UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2018

September 30, 2021

OR

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

For the transition period from __________ to __________

Commission File Number: 001-38437

OP BANCORP

(Exact Name of Registrant as Specified in its Charter)

California

81-3114676

California

81-3114676
(State or other jurisdiction of


incorporation or organization)

(I.R.S. Employer
Identification No.)

1000 Wilshire Blvd., Suite 500,

Los Angeles, CA

90017

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (213) 892-9999


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)
Name of each exchange on which registered
Common Stock, no par valueOPBKNASDAQ Global Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                      Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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

  (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

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

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

As of May 15, 2018,November 3, 2021, there were 15,569,21515,133,407 outstanding shares of the Registrant’s common stock.



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Cautionary Note Regarding Forward-Looking Statements

Certain matters set forth herein (including any exhibits hereto) constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including forward-looking statements relating to the Company’s current business plans and expectations regarding future operating results. Forward-looking statements may include, but are not limited to, the use of forward-looking language, such as “likely result in,” “expects,” “anticipates,” “estimates,” “forecasts,” “projects,” “intends to,” or may include other similar words or phrases, such as “believes,” “plans,” “trend,” “objective,” “continues,” “remains,” or similar expressions, or future or conditional verbs, such as “will,” “would,” “should,” “could,” “may,” “might,” “can,” or similar verbs.

These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance or achievements to differ materially from those projected. These risks and uncertainties, some of which are beyond our control, include, but are not limited to:

the uncertainties related to the coronavirus pandemic including, but not limited to, the potential adverse effect of the pandemic on the economy, our employees and customers, and our financial performance;

the impact of the federal CARES Act and the significant additional lending activities undertaken by the Company in connection with the Small Business Administration’s Paycheck Protection Program enacted thereunder, including risks to the Company with respect to the uncertain application by the Small Business Administration of new borrower and loan eligibility, forgiveness and audit criteria;

business and economic conditions, particularly those affecting the financial services industry and our primary market areas;

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

losses;

factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health of our commercial borrowers, and the success of construction projects that we finance, including any loans acquired in acquisition transactions;

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

interest rate fluctuations, which could have an adverse effect on our profitability;

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

external economic and/or market factors, such as changes in monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve, inflation or deflation, changes in the demand for loans, and fluctuations in consumer spending, borrowing and savings habits, which may have an adverse impact on our financial condition;

continued or increasing competition from other financial institutions, credit unions, and non-bank financial services companies, many of which are subject to different regulations than we are;

challenges arising from unsuccessful attempts to expand into new geographic markets, products, or services;

restraints on the ability of Open Bank to pay dividends to us, which could limit our liquidity;

increased capital requirements imposed by banking regulators, which may require us to raise capital at a time when capital is not available on favorable terms or at all;

a failure in the internal controls we have implemented to address the risks inherent to the business of banking;

inaccuracies in our assumptions about future events, which could result in material differences between our financial projections and actual financial performance;

changes in our management personnel or our inability to retain, motivate and hire qualified management personnel;

disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems;

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disruptions, security breaches, or other adverse events affecting the third-party vendors who perform several of our critical processing functions;

an inability to keep pace with the rate of technological advances due to a lack of resources to invest in new technologies;

risks related to potential acquisitions;

political developments, uncertainties or instability, catastrophic events, acts of war or terrorism, or natural disasters, such as earthquakes, drought, pandemic diseases (such as the coronavirus) or extreme weather events, any of which may affect services we use or affect our customers, employees or third parties with which we conduct business;

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

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

compliance with governmental and regulatory requirements, including the Dodd-Frank Act and others relating to banking, consumer protection, securities and tax matters, and our ability to maintain licenses required in connection with commercial mortgage origination, sale and servicing operations;

changes in federal tax law or policy; and

our ability to the manage the foregoing and other factors set forth in the Company’s public reports including its Registration Statement on Form S-1 effective as of March 27, 2018, and particularly the discussion of risk factors within that document.

foregoing.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this report. Because of these risks and other uncertainties, our actual future results, performance or achievement, or industry results, may be materially different from the results indicated by the forward looking statements in this report. In addition, our past results of operations are not necessarily indicative of our future results. You should not rely on any forward looking statements, which represent our beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.


