved. Based on resolution of the pending events, the credit grade should have improved or the principal balance charged against the ALLL.

23

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

The following tables summarize loans by internal risk grades and by loan portfolio as of June 30, 2021 and December 31, 2020.

	As of June 30, 2021
					Special
(Amounts in thousands)	Pass		Watch		Mention		Substandard		Doubtful		Total
Loan Portfolio:
Commercial	$	82,919	$	8,667	$	0	$	2,064	$	0	$	93,650
PPP		59,058		0		0		0		0		59,058
Commercial real estate:
Construction and land development		30,183		114		0		197		0		30,494
Non-owner occupied		538,752		48,037		33,285		6,745		0		626,819
Owner occupied		150,116		11,372		0		6,808		0		168,296
Residential real estate:
ITIN		23,605		0		0		3,307		0		26,912
1-4 family mortgage		49,017		0		0		1,242		0		50,259
Equity lines		17,827		0		0		0		0		17,827
Consumer and other		17,414		0		0		16		0		17,430
Total	$	968,891	$	68,190	$	33,285	$	20,379	$	0	$	1,090,745

	As of December 31, 2020
					Special
(Amounts in thousands)	Pass		Watch		Mention		Substandard		Doubtful		Total
Loan Portfolio:
Commercial	$	102,067	$	8,549	$	540	$	4,403	$	0	$	115,559
PPP		130,814		0		0		0		0		130,814
Commercial real estate:
Construction and land development		41,767		2,782		0		0		0		44,549
Non-owner occupied		456,725		79,845		12,810		640		0		550,020
Owner occupied		152,623		13,945		414		5,985		0		172,967
Residential real estate:
ITIN		25,558		0		0		3,477		0		29,035
1-4 family mortgage		54,288		195		0		1,442		0		55,925
Equity lines		18,894		0		0		0		0		18,894
Consumer and other		21,952		0		0		17		0		21,969
Total	$	1,004,688	$	105,316	$	13,764	$	15,964	$	0	$	1,139,732

24

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Allowance for Loan and Lease Losses

The following tables summarize the ALLL by portfolio for the three and six months ended June 30, 2021 and 2020.

	For the Three Months Ended June 30, 2021
				Paycheck
				Protection		Commercial		Residential
(Amounts in thousands)	Commercial			Program (1)		Real Estate		Real Estate			Consumer			Unallocated		Total
ALLL by Loan Portfolio:
Beginning balance	$	2,366		$	0	$	12,253	$	1,221		$	557		$	630	$	17,027
Charge-offs		0			0		0		(18	)		(54	)		0		(72	)
Recoveries		(5	)		0		0		158			86			0		239
Provision		(522	)		0		659		(201	)		(120	)		184		0
Ending balance	$	1,839		$	0	$	12,912	$	1,160		$	469		$	814	$	17,194

⁽¹⁾ PPP loans are fully guaranteed by SBA and no allowance is provided for them.

	For the Three Months Ended June 30, 2020
				Paycheck
				Protection		Commercial			Residential
(Amounts in thousands)	Commercial			Program (1)		Real Estate			Real Estate			Consumer			Unallocated		Total
ALLL by Loan Portfolio:
Beginning balance	$	2,483		$	0	$	9,899		$	1,281		$	972		$	432	$	15,067
Charge-offs		0			0		(145	)		(29	)		(182	)		0		(356	)
Recoveries		14			0		0			18			46			0		78
Provision		(97	)		0		1,182			36			34			145		1,300
Ending balance	$	2,400		$	0	$	10,936		$	1,306		$	870		$	577	$	16,089

⁽¹⁾ PPP loans are fully guaranteed by SBA and no allowance is provided for them.

	For the Six Months Ended June 30, 2021
				Paycheck
				Protection		Commercial		Residential
(Amounts in thousands)	Commercial			Program (1)		Real Estate		Real Estate			Consumer			Unallocated		Total
ALLL by Loan Portfolio:
Beginning balance	$	2,402		$	0	$	11,895	$	1,324		$	683		$	606	$	16,910
Charge-offs		0			0		0		(40	)		(122	)		0		(162	)
Recoveries		5			0		110		183			148			0		446
Provision		(568	)		0		907		(307	)		(240	)		208		0
Ending balance	$	1,839		$	0	$	12,912	$	1,160		$	469		$	814	$	17,194

⁽¹⁾ PPP loans are fully guaranteed by SBA and no allowance is provided for them.

	For the Six Months Ended June 30, 2020
			Paycheck
			Protection		Commercial			Residential
(Amounts in thousands)	Commercial		Program (1)		Real Estate			Real Estate			Consumer			Unallocated		Total
ALLL by Loan Portfolio:
Beginning balance	$	1,822	$	0	$	8,096		$	1,032		$	933		$	348	$	12,231
Charge-offs		0		0		(145	)		(35	)		(345	)		0		(525	)
Recoveries		22		0		0			62			149			0		233
Provision		556		0		2,985			247			133			229		4,150
Ending balance	$	2,400	$	0	$	10,936		$	1,306		$	870		$	577	$	16,089

⁽¹⁾ PPP loans are fully guaranteed by SBA and no allowance is provided for them.

25

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

While the ALLL composition is an indication of specific amounts or loan categories in which future charge-offs may occur, actual amounts may differ. The unallocated portion of the ALLL provides for coverage of credit losses inherent in the loan portfolio but not captured in the credit loss factors that are utilized in the risk rating-based component, or in the specific impairment reserve component of the ALLL, and acknowledges the inherent imprecision of all loss prediction models. As of June 30, 2021, the unallocated allowance amount represented 5% of the ALLL compared to 4% at December 31, 2020. The following tables summarize the ALLL and the recorded investment in loans and leases as of June 30, 2021 and December 31, 2020.

	As of June 30, 2021
			Paycheck
			Protection		Commercial		Residential
(Amounts in thousands)	Commercial		Program (1)		Real Estate		Real Estate		Consumer		Unallocated		Total
ALLL:
Individually evaluated for impairment	$	99	$	0	$	0	$	56	$	4	$	0	$	159
Collectively evaluated for impairment		1,740		0		12,912		1,104		465		814		17,035
Total	$	1,839	$	0	$	12,912	$	1,160	$	469	$	814	$	17,194
Gross loans:
Individually evaluated for impairment	$	1,936	$	0	$	695	$	5,082	$	16	$	0	$	7,729
Collectively evaluated for impairment		91,714		59,058		824,914		89,916		17,414		0		1,083,016
Total gross loans	$	93,650	$	59,058	$	825,609	$	94,998	$	17,430	$	0	$	1,090,745

⁽¹⁾ PPP loans are fully guaranteed by SBA and no allowance is provided for them.

	As of December 31, 2020
			Paycheck
			Protection		Commercial		Residential
(Amounts in thousands)	Commercial		Program (1)		Real Estate		Real Estate		Consumer		Unallocated		Total
ALLL:
Individually evaluated for impairment	$	114	$	0	$	0	$	74	$	4	$	0	$	192
Collectively evaluated for impairment		2,288		0		11,895		1,250		679		606		16,718
Total	$	2,402	$	0	$	11,895	$	1,324	$	683	$	606	$	16,910
Gross loans:
Individually evaluated for impairment	$	2,033	$	0	$	3,734	$	5,318	$	18	$	0	$	11,103
Collectively evaluated for impairment		113,526		130,814		763,802		98,536		21,951		0		1,128,629
Total gross loans	$	115,559	$	130,814	$	767,536	$	103,854	$	21,969	$	0	$	1,139,732

⁽¹⁾ PPP loans are fully guaranteed by SBA and no allowance is provided for them.

The ALLL totaled $17.2 million or 1.58% of total gross loans at June 30, 2021 and $16.9 million or 1.48% of total gross loans at December 31, 2020. As of June 30, 2021 and December 31, 2020, we had commitments to extend credit of $301.8 million and $267.8 million, respectively. The reserve for unfunded commitments recorded in Other Liabilities in the Consolidated Balance Sheets at June 30, 2021 and December 31, 2020 was $800 thousand.

We believe that the ALLL was adequate as of June 30, 2021. There is, however, no assurance that future loan and lease losses will not exceed the levels provided for in the ALLL and could possibly result in future charges to the provision for loan and lease losses. In addition, bank regulatory authorities, as part of their periodic examination of the Company, may require additional charges to the provision for loan and lease losses in future periods if warranted as a result of their review.

ALLL Methodology

We have lending policies and procedures in place with the objective of optimizing loan income within an accepted risk tolerance level. We review and approve these policies and procedures annually. Monitoring and reporting systems supplement the review process with regular frequency as related to loan production, loan quality, concentrations of credit, potential problem loans, loan delinquencies, and nonperforming loans.

26

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

We formally assess the adequacy of the ALLL on a quarterly basis. The ALLL is based upon estimates of future loan and lease losses and is maintained at a level considered adequate to provide for probable losses inherent in the outstanding loan and lease portfolio. Our ALLL methodology incorporates management’s current judgments, and reflects management’s estimate of future loan and lease losses and risks inherent in the loan portfolio in accordance with ASC Topic 450 Contingencies (“ASC 450”) and ASC Topic 310 Receivables (“ASC 310”).

Management’s assessment of the ALLL is based on our continuing evaluation of all known relevant quantitative and qualitative internal and external risk factors provides the foundation for the four major components of the ALLL:

(1) Historical valuation allowances established in accordance with ASC 450, for groups of similarly situated loan pools.

(2) General valuation allowances established in accordance with ASC 450, that are based on qualitative credit risk factors (e.g., portfolio trends, concentration of credit, growth, economic factors). Loss estimation factors are based on analysis of local economic factors. Allowances for changing environmental factors are management’s best estimate of the probable impact these changes have had on the loan portfolio as a whole.

(3) Specific valuation allowances established in accordance with ASC 310, that are based on estimated probable losses on specific impaired loans.

(4) Unallocated valuation allowances established in accordance with ASC 310 and ASC 450, that are based on credit losses inherent in the loan portfolio but not contemplated in the credit loss factors.

All four components are aggregated and constitute the ALLL; while portions of the allowance may be allocated to specific credits, the allowance net of specific reserves is available for the remaining credits that management deems as “loss.” It is our policy to classify a credit as loss with a concurrent charge-off when management considers the credit uncollectible and of such little value that its continuance as a bankable asset is not warranted. A loss classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer recognizing the likely credit loss of a valueless asset even though partial recovery may occur in the future.

The allowance is increased by provisions charged to expense and reduced by net charge-offs. In periodic evaluations of the adequacy of the allowance balance, management considers past loan and lease loss experience by type of credit, known and inherent risks in the portfolio, adverse situations that may affect a borrower’s ability to repay, the estimated value of any underlying collateral, current economic conditions and other factors.

Our assessment of the adequacy of the ALLL includes the periodic re-grading of classified loans based on changes in their individual credit characteristics including delinquency, seasoning, recent financial performance of the borrower, economic factors, changes in the interest rate environment and other factors as warranted. Loans are initially rated when originated. They are reviewed as they are renewed, when there is a new loan to the same borrower and/or when identified facts demonstrate heightened risk of default.

Our loan portfolio is evaluated by general loan class including commercial, commercial real estate (which includes construction and other real estate), residential real estate (which includes 1-4 family and home equity loans), consumer and other loans. In accordance with ASC 450, historical valuation allowances are established for loan pools with similar risk characteristics common to each loan grouping. These loan pools are similarly risk-graded and each portfolio is evaluated by identifying all relevant risk characteristics that are common to these segmented groups of loans. These characteristics include a significant emphasis on historical losses within each loan group, inherent risks for each, and specific loan class characteristics such as trends related to nonaccrual loans, past due loans, criticized loans, net charge-offs or recoveries, among other relevant credit risk factors. We periodically review and update our historical loss ratios based on net charge-off experience for each loan and lease class. Other credit risk factors are also reviewed periodically and adjusted as necessary to account for any changes in potential loss exposure.

General valuation allowances, as prescribed by ASC 450, are based on qualitative factors such as changes in asset quality trends, concentrations of credit or changes in concentrations of credit, changes in underwriting standards, changes in experience or depth of lending staff or management, the effectiveness of loan grading and the internal loan review function, changes in economic conditions, and any other relevant factors. Management evaluates each qualitative component quarterly to determine the associated risks to the quality of our loan portfolio.

Impaired loans

Management monitors delinquent loans continuously and identifies problem loans to be evaluated individually for impairment testing. For loans that are determined impaired, a formal impairment measurement is performed at least quarterly on a loan-by-loan basis. If the measurement of each impaired loans’ value is less than the recorded investment in the loan, we recognize this impairment and adjust the carrying value of the loan to fair value through the ALLL. For collateral dependent loans, this can be accomplished by charging off the impaired portion of the loan based on the underlying value of the collateral. For non-collateral dependent loans, we establish a specific component within the ALLL based on the present value of the future cash flows. If we determine the sources of repayment will not result in a reasonable probability that the carrying value of a loan can be recovered, the amount of a loan’s specific impairment is charged-off against the ALLL. Impairment reserves on non-collateral dependent restructured loans are measured by comparing the present value of expected future cash flows on the restructured loans discounted at the interest rate of the original loan agreement to the loan’s carrying value. These impairment reserves are recognized as a specific component to be provided for in the ALLL.

27

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Risk Characteristics and Underwriting

The following is a brief summary, by loan type, of management’s evaluation of the general risk characteristics and underwriting standards:

Commercial Loans – Commercial loans are underwritten after evaluating the borrower’s financial ability to maintain profitability including future expansion objectives. In addition, the borrower’s qualitative qualities are evaluated, such as management skills and experience, ethical traits, and overall business acumen. Commercial loans are primarily extended based on the cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The borrower’s cash flow may deviate from initial projections, and the value of collateral securing these loans may change.

Most commercial loans are generally secured by the assets being financed and other business assets such as accounts receivable or inventory. Management may also incorporate a personal guarantee; however, some short-term loans may be extended on an unsecured basis. Repayment of commercial loans secured by accounts receivable may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

PPP Loans - The Paycheck Protection Program (“PPP”) was launched in April of 2020 to provide small businesses assistance in the form of forgivable 100% guaranteed U.S. SBA loans. We have actively participated in the PPP and at June 30, 2021, we have 281 loans totaling $59.1 million. This financial support of our customers’ businesses may help moderate other Commercial and Commercial Real Estate loan losses. The loans are underwritten following the guidelines and approval process from the SBA and pose essentially no credit risk to the loan portfolio.

Commercial Real Estate (“CRE”) Loans – CRE loans are subject to similar underwriting standards and processes as commercial loans. CRE loans are viewed predominantly as cash flow loans and secondarily as loans collateralized by real estate. Generally, CRE lending involves larger principal amounts with repayment largely dependent on the successful operation of the property securing the loan or the business conducted on the collateralized property. CRE loans tend to be more adversely affected by conditions in the real estate markets or by general economic conditions.

The properties securing the CRE portfolio are diverse in terms of type and primary source of repayment. This diversity helps reduce our exposure to adverse economic events that affect any single industry. We monitor and evaluate CRE loans based on occupancy status (investor versus owner occupied), collateral, geography, and risk grade criteria.

Generally, CRE loans are made to developers and builders that are secured by non-owner occupied properties require the borrower to have had an existing relationship with the Company and a proven record of success. Construction loans are underwritten utilizing feasibility studies, sensitivity analysis of absorption and lease rates, and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of cost and value associated with the complete project (as-is value). These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment largely dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property, or an interim loan commitment from the Company until permanent financing is secured. These loans are closely monitored by on-site inspections, and are considered to have higher inherent risks than other CRE loans due to their ultimate repayment sensitivity to interest rate changes, governmental regulation of real property, general economic conditions, and the availability of long-term financing.

Residential Real Estate Loans – We do not originate consumer real estate mortgage loans. The majority of our loans secured by non owner occupied residential real estate are made either as part of a commercial relationship and subject to similar underwriting standards and processes as the CRE portfolio, or loans that were purchased in a prior year as part of a pool of loans. Purchased loan pools are evaluated based on risk characteristics established for each segmented group of loans. These characteristics include a significant emphasis on historical losses within each loan group, inherent risks for each, and specific loan class characteristics such as trends related to nonaccrual loans, past due loans, criticized loans, net charge-offs or recoveries, among other relevant credit risk factors. Residential equity lines of credit are included in the discussion of consumer loans below.

28

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

We originate some single-family residence construction loans. The loan amounts are no greater than $1 million and are short-term real estate secured financing for the construction of a single-family residence to be occupied by the owner. The loans have a draw down feature with interest only payments, and a balloon payment at the 12-month maturity. All of these loans are refinanced and paid-off by the borrower’s permanent mortgage lender who provided the initial pre-approved mortgage financing. These loans are underwritten utilizing financial analysis of the borrower and are generally based upon estimates of cost and value associated with the complete project (as-is value). These estimates may be inaccurate. The loan disbursement and monitoring process is controlled utilizing similar processes as our CRE construction loans.

Consumer Loans – Our consumer loan originations are generally limited to home equity loans with nominal originations in unsecured personal loans. The portfolio also includes unsecured consumer home improvement loans and residential solar panel loans secured by UCC filings. We are highly dependent on third party credit scoring analysis to supplement the internal underwriting process. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed, jointly by management and staff personnel. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk. Additionally, trend and outlook reports are reviewed by management on a regular basis. Underwriting standards for home equity loans are heavily influenced by statutory requirements, which include, but are not limited to, a maximum loan-to-value percentage of 80%, collection remedies, the number of such loans a borrower can have at one time, and documentation requirements.

Concentrations of Credit Risk

As of June 30, 2021, approximately 84% of our gross loan portfolio (89% excluding PPP loans) is secured by real estate, and a significant decline in real estate market values may require an increase in the ALLL. Deterioration in economic conditions particularly in our markets may adversely affect our loan portfolio and may lead to additional charges to the provision for loan and lease losses.

Credit review

Confirmation of the quality of our loan grading process is obtained by independent reviews conducted by outside consultants specifically hired for this purpose and by periodic examination by various bank regulatory agencies. We maintain an independent loan review program that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to the Board of Directors, Loan Committee and Audit Committee. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as our policies and procedures.

Reserve For Unfunded Commitments

The reserve for unfunded commitments, which is included in Other Liabilities in the Consolidated Balance Sheets, was $800 thousand at June 30, 2021 and December 31, 2020. The adequacy of the reserve for unfunded commitments is reviewed on a quarterly basis, based upon changes in the amount of commitments, loss experience, and economic conditions. When necessary, the provision expense is recorded in other noninterest expense in the Consolidated Statements of Income.

NOTE 5. LOW INCOME HOUSING TAX CREDIT PARTNERSHIPS

We have invested in five separate Low Income Housing Tax Credit (“LIHTC”) partnerships, which provide the Company with CRA credit. Additionally, the investments in LIHTC partnerships provide us with income tax credits and with operating loss tax benefits over an approximately 23-year period. The income tax credits and the operating loss tax benefits that are generated by each of the properties are expected to exceed the total value of the investments we made and provide returns on the investments of between 2% and 6% over the life of the investment.