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PART I—FINANCIALFINANCIAL INFORMATION

Item 1. Financial Statements

OP BANCORP

CONSOLIDATED BALANCE SHEETS (unaudited)

As of March 31, 2018 and December 31, 2017

 

 

March 31,

2018

 

 

December 31,

2017

 

ASSETS

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

69,899,816

 

 

$

63,249,952

 

Securities available for sale, at fair value

 

 

36,864,511

 

 

 

41,471,711

 

Other investments

 

 

6,818,556

 

 

 

4,286,500

 

Loans held for sale

 

 

18,570,944

 

 

 

15,739,305

 

Loans receivable, net of allowance of $9,716,168 at March

   31, 2018 and $9,139,488 at December 31, 2017

 

 

784,034,862

 

 

 

738,884,413

 

Premises and equipment, net

 

 

4,707,461

 

 

 

4,480,792

 

Accrued interest receivable

 

 

2,503,721

 

 

 

2,463,486

 

Servicing assets

 

 

6,724,800

 

 

 

6,771,097

 

Company owned life insurance

 

 

11,165,374

 

 

 

11,089,718

 

Deferred tax assets

 

 

4,003,290

 

 

 

3,383,365

 

Other assets

 

 

11,549,122

 

 

 

9,178,491

 

Total assets

 

$

956,842,457

 

 

$

900,998,830

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

Noninterest bearing

 

$

289,011,579

 

 

$

289,409,876

 

Interest bearing:

 

 

 

 

 

 

 

 

Savings

 

 

3,913,735

 

 

 

3,838,353

 

Money market and others

 

 

261,506,359

 

 

 

247,324,292

 

Time deposits greater than $250,000

 

 

124,637,331

 

 

 

108,952,059

 

Other time deposits

 

 

139,210,714

 

 

 

123,781,434

 

Total deposits

 

 

818,279,718

 

 

 

773,306,014

 

Federal Home Loan Bank advances

 

 

10,000,000

 

 

 

25,000,000

 

Accrued interest payable

 

 

557,559

 

 

 

423,239

 

Other liabilities

 

 

10,745,257

 

 

 

10,789,627

 

Total liabilities

 

 

839,582,534

 

 

 

809,518,880

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

Preferred stock – no par value; 10,000,000 shares authorized; no shares

   issued or outstanding at March 31, 2018 and December 31, 2017

 

 

 

 

 

 

Common stock – no par value; 50,000,000 shares authorized; 15,530,527 and

   13,190,527 shares issued and outstanding at March 31, 2018 and December

   31, 2017, respectively

 

 

90,676,860

 

 

 

67,925,860

 

Additional paid-in capital

 

 

5,525,959

 

 

 

5,279,991

 

Retained earnings

 

 

21,839,887

 

 

 

18,623,952

 

Accumulated other comprehensive loss

 

 

(782,783

)

 

 

(349,853

)

Total shareholders’ equity

 

 

117,259,923

 

 

 

91,479,950

 

Total liabilities and shareholders' equity

 

$

956,842,457

 

 

$

900,998,830

 

($ in thousands, except shares)September 30,
2021
December 31,
2020
ASSETS
Cash and cash equivalents$188,145 $106,310 
Available-for-sale debt securities, at fair value102,535 91,791 
Other investments11,025 10,101 
Loans held-for-sale94,466 26,659 
 Loans receivable, net of allowance of $14,134 in 2021 and $15,352 in 20201,217,687 1,084,384 
Premises and equipment, net4,199 4,544 
 Accrued interest receivable, net of allowance of $465 in 2021 and $643 in 20203,931 3,985 
Servicing assets12,389 7,360 
Company owned life insurance11,070 10,879 
Deferred tax assets5,247 5,242 
Operating right-of-use assets9,270 6,786 
Other assets19,947 8,785 
Total assets$1,679,911 $1,366,826 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits:
Noninterest bearing$713,141 $522,754 
Interest bearing:
Money market and others351,186 328,323 
Time deposits greater than $250,000209,091 200,210 
Other time deposits222,988 148,803 
Total deposits1,496,406 1,200,090 
Federal Home Loan Bank advances— 5,000 
Accrued interest payable575 1,021 
Operating lease liabilities10,703 8,429 
Other liabilities13,603 8,920 
Total liabilities1,521,287 1,223,460 
Shareholders’ equity
Preferred stock – no par value; 10,000,000 shares authorized; no shares issued or outstanding in 2021 and 2020— — 
Common stock – no par value; 50,000,000 shares authorized; 15,133,407 and 15,016,700 shares issued and outstanding in 2021 and 202078,718 78,657 
Additional paid-in capital8,491 8,521 
Retained earnings71,436 55,348 
Accumulated other comprehensive (loss) income(21)840 
Total shareholders’ equity158,624 143,366 
Total liabilities and shareholders' equity$1,679,911 $1,366,826 
See accompanying notes to consolidated financial statements


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OP BANCORP

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (unaudited)

For the Three Months Ended March 31, 2018 and 2017

 

Three Months Ended

 

 

March 31,

 

 

2018

 

 

2017

 

Interest income

 

 

 

 

 

 

 

 

($ in thousands, except per share data)($ in thousands, except per share data)Three Months Ended
September 30,
Nine Months Ended
September 30,
2021202020212020
INTEREST INCOMEINTEREST INCOME

Interest and fees on loans

 

$

10,847,816

 

 

$

8,929,183

 

Interest and fees on loans$16,922 $12,581 $45,177 $38,823 

Interest on investment securities

 

 

201,516

 

 

 

143,610

 

Interest on available-for-sale debt securitiesInterest on available-for-sale debt securities269 319 723 920 

Other interest income

 

 

130,899

 

 

 

112,240

 

Other interest income164 116 436 538 

Total interest income

 

 

11,180,231

 

 

 

9,185,033

 

Total interest income17,355 13,016 46,336 40,281 

Interest expense

 

 

 

 

 

 

 

 

Interest expense

Interest on deposits

 

 

1,533,716

 

 

 

971,206

 

Interest on deposits766 1,597 2,406 7,098 

Interest on borrowed funds

 

 

87,546

 

 

 

7,098

 

Total interest expense

 

 

1,621,262

 

 

 

978,304

 

Total interest expense766 1,597 2,406 7,098 

Net interest income

 

 

9,558,969

 

 

 

8,206,729

 

Net interest income16,589 11,419 43,930 33,183 

Provision for loan losses

 

 

575,180

 

 

 

541,083

 

Net interest income after provision for loan losses

 

 

8,983,789

 

 

 

7,665,646

 

(Reversal of) provision for loan losses(Reversal of) provision for loan losses(884)1,399 (1,376)4,130 
Net interest income after (reversal of) provision for loan lossesNet interest income after (reversal of) provision for loan losses17,473 10,020 45,306 29,053 

 

 

 

 

 

 

 

 

Noninterest income

 

 

 

 

 

 

 

 

NONINTEREST INCOMENONINTEREST INCOME

Service charges on deposits

 

 

537,445

 

 

 

419,735

 

Service charges on deposits409 334 1,157 1,063 

Loan servicing fees, net of amortization

 

 

323,771

 

 

 

366,215

 

Loan servicing fees, net of amortization599 583 1,432 1,489 

Gain on sale of loans

 

 

988,913

 

 

 

1,192,914

 

Gain on sale of loans2,188 1,813 5,280 3,904 

Other income

 

 

362,191

 

 

 

264,955

 

Other income346 291 859 923 

Total noninterest income

 

 

2,212,320

 

 

 

2,243,819

 

Total noninterest income3,542 3,021 8,728 7,379 

Noninterest expense

 

 

 

 

 

 

 

 

NONINTEREST EXPENSENONINTEREST EXPENSE

Salaries and employee benefits

 

 

4,210,811

 

 

 

4,023,652

 

Salaries and employee benefits5,724 5,086 15,693 14,505 

Occupancy and equipment

 

 

1,025,692

 