Our investments in LIHTC partnerships totaled $2.6 million at June 30, 2021. These investments are recorded in Other Assets with a corresponding funding obligation of $945 thousand recorded in Other Liabilities in our Consolidated Balance Sheets. None of the original investments will be repaid. The investments in LIHTC partnerships are being accounted for using the proportional amortization method, under which we amortize the initial cost of an investment in proportion to the amount of the income tax credits and other tax benefits received, and recognize the net investment performance in the Consolidated Statements of Income as a component of income tax expense.

29

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

The following tables present our original investment in LIHTC partnerships, the current recorded investment balance, and the unfunded liability balance of each investment at June 30, 2021 and December 31, 2020. In addition, the tables reflect the income tax credits and operating loss tax benefits, amortization of the investment and the net impact to our income tax provision for the six months ended June 30, 2021 and 2020.

	At June 30, 2021						For the Six Months Ended June 30, 2021
	Original		Current		Unfunded		Tax Credits		Amortization		Net
	Investment		Recorded		Liability		and		of		Income Tax
(Amounts in thousands)	Commitment		Investment		Obligation		Benefits		Investments		Benefit
LIHTC Partnerships:
Raymond James California Housing Opportunities Fund II	$	2,000	$	588	$	16	$	95	$	88	$	7
WNC Institutional Tax Credit Fund 38, L.P.		1,000		269		0		47		42		5
Merritt Community Capital Corporation Fund XV, L.P.		2,500		728		306		107		113		(6	)
California Affordable Housing Fund		2,454		140		0		7		12		(5	)
Boston Capital		1,000		902		623		56		45		11
Total	$	8,954	$	2,627	$	945	$	312	$	300	$	12

	At December 31, 2020						For the Six Months Ended June 30, 2020
	Original		Current		Unfunded		Tax Credits		Amortization		Net
	Investment		Recorded		Liability		and		of		Income Tax
(Amounts in thousands)	Commitment		Investment		Obligation		Benefits		Investments		Benefit
LIHTC Partnerships:
Raymond James California Housing Opportunities Fund II	$	2,000	$	676	$	16	$	99	$	90	$	9
WNC Institutional Tax Credit Fund 38, L.P.		1,000		311		0		52		43		9
Merritt Community Capital Corporation Fund XV, L.P.		2,500		841		316		112		109		3
California Affordable Housing Fund		2,454		152		0		12		19		(7	)
Boston Capital		1,000		947		987		33		24		9
Total	$	8,954	$	2,927	$	1,319	$	308	$	285	$	23

The following tables present our generated income tax credits and operating loss tax benefits from investments in LIHTC partnerships for the three and six months ended June 30, 2021 and 2020.

	For the Three Months Ended
	June 30, 2021				June 30, 2020
	Generated		Tax Benefits From		Generated		Tax Benefits From
(Amounts in thousands)	Tax Credits		Taxable Losses		Tax Credits		Taxable Losses
LIHTC Partnerships:
Raymond James California Housing Opportunities Fund II	$	43	$	5	$	43	$	7
WNC Institutional Tax Credit Fund 38, L.P.		21		3		22		4
Merritt Community Capital Corporation Fund XV, L.P.		47		6		48		8
California Affordable Housing Fund		0		3		1		6
Boston Capital		22		6		11		5
Total	$	133	$	23	$	125	$	30

30

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

	For the Six Months Ended
	June 30, 2021				June 30, 2020
	Generated		Tax Benefits From		Generated		Tax Benefits From
(Amounts in thousands)	Tax Credits		Taxable Losses		Tax Credits		Taxable Losses
LIHTC Partnerships:
Raymond James California Housing Opportunities Fund II	$	85	$	10	$	85	$	14
WNC Institutional Tax Credit Fund 38, L.P.		42		5		44		8
Merritt Community Capital Corporation Fund XV, L.P.		95		12		96		16
California Affordable Housing Fund		0		7		1		11
Boston Capital		44		12		22		11
Total	$	266	$	46	$	248	$	60

The following table reflects as of June 30, 2021, the anticipated net income tax benefit and (expense) that is expected to be recognized over the remaining lives of the investments.

(Amounts in thousands)
LIHTC Partnerships:													2025
Anticipated income tax benefit, net less													and
amortization of investments	2021			2022			2023			2024			thereafter			Total
Raymond James California Housing Opportunities Fund II	$	7		$	14		$	11		$	6		$	10		$	48
WNC Institutional Tax Credit Fund 38, L.P.		5			9			8			5			6			33
Merritt Community Capital Corporation Fund XV, L.P.		(6	)		(13	)		(9	)		(2	)		(12	)		(42	)
California Affordable Housing Fund		(5	)		(58	)		0			0			0			(63	)
Boston Capital		11			24			23			23			148			229
Total income tax benefit, net	$	12		$	(24	)	$	33		$	32		$	152		$	205

NOTE 6. TERM DEBT

Term debt at June 30, 2021 and December 31, 2020 consisted of the following.

	June 30,		December 31,
(Amounts in thousands)	2021		2020
Term Debt:
FHLB borrowings	$	0	$	5,000
Subordinated Debt		10,000		10,000
Net term debt	$	10,000	$	15,000

Federal Home Loan Bank of San Francisco Borrowings

We have an available line of credit with the FHLB of $456.9 million subject to certain collateral requirements, namely the amount of pledged loans and investment securities. The line of credit is secured by an investment in FHLB stock, certain real estate secured loans that have been specifically pledged to the FHLB pursuant to collateral requirements, and certain pledged securities held in the Bank’s investment securities portfolio.

There were 0 borrowings outstanding from the FHLB at June 30, 2021. The Bank had $5.0 million in borrowings from the FHLB at December 31, 2020 that bore no interest and were fully repaid during the first quarter of 2021. The average balance outstanding on FHLB term advances during the six months ended June 30, 2021 and year ended December 31, 2020 was $1.9 million and $8.3 million, respectively. The maximum amount outstanding from the FHLB at any month end during the six months ended June 30, 2021 and year ended December 31, 2020 was $5.0 million and $40.0 million, respectively.

31

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

As of June 30, 2021, the Bank was required to hold an investment in FHLB stock of $7.5 million recorded in Other Assets in the Consolidated Balance Sheets. Our investments in FHLB stock are restricted investment securities, carried at cost, evaluated for impairment, and excluded from securities accounted for under ASC Topic 320 and ASC Topic 321.

As of June 30, 2021, we have pledged $568.6 million of our commercial real estate and residential real estate loans and $52.6 million in securities as collateral for the line of credit with the FHLB.

Subordinated Debt

In December of 2015, the Holding Company issued $10.0 million in aggregate principal amount of fixed to floating rate Subordinated Notes due in 2025. The Subordinated Debt initially bore interest at a fixed rate of 6.88% per annum through December 19, 2020, payable semi-annually. The Subordinated Debt now bears interest at a variable rate equal to three month LIBOR plus 526 basis points, payable quarterly until the maturity date. In December of 2015, the Holding Company incurred subordinated debt issuance costs of $210 thousand, which were amortized over the initial five-year-term as additional interest expense.

The Subordinated Debt is subordinate and junior in right of payment to the prior payment in full of all existing and future claims of creditors and depositors of the Holding Company and its subsidiaries, whether now outstanding or subsequently created. The Subordinated Debt ranks equally with all other unsecured subordinated debt, except any which by its terms is expressly stated to be subordinated to the Subordinated Debt. The Subordinated Debt ranks senior to all preferred stock and common stock of the Holding Company and all future junior subordinated debt obligations. The Subordinated Debt is recorded as term debt on the Holding Company’s balance sheet; however, for regulatory purposes, it is treated as Tier 2 capital by the Holding Company.

The Subordinated Debt will mature on December 10, 2025 but may be repaid at the Holding Company’s option and with regulatory approval at any time.

Federal Funds

We have entered into nonbinding unsecured federal funds line of credit agreements with three financial institutions to support short-term liquidity needs. The lines totaled $75.0 million at June 30, 2021 and had interest rates ranging from 0.17% to 0.35%. Advances under the lines are subject to funds availability, continued borrower eligibility, and may have consecutive day usage restrictions. The credit arrangements are reviewed and renewed annually. At June 30, 2021 and December 31, 2020, we had 0 outstanding advances on any of the Bank’s federal funds lines of credit.

Federal Reserve Bank

We have an available line of credit with the Federal Reserve Bank totaling $26.8 million at June 30, 2021, subject to collateral requirements, namely the amount of certain pledged loans. At June 30, 2021 and December 31, 2020, we had 0 outstanding advances on our line of credit with the Federal Reserve Bank. As of June 30, 2021, we have pledged $48.2 million of our commercial loans as collateral for the credit line with the Federal Reserve Bank.

NOTE 7. COMMITMENTS AND CONTINGENCIES

Financial Instruments with Off-Balance Sheet Risk

Our consolidated financial statements do not reflect various commitments and contingent liabilities that arise in the normal course of our business and involve elements of credit, liquidity, and interest rate risk. In the normal course of business, we are party to financial instruments with off-balance sheet credit risk to meet the financing needs of our customers. These financial instruments include commitments to extend credit, standby letters of credit and financial guarantees. These instruments involve elements of credit and interest rate risk similar to the amounts recognized in the Consolidated Balance Sheets. The contract or notional amounts of these instruments reflect the extent of our involvement in particular classes of financial instruments.

32

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

The following table presents a summary of our commitments and contingent liabilities at June 30, 2021 and December 31, 2020.

(Amounts in thousands)	June 30, 2021		December 31, 2020
Commitments:
Commitments to extend credit	$	287,492	$	259,980
Standby letters of credit		10,863		4,423
Affordable housing grant sponsorships		3,338		3,338
Access to housing and economic assistance for development grant sponsorships		90		90
Total commitments and contingent liabilities	$	301,783	$	267,831

We were not required to perform on any financial guarantees during the six months ended June 30, 2021 or during the year ended December 31, 2020. At June 30, 2021, approximately $10.7 million of standby letters of credit will expire within one year, and $158 thousand will expire thereafter.

Affordable Housing Grants and Access to Housing and Economic Assistance for Development Grant Sponsorships

In fulfilling our CRA responsibilities, we are a sponsor for various nonprofit organizations that receive cash grants from the FHLB. Those grants require the nonprofit organization to comply with stipulated conditions of the grant over specified periods of time which typically vary from 10 to 15 years. If the nonprofit organization fails to comply, FHLB can require us to refund the amount of the grant to FHLB. To mitigate this contingent credit risk, our Credit Administration underwrites the financial strength of the nonprofit organization and reviews their systems of internal control to determine, as best as possible, that they will comply with the conditions of the grant.

Death Benefit Agreement

The Company has entered into agreements with certain employees to pay a cash benefit to designated beneficiaries following the death of the employee. The payment will be made only if, at the time of death, the deceased employee was employed by the Bank and the Bank owned a life insurance policy on the employee’s life. Depending on specific facts and circumstances, the payment amount can vary up to a maximum of $225 thousand per employee and may be taxable to the beneficiary. Neither the employee nor the designated beneficiaries have a claim against the Bank’s life insurance policy on the employee’s life.

Legal Proceedings

We are involved in various pending and threatened legal actions arising in the ordinary course of business and if necessary, we maintain reserves for losses from legal actions, which are both probable and estimable. In our opinion, the disposition of claims currently pending will not have a material adverse effect on our financial position or results of operations.

Concentrations of Credit Risk

We grant many loans collateralized by real estate. In our judgment, a concentration exists in real estate related loans, which represented approximately 84% of our gross loan portfolio (89% excluding PPP loans) and 77% of our gross loan portfolio (86% excluding PPP loans) at June 30, 2021 and December 31, 2020, respectively. We underwrite real estate loans in accordance with loan policies that set underwriting criteria, including property types, loan-to-value limits and minimum debt service coverage ratios. We employ a variety of real estate concentration risk management tools including monitoring of limits on concentration levels, limits by property type and geography, annual property reviews including site visits and portfolio stress testing.

Although we believe such concentrations have no more than the normal risk of collectability, a substantial decline in the economy in general, material increases in interest rates, changes in tax policies, tightening credit or refinancing markets, or a decline in real estate values in our principal market areas in particular, could have an adverse impact on the repayment of these loans. Business and personal incomes, cash flows from rental operations, proceeds from the sale of real property, or proceeds from refinancing, represent the primary sources of repayment for a majority of these loans.

We recognize the credit risks inherent in dealing with other depository institutions. Accordingly, to prevent excessive exposure to other depository institutions in aggregate or individually, we have established general standards for selecting correspondent banks as well as internal limits for allowable exposure to other depository institutions in aggregate or individually. In addition, we have an investment policy that sets forth limitations that apply to all investments with respect to credit rating and concentrations with an issuer.

33

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

NOTE 8. LEASES

We lease nine locations under non-cancelable operating leases. The leases contain various provisions for increases in rental rates based on predetermined escalation schedules. Substantially all of the leases include the option to extend or terminate the lease term one or more times following expiration of the initial term at a rental rate established in the lease. For leases where we are reasonably certain that we will exercise the option to renew the lease, we have recognized those options in our right-of-use lease asset and liability. We had no other (financing, short-term or variable) lease arrangements during the current period or the prior year.

We have recorded a liability in Other Liabilities in our Consolidated Balance Sheets representing the present value of the remaining minimum lease payments and we have recorded an offsetting right-of-use asset in Other Assets in our Consolidated Balance Sheets. The present value calculation uses a discount rate, which is based on our incremental borrowing rate. The right-of-use asset was also reduced for amounts recognized under the previous accounting requirements. The following table presents information regarding our leases as of June 30, 2021 and December 31, 2020.

	June 30,			December 31,
(Dollars in thousands)	2021			2020
Leases:
Right-of-use lease asset	$	2,149		$	2,547
Lease liability	$	2,399		$	2,848
Weighted Average Remaining Lease Term (in years)		4.05			4.29
Weighted Average Discount Rate		2.96	%		2.93	%

Lease expenses are recorded on a straight-line basis over the life of each lease. Lease expense and cash paid on leases are presented in the following table for the periods indicated.

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
(Amounts in thousands)	2021		2020		2021		2020
Leases:
Operating lease expense	$	218	$	212	$	437	$	429
Cash paid for operating leases	$	245	$	234	$	488	$	480

The following table sets forth, as of June 30, 2021, the future minimum lease cash payments under non-cancelable operating leases and a reconciliation of the undiscounted cash flows to the operating lease liability.

(Amounts in thousands)	Amount
Due in:
2021	$	490
2022		885
2023		327
2024		280
2025		218
2026		218
Thereafter		140
Total undiscounted future minimum lease cash payments		2,558
Present value adjustment		(159	)
Lease liability	$	2,399

There were no lease-related non-cash financing activities for the six months ended June 30, 2021 or 2020.

34

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

NOTE 9. FAIR VALUES

The following tables present estimated fair values of our financial instruments as of June 30, 2021 and December 31, 2020, whether or not recognized or recorded at fair value in the Consolidated Balance Sheets. The table indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value. Non-financial assets and non-financial liabilities defined by the FASB ASC 820, Fair Value Measurement, such as Bank premises and equipment, deferred taxes and other liabilities are excluded from the table. In addition, we have not disclosed the fair value of financial instruments specifically excluded from disclosure requirements of FASB ASC 825, Financial Instruments, such as bank-owned life insurance policies.

	Carrying		Fair Value Measurements Using
(Amounts in thousands)	Amounts		Level 1		Level 2		Level 3
June 30, 2021
Financial assets
Cash and cash equivalents	$	177,118	$	177,118	$	0	$	0
Securities available-for-sale	$	579,664	$	0	$	579,664	$	0
Net loans	$	1,074,102	$	0	$	0	$	1,090,134
FHLB stock	$	7,463	$	7,463	$	0	$	0
Financial liabilities
Deposits	$	1,697,338	$	0	$	1,697,887	$	0
Term debt	$	10,000	$	0	$	10,043	$	0
Junior subordinated debenture	$	10,310	$	0	$	10,152	$	0

	Carrying		Fair Value Measurements Using
(Amounts in thousands)	Amounts		Level 1		Level 2		Level 3
December 31, 2020
Financial assets
Cash and cash equivalents	$	106,986	$	106,986	$	0	$	0
Securities available-for-sale	$	446,880	$	0	$	446,880	$	0
Net loans	$	1,123,051	$	0	$	0	$	1,138,095
FHLB stock	$	7,380	$	7,380	$	0	$	0
Financial liabilities
Deposits	$	1,542,779	$	0	$	1,544,009	$	0
Term debt	$	15,000	$	0	$	15,536	$	0
Junior subordinated debenture	$	10,310	$	0	$	10,552	$	0

Fair Value Hierarchy

Level 1 valuations utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access.

Level 2 valuations utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 valuations include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 valuations are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flow models and similar techniques.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.

35

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

We maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The following table presents the quantitative information used to fair value our net loans at June 30, 2021.

Quantitative Information about Level 3 Fair Value Measurements
Unobservable Inputs	Range (Weighted Average)
Probability of Default (PD)	0%	-	100%	-	(2.46%)
Loss Given Default (LGD)	0%	-	75.53%	-	(12.45%)
Prepayment Rate	0%	-	27.77%	-	(11.14%)
Discount Rate	1%	-	8.57%	-	(4.01%)

Recurring Items

Debt Securities – The available-for-sale securities amount in the recurring fair value table above represents securities that have been adjusted to their fair values. For these securities, we obtain fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions among other things. We have determined that the source of these fair values falls within Level 2 of the fair value hierarchy.

The following tables present information about our assets and liabilities measured at fair value on a recurring basis, and indicate the fair value hierarchy of the valuation techniques we utilized to determine such fair value, as of June 30, 2021 and December 31, 2020.

(Amounts in thousands)	Fair Value at June 30, 2021
Recurring Basis	Total		Level 1		Level 2		Level 3
Available-for-sale securities:
U.S. government and agencies	$	29,691	$	0	$	29,691	$	0
Obligations of state and political subdivisions		136,467		0		136,467		0
Residential mortgage-backed securities and collateralized mortgage obligations		317,842		0		317,842		0
Commercial mortgage-backed securities		52,718		0		52,718		0
Other asset-backed securities		42,946		0		42,946		0
Total assets measured at fair value	$	579,664	$	0	$	579,664	$	0

(Amounts in thousands)	Fair Value at December 31, 2020
Recurring Basis	Total		Level 1		Level 2		Level 3
Available-for-sale securities:
U.S. government and agencies	$	32,994	$	0	$	32,994	$	0
Obligations of state and political subdivisions		108,366		0		108,366		0
Residential mortgage-backed securities and collateralized mortgage obligations		240,478		0		240,478		0
Commercial mortgage-backed securities		28,074		0		28,074		0
Other asset-backed securities		36,968		0		36,968		0
Total assets measured at fair value	$	446,880	$	0	$	446,880	$	0

Transfers Between Fair Value Hierarchy Levels

Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstance that caused the transfer. There were no transfers between levels of the fair value hierarchy during the three and six months ended June 30, 2021 or the year ended December 31, 2020.

Nonrecurring items

We may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis. These adjustments to fair value generally result from the application of lower of cost or fair value accounting or write-downs of individual assets due to impairment.

Collateral Dependent Loans - The loan amounts below represent impaired, collateral dependent loans that have been adjusted to fair value during the respective reporting period. When we identify a collateral dependent loan as impaired, we measure the impairment using the current fair value of the collateral, less selling costs. Depending on the characteristics of a loan, the fair value of collateral is generally estimated by obtaining external appraisals. If we determine that the value of the impaired loan is less than the recorded investment in the loan, we recognize this impairment and adjust the carrying value of the loan to fair value through the ALLL. When the fair value of the collateral is based on an appraisal or other estimate and there is no observable market price, we record the impaired loan as nonrecurring Level 3 fair value. Impaired loan valuations are adjusted for estimated selling costs ranging from 8% to 10% based off the adjusted fair value of the property.

36

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

OREO - The OREO amounts below represent impaired real estate that has been adjusted to fair value during the respective reporting period. The loss represents impairments on OREO for fair value adjustments based on the fair value of the real estate. The determination of fair value is based on recent appraisals of the foreclosed properties, which take into account recent sales prices adjusted for unobservable inputs, such as opinions provided by local real estate brokers and other real estate experts. OREO fair values are adjusted for estimated selling costs of 25% based off the adjusted fair value of the property. We record OREO as a nonrecurring Level 3 fair value.

The following tables present information about our assets and liabilities at June 30, 2021 and December 31, 2020 for which a nonrecurring change in fair value has been recorded during the reporting period. In addition, the tables reflect the losses resulting from nonrecurring fair value adjustments for the three and six months ended June 30, 2021 and 2020 related to assets outstanding at June 30, 2021 and 2020.

			For the Three Months Ended		For the Six Months Ended
	At June 30, 2021		June 30, 2021		June 30, 2021
(Amounts in thousands)	Fair Value (1)		Fair Value Adjustments
Other real estate owned	$	0	$	0	$	8
Total assets measured at fair value	$	0	$	0	$	8

⁽¹⁾ Fair value is presented on a nonrecurring basis - Level 3.

			For the Three Months Ended		For the Six Months Ended
	At December 31, 2020		June 30, 2020		June 30, 2020
(Amounts in thousands)	Fair Value (1)		Fair Value Adjustments
Collateral dependent impaired loans	$	2,755	$	145	$	145
Other real estate owned		8		0		6
Total assets measured at fair value	$	2,763	$	145	$	151

⁽¹⁾ Fair value is presented on a nonrecurring basis - Level 3.

During the six months ended June 30, 2020, collateral dependent impaired loans with a carrying value of $2.5 million were written down to their fair value of $2.4 million resulting in a $145 thousand adjustment to the ALLL.

During the six months ended June 30, 2020, one loan with an aggregate carrying value of $14 thousand was written down to its fair value of $8 thousand, resulting in a $6 thousand adjustment to the ALLL when the underlying property was transferred to OREO. The property was reevaluated during the three months ended March 31, 2021 and sold in April 2021, resulting in an $8 thousand write-down of OREO.

Limitations

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

Fair value estimates are based only on current on and off-balance sheet financial instruments. Our fair value estimates do not include any adjustment for anticipated future business. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.

37

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

NOTE 10. GOODWILL AND OTHER INTANGIBLES

Goodwill and other intangibles, net consisted of the following at June 30, 2021 and December 31, 2020.

	June 30,			December 31,
(Amounts in thousands)	2021			2020
Goodwill and Other Intangibles:		��
Goodwill	$	11,671		$	11,671
Core deposit intangibles		6,125			6,125
Domain name		32			32
Accumulated amortization		(2,496	)		(2,113	)
Goodwill and other intangibles, net	$	15,332		$	15,715

Goodwill

Goodwill results from a business combination, and is calculated as the amount of consideration paid in excess of the fair value of the net assets acquired in a transaction. Goodwill is considered to have an indefinite life and is therefore not amortized. It is reviewed annually for impairment, or more frequently if required by circumstances known as triggering events. At June 30, 2021, goodwill totaled $11.7 million.

Core Deposit Intangibles

Acquired core deposits provide value as a source of below market rate funds and the realization of interest cost savings is a fundamental rationale for assuming these deposit liabilities. The cost savings is defined as the difference between the cost of funds on our new deposits (i.e., interest and net maintenance costs) and the cost of an equal amount of funds from an alternative source having a similar term as the new deposit base. Our core deposit intangibles were recorded at fair value which was derived using the income approach and represent the present value of the cost savings over the projected term of our new deposit base. The core deposit intangible is being amortized on a straight-line basis over an estimated eight-year life, and is evaluated annually for impairment.

The following table sets forth, as of June 30, 2021, the total estimated future amortization of intangible assets:

(Amounts in thousands)	Amount
Amortization:
2021	$	383
2022		766
2023		766
2024		581
2025		544
2026 and thereafter		589
Total	$	3,629

NOTE 11. MERGER

Pending Merger with Columbia Banking System, Inc.

As announced by the Company on June 23, 2021 and reported in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 24, 2021 (the “Current Report”), the Company has entered into an Agreement and Plan of Merger dated June 23, 2021 (the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the Company will merge with and into Columbia (the “Merger”), with Columbia as the surviving entity.

Subject to the terms and conditions of the Merger Agreement, at the date and time when the Merger becomes effective (the “Effective Time”), the Bank of Commerce shareholders will have the right to receive, in respect of each share of common stock of Bank of Commerce (“Bank of Commerce Common Stock”), a number of common shares of Columbia (“Columbia Common Stock”) equal to the Exchange Ratio (as defined below), subject to adjustments as set forth in the Merger Agreement (the “Merger Consideration”). “Exchange Ratio” means 0.40 of a share of Columbia Common Stock per each share of Bank of Commerce Common Stock subject to certain potential adjustments. Based on Columbia’s closing stock price on June 23, 2021, the aggregate merger consideration is valued at $266.0 million, which includes $265.6 million of Columbia common stock to be issued to Bank of Commerce shareholders and $400 thousand of cash to be paid to option holders. The value of the merger consideration will fluctuate until closing based on the value of Columbia’s stock.

The transaction is expected to close in the fourth quarter of 2021, and its completion is contingent upon approval from BOCH’s shareholders, the receipt of other customary regulatory approvals, and other customary closing conditions.

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Forward Looking Statements and Risk Factors

This report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (“Exchange Act”) and the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current beliefs and assumptions, and on information available to management as of the date of this document. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Forward-looking statements may also include statements in which words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “considers” or similar expressions or conditional verbs such as “will,” “should,” “would” and “could” and other comparable words or phrases of a future- or forward-looking nature, are intended to identify such forward-looking statements. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company’s actual future results and shareholder values may differ materially from those anticipated and expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond the Company’s ability to control or predict. Except as specifically noted herein all references to the “Company” refer to Bank of Commerce Holdings, a California corporation, and its consolidated subsidiaries.

The following factors, among others, could cause our actual results to differ materially from those expressed in such forward-looking statements:

Merger Related Risks

● The possibility that the announced merger with Columbia does not close when expected or at all because required regulatory, shareholder or other approvals, financial tests or other conditions to closing are not received or satisfied on a timely basis or at all;

● Due to the fluctuation in market price of Columbia Banking System, Inc. common stock, the BOCH shareholders' cannot be sure of the exact value of consideration they will receive in the Merger;

● Negative reaction to the merger transaction by the Company’s customers, employees and counterparties;

● Customer and employee relationships and business operations may be disrupted by the pending merger.

All Others

● The strength of the United States economy in general and the strength of the local economies in California in which we conduct operations;

● The effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, or the Federal Reserve Board;

● Increased regulation of the banking industry through legislative action and revised rules and standards applied by the Federal Reserve Board, the Federal Deposit Insurance Corporation and the California Department of Financial Protection and Innovation;

● Developments and changes in Federal, state or local laws and regulations addressing the effects of the COVID-19 pandemic;

● The economic effects of COVID-19 or similar pandemic diseases could adversely affect our future results of operations or the market price of our stock;

● Changes affecting the Small Business Administration (“SBA”), including how such changes may impact the status of our outstanding Paycheck Protection Program (“PPP”) loans;

● Our inability to successfully manage our growth or implement our growth strategy;

● Volatility in the capital or credit markets;

● Our inability to transition from LIBOR to a substitute index;

● Changes in the financial performance and/or condition of our borrowers;

● Our concentration in real estate lending;

● Changes in the cost and scope of insurance from the Federal Deposit Insurance Corporation and other third parties;

● Changes in consumer spending, borrowing and savings habits;

● Deterioration in the reputation of banks and the financial services industry could adversely affect the Company's ability to obtain and retain customers;

● Changes in the level of our nonperforming assets and loan charge-offs;

● Deterioration in values of real estate in California and the United States generally, both residential and commercial;

● Possible other-than-temporary impairment of securities held by us;

● Possible impairment of goodwill or core deposit intangibles;

● Our inability to timely develop competitive new products and services and/or resistance to the acceptance of these products and services by new and existing customers;

● The willingness of customers to substitute competitors’ products and services for our products and services;

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● Technological changes could expose us to new risks, including potential systems failures or fraud;

● The effect of changes in accounting policies and practices, as may be adopted from time-to-time by bank regulatory agencies, the Securities and Exchange Commission (“SEC”), the Public Company Accounting Oversight Board, the Financial Accounting Standards Board (“FASB”) or other accounting standards setters;

● The risks presented by public stock market volatility, which could adversely affect the market price of the Company's common stock and the ability to grow the Company through acquisitions or raise capital in the future;

● Our inability to attract deposits and other sources of liquidity at acceptable costs;

● Changes in the competitive environment among financial and bank holding companies and other financial service providers, including Fintech companies;

● Consolidation in the financial services industry resulting in larger financial institutions with greater resources and decreasing opportunities to pursue acquisitions;

● The loss of critical personnel and the challenge of hiring qualified personnel at reasonable compensation levels;

● Natural disasters, such as earthquakes, volcanic eruptions, tsunami, wildfires, droughts, floods, mudslides, hurricanes, tornados and other geologic processes;

● A natural disaster outside California, could negatively impact our purchased loan portfolio or our third party loan servicers;

● Unauthorized computer access, computer hacking, cyber-attacks, electronic fraudulent activity, attempted theft of financial assets, computer viruses, phishing schemes and other security problems;

● Geopolitical conditions, including acts or threats of war or terrorism, actions taken by the United States or other governments in response to acts or threats of war or terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad;

● Our inability to manage the risks involved in the foregoing; and

● The effects of any reputational damage to the Company resulting from any of the foregoing.

If our assumptions regarding one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this document and in the information incorporated by reference in this document. Therefore, we caution you not to place undue reliance on our forward-looking information and statements. We do not undertake any obligation to publicly correct, revise, or update any forward-looking statement if we later become aware that actual results are likely to differ materially from those expressed in such forward-looking statement, except as required under federal securities laws. Forward-looking statements should not be viewed as predictions, and should not be the primary basis upon which investors evaluate us. Any investor in our common stock should consider all risks and uncertainties discussed in “RISK FACTORS” and in “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”.

For additional information concerning risks and uncertainties related to the Company and its operations please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 under the heading “Risk Factors”. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The following sections discuss significant changes and trends in the financial condition, capital resources and liquidity of the Company from December 31, 2020 to June 30, 2021. Also discussed are significant trends and changes in the Company’s results of operations for the three and six months ended June 30, 2021, compared to the same periods in 2020. The consolidated financial statements and related notes appearing elsewhere in this report are unaudited. The following discussion and analysis is intended to provide greater detail of the Company's financial condition and results.

GENERAL

Bank of Commerce Holdings (“Company,” “Holding Company,” “we,” or “us”) is a corporation organized under the laws of California and a bank holding company (“BHC”) registered under the Bank Holding Company Act of 1956, as amended (“BHC Act”) with its principal offices in Sacramento, California. The Holding Company’s principal business is to serve as a holding company for Merchants Bank of Commerce (the “Bank” and together with the Holding Company, the “Company”) and Bank of Commerce Mortgage (inactive). The Bank changed its name for all operations to Merchants Bank of Commerce effective May 20, 2019. We have an unconsolidated subsidiary in Bank of Commerce Holdings Trust II, which was organized in 2005 connection with our issuance of trust-preferred securities. Our common stock is traded on the NASDAQ Global Market under the symbol “BOCH.”

We commenced banking operations in 1982 and grew organically to four branches before purchasing five Bank of America branches in 2016 and acquiring Merchants Holding Company in 2019; we now operate ten full service facilities, one limited service facility and one loan production office in northern California. We also operate a “cyber office” as identified in our summary of deposits reporting filed with the FDIC. We provide a wide range of financial services and products for business and retail customers which are competitive with those traditionally offered by banks of similar size in California. As of June 30, 2021 and December 31, 2020, we operated under one primary business segment: Community Banking.

On June 23, 2021, we entered into an Agreement and Plan of Merger with Columbia Banking System, Inc. that we expect to close in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions, including regulatory and shareholder approvals. See Note 11 Merger in the Notes to Consolidated Financial Statements and our press release filed on form 8-K on June 24, 2021 announcing the signing of the definitive merger agreement for additional information.

Our principal executive office is located at 555 Capitol Mall Suite 1255, Sacramento, California 95814 and the telephone number is (800) 421-2575.

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EXECUTIVE OVERVIEW

Significant Items for the First Six Months of 2021:

● On June 23, 2021, we entered into a Merger Agreement with Columbia Banking System, Inc. with Columbia as the surviving entity; which was previously announced. The closing of the merger transaction is expected to occur during the fourth quarter of 2021.

● The Bank continued to experience significant growth in deposits, which increased $155 million during the first six months of 2021.

● Loans, exclusive of PPP loans increased $23 million during the first six months of 2021; a reversal of the decline that occurred throughout 2020.

● During the first six months of 2021, we received $119.1 million in repayments on PPP loans.

● During the first quarter of 2021, our largest nonaccrual borrowing relationship totaling $3.0 million (43% of nonaccrual loans at December 31, 2020) was repaid. The repayment included all principal (including $110 thousand recovery for an amount previously charged-off), $251 thousand of previously unrecorded interest and $80 thousand of reimbursed legal, appraisal and title fees.

● The Company’s net interest margin declined to 3.30% for the six months ended June 30, 2021 compared to 3.74% for the same period a year ago.

Financial Highlights for the Second Quarter of 2021 Compared to the Same Quarter a Year Ago:

Performance

● Net income of $4.1 million was an increase of $292 thousand (8%) from $3.8 million earned during the same period in the prior year. Earnings of $0.25 per share – diluted was an increase of $0.02 (9%) from $0.23 per share – diluted earned during the same period in the prior year and reflects the impact of the following:

o $817 thousand in costs for the second quarter of 2021 associated with the merger with Columbia Banking System, Inc., most of which are not tax deductible.

o $1.3 million provision for loan and leases losses for the second quarter of 2020.

● Return on average assets decreased to 0.89% compared to 0.95% for the same period in the prior year.

● Return on average equity was unchanged at 9.26% compared to the same period in the prior year.

● Net interest income increased $181 thousand (1%) to $14.0 million compared to $13.8 million for the same period in the prior year.

● Net interest margin declined to 3.16% compared to 3.64% for the same period in the prior year.

● Average loans totaled $1.136 billion, a decrease of $45 million (4%) compared to average loans for the same period in the prior year.

● Average earning assets totaled $1.775 billion, an increase of $252 million (17%) compared to average earning assets for the same period in the prior year.

● Average deposits totaled $1.653 billion, an increase of $247 million (18%) compared to average deposits for the same period in the prior year.

o Average non-maturing deposits totaled $1.514 billion, an increase of $251 million (20%) compared to the same period in the prior year.

o Average certificates of deposit totaled $139.4 million, a decrease of $3.6 million (2%) compared to the same period in the prior year.

● The Company’s efficiency ratio was 61.5% compared to 56.1% during the same period in the prior year.

o The Company’s efficiency ratio of 61.5% for the second quarter of 2021 included $817 thousand of merger related costs, which increased the efficiency ratio by 5.4%.

● Book value per common share was $10.78 at June 30, 2021 compared to $10.13 at June 30, 2020.

● Tangible book value per common share was $9.87 at June 30, 2021 compared to $9.17 at June 30, 2020.

Credit Quality

● Nonperforming assets at June 30, 2021 totaled $3.8 million or 0.20% of total assets, a decrease of $2.9 million (43%) since June 30, 2020. The decrease in nonperforming assets resulted from repayment of a $3.0 million nonaccrual borrowing relationship during the first quarter of 2021.

● Net loan recoveries were $167 thousand in the second quarter of 2021 compared with net loan charge-offs of $278 thousand for the same quarter a year ago.

● There was no provision for loan and lease losses during the second quarter of 2021 compared to $1.3 million provision for loan and lease losses for the same period a year ago. This is a result of improved asset quality metrics, net loan loss recoveries and moderation of many of our COVID-19 related credit concerns.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Highlights for the First Six Months of 2021 Compared to the Same Period a Year Ago:

Performance

● Net income of $9.1 million was an increase of $4.3 million (90%) from $4.8 million earned during the same period in the prior year. Earnings of $0.54 per share – diluted was an increase of $0.26 (93%) per share from $0.28 per share – diluted earned during the same period in the prior year and reflects the impact of the following:

o $817 thousand in costs during the first six months of 2021 associated with the merger with Columbia Banking System, Inc., most of which was not tax deductible.

o $4.2 million provision for loan and lease losses during the six months ended June 30, 2020.

o $1.1 million in non-recurring costs during the first quarter of 2020 associated with the termination of a technology management services contract and a severance agreement; both previously announced.

o 1.0 million shares of common stock repurchased during the six months ended June 30, 2020.

● Return on average assets increased to 1.00% compared to 0.62% for the same period in the prior year.

● Return on average equity increased to 10.22% compared to 5.65% for the same period in the prior year.

● Net interest income increased $1.6 million (6%) to $28.4 million compared to $26.8 million for the same period in the prior year.

● Net interest margin declined to 3.30% compared to 3.74% for the same period in the prior year.

● Average loans totaled $1.138 billion, an increase of $31 million (3%) compared to average loans for the same period in the prior year.

● Average earning assets totaled $1.734 billion, an increase of $296 million (21%) compared to average earning assets for the same period in the prior year.

● Average deposits totaled $1.613 billion, an increase of $287 million (22%) compared to average deposits for the same period in the prior year.

o Average non-maturing deposits totaled $1.476 billion, an increase of $295 million (25%) compared to the same period in the prior year.

o Average certificates of deposit totaled $137.0 million, a decrease of $8.1 million (6%) compared to the same period in the prior year.

● The Company’s efficiency ratio was 59.3% compared to 63.1% for the same period in the prior year.

o The Company’s efficiency ratio of 59.3% for the first six months of 2021 included $817 thousand of merger related costs, which increased the efficiency ratio by 2.7%.

o The Company’s efficiency ratio of 63.1% for the first six months of 2020 included $1.1 million of non-recurring costs, which increased the efficiency ratio by 3.9%.

● Book value per common share was $10.78 at June 30, 2021 compared to $10.58 at December 31, 2020.

● Tangible book value per common share was $9.87 at June 30, 2021 compared to $9.64 at December 31, 2020.

Credit Quality

● Nonperforming assets at June 30, 2021 totaled $3.8 million or 0.20% of total assets, a decrease of $3.2 million (92% annualized) since December 31, 2020. The decrease in nonperforming assets resulted from repayment of a $3.0 million nonaccrual borrowing relationship during the first quarter of 2021.