 

 

963,453

 

Occupancy and equipment1,326 1,266 3,795 3,737 

Data processing and communication

 

 

330,873

 

 

 

331,174

 

Data processing and communication448 424 1,363 1,247 

Professional fees

 

 

152,100

 

 

 

140,500

 

Professional fees308 287 925 836 

FDIC insurance and regulatory assessments

 

 

95,627

 

 

 

99,843

 

FDIC insurance and regulatory assessments146 112 401 334 

Promotion and advertising

 

 

145,349

 

 

 

145,682

 

Promotion and advertising175 81 528 405 

Directors’ fees

 

 

208,887

 

 

 

194,521

 

Directors’ fees183 147 427 603 

Foundation donation and other contributions

 

 

329,000

 

 

 

215,300

 

Foundation donation and other contributions842 360 1,989 935 

Other expenses

 

 

312,512

 

 

 

274,467

 

Other expenses367 224 1,153 926 

Total noninterest expense

 

 

6,810,851

 

 

 

6,388,592

 

Total noninterest expense9,519 7,987 26,274 23,528 

Income before income taxes

 

 

4,385,258

 

 

 

3,520,873

 

Income tax expense

 

 

1,169,323

 

 

 

1,375,186

 

Net income

 

$

3,215,935

 

 

$

2,145,687

 

Earnings per share - Basic

 

$

0.23

 

 

$

0.16

 

Earnings per share - Diluted

 

$

0.22

 

 

$

0.15

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

Change in unrealized loss on securities available for sale

 

 

(507,616

)

 

 

(31,102

)

Less tax effect

 

 

(74,686

)

 

 

(12,799

)

Total other comprehensive loss

 

 

(432,930

)

 

 

(18,303

)

Comprehensive income

 

$

2,783,005

 

 

$

2,127,384

 

INCOME BEFORE INCOME TAX EXPENSEINCOME BEFORE INCOME TAX EXPENSE11,496 5,054 27,760 12,904 
INCOME TAX EXPENSEINCOME TAX EXPENSE3,246 1,459 8,054 3,594 
NET INCOMENET INCOME$8,250 $3,595 $19,706 $9,310 
EARNINGS PER SHARE - BASICEARNINGS PER SHARE - BASIC$0.54 $0.23 $1.29 $0.60 
EARNINGS PER SHARE - DILUTEDEARNINGS PER SHARE - DILUTED$0.54 $0.23 $1.29 $0.60 
Other comprehensive (loss)/income:Other comprehensive (loss)/income:
Change in unrealized (losses)/gains on securities available-for-saleChange in unrealized (losses)/gains on securities available-for-sale(343)57 (1,222)1,120 
Tax effectTax effect102 (17)361 (331)
Total other comprehensive (loss)/incomeTotal other comprehensive (loss)/income(241)40 (861)789 
COMPREHENSIVE INCOMECOMPREHENSIVE INCOME$8,009 $3,635 $18,845 $10,099 

See accompanying notes to consolidated financial statements


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OP BANCORP

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited)

For the Three Months ended March 31, 2018 and 2017

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

Accumulated

Other

 

 

Total

 

 

 

Shares

Outstanding

 

 

Amount

 

 

Paid-in

Capital

 

 

Retained

Earnings

 

 

Comprehensive

Income (Loss)

 

 

Shareholders’

Equity

 

Balance at January 1, 2017

 

 

12,896,548

 

 

$

67,499,310

 

 

$

4,611,973

 

 

$

9,387,470

 

 

$

(214,966

)

 

$

81,283,787

 

Net income

 

 

 

 

 

 

 

 

 

 

 

2,145,687

 

 

 

 

 

 

2,145,687

 

Stock issued under stock-based compensation plans

 

 

92,680

 

 

 

190,250

 

 

 

 

 

 

 

 

 

 

 

 

190,250

 

Stock-based compensation

 

 

 

 

 

 

 

 

179,289

 

 

 

 

 

 

 

 

 

179,289

 

Change in unrealized loss on securities

available for sale net of reclassifications

and tax effects

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18,304

)

 

 

(18,304

)