● Net loan recoveries were $284 thousand during the first six months of 2021 compared with net loan charge-offs of $292 thousand for the same period a year ago. Net loan recoveries during the first six months of 2021 were primarily related to the collection of previously charged-off principal from our largest nonaccrual borrower.

● There was no provision for loan and lease losses during the first six months of 2021 compared to $4.2 million provision for loan and lease losses for the same period a year ago. This is a result of improved asset quality metrics, net loan loss recoveries and moderation of many of our COVID-19 related credit concerns.

Impacts of COVID-19:

● During 2020, we funded 606 loans totaling $163.5 million under the first Small Business Administration Paycheck Protection Program (“PPP”). We continue to process loan forgiveness applications and, at June 30, 2021, we have 47 loans totaling $12.3 million remaining to be forgiven compared to 487 loans totaling $130.8 million at December 31, 2020.

● During 2021, we funded an additional 247 loans totaling $47.3 million under the second PPP. The application period for the second PPP loan program ended on May 31, 2021. We began to process loan forgiveness applications during June, and at June 30, 2021, we have 234 loans totaling $46.7 million remaining to be forgiven.

● We have experienced significant increases in deposit balances during the past year. All PPP loan funds were deposited into customer accounts at our bank and customer behavior has emphasized savings during the economic slowdown.

● During the first quarter of 2021, the SBA extended their debt relief program and resumed making principal and interest payments on all of our SBA 7(a) loans, which totaled $29.0 million at June 30, 2021. Payment assistance varies by borrower, will continue for no more than eight months and is limited to a maximum $9 thousand per borrower per month.

● At June 30, 2021, approximately 30% of our workforce is working remotely.

● As of April 12, 2021, all of our offices have returned to pre-pandemic operating hours.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SUMMARY OF CRITICAL ACCOUNTING POLICIES & ESTIMATES

Our significant accounting policies are described in Note 2 of the Notes to the Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2020 filed with the SEC on March 5, 2021. Some of these significant accounting policies are considered critical and require management to make difficult, subjective or complex judgments or estimates. Critical accounting estimates are subject to risks and uncertainties and are susceptible to significant change that could have a material impact on the carrying value of certain assets or on income under different assumptions and conditions. Management believes that the following policies would be considered critical under the SEC’s definition.

Valuation of Investments and Impairment of Securities

At the time of purchase, we designate a security as held-to-maturity or available-for-sale, based on our investment objectives, operational needs and intent to hold. We do not engage in trading activity. Securities designated as held-to-maturity are carried at amortized cost. We have the ability and intent to hold these securities to maturity. Securities designated as available-for-sale may be sold to implement our asset/liability management strategies and in response to changes in interest rates, prepayment rates and similar factors. Securities designated as available-for-sale are recorded at fair value and unrealized gains or losses, net of income taxes, are reported as part of accumulated other comprehensive income (loss), a separate component of shareholders’ equity. Gains or losses on sale of securities are based on the specific identification method. The market value and credit rating of each security is monitored to identify changes in asset quality.

Security values may be adjusted to reflect changes in valuation as a result of other-than-temporary declines in value. Investments with fair values that are less than amortized costs are considered impaired. Impairment may result from either a decline in the financial condition of the issuing entity or from changes in interest rates. At each financial statement date, management assesses each investment to determine if impaired investments are temporarily impaired or if the impairment is other-than-temporary based upon the positive and negative evidence available. Evidence evaluated includes, but is not limited to, industry analyst reports, credit market conditions, and interest rate trends.

When an investment is other-than-temporarily impaired, we assess whether we intend to sell the security, or it is more-likely-than-not that we will be required to sell the security before recovery of its amortized cost basis less any current-period credit losses. If we intend to sell the security or if it is more-likely-than-not that we will be required to sell security before recovery of the amortized cost basis, the entire amount of other-than-temporary impairment is recognized in earnings.

For debt securities that are considered other-than-temporarily impaired and that we do not intend to sell and will not be required to sell prior to recovery of our amortized cost basis, we separate the amount of the impairment into the amount that is credit related (credit loss component) and the amount due to all other factors. The credit loss component is recognized in earnings and is calculated as the difference between the investment’s amortized cost basis and the present value of its expected future cash flows.

The remaining differences between the investment’s fair value and the present value of future expected cash flows is deemed to be due to factors that are not credit related and is recognized in other comprehensive income. Significant judgment is required in the determination of whether other-than-temporary impairment has occurred for an investment. We follow a consistent and systematic process for determining other-than-temporary impairment loss. We have designated the ALCO responsible for the other-than-temporary evaluation process.

The ALCO’s assessment of whether an other-than-temporary impairment loss should be recognized incorporates both quantitative and qualitative information including, but not limited to: (1) the length of time and the extent of which the fair value has been less than amortized cost, (2) the financial condition and near term prospects of the issuer, (3) our intent and ability to retain the investment for a period of time sufficient to allow for an anticipated recovery in value, (4) whether the debtor is current on interest and principal payments, and (5) general market conditions and industry or sector specific outlook. See Note 3 Securities in the Notes to Consolidated Financial Statements in this document for further detail on other-than-temporary impairment and the securities portfolio.

Allowance for Loan and Lease Losses

The ALLL is based upon estimates of loan and lease losses and is maintained at a level considered adequate to provide for probable losses inherent in the outstanding loan and lease portfolio. The allowance is increased by provisions charged to expense and reduced by net charge-offs. In periodic evaluations of the adequacy of the allowance balance, management considers our past loan and lease loss experience by type of credit, known and inherent risks in the portfolio, adverse situations that may affect a borrower's ability to repay, the estimated value of any underlying collateral, current economic conditions and other factors.

Management reviews the ALLL on a monthly basis and conducts a formal assessment of the adequacy of the ALLL on a quarterly basis. These assessments include the periodic re-grading of classified loans based on changes in their individual credit characteristics including delinquency, seasoning, recent financial performance of the borrower, economic factors, changes in the interest rate environment and other factors as warranted. Loans are initially graded when originated. Loans are reviewed as they are renewed, when there is a new loan to the same borrower and/or when identified facts demonstrate heightened risk of default. Confirmation of the quality of our grading process is obtained by independent reviews conducted by outside consultants specifically hired for this purpose and by periodic examination by various bank regulatory agencies. Management monitors delinquent loans continuously and identifies problem loans to be evaluated individually for impairment testing. For loans that are determined impaired, formal impairment measurement is performed at least quarterly on a loan-by-loan basis.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our method for assessing the appropriateness of the allowance includes specific allowances for identified problem loans, an allowance factor for categories of credits and allowances for changing environmental factors (e.g., portfolio trends, concentration of credit, growth, economic factors). Allowances for identified problem loans are based on specific analysis of individual credits. Loss estimation factors for unimpaired loan categories are based on analysis of historical losses adjusted for changing environmental factors applicable to each loan category. Allowances for changing environmental factors are management's best estimate of the probable impact these changes would have on the loan portfolio as a whole. See Note 4 Loans in the Notes to Consolidated Financial Statements in this document for further detail on the ALLL and the loan portfolio.

Valuation of Goodwill

Goodwill results from a business combination, and is calculated as the amount of consideration paid in excess of the fair value of the net assets acquired in a transaction. Goodwill is considered to have an indefinite life and is therefore not amortized. It is reviewed annually for impairment, or more frequently if required by circumstances known as triggering events. The impairment analysis requires management to make subjective judgments. Events and factors that may significantly affect the estimates include, among others, significant adverse change in the business climate, slower growth rates or a significant and sustained decline in the price of our common stock.

We perform our analysis of goodwill at the reporting unit level analyzing factors that would impact the estimated fair value of the reporting unit compared to its carrying value. We first assess qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not that goodwill is impaired. If the qualitative assessment results indicate that it is more likely than not that the fair value of any reporting unit is less than its carrying amount, then the quantitative impairment test is performed. Various valuation methodologies are considered when completing the quantitative impairment test to determine the estimated fair value of the reporting unit which is then compared to its carrying value, including goodwill. If the fair value of the our Company (our only reporting unit) is less than its carrying amount, an impairment charge would be taken for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

Income Taxes

Income taxes reported in the consolidated financial statements are computed based on an asset and liability approach. We recognize the amount of taxes payable or refundable for the current year, and deferred tax assets and liabilities for the expected future tax consequences that have been recognized in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We record net deferred tax assets to the extent it is more-likely-than-not that they will be realized. In evaluating our ability to recover the deferred tax assets, management considers all available positive and negative evidence, including projected future taxable income, tax planning strategies and recent financial operations.

In projecting future taxable income, management develops assumptions including the amount of future state and federal pre-tax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates being used to manage the underlying business. We file consolidated federal and state income tax returns.

ASC 740-10-55 Income Taxes requires a two-step process that separates recognition from measurement of tax positions. We recognize the financial statement effect of a tax position when it is more-likely-than-not, based on the technical merits, that the position will be sustained upon examination by a taxing authority. The measurement process is applied only after satisfying the recognition requirement and determines what amount of a tax position will be sustainable upon a potential examination or settlement. If upon measuring, the tax position produces a range of potential tax benefits, we may claim the highest tax benefit from that range as long as it is over 50% likely to be realized using a probability analysis.

We believe that all of the tax positions we have taken, meet the more-likely-than-not recognition threshold. To the extent tax authorities disagree with these tax positions, our effective tax rates could be materially affected in the period of settlement with the taxing authorities.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Fair Value Measurements

We use fair value measurements to record fair value adjustments to certain assets and liabilities, and to determine fair value disclosures. We base our fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Securities available-for-sale and derivatives are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record certain assets at fair value on a nonrecurring basis, such as certain impaired loans held for investment, (“OREO”), core deposit intangible and goodwill. These nonrecurring fair value adjustments typically involve write-downs of individual assets due to application of lower of cost or market accounting.

We have established and documented a process for determining fair value. We maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements. Whenever there is no readily available market data, we use our best estimate and assumptions in determining fair value, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if other assumptions had been used, our recorded earnings or disclosures could have been materially different from those reflected in these consolidated financial statements. Additional information on our use of fair value measurements and our related valuation methodologies is provided in Note 9 Fair Values in the Notes to Consolidated Financial Statements incorporated in this document.

RECENT ACCOUNTING PRONOUNCEMENTS

ASU No. 2016-13

Description - In June of 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments are intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates.

Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. The ASU requires enhanced disclosures to help investors and other financial statement users to better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In addition, the ASU amends the accounting guidance for credit losses on securities and purchased financial assets with credit deterioration.

Methods and timing of adoption – The FASB has voted to delay until January 2023 the implementation of the ASU No. 2016-13 for smaller reporting companies as defined by the SEC. We qualify as a smaller reporting company and in light of this delay, we have postponed the implementation of the ASU and have not determined if we will implement prior to January 2023 or the financial impact. As discussed in Note 11 Merger in the Notes to Consolidated Financial Statements, the Company has entered into an Agreement and Plan of Merger with Columbia Banking System, Inc. with Columbia as the surviving entity. The transaction is expected to close during the fourth quarter of 2021; therefore, we will not adopt ASU No. 2016-13.

ASU No. 2020-04

Description – In March of 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference London Inter-Bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued. The last expedient is a one-time election to sell or transfer debt securities classified as held-to-maturity. The expedients are in effect from March 12, 2020, through December 31, 2022. We have formed a committee to evaluate the impact of the LIBOR transition and this ASU on the Company's consolidated financial statements and to facilitate the transition.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SOURCES OF INCOME

Interest Income

We derive our income primarily from net interest income, which is the difference between the interest income we receive on interest-earning assets and the interest expense we pay on interest-bearing liabilities. Net interest income is impacted by many factors that are beyond our control, including general economic conditions and the policies of various governmental and regulatory agencies, the Federal Reserve Board in particular. Aside from changes in market interest rates, the current net interest margin will be affected by the following:

● The majority of our loans are fixed rate loans or variable rate loans that are already at their floor rate. This has mitigated the impact of declining interest rates on loan yields. The yield on loans, exclusive of PPP loans, has declined 27 basis points from 4.78% for the six months ended June 30, 2020 to 4.51% for the six months June 30, 2021.

● At June 30, 2021, we have 281 PPP loans totaling $59.1 million, which bear an interest rate of 1.00%. The yield on PPP loans is highly dependent on fees earned over the life of the loans. When PPP loans are forgiven and repaid before the end of the loan term, we accelerate recognition of the unamortized loan fee, which increases the average yield on PPP loans for the quarter of forgiveness. For the six months ended June 30, 2021, the average yield for PPP loans was 4.85%, including $2.2 million, in fees ($1.6 million of which was accelerated). At June 30, 2021, net loan fees totaling $142 thousand remain to be earned from loans in the first PPP loan program. We anticipate that most of these fees will be recognized during the third quarter of 2021. At June 30, 2021, net loan fees totaling $1.5 million remain to be earned from loans in the second PPP loan program, which have a five-year term.

● The impact of declining interest rates has been more immediate on our investment securities portfolio and our interest-bearing deposits in other banks. Much of our investment securities portfolio is collateralized by residential and commercial real estate mortgages. The rapid decline in interest rates during 2020 prompted the refinance of many of these mortgages, which accelerated bond repayments and accelerated amortization of bond premiums, lowering yields. Additionally, the cash flows from the investment securities portfolio were reinvested at substantially lower yields. Yield on taxable securities declined from 2.61% for the six months ended June 30, 2020 to 1.61% for the six months ended June 30, 2021.

● During 2020, in response to the economic effects of the COVID-19 pandemic, the Federal Reserve cut short-term interest rates by 150 to 175 basis points and has provided guidance that it expects interest rates to remain low for an extended period of time. Our average yield on interest bearing deposits in other banks decreased 49 basis points for the six months ended June 2021 compared to the six months ended June 30, 2020. We have also experienced significant increased deposit balances due to PPP loan program disbursements and changes in customer behavior, which continues to place greater emphasis on savings during the current uncertain times. During the first six months of 2021, we continued to invest our increased liquidity into our investment securities portfolio, which should enhance our net interest margin and net interest income.

● Cash flows from our loan and investment securities portfolio are being reinvested in the current market at significantly lower rates. Recent bond purchases have centered on longer duration investments such as longer maturity municipal bonds and lower coupon and moderate-term mortgage backed securities.

Net interest income reflects both the amount of earning assets we hold and our net interest margin, which is the difference between the yields we receive on our earning assets and the interest rates we pay to fund those assets. As a result, changes in either our net interest margin or the amount of earning assets we hold will affect our net interest income and earnings.

Increases or decreases in interest rates could adversely affect our net interest margin. Although our asset yields and funding costs tend to move in the same direction in response to changes in interest rates, one can rise or fall faster than the other, and cause our net interest margin to expand or contract. Many of our assets are tied to indexes, which adjust in response to changes in interest rates.

When market interest rates begin to increase in the future, we anticipate that our interest rate risk position will be neutral to moderately liability sensitive which will remain true until sufficient rate rise allows variable rate loans to move higher off their floors.

The low interest rate environment combined with excess liquidity from increased deposits being invested in lower yielding assets has contributed to our lower net interest margin. Because many of our liabilities are already priced near historic lows with little room for further reductions, if interest rates decline, we could experience pressure on our net interest margin as our cost of funds increases relative to the yield we can earn on our assets. We assess our interest rate risk by estimating the effect of interest rate changes on our earnings under various simulated scenarios. The scenarios differ based on assumptions including the direction, magnitude and speed of interest rate changes, and the slope of the yield curve.

There is always the risk that changes in interest rates could reduce our net interest income and earnings in material amounts, especially if actual conditions turn out to be materially different than simulated scenarios. To reduce our interest rate risk, we may rebalance our investment and loan portfolios, refinance our debt or take other strategic actions, which may result in losses or expenses.

46

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table summarizes as of June 30, 2021 when loans are projected to reprice by year and by rate index.

											Years 6
											Through		Beyond
(Amounts in thousands)	Year 1		Year 2		Year 3		Year 4		Year 5		Year 10		Year 10		Total
Rate Index:
Fixed	$	59,225	$	67,622	$	46,869	$	44,062	$	39,279	$	217,043	$	39,971	$	514,071
Variable:
Prime		61,925		4,939		6,593		5,116		8,584		329		—		87,486
5 Year Treasury		51,583		70,562		54,639		95,601		100,033		50,097		—		422,515
7 Year Treasury		2,901		4,465		5,315		—		—		—		—		12,681
1 Year LIBOR		16,772		—		—		—		—		—		—		16,772
Other Indexes		3,432		2,206		2,063		10,427		2,183		12,284		1,363		33,958
Total accruing variable rate loans		136,613		82,172		68,610		111,144		110,800		62,710		1,363		573,412
Nonaccrual		796		770		721		434		234		747		111		3,813
Total	$	196,634	$	150,564	$	116,200	$	155,640	$	150,313	$	280,500	$	41,445	$	1,091,296

For variable rate loans, the following table summarizes those that were at or above their floor rate, and those that do not possess a contractual floor rate.

	At June 30, 2021
	With Floors						Without
(Amounts in thousands)	At Floor Rate		Above Floor Rate		Total		Floors		Total
Variable rate loans:
Prime	$	43,035	$	6,055	$	49,090	$	38,396	$	87,486
5 year Treasury		356,362		43,826		400,188		22,327		422,515
7 Year Treasury		12,681		—		12,681		—		12,681
1 Year LIBOR		—		701		701		16,071		16,772
Other Indexes		16,639		815		17,454		16,504		33,958
Total accruing variable rate loans	$	428,717	$	51,397	$	480,114	$	93,298		573,412
Nonaccrual										3,813
Total variable rate loans									$	577,225

Non Interest Income

We also earn noninterest income. Sources of noninterest income include fees earned on deposit related services, ATM and point of sale fees, payroll and benefit processing fees, earnings on bank-owned life insurance, gains on sale of available-for-sale investment securities, and dividends on FHLB stock. Most of these sources of income do not vary significantly from quarter to quarter. Possible exceptions include gains on sale of available-for-sale investment securities and death proceeds from bank-owned life insurance.

47

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

OVERVIEW

Second Quarter of 2021 Compared With Second Quarter of 2020

Net income for the second quarter of 2021 increased $292 thousand compared to the second quarter of 2020. In the current quarter, net interest income was $181 thousand higher, provision for loan and lease losses was $1.3 million lower and noninterest income was $176 thousand higher. These positive changes were partially offset by noninterest expense that was $1.0 million higher and a provision for income taxes that was $356 thousand higher.

First Six Months of 2021 Compared With First Six Months of 2020

Net income for the first six months of 2021 increased $4.3 million compared to the first six months of 2020. In the current year, net interest income was $1.6 million higher, provision for loan and lease losses was $4.2 million lower and noninterest income was $447 thousand higher. These positive changes were partially offset by noninterest expense that was $123 thousand higher and a provision for income taxes that was $1.8 million higher.

Return on Average Assets and Return on Average Equity

The following table presents the return on average assets and return on average equity for the three and six months ended June 30, 2021 and 2020. For each of the periods presented, the table includes the calculated ratios based on reported net income as shown in the Consolidated Statements of Income incorporated in this document.

	For the Three Months Ended						For the Six Months Ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Return on average assets		0.89	%		0.95	%		1.00	%		0.62	%
Return on average equity		9.26	%		9.26	%		10.22	%		5.65	%

NET INTEREST INCOME AND NET INTEREST MARGIN

During 2020, in response to the economic effects of the COVID-19 pandemic, the Federal Reserve cut short-term interest rates by 150 to 175 basis points and has provided guidance that it expects interest rates to remain low for an extended period of time.

Our net interest margin for the second quarter of 2021 was 3.16%, a decrease of 48 basis points compared to the same period a year ago. Our net interest margin for the first six months of 2021 was 3.30%, a decrease of 44 basis points compared to the same period a year ago.

Maintaining our net interest margin in the future will be challenging as current market pressures are anticipated to cause our yield on interest-earning assets to continue to decline and the current margin is temporarily enhanced by accelerated PPP fees.

For the three months ended June 30, 2021 compared to the same period a year ago, net interest income increased $181 thousand.

Interest income for the second quarter of 2021 decreased $269 thousand or 2% to $14.7 million.

● During the second quarter of 2021, we recognized $588 thousand in accelerated net fee income on PPP loans forgiven and repaid during the quarter. These accelerated loan fees increased the average yield on loans for the second quarter of 2021 by 21 basis points and increased the net interest margin for the second quarter of 2021 by 13 basis points. There was no accelerated net fee income on PPP loans for the second quarter of 2020.

● PPP loans had an average balance of $104.0 million and yield of 4.10% (1.83% excluding accelerated fee income) for the second quarter of 2021 compared to an average balance of $132.8 million and yield of 2.46% for the same period a year ago.

● Excluding PPP loans, interest and fees on loans decreased $1.0 million due to a $16.7 million decrease in average loan balances and a 34 basis point decrease in average yield.

● Interest on investment securities increased $520 thousand due to a $265.6 million increase in average investment securities balances partially offset by a 91 basis point decrease in average yield.

● Interest on interest-bearing deposits due from banks increased $6 thousand due to a $31.6 million increase in average interest-bearing deposit balances partially offset by 1 basis point decrease in average yield.

48

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Interest expense for the second quarter of 2021 decreased $450 thousand or 37% to $764 thousand.

● Interest expense on interest-bearing deposits decreased $385 thousand. Average interest-bearing demand and savings deposit balances increased $141.6 million, while average certificate of deposit balances decreased $3.6 million. The average rate paid on interest-bearing deposits decreased 21 basis points from 0.43% to 0.22%.

● Interest expense on FHLB borrowings decreased $5 thousand. There were no FHLB borrowings during the current quarter. Average FHLB borrowings were $16.0 million during the same period a year ago. During the second quarter of 2020, we took advantage of a program offered by the FHLB that bore no interest. The average rate paid on FHLB borrowings was 0.13% during the second quarter of 2020.

● Interest expense on other term debt decreased $46 thousand. The average debt balance was essentially unchanged, while the average rate paid decreased 188 basis points.

● Interest expense on junior subordinated debentures decreased $14 thousand. The average debt balance was unchanged, while the average rate paid decreased 55 basis points.

For the six months ended June 30, 2021 compared to the same period a year ago, net interest income increased $1.6 million.

Interest income for the first six months of 2021 increased $626 thousand or 2% to $30.0 million.

● During the first six months of 2021, we recognized $1.6 million in accelerated net fee income on PPP loans forgiven and repaid during the six months ended June 30, 2021. These accelerated loan fees increased the average yield on loans for the first six months of 2021 by 28 basis points and increased the net interest margin for the first six months of 2021 by 19 basis points.

● PPP loans had an average balance of $113.6 million and yield of 4.85% (2.00% excluding accelerated fee income) for the first six months of 2021 compared to an average balance of $66.4 million and yield of 2.46% for the same period a year ago.

● Excluding PPP loans, interest and fees on loans decreased $1.8 million due to a $16.6 million decrease in average loan balances and a 27 basis point decrease in average yield.

● During the first quarter of 2021, we recognized $251 thousand in interest income from repayment of a nonaccrual loan. The interest income recognized from that repayment increased the average yield on loans for the first quarter of 2021 by 9 basis points.

● Interest on investment securities increased $663 thousand due to a $217.2 million increase in average investment securities balances partially offset by a 92 basis point decrease in average yield.

● Interest on interest-bearing deposits due from banks decreased $119 thousand due to a 49 basis point decrease in average yield that was partially offset by a $47.9 million increase in average interest-bearing deposit balances.

Interest expense for the first six months of 2021 decreased $987 thousand or 38% to $1.6 million.

● Interest expense on interest-bearing deposits decreased $831 thousand. Average interest-bearing demand and savings deposit balances increased $170.0 million, while average certificate of deposit balances decreased $8.1 million. The average rate paid on interest-bearing deposits decreased 24 basis points from 0.48% to 0.24%.

● Interest expense on FHLB borrowings decreased $5 thousand due to a $6.2 million decrease in average FHLB borrowings balance and a 12 basis point decrease in average yield. During the second quarter of 2020, we took advantage of a program offered by the FHLB that bore no interest and were fully repaid during the first quarter of 2021.

● Interest expense on other term debt decreased $93 thousand. The average debt balance was essentially unchanged, while the average rate paid decreased 187 basis points.

● Interest expense on junior subordinated debentures decreased $58 thousand. The average debt balance was unchanged, while the average rate paid decreased 113 basis points.

49

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Average Balances, Interest Income/Expense and Yields/Rates Earned/Paid

The following tables present average balance sheet information, together with interest income and yields earned on average interest-earning assets, and interest expense and rates paid on average interest-bearing liabilities for the three and six months ended June 30, 2021 and 2020.

	For the Three Months Ended
	June 30, 2021							June 30, 2020
	Average							Average
(Dollars in thousands)	Balance		Interest (1)		Yield/ Rate (5)			Balance		Interest (1)		Yield/ Rate (5)
Interest-earning assets:
Loans, net of PPP (2)	$	1,031,484	$	11,366		4.42	%	$	1,048,139	$	12,411		4.76	%
PPP loans		104,037		1,063		4.10	%		132,776		813		2.46	%
Taxable securities		437,710		1,697		1.56	%		211,195		1,329		2.53	%
Tax-exempt securities (3)		97,637		575		2.36	%		58,540		423		2.91	%
Interest-bearing deposits in other banks		104,152		27		0.10	%		72,507		21		0.12	%
Average interest-earning assets		1,775,020		14,728		3.33	%		1,523,157		14,997		3.96	%
Cash and due from banks		21,819							21,564
Premises and equipment, net		14,715							15,428
Goodwill		11,671							11,671
Other intangibles, net		3,743							4,508
Other assets		42,326							50,499
Average total assets	$	1,869,294						$	1,626,827
Interest-bearing liabilities:
Demand - interest-bearing	$	301,052		55		0.07	%	$	261,907		85		0.13	%
Money market		443,067		180		0.16	%		365,368		317		0.35	%
Savings		163,227		41		0.10	%		138,500		95		0.28	%
Certificates of deposit		139,391		303		0.87	%		142,955		467		1.31	%
Federal Home Loan Bank of San Francisco ("FHLB") borrowings		—		—		—	%		16,044		5		0.13	%
Other borrowings		10,000		138		5.54	%		9,976		184		7.42	%
Junior subordinated debentures		10,310		47		1.83	%		10,310		61		2.38	%
Average interest-bearing liabilities		1,067,047		764		0.29	%		945,060		1,214		0.52	%
Noninterest-bearing demand		606,625							497,636
Other liabilities		16,293							17,095
Shareholders’ equity		179,329							167,036
Average liabilities and shareholders’ equity	$	1,869,294						$	1,626,827
Net interest income and net interest margin (4)			$	13,964		3.16	%			$	13,783		3.64	%

⁽¹⁾ Interest income on loans, net of PPP includes net fees and costs of approximately $249 thousand and $138 thousand for the three months ended June 30, 2021 and 2020, respectively. Interest income on PPP loans includes $806 million and $476 thousand of net fees and costs for the three months ended June 30, 2021 and 2020, respectively.

⁽²⁾ Loans, net of PPP includes average nonaccrual loans of $3.9 million and $5.6 million for the three months ended June 30, 2021 and 2020, respectively.

⁽³⁾ Interest income and yields on tax-exempt securities are presented on a nominal basis, not on a tax equivalent basis.

⁽⁴⁾ Net interest margin is net interest income expressed as a percentage of average interest-earning assets. Net interest income for the three months ended June 30, 2021 and 2020 included $115 thousand and $216 thousand, respectively, in accretion of the discount on the loans acquired from Merchants Holding Company, which improved the net interest margin by 4 and 7 basis points, respectively.

⁽⁵⁾ Yields and rates are calculated by dividing income or expense by the average balance of assets or liabilities, respectively.

50

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

	For the Six Months Ended
	June 30, 2021							June 30, 2020
	Average							Average
(Dollars in thousands)	Balance		Interest (1)		Yield/ Rate (5)			Balance		Interest (1)		Yield/ Rate (5)
Interest-earning assets:
Loans, net of PPP (2)	$	1,024,343	$	22,913		4.51	%	$	1,040,914	$	24,749		4.78	%
PPP loans		113,562		2,731		4.85	%		66,388		813		2.46	%
Taxable securities		398,220		3,182		1.61	%		224,300		2,911		2.61	%
Tax-exempt securities (3)		90,038		1,086		2.43	%		46,705		694		2.99	%
Interest-bearing deposits in other banks		107,716		56		0.10	%		59,820		175		0.59	%
Average interest-earning assets		1,733,879		29,968		3.49	%		1,438,127		29,342		4.10	%
Cash and due from banks		21,781							21,775
Premises and equipment, net		14,858							15,591
Goodwill		11,671							11,671
Other intangibles, net		3,838							4,604
Other assets		44,062							48,655
Average total assets	$	1,830,089						$	1,540,423
Interest-bearing liabilities:
Demand - interest-bearing	$	298,236		113		0.08	%	$	247,641		185		0.15	%
Money market		434,140		375		0.17	%		336,477		720		0.43	%
Savings		158,738		89		0.11	%		137,002		213		0.31	%
Certificates of deposit		136,969		641		0.94	%		145,098		931		1.29	%
Federal Home Loan Bank of San Francisco ("FHLB") borrowings		1,934		—		—	%		8,132		5		0.12	%
Other borrowings		10,000		275		5.55	%		9,970		368		7.42	%
Junior subordinated debentures		10,310		93		1.82	%		10,310		151		2.95	%
Average interest-bearing liabilities		1,050,327		1,586		0.30	%		894,630		2,573		0.58	%
Noninterest-bearing demand		584,513							459,241
Other liabilities		16,501							16,974
Shareholders’ equity		178,748							169,578
Average liabilities and shareholders’ equity	$	1,830,089						$	1,540,423
Net interest income and net interest margin (4)			$	28,382		3.30	%			$	26,769		3.74	%

⁽¹⁾ Interest income on loans, net of PPP includes net fees and costs of approximately $453 thousand and $395 thousand for the six months ended June 30, 2021 and 2020, respectively. Interest income on PPP loans includes $2.2 million and $476 thousand of net fees and costs for the six months ended June 30, 2021 and 2020, respectively.

⁽²⁾ Loans, net of PPP includes average nonaccrual loans of $5.0 million and $5.5 million for the six months ended June 30, 2021 and 2020, respectively.

⁽³⁾ Interest income and yields on tax-exempt securities are presented on a nominal basis, not on a tax equivalent basis.

⁽⁴⁾ Net interest margin is net interest income expressed as a percentage of average interest-earning assets. Net interest income for the six months ended June 30, 2021 and 2020 included $225 thousand and $379 thousand, respectively, in accretion of the discount on the loans acquired from Merchants Holding Company, which improved the net interest margin by 4 and 7 basis points, respectively.

⁽⁵⁾ Yields and rates are calculated by dividing income or expense by the average balance of assets or liabilities, respectively.

51

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Analysis of Changes in Net Interest Income

The following tables set forth a summary of the changes in net interest income due to changes in average balances (volume variance) and changes in average rates (rate variance) for the three and six months ended June 30, 2021 and 2020. Changes in interest income and expense, which are not specifically attributable to either volume or rate, are allocated proportionately between both variances. Interest income and yields on tax-exempt securities are presented on a nominal basis; not on a tax equivalent basis.

	Three Months Ended June 30, 2021 Over Three Months Ended June 30, 2020
(Amounts in thousands)	Volume			Rate			Net Change
Increase (decrease) in interest income:
Loans, net of PPP	$	(195	)	$	(849	)	$	(1,044	)
PPP loans		(120	)		369			249
Taxable securities		881			(513	)		368
Tax-exempt securities (1)		211			(59	)		152
Interest-bearing deposits in other banks		8			(2	)		6
Total increase (decrease)		785			(1,054	)		(269	)
Increase (decrease) in interest expense:
Demand - interest-bearing		16			(46	)		(30	)
Money market		92			(229	)		(137	)
Savings		21			(75	)		(54	)
Certificates of deposit		(11	)		(153	)		(164	)
FHLB borrowings		(2	)		(3	)		(5	)
Other borrowings		—			(46	)		(46	)
Junior subordinated debentures		—			(14	)		(14	)
Total increase (decrease)		116			(566	)		(450	)
Net increase	$	669		$	(488	)	$	181

⁽¹⁾ Interest income on tax-exempt securities is not presented on a tax equivalent basis.

	Six Months Ended June 30, 2021 Over Six Months Ended June 30, 2020
(Amounts in thousands)	Volume			Rate			Net Change
Increase (decrease) in interest income:
Loans, net of PPP	$	(388	)	$	(1,446	)	$	(1,834	)
PPP loans		812			1,104			1,916
Taxable securities		1,384			(1,113	)		271
Tax-exempt securities (1)		490			(98	)		392
Interest-bearing deposits in other banks		3,999			(4,118	)		(119	)
Total increase (decrease)		6,297			(5,671	)		626
Increase (decrease) in interest expense:
Demand - interest-bearing		51			(123	)		(72	)
Money market		326			(671	)		(345	)
Savings		41			(165	)		(124	)
Certificates of deposit		(50	)		(240	)		(290	)
FHLB borrowings		(2	)		(3	)		(5	)
Other borrowings		1			(94	)		(93	)
Junior subordinated debentures		—			(58	)		(58	)
Total increase (decrease)		367			(1,354	)		(987	)
Net increase	$	5,930		$	(4,317	)	$	1,613

⁽¹⁾ Interest income on tax-exempt securities is not presented on a tax equivalent basis.

52

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PROVISION FOR LOAN AND LEASE LOSSES

There was no provision for loan and lease losses for the three months ended June 30, 2021 compared to $1.3 million for the same period in the prior year. There was no provision for loan and lease losses for the six months ended June 30, 2021 compared to $4.2 million for the same period in the prior year. A detailed discussion of our provision is provided later in this filing under the heading “Allowance for Loan and Lease Losses”. Also, see Note 4 Loans in the Notes to Consolidated Financial Statements for further information.

NONINTEREST INCOME

The following table presents the key components of noninterest income for the three and six months ended June 30, 2021 and 2020.

	For the Three Months Ended										For the Six Months Ended
	June 30,				Change						June 30,					Change
(Dollars in thousands)	2021		2020		Amount			Percent			2021		2020			Amount			Percent
Noninterest income:
Service charges on deposit accounts	$	160	$	152	$	8			5	%	$	308	$	321		$	(13	)		(4	)%
ATM and point of sale fees		401		263		138			52	%		719		531			188			35	%
Payroll and benefit processing fees		160		143		17			12	%		329		313			16			5	%
Life insurance		123		148		(25	)		(17	)%		244		271			(27	)		(10	)%
Gain on sale of investment securities, net		64		140		(76	)		(54	)%		71		224			(153	)		(68	)%
FHLB dividends		126		36		90			250	%		219		166			53			32	%
Legal settlement		—		—		—			—	%		221		—			221			100	%
Loss on disposal of equipment		—		—		—			—	%		—		(132	)		132			100	%
Other income		97		73		24			33	%		183		153			30			20	%
Total noninterest income	$	1,131	$	955	$	176			18	%	$	2,294	$	1,847		$	447			24	%

Noninterest income for the three and six months ended June 30, 2021 increased compared to the same periods in the prior year. Changes in noninterest income included the following items:

● ATM and point of sales fees increased during 2021 compared to the prior year due to increased spending activity as COVID-19 restrictions eased and from customers receiving and spending stimulus checks.

● FHLB dividend income increased due to changes in the dividend rate paid by the FHLB. During 2020, the FHLB dividend rate decreased 200 basis points. During 2021, the dividend rate increased by 100 basis points. 

● The six months ended June 30, 2021 also included $221 thousand legal settlement, which was partial recovery of an investment security impairment loss recorded during the second quarter of 2016.

53

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NONINTEREST EXPENSE

The following table presents the key components of noninterest expense for the three and six months ended June 30, 2021 and 2020.

	For the Three Months Ended												For the Six Months Ended
	June 30,						Change						June 30,						Change
(Dollars in thousands)	2021			2020			Amount			Percent			2021			2020			Amount			Percent
Noninterest expense:
Salaries & related benefits	$	5,728		$	6,163		$	(435	)		(7	)%	$	11,914		$	12,087		$	(173	)		(1	)%
Loan origination costs		(523	)		(1,198	)		675			56	%		(1,070	)		(1,649	)		579			35	%
Premises & equipment		973			826			147			18	%		1,932			1,680			252			15	%
FDIC insurance premium		124			90			34			38	%		234			126			108			86	%
Data processing fees		546			585			(39	)		(7	)%		1,094			1,116			(22	)		(2	)%
Professional services		278			469			(191	)		(41	)%		579			803			(224	)		(28	)%
Telecommunications		145			156			(11	)		(7	)%		315			327			(12	)		(4	)%
Non-recurring costs		—			—			—			—	%		—			1,114			(1,114	)		(100	)%
Merger costs		817			—			817			100	%		817			—			817			100	%
Other		1,191			1,179			12			1	%		2,361			2,449			(88	)		(4	)%
Total noninterest expense	$	9,279		$	8,270		$	1,009			12	%	$	18,176		$	18,053		$	123			1	%

Salaries and related benefits for the three and six months ended June 30, 2021 were reduced compared to the same periods in the prior year as a result of decreases in the overall number of staff and decreased vacation benefit costs. During the current year, employees used more of their previously accrued vacation benefits as travel restrictions imposed in response to the COVID-19 pandemic were reduced.

Loan origination costs in 2020 were higher as a result of loans originated under the PPP. In 2020, we originated 606 PPP loans compared to 247 PPP loans originated in 2021.

The first six months of 2020 included $1.1 million in non-recurring costs that consisted of $700 thousand associated with the termination of a technology management services contract and $414 thousand related to a severance agreement. Excluding the non-recurring costs, noninterest expense in 2021 increased $1.2 million mostly resulting from $817 thousand of merger related costs and the previously discussed change in loan origination costs.

The Company’s efficiency ratio was 61.5% for the second quarter of 2021. The ratio during the same period in 2020 was 56.1%. The Company’s efficiency ratio of 61.5% for the second quarter of 2021 included $817 thousand of merger related costs, which increased the efficiency ratio by 5.4%.