Balance at March 31, 2017

 

 

12,989,228

 

 

$

67,689,560

 

 

$

4,791,262

 

 

$

11,533,157

 

 

$

(233,270

)

 

$

83,780,709

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2018

 

 

13,190,527

 

 

$

67,925,860

 

 

$

5,279,991

 

 

$

18,623,952

 

 

$

(349,853

)

 

$

91,479,950

 

Net income

 

 

 

 

 

 

 

 

 

 

 

3,215,935

 

 

 

 

 

 

3,215,935

 

Stock issued under stock offering, net of expenses

 

 

2,300,000

 

 

 

22,637,000

 

 

 

 

 

 

 

 

 

 

 

 

22,637,000

 

Stock issued under stock-based compensation plans

 

 

40,000

 

 

 

114,000

 

 

 

 

 

 

 

 

 

 

 

 

114,000

 

Stock-based compensation

 

 

 

 

 

 

 

 

245,968

 

 

 

 

 

 

 

 

 

245,968

 

Change in unrealized loss on securities

available for sale net of reclassifications

and tax effects

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(432,930

)

 

 

(432,930

)

Balance at March 31, 2018

 

 

15,530,527

 

 

$

90,676,860

 

 

$

5,525,959

 

 

$

21,839,887

 

 

$

(782,783

)

 

$

117,259,923

 

($ in thousands, except shares)Common Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Shareholders’
Equity
Shares
Outstanding
Amount
Balance at July 1, 202015,068,030 $79,925 $8,218 $50,056 $937 $139,136 
Net income— — — 3,595 — 3,595 
Other comprehensive income (loss)— — — — 40 40 
Stock issued under stock-based compensation plans116,356 — — — — — 
Stock-based compensation, net— — 164 — — 164 
Repurchase of common stock(58,116)(325)— — — (325)
Cash dividends declared ($0.07 per share)— — — (1,061)— (1,061)
Balance at September 30, 202015,126,270 $79,600 $8,382 $52,590 $977 $141,549 
Balance at July 1, 202115,133,407 $78,718 $8,324 $64,700 $220 $151,962 
Net income— — — 8,250 — 8,250 
Other comprehensive income (loss)— — — — (241)(241)
Stock issued under stock-based compensation plans— — — — — — 
Stock-based compensation, net— — 167 — — 167 
Repurchase of common stock— — — — — — 
Cash dividends declared ($0.10 per share)— — — (1,514)— (1,514)
Balance at September 30, 202115,133,407 $78,718 $8,491 $71,436 $(21)$158,624 
Balance at January 1, 202015,703,276 $86,381 $7,524 $46,483 $188 $140,576 
Net income— — — 9,310 — 9,310 
Other comprehensive income (loss)— — — — 789 789 
Stock issued under stock-based compensation plans268,591 305 — — — 305 
Stock-based compensation, net— — 858 — — 858 
Repurchase of common stock(845,597)(7,086)— — — (7,086)
Cash dividends declared ($0.21 per share)— — — (3,203)— (3,203)
Balance at September 30, 202015,126,270 $79,600 $8,382 $52,590 $977 $141,549 
Balance at January 1, 202115,016,700 $78,657 $8,521 $55,348 $840 $143,366 
Net income— — — 19,706 — 19,706 
Other comprehensive income (loss)— — — — (861)(861)
Stock issued under stock-based compensation plans120,537 89 — — — 89 
Stock-based compensation, net— — (30)— — (30)
Repurchase of common stock(3,830)(28)— — — (28)
Cash dividends declared ($0.24 per share)— — — (3,618)— (3,618)
Balance at September 30, 202115,133,407 $78,718 $8,491 $71,436 $(21)$158,624 

See accompanying notes to consolidated financial statements


7


Table of Contents
OP BANCORP

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

For the Three Months ended March 31, 2018 and 2017

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income

 

$

3,215,935

 

 

$

2,145,687

 

Adjustments to reconcile net income to net cash and cash equivalents provided

   by operating activities:

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

575,180

 

 

 

541,083

 

Depreciation and amortization of premises and equipment

 

 