The Company’s efficiency ratio was 59.3% for the six months of 2021. The ratio during the same period in 2020 was 63.1%. The Company’s efficiency ratio of 59.3% for the first six months of 2021 included $817 thousand of merger related costs, which increased the efficiency ratio by 2.7%. The Company’s efficiency ratio of 63.1% for the first six months of 2020 included $1.1 million of non-recurring costs, which increased the efficiency ratio by 3.9%.

INCOME TAXES

Our provision for income taxes includes both federal and state income taxes and reflects the application of federal and state statutory rates to our income before taxes. The following table reflects our tax provision and the related effective tax rate for the periods indicated.

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2021			2020			2021			2020
Income Taxes:
Income before provision for income taxes	$	5,816		$	5,168		$	12,500		$	6,413
Provision for income taxes	$	1,677		$	1,321		$	3,441		$	1,650
Effective tax rate		28.8	%		25.6	%		27.5	%		25.7	%

The income tax calculation for the second quarter of 2021 included the impact of $772 thousand of non-deductible merger costs, which increased the effective tax rate by 2.4%.

The income tax calculation for the six months ended June 30, 2021 included the impact of $772 thousand of non-deductible merger costs, which increased the effective tax rate by 1.1%.

54

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

CONSOLIDATED BALANCE SHEETS

As of June 30, 2021, we had total consolidated assets of $1.917 billion, gross loans of $1.091 billion, allowance for loan and lease losses (“ALLL”) of $17 million, total deposits of $1.697 billion, and shareholders’ equity of $182 million.

We maintained noninterest-bearing cash positions at the Federal Reserve Bank and correspondent banks in the amount of $21.0 million and we also held interest-bearing deposits in the amount of $156.1 million. During the first six months of 2021, we continued to invest our increased liquidity into our investment securities portfolio.

Available-for-sale investment securities totaled $579.7 million at June 30, 2021, compared to $446.9 million at December 31, 2020. Changes in our available-for-sale securities portfolio were as follows:

● Purchased securities with a par value of $221.1 million.

● Sold securities with a par value of $37.7 million resulting in $71 thousand in net realized gains.

● Received $49.9 million in proceeds from principal payments, calls and maturities.

At June 30, 2021, our net unrealized gains on available-for-sale investment securities were $6.3 million compared to net unrealized gains of $10.6 million at December 31, 2020. The fluctuation in net unrealized gains during the six months ended June 30, 2021 was due to changes in market interest rates.

We recorded gross loan balances of $1.091 billion at June 30, 2021, compared to $1.140 billion at December 31, 2020, a decrease of $49 million. Loans, exclusive of PPP increased $23 million, while PPP loans decreased $72 million during the first six months of 2021.

Nonperforming loans, which include nonaccrual loans and accruing loans past due over 90 days, decreased by $3.2 million to $3.8 million, or 0.35% of gross loans as of June 30, 2021, compared to $7.0 million, or 0.62% of gross loans as of December 31, 2020. The decrease resulted from repayment of a $3.0 million nonaccrual borrowing relationship during the first quarter of 2021.

Past due loans as of June 30, 2021 decreased $3.5 million to $1.9 million, compared to $5.4 million as of December 31, 2020. The decrease resulted from collection of the previously discussed $3.0 million nonaccrual loans. We believe that risk grading for past due and nonperforming loans appropriately reflects the risk associated with those loans.

In response to the COVID-19 pandemic, we granted loan payment deferrals to help many of our borrowers during 2020. At June 30, 2021, payment deferrals were extant for 16 loans totaling $4.1 million compared to 82 loans totaling $9.5 million at December 31, 2020. A detailed discussion of the loan payment deferrals is provided later in this document under the heading “COVID-19 Troubled Debt Restructuring Guidance”.

During the first quarter of 2021, the SBA extended its debt relief program and resumed making principal and interest payments on all SBA 7(a) loans. Without these payments, past due loan totals might have been higher at June 30, 2021. A detailed discussion of program is provided later in this document under the heading “SBA Loan Payments”.

The ALLL at June 30, 2021 increased $284 thousand to $17.2 million compared to $16.9 million at December 31, 2020. At June 30, 2021, relying on our ALLL methodology, which uses criteria such as credit grading, historical loss rates, and qualitative factors, we believe the ALLL is adequate. There is, however, no assurance that future loan and lease losses will not exceed the levels provided for in the ALLL and could result in future charges to the provision for loan and lease losses. A detailed discussion of the ALLL is provided later in this document under the heading “Allowance for Loan and Lease Losses”. Also, see Note 4 Loans in the Notes to Consolidated Financial Statements for further information on the ALLL and the loan portfolio.

Premises and equipment totaled $14.5 million at June 30, 2021, a decrease of $485 thousand compared to $15.0 million at December 31, 2020.

At June 30, 2021, we had no OREO properties compared to $8 thousand at December 31, 2020. During the six months ended June 30, 2021, we recognized a write-down for $8 thousand and sold the property.

Bank-owned life insurance increased $256 thousand during the six months ended June 30, 2021 to $24.5 million compared to $24.2 million at December 31, 2020.

Goodwill and other intangible assets, net totaled $15.3 million at June 30, 2021, a decrease of $383 thousand compared to $15.7 million at December 31, 2020, resulting from amortization of core deposit intangibles.

Other assets, which include the Bank’s investment in qualified zone academy bonds, FHLB stock, right-of-use lease asset and low-income housing tax credit partnerships totaled $26.8 million at June 30, 2021 compared to $28.2 million at December 31, 2020.

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Total deposits at June 30, 2021, increased $155 million or 20% annualized to $1.697 billion compared to $1.543 at December 31, 2020.

● Total non-maturing deposits increased $153.3 million or 22% annualized compared to December 31, 2020. The increase in non-maturing deposits was due disbursements from the second PPP program and changes in customer behavior, which continues to place greater emphasis on savings during the current uncertain times. Management assumes that depositor behavior will change at a later date, but is unable to predict the timing of that change.

● Certificates of deposit increased $1.2 million or 2% annualized compared to December 31, 2020.

Other liabilities, which include the Bank’s liability for Supplemental Executive Retirement Plan (“SERP”), deferred director compensation, operating leases and the funding obligation for investments in LIHTC, decreased $795 thousand to $17.4 million as of June 30, 2021 compared to $18.2 million at December 31, 2020.

Investment Securities

The composition of our investment securities portfolio reflects management’s objective of pursuing yield and a relatively stable source of interest income while maintaining an appropriate level of liquidity.

The investment securities portfolio also:

● Partially mitigates interest rate risk;

● Diversifies the credit risk inherent in the loan portfolio;

● Provides a vehicle for the investment of excess liquidity;

● Provides a source of liquidity when pledged as collateral for lines of credit or certain public funds.

The carrying value of our available-for-sale investment securities totaled $579.7 million at June 30, 2021, compared to $446.9 million at December 31, 2020. Unprecedented deposit growth during the last year as a result of PPP programs and changes in customer behavior has led to a significant increase in the size of our investment securities portfolio. During the six months ended June 30, 2021, we purchased securities with a par value of $221.1 million and weighted average yield of 1.54% (1.59% tax equivalent) and sold securities with a par value of $37.7 million and weighted average yield of negative 0.16% and tax equivalent yield of negative 0.08%.

The following table presents the available-for-sale investment securities portfolio at fair value as of June 30, 2021 and December 31, 2020.

	June 30,		December 31,
(Amounts in thousands)	2021		2020
Available-for-sale securities:
U.S. government & agencies	$	29,691	$	32,994
Obligations of state and political subdivisions		136,467		108,366
Residential mortgage-backed securities and collateralized mortgage obligations		317,842		240,478
Commercial mortgage-backed securities		52,718		28,074
Other asset-backed securities		42,946		36,968
Total	$	579,664	$	446,880

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table presents information regarding the amortized cost, and maturity structure of the investment securities portfolio at June 30, 2021.

						Maturities					Maturities
	Maturities					Over One Through					Over Five Through					Maturities
	Within One Year					Five Years					Ten Years					Over Ten Years					Total
(Dollars in thousands)	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Available-for-sale securities: (1)
U.S. government & agencies	$	—		—	%	$	857		2.51	%	$	13,944		2.53	%	$	14,102		2.08	%	$	28,903		2.31	%
Obligations of state and political subdivisions		844		3.25	%		7,933		3.69	%		18,321		2.35	%		105,577		2.27	%		132,675		2.37	%
Residential mortgage-backed securities and collateralized mortgage obligations		11,683		2.33	%		99,167		1.83	%		167,257		1.40	%		39,050		1.75	%		317,157		1.61	%
Commercial mortgage-backed securities		—		—	%		1,510		2.48	%		22,766		1.66	%		28,208		1.61	%		52,484		1.66	%
Other asset-backed securities		—		—	%		—		—	%		—		—	%		42,143		1.25	%		42,143		1.25	%
Total	$	12,527		2.39	%	$	109,467		1.98	%	$	222,288		1.58	%	$	229,080		1.90	%	$	573,362		1.80	%

⁽¹⁾ The maturities for the collateralized mortgage obligations and mortgage-backed securities are presented by expected average life, rather than contractual maturity. The yield on tax-exempt securities has not been adjusted to a tax-equivalent yield basis.

Loan Portfolio

Historically, we have concentrated our loan origination activities primarily within the California counties of El Dorado, Placer, Sacramento, and Shasta. In recent years, our loan origination activity has expanded to include other portions of California and northern Nevada. We manage our credit risk through various diversifications (borrower industry, geography, collateral type) of our loan portfolio, the application of sound underwriting policies and procedures, and ongoing credit monitoring practices. Generally, our loans are secured by real estate or other assets located in California. Repayment is expected from the borrower’s cash flows or cash flows from real estate investments.

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table presents the composition of the loan portfolio as of June 30, 2021 and December 31, 2020.

	June 30, 2021						December 31, 2020
(Dollars in thousands)	Amount			%			Amount			%
Loan Portfolio:
Commercial	$	93,650			9	%	$	115,559			10	%
PPP		59,058			5			130,814			11
Commercial real estate:
Construction and land development		30,494			3			44,549			4
Non-owner occupied		626,819			57			550,020			48
Owner occupied		168,296			15			172,967			15
Residential real estate:
ITIN		26,912			2			29,035			3
1-4 family mortgage		50,259			5			55,925			5
Equity lines		17,827			2			18,894			2
Consumer and other		17,430			2			21,969			2
Gross loans		1,090,745			100	%		1,139,732			100	%
Deferred fees and costs		551						229
Loans, net of deferred fees and costs		1,091,296						1,139,961
Allowance for loan and lease losses		(17,194	)					(16,910	)
Net loans	$	1,074,102					$	1,123,051

The following table sets forth the contractual maturity of our loan portfolio as of June 30, 2021, although contractual maturities of loans do not necessarily reflect the actual lives of the loans.

			After One		After Five		After
	Within One		Through		Through		Fifteen
(Amounts in thousands)	Year		Five Years		Fifteen Years		Years		Total
Loan Portfolio:
Commercial	$	38,007	$	52,592	$	3,051	$	—	$	93,650
PPP		59,058		—		—		—		59,058
Commercial real estate:
Construction and land development		8,359		2,931		1,675		17,529		30,494
Non-owner occupied		48,294		229,491		316,010		33,024		626,819
Owner occupied		17,751		65,397		84,516		632		168,296
Residential real estate:
ITIN		3,316		13,085		10,178		333		26,912
1-4 family mortgage		3,984		16,720		26,999		2,556		50,259
Equity lines		318		927		935		15,647		17,827
Consumer and other		1,077		1,494		2		14,857		17,430
Gross loans		180,164		382,637		443,366		84,578		1,090,745
Deferred fees and costs		—		—		—		—		551
Loans, net of deferred fees and costs	$	180,164	$	382,637	$	443,366	$	84,578	$	1,091,296
Loans with:
Fixed rates	$	59,224	$	197,833	$	255,965	$	1,049	$	514,071
Variable rates		120,940		184,804		187,401		83,529		576,674
Deferred fees and costs		—		—		—		—		551
Total	$	180,164	$	382,637	$	443,366	$	84,578	$	1,091,296

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table presents our fixed and variable interest rate loans at June 30, 2021.

	At June 30, 2021
(Amounts in thousands)	Fixed		Variable		Total
Loan Portfolio:
Commercial	$	56,410	$	37,240	$	93,650
PPP		59,058		—		59,058
Commercial real estate:
Construction and land development		15,567		14,927		30,494
Non-owner occupied		284,631		342,188		626,819
Owner occupied		35,963		132,333		168,296
Residential real estate:
ITIN		8,155		18,757		26,912
1-4 family mortgage		36,729		13,530		50,259
Equity lines		416		17,411		17,827
Consumer and other		17,142		288		17,430
Gross loans		514,071		576,674		1,090,745
Deferred fees and costs		—		551		551
Loans, net of deferred fees and costs	$	514,071	$	577,225	$	1,091,296

Loans with Unique Credit Characteristics

ITIN Loans

We own a pool of Individual Tax Identification Number (“ITIN”) residential mortgage loans, which are geographically disbursed throughout the United States and are made to legal United States residents who do not possess a social security number. The ITIN loan portfolio is serviced by a third party. The majority of the ITIN loans are variable rate loans and may have an increased default risk in a rising rate environment. As with all loans, worsening economic conditions in the United States could cause us to suffer higher default rates on our ITIN loans and reduce the value of the assets that we hold as collateral. If in the future, we become responsible for servicing these loans, we may realize additional monitoring, servicing and appraisal costs due to the geographic disbursement of the portfolio, which would adversely affect our noninterest expense. At June 30, 2021, there were 14 ITIN loans totaling $827 thousand with a COVID-19 related payment deferral. Payment deferrals are limited to no more than six months.

SFC Loans

Between May of 2014 and December of 2018, we purchased unsecured retail installment home improvement consumer loans that were originated by Service Finance Company, LLC (“SFC”). The loans were made through a network of over 8,000 approved home improvement dealers throughout the United States and Puerto Rico. Loans within the portfolio have a wide range of terms, interest rates and purchase discounts or premiums and at origination were made to borrowers with FICO scores of 750 or higher. Principal repayments on these loans totaled $3.9 million during the six months ended June 30, 2021. The loans are serviced by a third party. If in the future, we become responsible for servicing these loans, we may realize additional monitoring and servicing costs due to the geographic disbursement of the portfolio, which would adversely affect our noninterest expense. At June 30, 2021, there were no SFC loans with a COVID-19 related payment deferral.

Paycheck Protection Program (PPP) Loans

We have funded 853 loans totaling $210.8 million under the two PPP loan programs through June 30, 2021.

First PPP Loan Program - 2020

During 2020, we originated 606 loans totaling $163.5 million in the first PPP loan program. Most of the loans have subsequently been forgiven and repaid. At June 30, 2021, 47 loans totaling $12.3 million remain outstanding in the program. The majority of the first program loans have a two-year term over which the loan fee income (net of loan origination costs) is being earned. When a PPP loan is repaid prior to maturity, all unamortized fees and costs associated with the loan are accelerated into income. During the first six months of 2021, 440 loans totaling $118.5 million were repaid and we recognized $1.6 million in accelerated net fee income compared to 119 loans repaid totaling $32.7 million and $664 thousand in accelerated net fee income in the fourth quarter of 2020. At June 30, 2021, net loan fees totaling $142 thousand remain to be earned and we anticipate that most of it will be recognized during the third quarter of 2021.

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Second PPP Loan Program - 2021

During the first quarter of 2021, the SBA announced a second PPP loan program. The SBA’s second PPP loan program provided first draw PPP loans to borrowers who were ineligible under the first PPP loan program (sole proprietors, ITIN business owners, small business owners with non-fraud felony convictions and small business owners who have struggled with student loan debt) and allowed second draw PPP loans to qualifying businesses that received a first draw under SBA’s first PPP loan program. The loans were available until May 31, 2021, were limited to $2 million, had a five-year term and SBA increased the lender fees for loans under $50 thousand to incentivize lenders to work with smaller borrowers.

During 2021, we have originated 247 loans totaling $47.3 million in the second PPP loan program. During the second quarter of 2021, we began to process loan forgiveness applications. At June 30, 2021, we have 234 loans totaling $46.7 million in the program. We anticipate that the loans in the second PPP loan program will have a lower yield than the first PPP loan program as net loan fee income will be recognized over a five-year term instead of the two-year term of the first program. Borrowers may submit a loan forgiveness application after using the loan proceeds and submitting an application for forgiveness of their first PPP loan. When a PPP loan is repaid prior to maturity, all unamortized fees and cost associated with the loan are accelerated into income. During the first six months of 2021, 13 loans totaling $629 thousand were repaid and we recognized $28 thousand in accelerated net fee income. At June 30, 2021, net loan fees totaling $1.5 million remain to be earned.

The following tables provide additional information on PPP loans by industry and by loan balance at June 30, 2021 for loans in both PPP loan programs.

	At June 30, 2021
(Dollars in thousands)	Number		Balance
Industry:
Construction		39	$	15,634
Healthcare and Social Assistance		42		4,326
Professional, Scientific and Tech Services		37		5,711
Accommodation and Food Services		39		9,185
Admin, Support, Waste Management and Remediation Services		9		2,064
Primary Metal Manufacturing		7		558
Retail Trade		19		3,340
Other		89		18,240
Total		281	$	59,058

	At June 30, 2021
(Dollars in thousands)	Balance		Number		Average Loan Size
Loan Size:
$50,000 or less	$	2,232		101	$	22
$50,001 to $150,000		7,047		83	$	85
$150,001 to $350,000		10,723		51	$	210
$350,001 to $1,999,999		31,884		43	$	741
$2,000,000 or greater		7,172		3	$	2,391
Total	$	59,058		281	$	210

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table presents the status of our loans in the forgiveness process.

	At June 30, 2021						At December 31, 2020
(Dollars in thousands)	Balance		Number		Average Loan Size		Balance		Number		Average Loan Size
First PPP loan program - 2020
Borrower has not started application	$	314		7	$	45	$	33,459		185	$	181
Borrower is working on application		3,348		15	$	223		31,277		136	$	230
Borrower has completed application and bank is reviewing it		2,744		16	$	172		43,872		105	$	418
Bank has approved application and submitted it to SBA		5,804		6	$	967		22,087		44	$	502
Loans partially repaid (1)		137		3	$	46		119		17	$	7
PPP loans not fully repaid		12,347		47	$	263		130,814		487	$	269
Repayments		151,146		559	$	270		32,679		119	$	275
Total first PPP loan program - 2020		163,493		606	$	270		163,493		606	$	270
Second PPP loan program - 2021
Borrower has not started application		42,506		221	$	192		—		—	$	—
Borrower is working on application		2,224		6	$	371		—		—	$	—
Borrower has completed application and bank is reviewing it		1,911		6	$	319		—		—	$	—
Bank has approved application and submitted it to SBA		70		1	$	70		—		—	$	—
PPP loans not fully repaid		46,711		234	$	200		—		—	$	—
Repayments		629		13	$	48		—		—	$	—
Total second PPP loan program - 2021		47,340		247	$	192		—		—	$	—
Total PPP loans originated by bank	$	210,833		853	$	247	$	163,493		606	$	270

⁽¹⁾ Borrowers who participated in the Economic Injury Disaster Loan ("EIDL") program had their forgiveness payment reduced by their EIDL advance. This reduction has subsequently been repealed and the SBA has remitted a reconciliation payment for previously-deducted EIDL advance amounts, plus interest.

Purchased Loans

In addition to loans we have originated or loans we acquired in conjunction with our acquisition of Merchants National Bank of Sacramento, the loan portfolio includes purchased loan pools and purchased participations. Purchased loan pools and participations are recorded at their fair value at the acquisition date.

The following table presents the recorded investment in purchased loan pools and purchased participations at June 30, 2021 and December 31, 2020. The purchased loans presented in the table include the ITIN and SFC loans discussed under the heading “Loans with Unique Credit Characteristics”.

	June 30, 2021					December 31, 2020
(Dollars in thousands)	Balance		% of Gross Loan Portfolio			Balance		% of Gross Loan Portfolio
Loan Type:
Commercial real estate	$	10,183		1	%	$	14,027		1	%
Residential real estate		37,302		3			40,242		3
Consumer and other		14,419		1			18,369		2
Total purchased loans	$	61,904		5	%	$	72,638		6	%

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Asset Quality

Nonperforming Assets

Our loan portfolio is heavily concentrated in real estate and the ability for a significant portion of our borrowers to repay their loans is dependent upon the professional services, commercial real estate market and the residential real estate development industry sectors. Loans secured by real estate or other assets primarily located in California are expected to be repaid from cash flows of the borrower or proceeds from the sale of collateral. As such, our dependence on real estate secured loans increases the risk of loss in our loan portfolio when a market experiences declining real estate values. Furthermore, declining real estate values would negatively impact any holdings of OREO.

We manage asset quality and mitigate credit risk through the application of policies designed to promote sound underwriting and loan monitoring practices. Our Loan Committee is charged with monitoring asset quality, establishing credit policies and procedures and enforcing the consistent application of these policies and procedures across the Bank. The provision for loan and lease losses charged to earnings is based upon management’s judgment of the amount necessary to maintain the allowance at a level adequate to provide for probable losses inherent in the outstanding loan and lease portfolio. The amount of provision charge is dependent upon many factors, including loan growth, net charge-offs, changes in the composition of the loan portfolio, delinquencies, management’s assessment of loan portfolio quality, general economic conditions that can impact the value of collateral, and other trends. The evaluation of these factors is performed through an analysis of the adequacy of the ALLL. Reviews of nonperforming loans, past due loans and larger credits, designed to identify potential charges to the ALLL, and to determine the adequacy of the allowance, are conducted on a quarterly basis. These reviews consider such factors as the financial strength of borrowers, the value of the applicable collateral, loan and lease loss experience, estimated loan and lease losses, growth in the loan portfolio, prevailing economic conditions and other factors.

A loan is considered impaired when, based on current information and events, we determine it is probable that we will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. Generally, when we identify a loan as impaired, we measure the loan for potential impairment using discount cash flows, except when the sole remaining source of the repayment for the loan is the liquidation of the collateral. In these cases, we use the current fair value of collateral, less selling costs. The starting point for determining the fair value of collateral is through obtaining independent appraisals. Generally, these appraisals are updated every twelve months. We obtain appraisals from a pre-approved list of independent, third party, local appraisal firms. Approval and addition to the list is based on experience, reputation, character, consistency and knowledge of the respective real estate market. At a minimum, it is ascertained that the appraiser is: (1) currently licensed in the state in which the property is located, (2) is experienced in the appraisal of properties similar to the property being appraised, (3) is actively engaged in the appraisal work, (4) has knowledge of current real estate market conditions and financing trends, (5) is reputable, and (6) is not on Freddie Mac’s nor our Exclusionary List of appraisers and brokers. In most cases, appraisals will be reviewed by another independent third party to ensure the quality of the appraisal and the expertise and independence of the appraiser. Upon receipt and review, the external appraisal is utilized to measure a loan for potential impairment.

Our impairment analysis documents the date of the appraisal used in the analysis, whether the officer preparing the report deems it current, and, if not, allows for internal valuation adjustments with justification. Typical justified adjustments might include discounts for continued market deterioration subsequent to appraisal date, adjustments for the release of collateral contemplated in the appraisal, or the value of other collateral or consideration not contemplated in the appraisal. An appraisal over one year old in most cases will be considered stale dated and an updated or new appraisal will be required. Any adjustments from appraised value to net realizable value are detailed and justified in the impairment analysis, which is reviewed and approved by our Chief Credit Officer. Although an external appraisal is the primary source to value collateral dependent loans, we may also utilize values obtained through purchase and sale agreements, negotiated short sales, broker price opinions, or the sales price of the note. These alternative sources of value are used only if deemed to be more representative of value based on updated information regarding collateral resolution. Impairment analyses are updated, reviewed and approved on a quarterly basis at or near the end of each reporting period. Based on these processes, we do not believe there are significant time lapses for the recognition of additional provision for loan and lease losses or charge-offs from the date they become known.

Loans are classified as nonaccrual when collection of principal or interest is doubtful; generally these are loans that are past due as to maturity or payment of principal or interest by 90 days or more, unless such loans are well-secured and in the process of collection. Additionally, all loans that are impaired are considered for nonaccrual status. Loans placed on nonaccrual will typically remain in nonaccrual status until all principal and interest payments are brought current and the prospects for future payments in accordance with the loan agreement appear certain.

Upon acquisition of real estate collateral, typically through the foreclosure process, we promptly begin to market the property for sale. If we do not receive offers or indications of interest within a reasonable timeframe, we will review market conditions to assess the pricing level that would enable us to sell the property. At the time of foreclosure, OREO is recorded at fair value less costs to sell (“cost”), which becomes the property’s new basis. Unless a current appraisal is available, an appraisal will be ordered prior to a loan migrating to OREO. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the ALLL. After foreclosure, management periodically performs valuations and the property is carried at the lower of the cost or fair value less expected selling costs. We obtain updated appraisals on OREO property every six to twelve months. Valuation adjustments recorded in a period are primarily based on (1) updated appraisals received during the period, or (2) management’s authorization to reduce the selling price of the property during the period.

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table summarizes our nonperforming assets as of June 30, 2021 and December 31, 2020.

	June 30,			December 31,
(Dollars in thousands)	2021			2020
Nonperforming Assets:
Commercial	$	1,506		$	1,535
Commercial real estate:
Non-owner occupied		606			640
Owner occupied		89			3,094
Total commercial real estate		695			3,734
Residential real estate:
ITIN		1,463			1,585
1-4 family mortgage		133			141
Total residential real estate		1,596			1,726
Consumer and other		16			18
Total nonaccrual loans		3,813			7,013
90 days past due and still accruing		—			—
Total nonperforming loans		3,813			7,013
Other real estate owned		—			8
Total nonperforming assets	$	3,813		$	7,021
Gross loans	$	1,090,745		$	1,139,732
PPP loans (1)		59,058			130,814
Total gross loans, net of PPP loans	$	1,031,687		$	1,008,918
Nonperforming loans to gross loans		0.35	%		0.62	%
Nonperforming loans to gross loans (excluding PPP) (2)		0.37	%		0.70	%
Nonperforming assets to total assets		0.20	%		0.40	%

⁽¹⁾ PPP loans are fully guaranteed by SBA and no allowance is provided for them.

⁽²⁾ Nonperforming loans to gross loans (excluding PPP) is computed by dividing nonperforming loans by total gross loans excluding gross PPP loans. Management believes that the ratio excluding PPP loans is meaningful when comparing to periods that do not include PPP loans, which are guaranteed by the SBA, and are expected to be forgiven and repaid by the SBA.

We regularly perform thorough reviews of the commercial real estate portfolio, including semi-annual stress testing. These reviews are performed on both our non-owner and owner occupied credits. Stress testing is performed to determine the effect of rising cap rates, interest rates, and vacancy rates on the portfolio. Based on our analysis, we believe we are effectively managing the risks in this portfolio. There can be no assurance that declines in economic conditions, such as potential increases in retail or office vacancy rates, will not exceed the projected assumptions utilized in stress testing and result in additional nonperforming loans in the future.

Troubled Debt Restructurings

Loans are reported as troubled debt restructurings when we grant a concession(s) to a borrower experiencing financial difficulties that we would not otherwise consider. Examples of such concessions include a reduction in the loan rate, forgiveness of principal or accrued interest, extending the maturity date(s) significantly, or providing a lower interest rate than would be normally available for a transaction of similar risk. As a result of these concessions, troubled debt restructured loans are impaired as we will not collect all amounts due, either principal or interest, in accordance with the terms of the original loan agreement. Impairment reserves on non-collateral dependent troubled debt restructured loans are measured by comparing the present value of expected future cash flows of the restructured loans, discounted at the effective interest rate of the original loan agreement to the loans carrying value. These impairment reserves are recognized as a specific component to be provided for in the ALLL.

As of June 30, 2021, we had $5.8 million in troubled debt restructurings compared to $6.1 million as of December 31, 2020. As of June 30, 2021, 89 loans were classified as troubled debt restructurings, of which 88 loans were performing according to their restructured terms. Of the 89 troubled debt restructurings, 81 were ITIN loans totaling $4.6 million which are serviced by a third party. Troubled debt restructurings represented 0.53% of gross loans as of June 30, 2021 and December 31, 2020.

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Impaired loans of $3.9 million and $4.1 million were classified as accruing troubled debt restructurings at June 30, 2021 and December 31, 2020, respectively. For a restructured loan to be on accrual status, the loan’s collateral coverage must generally be greater than or equal to 100% of the loan balance, the loan payments must be current, and the borrower must demonstrate the ability to make payments from a verified source of cash flow. As of June 30, 2021 and December 31, 2020, we had no obligations to lend additional funds on any troubled debt restructured loans.

The following table sets forth a summary of our restructured loans that qualify as troubled debt restructurings as of June 30, 2021 and December 31, 2020.

	June 30,			December 31,
(Dollars in thousands)	2021			2020
Troubled Debt Restructurings:
Accruing troubled debt restructurings
Commercial	$	430		$	498
Residential real estate:
ITIN		3,374			3,466
Equity lines		112			126
Total accruing troubled debt restructurings	$	3,916		$	4,090
Nonaccruing troubled debt restructurings
Commercial real estate:
Non-owner occupied	$	606		$	640
Residential real estate:
ITIN		1,247			1,349
Consumer and other		16			18
Total nonaccruing troubled debt restructurings	$	1,869		$	2,007
Total troubled debt restructurings
Commercial	$	430		$	498
Commercial real estate:
Non-owner occupied		606			640
Residential real estate:
ITIN		4,621			4,815
Equity lines		112			126
Consumer and other		16			18
Total troubled debt restructurings	$	5,785		$	6,097
Total troubled debt restructurings to gross loans outstanding at period end		0.53	%		0.53	%
Total troubled debt restructurings to gross loans outstanding at period end (excluding PPP) (1)		0.56	%		0.60	%

⁽¹⁾ Troubled debt restructuring to gross loans (excluding PPP) is computed by dividing troubled debt restructurings by total gross loans excluding gross PPP loans. Management believes that the ratio excluding PPP loans is meaningful when comparing to periods that do not include PPP loans, which are guaranteed by the SBA, and are expected to be forgiven and repaid by the SBA.

COVID-19 Troubled Debt Restructuring Guidance

Financial institution regulators and the CARES Act have changed the treatment of short-term loan modifications for borrowers impacted by COVID-19. The change provides that modifications made in response to COVID-19, to borrowers under certain circumstances, should not be considered a troubled debt restructuring.

We have responded to the needs of our borrowers in accordance with the CARES Act and regulatory guidance to grant short-term COVID-19 related loan modifications. These modified loans are not troubled debt restructurings and are not considered to be past due or non-performing. We have granted payment deferrals ranging from one to six months determined on a case-by-case basis considering the nature of the business and the impact of COVID-19. For some borrowers who where initially granted a payment deferral of less than six months, we have granted an additional payment deferral period on a case-by-case basis.

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We maintain close contact with our borrowers to update our understanding of the impact of the pandemic on them, their businesses and the underlying collateral for our loans. For borrowers who continue to have been granted a loan payment deferral, we have evaluated their credit quality position and the potential for loss of principal.

Most loan payment deferrals have ended and borrowers have resumed making payments. At June 30, 2021, payment deferrals were extant for 16 loans totaling $4.1 million compared to 82 loans totaling $9.5 million at December 31, 2020. Loans with a payment deferral at June 30, 2021 consisted of two SBA 504 commercial real estate loans totaling $3.2 million and 14 first trust deed residential mortgage loans totaling $827 thousand.

Past Due Loans

Past due loans as of June 30, 2021 decreased $3.5 million to $1.9 million compared to $5.4 million as of December 31, 2020. The decreases in past due loans resulted from repayment of a $3.0 million nonaccrual borrowing relationship during the first quarter of 2021.

SBA Loan Payments

During the first quarter of 2021, the SBA extended its debt relief program and resumed making principal and interest payments on all of our SBA 7(a) loans, which totaled $29.0 million at June 30, 2021. Payment assistance varies by borrower, will continue for no more than eight months and is limited to a maximum $9 thousand per borrower per month.

Allowance for Loan and Lease Losses

We monitor credit quality and the general economic environment to ensure that the ALLL is maintained at a level that is adequate to cover estimated credit losses in the loan and lease portfolio. Our review of ALLL adequacy utilizes both quantitative and qualitative factors. The quantitative analysis relies on historical loss rates which, unfortunately, may not be indicative of future losses. In response to quantitative data deficiencies, we have placed greater reliance on qualitative factors (Q-Factors).

Many of our COVID-19 related credit concerns have moderated and no provision for loan and lease losses was required during the first six months of 2021 compared to a provision of $4.2 million for the same period a year ago. Net loan loss recoveries were $284 thousand during the first six months of 2021 and most of our borrowers who received a COVID-19 related loan payment deferral have resumed making their payments. This compares with the first six months of 2020 when concerns over COVID-19 necessitated a provision for loan and lease losses of $4.2 million. Our ALLL methodology supported an ALLL of $17.2 million at June 30, 2021, an increase of 2% compared to our ALLL of $16.9 million at December 31, 2020. Our ALLL as a percentage of gross loans was 1.58% as of June 30, 2021 compared to 1.48% as of December 31, 2020.

Management believes the Company’s ALLL is adequate at June 30, 2021. There is, however, no assurance that future loan and lease losses will not exceed the levels provided for in the ALLL and could possibly result in future charges to the provision for loan and lease losses.

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table summarizes the ALLL roll forward for the six months ended June 30, 2021, twelve months ended December 31, 2020 and the six months ended June 30, 2020. This table also includes impaired loan information at June 30, 2021, December 31, 2020 and June 30, 2020.

	For The Six Months Ended			For The Twelve Months Ended			For The Six Months Ended
(Dollars in thousands)	June 30, 2021			December 31, 2020			June 30, 2020
ALLL:
ALLL beginning balance	$	16,910		$	12,231		$	12,231
Provision for loan and lease losses		—			5,250			4,150
Loans charged-off		(162	)		(1,113	)		(525	)
Loan and lease loss recoveries		446			542			233
ALLL ending balance	$	17,194		$	16,910		$	16,089
	At June 30, 2021			At December 31, 2020			At June 30, 2020
Nonaccrual loans:
Commercial	$	1,506		$	1,535		$	7
Commercial real estate:
Non-owner occupied		606			640			1,717
Owner occupied		89			3,094			2,992
Residential real estate:
ITIN		1,463			1,585			1,738
1-4 family mortgage		133			141			180
Consumer and other		16			18			37
Total nonaccrual loans		3,813			7,013			6,671
Accruing troubled debt restructured loans:
Commercial		430			498			592
Residential real estate:
ITIN		3,374			3,466			3,642
Equity lines		112			126			221
Total accruing troubled debt restructured loans		3,916			4,090			4,455
Total impaired loans	$	7,729		$	11,103		$	11,126
Gross loans outstanding	$	1,090,745		$	1,139,732		$	1,206,340
Ratio of ALLL to gross loans outstanding		1.58	%		1.48	%		1.33	%
Ratio of ALLL to gross loans outstanding (excluding PPP) (1)		1.67	%		1.68	%		1.54	%
Nonaccrual loans to gross loans outstanding		0.35	%		0.62	%		0.55	%
Nonaccrual loans to gross loans outstanding (excluding PPP) (2)		0.37	%		0.70	%		0.64	%

⁽¹⁾ ALLL to gross loans outstanding (excluding PPP) is computed by dividing the ALLL by total gross loans excluding gross PPP loans. Management believes that the ratio excluding PPP loans is meaningful when comparing to periods that do not include PPP loans, which are guaranteed by the SBA, and are expected to be forgiven and repaid by the SBA.

⁽²⁾ Nonaccrual loans to gross loans outstanding (excluding PPP) is computed by dividing the nonaccrual loans by total gross loans excluding gross PPP loans. Management believes that the ratio excluding PPP loans is meaningful when comparing to periods that do not include PPP loans, which are guaranteed by the SBA, and are expected to be forgiven and repaid by the SBA.

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table sets forth the ratio of net charge-offs (recoveries) for the six months ended June 30, 2021 (annualized) and the year ended December 31, 2020 to average loans outstanding for the six months ended June 30, 2021 and the year ended December 31, 2020, respectively.

	For the Six Months Ended			For the Year Ended
	June 30, 2021			December 31, 2020
Loan Portfolio:
Commercial		(0.01	)%		0.25	%
Commercial real estate:
Owner occupied		(0.12	)%		0.05	%
Residential real estate:
ITIN		(0.69	)%		(0.20	)%
1-4 family mortgage		(0.03	)%		(0.03	)%
Equity lines		(0.45	)%		(0.04	)%
Consumer and other		(0.27	)%		0.80	%
Total		(0.05	)%		0.05	%

At June 30, 2021, impaired loans had a corresponding specific allowance of $159 thousand. The specific allowance on impaired loans represents the impairment reserves on performing restructured loans, other accruing loans, and nonaccrual loans.

The following table sets forth the allocation of the ALLL as of June 30, 2021 and December 31, 2020.

	June 30, 2021					December 31, 2020
(Dollars in thousands)	Amount		% Loan Category			Amount		% Loan Category
ALLL:
Commercial	$	1,839		9	%	$	2,402		10	%
PPP (1)		—		5			—		11
Commercial real estate:
Construction and land development		317		3			449		4
Non-owner occupied		10,396		57			9,195		48
Owner occupied		2,199		15			2,251		15
Residential real estate:
ITIN		539		2			617		3
1-4 family mortgage		337		5			386		5
Equity lines		284		2			321		2
Consumer and other		469		2			683		2
Unallocated		814		n/a			606		n/a
Total ALLL	$	17,194		100	%	$	16,910		100	%

⁽¹⁾ PPP loans are fully guaranteed by SBA and no allowance is provided for them.

The unallocated portion of ALLL provides for coverage of credit losses inherent in the loan portfolio but not captured in the credit loss factors that are utilized in the risk grading-based component, or in the specific reserve component of the ALLL, and acknowledges the inherent imprecision of all loss prediction models. As of June 30, 2021, the unallocated amount represented 5% of the ALLL compared to 4% at December 31, 2020. While the ALLL composition is an indication of specific amounts or loan categories in which future charge-offs may occur, actual amounts may differ.

Reserve for Unfunded Commitments

The reserve for unfunded commitments, which is included in Other Liabilities in the Consolidated Balance Sheets, was $800 thousand at June 30, 2021 and December 31, 2020. The adequacy of the reserve for unfunded commitments is reviewed on a quarterly basis, based upon changes in the amount of commitments, loss experience, and economic conditions. When necessary, the provision expense is recorded in other noninterest expense in the Consolidated Statements of Income.

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Goodwill and Other Intangible Assets

Goodwill and other intangible assets, net totaled $15.3 million at June 30, 2021 and primarily consisted of goodwill and core deposit intangibles recorded as part of previous acquisitions. Goodwill is evaluated for impairment annually and any such impairment is recognized in the period identified. A more frequent assessment of possible goodwill impairment is performed whenever we identify certain triggering events or circumstances that would more likely than not indicate that the fair value of the Bank is less than the carrying amount of the Bank’s equity. The triggering events to be considered include a deterioration in general economic conditions, decreased overall financial performance of the Company, and a sustained decrease in the Company’s stock price.

Deposits

Total deposits as of June 30, 2021 were $1.697 billion compared to $1.543 billion at December 31, 2020, an increase of $155 million. The following table presents the deposit balances by major category as of June 30, 2021, and December 31, 2020. The increase in non-maturing deposits from December 31, 2020 to June 30, 2021 was due to PPP loan program disbursements and changes in customer behavior, which continues to place greater emphasis on savings during the current uncertain times. Management assumes that depositor behavior will change at a later date, but is unable to predict the timing of that change.

	June 30, 2021					December 31, 2020
(Dollars in thousands)	Amount		%			Amount		%
Deposits:
Noninterest-bearing demand	$	627,911		37	%	$	541,033		34	%
Interest-bearing demand		306,565		18			290,251		19
Money market		463,639		27			425,121		28
Savings		162,325		10			150,695		10
Certificates of deposit, $250,000 or less		74,605		4			78,217		5
Certificates of deposit, greater than $250,000		62,293		4			57,462		4
Total	$	1,697,338		100	%	$	1,542,779		100	%

The following table sets forth the distribution of average deposits and their respective average rates for the periods indicated.

	For the Six Months Ended					For the Year Ended
	June 30, 2021					December 31, 2020
(Dollars in thousands)	Average Balance		Average Rate			Average Balance		Average Rate
Deposits:
Interest-bearing demand	$	298,236		0.08	%	$	264,652		0.12	%
Money market		434,140		0.17	%		372,939		0.33	%
Savings		158,738		0.11	%		142,857		0.24	%
Certificates of deposit		136,969		0.94	%		142,067		1.23	%
Interest-bearing deposits		1,028,083		0.24	%		922,515		0.39	%
Noninterest-bearing demand		584,513					500,862
Total deposits	$	1,612,596		0.15	%	$	1,423,377		0.26	%

We have an agreement with IntraFi Network (“IntraFi”), formerly known as Promontory Interfinancial Network LLC (“Promontory”) which facilitates provision of FDIC deposit insurance to balances in excess of current FDIC deposit insurance limits. IntraFi’s Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) products use a deposit-matching program to exchange Bank deposits in excess of the current deposit insurance limits for excess balances at other participating banks, on a dollar-for-dollar basis (reciprocal arrangement). These products are designed to enhance our ability to attract and retain customers and increase deposits, by providing additional FDIC coverage to customers. CDARS and ICS deposits can also be arranged on a non-reciprocal basis. CDARS and ICS deposits totaled $77.4 million and $85.6 million at June 30, 2021 and December 31, 2020, respectively.

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Deposit Maturity Schedule

The following table sets forth the maturities of uninsured certificates of deposit greater than $250,000 as of June 30, 2021.

	June 30,
(Amounts in thousands)	2021
Maturing in:
Three months or less	$	15,263
Three through six months		6,040
Six through twelve months		18,658
Over twelve months		22,332
Total	$	62,293

Our uninsured deposits, which are the portion of deposit accounts that exceed the FDIC insurance limit (currently $250,000), approximated $934 million and $795 million at June 30, 2021 and December 31, 2020, respectively. These amounts were estimated based on the same methodologies and assumptions used for regulatory reporting purposes.

Borrowings

The following table sets forth our year-to-date average balances for borrowings and their respective average rates for the periods indicated.

	For the Six Months Ended					For the Year Ended
	June 30, 2021					December 31, 2020
(Dollars in thousands)	Average Balance		Average Rate			Average Balance		Average Rate
Borrowings:
FHLB borrowings	$	1,934		—	%	$	8,347		0.06	%
Subordinated debt, net		10,000		5.55	%		9,981		7.32	%
Junior subordinated debentures		10,310		1.82	%		10,310		2.41	%
Total borrowings	$	22,244		3.34	%	$	28,638		3.45	%

Term Debt

At June 30, 2021, we had term debt outstanding with a carrying value of $10.0 million compared to $15.0 million at December 31, 2020. Term debt consisted of the following:

Federal Home Loan Bank of San Francisco Borrowings

As of June 30, 2021, the Bank had no FHLB advances outstanding compared to $5.0 million at December 31, 2020. See Note 6 Term Debt in the Notes to Consolidated Financial Statements for information on our FHLB borrowings.

Subordinated Debt

In December of 2015, we issued $10.0 million of fixed to floating rate Subordinated Notes. The Subordinated Debt initially bore interest at a fixed rate of 6.88% per annum through December 19, 2020. Interest on the Subordinated Debt currently bears interest at a variable rate equal to three month LIBOR plus 526 basis points resetting quarterly. The notes are due in 2025.

Junior Subordinated Debentures

Bank of Commerce Holdings Trust II

During July of 2005, we participated in a $10.0 million private placement of fixed rate trust-preferred securities (the "Trust-Preferred Securities") through a wholly owned Delaware trust affiliate, Bank of Commerce Holdings Trust II (the "Trust II"). Trust II simultaneously issued $310 thousand common securities to the Holding Company. Rates paid on the Trust-Preferred Securities have transitioned from fixed to floating and are now paid on a quarterly basis at a rate equal to three month LIBOR plus 158 basis points (1.19% at June 30, 2021). The Trust-Preferred Securities mature on September 15, 2035, and the covenants allow for redemption of the securities at our option during any quarter prior to maturity.

The proceeds from the sale of the Trust-Preferred Securities were used by Trust II to purchase from the Holding Company the aggregate principal amount of $10.3 million of the Holding Company’s junior subordinate debentures (the "Notes"). The net proceeds to the Holding Company from the sale of the Notes to Trust II were partially distributed to the Bank. The proceeds from the Notes qualify as Tier 1 capital under Federal Reserve Board guidelines.

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CASH FLOW

Merchants Bank of Commerce

The principal objective of our liquidity management program is to maintain our ability to meet the day-to-day cash flow requirements of our customers who wish either to withdraw funds on deposit or to draw upon their credit facilities. We monitor the sources and uses of funds on a daily basis to maintain an acceptable liquidity position.

In addition to liquidity provided by core deposits, loan repayments and cash flows from securities, the Bank can borrow on a secured basis from the FHLB, borrow on a secured basis from the Federal Reserve Bank, borrow on established conditional federal funds lines of credit, sell securities, or issue subscription / brokered certificates of deposit.

We have experienced significant increased deposit balances due to PPP loan program disbursements and customer behavior, which continues to place greater emphasis on savings during the current uncertain times. Through June 30, 2021, we have not experienced any unusual pressure on our deposit balances or on our liquidity position as a result of the COVID-19 pandemic.

At June 30, 2021, the Bank has the following credit arrangements:

● Line of credit with the FHLB of $456.9 million is subject to collateral requirements, namely the amount of pledged loans and investment securities.

● Line of credit with the Federal Reserve Bank of $26.8 million is subject to collateral requirements, namely the amount of pledged loans.

● Nonbinding unsecured federal funds line of credit agreements with three financial institutions. The available credit on these lines totaled $75.0 million at June 30, 2021 and had interest rates ranging from 0.17% to 0.35%. Advances under the lines are subject to funds availability, continued borrower eligibility, and may have consecutive day usage restrictions.

Bank of Commerce Holdings

The Holding Company is a separate entity from the Bank and must provide for its own liquidity. At June 30, 2021, the Holding Company had cash balances of $3.1 million. Our principal source of cash is dividends received from the Bank. During the first six months of 2021, the Bank paid dividends totaling $2.5 million to the Holding Company. There are statutory and regulatory provisions that could limit the ability of the Bank to pay dividends to the Holding Company in the future.

Consolidated Statements of Cash Flows

As disclosed in the Consolidated Statements of Cash Flows, the primary difference between net income and cash provided by operating activities are non-cash items.

Net cash of $12.1 million was provided by operating activities during the six months ended June 30, 2021 consisted principally of:

● $9.1 million in net income.

● $1.1 million in depreciation and amortization.

● $1.4 million in amortization of premiums and accretion of discounts on investment securities.

Net cash of $89.7 million used in investing activities during the six months ended June 30, 2021 consisted principally of:

● $227.6 million in purchases of investment securities.

These uses of cash were partially offset by:

● $39.1 million in proceeds from sale of investment securities.

● $49.9 million in proceeds from maturities and payments of investment securities.

● $39.0 million in net loan principal repayments.

● $10.7 million in repayments on purchased loan pools.

Net cash of $147.7 million provided by financing activities during the six months ended June 30, 2021 consisted principally of:

● $153.3 million increase in non-maturing deposits.

● $1.2 million increase in certificates of deposit.

These sources were partially offset by:

● $5.0 million repayment of term debt.

● $2.0 million dividends paid on common stock.

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAPITAL RESOURCES

Equity capital is available to support organic and strategic growth, pay dividends and repurchase shares. The objective of effective capital management is to produce competitive long-term returns for our shareholders while ensuring that adequate capital is maintained relative to the Company’s risk profile. Our sources of capital include retained earnings, common and preferred stock issuance, and issuance of subordinated debt.

REGULATORY CAPITAL GUIDELINES

Federal bank regulatory agencies use capital adequacy guidelines in the examination and regulation of bank holding companies and banks. The guidelines are “risk-based,” meaning that they are designed to make capital requirements more sensitive to differences in risk profiles among banks and bank holding companies. The current rules (commonly known as Basel III) require the Bank and the Company to meet a capital conservation buffer requirement in order to avoid constraints on capital distributions, such as dividends and equity repurchases, and certain bonus compensation for executive officers. The capital conservation buffer of 2.50% is added to the minimum capital ratios.

The Basel III minimum capital requirements plus the conservation buffer exceed the prior regulatory “well-capitalized” capital thresholds by 0.5 percentage points. This 0.5 percentage-point cushion allows institutions to dip into a portion of their capital conservation buffer before reaching a status that is considered less than well capitalized for prompt corrective action purposes.

As of January 1, 2020 for certain qualifying institutions, the FDIC accepts compliance with a Community Bank Leverage Ratio in lieu of the Basel III capital requirements. We are a qualifying institution; however, we have opted to continue reporting under the Basel III requirements. We can opt-in to use the Community Bank Leverage Ratio at any time in the future.

CAPITAL ADEQUACY

Overall capital adequacy is monitored on a day-to-day basis by management and reported to our Board of Directors on a monthly basis.

As of June 30, 2021, the most recent notification from the FDIC categorized the Bank as “well capitalized” under the regulatory framework for Prompt Corrective Action (“FDIC PCA”). There are no conditions or events since the notification that management believes have changed the Bank’s risk category. The Holding Company and the Bank’s capital amounts and ratios as of June 30, 2021, are presented in the following table.

	June 30, 2021
						FDIC PCA			BASEL III
						Well			Minimum			Capital			Minimum Capital
			Actual			Capitalized			Capital			Conservation			Ratio plus Capital
(Dollars in thousands)	Capital		Ratio			Requirement			Requirement			Buffer			Conservation Buffer
Holding Company:
Common equity tier 1 capital ratio	$	163,336		13.04	%		n/a			4.50	%		2.50	%		7.00	%
Tier 1 capital ratio	$	173,336		13.84	%		n/a			6.00	%		2.50	%		8.50	%
Total capital ratio	$	199,025		15.89	%		n/a			8.00	%		2.50	%		10.50	%
Tier 1 leverage ratio	$	173,336		9.37	%		n/a			4.00	%		n/a			4.00	%
Bank:
Common equity tier 1 capital ratio	$	181,361		14.48	%		6.50	%		4.50	%		2.50	%		7.00	%
Tier 1 capital ratio	$	181,361		14.48	%		8.00	%		6.00	%		2.50	%		8.50	%
Total capital ratio	$	197,042		15.74	%		10.00	%		8.00	%		2.50	%		10.50	%
Tier 1 leverage ratio	$	181,361		9.80	%		5.00	%		4.00	%		n/a			4.00	%

On December 10, 2015, the Holding Company issued $10.0 million in aggregate principal amount of Subordinated Notes to certain institutional investors. The Subordinated Notes qualify as Tier 2 Capital under the Final Rules. See Item 1A - Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2020 for further detail on potential risks relating to the Subordinated Notes.

Goodwill and other intangible assets, net totaled $15.3 million at June 30, 2021 and primarily consisted of goodwill and core deposit intangibles recorded as part of previous acquisitions. See Note 10, Goodwill and Other Intangibles in the Notes to Consolidated Financial Statements in this document for additional detail goodwill and other intangible assets. When calculating capital ratios, goodwill and other intangible assets, net are deducted from Tier 1 capital.

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BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In late 2020, we announced a new share repurchase program to repurchase up to 1.0 million shares of common stock over a period ending December 31, 2021. As of June 30, 2021, no shares have been repurchased under this program. Given the recent announcement of the merger with Columbia, management will not be purchasing shares under the program.

Cash Dividends and Payout Ratios per Common Share

The following table presents cash dividends declared and dividend pay-out ratios (dividends declared per common share divided by basic earnings per common share) for the three and six months ended June 30, 2021 and 2020. These dividends were made pursuant to our existing dividend policy and in consideration of, among other things, earnings, regulatory capital levels, our risk profile, capital preservation and expected growth. The dividend rate is reassessed periodically by the Board of Directors in accordance with the dividend policy. There is no assurance that future cash dividends on common shares will be declared or increased.

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Dividends declared per common share	$	0.06		$	0.05		$	0.12		$	0.10
Dividend payout ratio		24	%		22	%		22	%		36	%

Tangible Book Value Per Share and Tangible Common Equity Ratio

We believe the tangible common equity ratio and tangible book value per share are meaningful measures that the Company and investors commonly use to assess the value and capital levels of the Company.

The following table provides a reconciliation of shareholders' equity (GAAP) to tangible common equity (non-GAAP), and total assets (GAAP) to tangible assets (non-GAAP) as of June 30, 2021 and December 31, 2020.

	June 30,			December 31,
(Dollars in thousands except ratio and per share data)	2021			2020
Tangible common shareholders' equity:
Total shareholders' equity (GAAP)	$	182,137		$	177,702
Subtract:
Goodwill (GAAP)		11,671			11,671
Other intangible assets, net (GAAP)		3,661			4,044
Tangible common shareholders' equity (non-GAAP)	$	166,805		$	161,987
Total assets (GAAP)	$	1,917,153		$	1,763,954
Subtract:
Goodwill (GAAP)		11,671			11,671
Other intangible assets, net (GAAP)		3,661			4,044
Tangible assets (non-GAAP)	$	1,901,821		$	1,748,239
Common equity ratio (GAAP)		9.50	%		10.07	%
Tangible common equity ratio (non-GAAP)		8.77	%		9.27	%
Book value per share (GAAP)	$	10.78		$	10.58
Tangible book value per share (non-GAAP)	$	9.87		$	9.64

The Tangible common equity, the tangible common equity ratio and tangible book value are non-GAAP financial measures, are not audited, and should be viewed in conjunction with the total shareholders' equity, total shareholders' equity ratio and book value per share. Although we believe these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP.

OFF-BALANCE SHEET ARRANGEMENTS

Information regarding Off-Balance Sheet Arrangements is included in Note 7, Commitments and Contingencies, in the Notes to Consolidated Financial Statements incorporated in this document.

CONCENTRATION OF CREDIT RISK

Information regarding Concentration of Credit Risk is included in Note 7, Commitments and Contingencies, in the Notes to Consolidated Financial Statements incorporated in this document.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our assessment of market risk as of June 30, 2021 indicates there are no material changes in the quantitative and qualitative disclosures from those in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its President and Chief Executive Officer and its Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective.

Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity’s disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal controls can occur because of human failures such as simple errors, mistakes or intentional circumvention of the established processes.

Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s Chief Executive Officer and the Chief Financial Officer and implemented by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

On a quarterly basis, we carry out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer (whom is also our Principal Accounting Officer) of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934. As of June 30, 2021, our management, including our Chief Executive Officer, and Principal Financial Officer, concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC filings.

Although we change and improve our internal controls over financial reporting on an ongoing basis, we do not believe that any such changes occurred in the first six months of 2021 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to various pending and threatened legal actions arising in the ordinary course of business and maintain reserves for losses from legal actions that are both probable and estimable. There are no legal proceedings adverse to the Company that will have a material effect on our consolidated financial position or results of operations.

Item 1A. Risk Factors

The risks described below, as well as the risk factors previously disclosed in the Company’s Form 10-K for the period ended December 31, 2020, filed with the SEC on March 5, 2021 should be carefully considered.

Due to the fluctuation in market price of Columbia Banking System, Inc. common stock, the BOCH shareholders’ cannot be sure of the exact value of consideration they will receive in the Merger.

Upon the effective time of the Merger described Note 11 Merger in the Notes to Consolidated Financial Statements, each share of Bank of Commerce common stock will be cancelled and converted into the right to receive the Merger Consideration, consisting of shares of Columbia common stock pursuant to the terms of the Merger Agreement. The value of the Merger Consideration to be received by Company shareholders will be based on an Exchange Ratio, which is 0.40 shares of Columbia common stock for each share of Bank of Commerce common stock. Because the price of Columbia common stock could fluctuate during the period of time between the date of this filing and the time the Company's shareholders actually receive their shares of Columbia common stock as merger consideration, the Company's shareholders will be subject to the risk of a decline in the price of Columbia common stock during this period.

The Merger is subject to approval from BOCH’s shareholders, customary regulatory approvals and other customary closing conditions.

Prior to completion of the Merger, approvals must be obtained from various parties. Although the Company does not currently expect that any such conditions or changes will be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger, imposing additional costs on, or limiting the revenues of Columbia Banking System, Inc. following the Merger or causing the Merger Agreement to terminate.

Termination of the Merger Agreement could negatively affect us.

If, for any reason, the Merger Agreement is terminated, the Company may be adversely affected as a result of not pursuing other beneficial opportunities prior to such termination and the loss of critical personnel. The Company will be required to pay the Columbia Banking System, Inc. a termination fee totaling $12 million.

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

a) Not Applicable

b) Not Applicable

c) Not Applicable

Item 3. Defaults Upon Senior Securities

Not Applicable

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

Not Applicable

Item 6. Exhibits

2.1	Agreement and Plan of Merger, dated as of June 23, 2021, by and between Columbia Banking System, Inc. and Bank of Commerce Holdings
10.1	Form of Voting Support Agreement
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
32.0	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	XBRL Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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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.

BANK OF COMMERCE HOLDINGS

(Registrant)

Date: August 6, 2021	/s/ James A. Sundquist
	James A. Sundquist
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

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