240,416

 

 

 

263,793

 

Amortization of net premiums on securities

 

 

61,137

 

 

 

83,672

 

Stock-based compensation

 

 

245,968

 

 

 

179,289

 

Gain on sales of loans

 

 

(988,913

)

 

 

(1,192,914

)

Earnings on company owned life insurance

 

 

(75,656

)

 

 

(79,137

)

Origination of loans held for sale

 

 

(16,818,745

)

 

 

(16,488,211

)

Proceeds from sales of loans held for sale

 

 

14,598,457

 

 

 

17,922,971

 

Amortization of servicing assets

 

 

423,859

 

 

 

379,296

 

Net change in:

 

 

 

 

 

 

 

 

Accrued interest receivable

 

 

(40,235

)

 

 

(41,248

)

Other assets

 

 

(2,915,870

)

 

 

1,306,291

 

Accrued interest payable

 

 

134,320

 

 

 

54,956

 

Other liabilities

 

 

(44,370

)

 

 

(2,878,051

)

Net cash from operating activities

 

 

(1,388,517

)

 

 

2,197,477

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Net change in loans receivable

 

 

(45,725,629

)

 

 

(7,781,371

)

Proceeds from calls of securities available for sale

 

 

1,519,949

 

 

 

1,598,833

 

Purchase of premises and equipment, net

 

 

(467,085

)

 

 

(19,381

)

Purchase of other investments

 

 

(13,558

)

 

 

 

Net cash from investing activities

 

 

(44,686,323

)

 

 

(6,201,919

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Net change in deposits

 

 

44,973,704

 

 

 

49,263,338

 

Cash received from stock option exercises

 

 

114,000

 

 

 

190,250

 

Borrowings/(Repayment) of Federal Home Loan Bank advances

 

 

(15,000,000

)

 

 

(10,000,000

)

Issuance of common stock, net of expenses

 

 

22,637,000

 

 

 

 

Net cash from financing activities

 

 

52,724,704

 

 

 

39,453,588

 

Net change in cash and cash equivalents

 

 

6,649,864

 

 

 

35,449,146

 

Cash and cash equivalents at beginning of period

 

 

63,249,952

 

 

 

20,126,028

 

Cash and cash equivalents at end of period

 

$

69,899,816

 

 

$

55,575,174

 

Supplemental cash flow information

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Income taxes

 

$

 

 

$

2,120,000

 

Interest

 

 

1,486,942

 

 

 

923,348

 

($ in thousands)Nine Months Ended September 30,
20212020
Cash flows from operating activities
Net income$19,706 $9,310 
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
(Reversal of) provision for loan losses(1,376)4,130 
Depreciation and amortization of premises and equipment989 981 
Amortization of net premiums on securities707 337 
Amortization of servicing assets2,448 1,156 
Amortization of low-income housing partnerships405 268 
Stock-based compensation403 965 
Deferred income taxes356 (1,052)
Gain on sales of loans(5,280)(3,904)
Earnings on company owned life insurance(191)(197)
Net change in fair value of equity investment with readily determinable fair value73 (89)
Origination of loans held for sale(123,661)(98,285)
Proceeds from sales of loans held for sale59,545 61,457 
Net change in:
Accrued interest receivable631 (1,802)
Other assets(6,935)2,878 
Accrued interest payable(446)(1,331)
Other liabilities443 (1,008)
Net cash used in by operating activities(52,183)(26,186)
Cash flows from investing activities
Net change in loans receivable(40,761)(82,621)
Proceeds from matured, called, or paid-down securities available-for-sale27,118 20,552 
Purchase of loans and servicing assets(97,631)— 
Purchase of securities available-for-sale(39,791)(56,703)
Purchase of FHLB stock(963)(685)
Purchase of premises and equipment, net(644)(511)
Net change in investments in low-income housing partnerships(636)(1,262)
Net cash used in investing activities(153,308)(121,230)
Cash flows from financing activities
Net change in deposits296,316 149,453 
Cash received from stock option exercises89 305 
Payment of Federal Home Loan Bank advances(5,000)— 
Proceeds from Federal Home Loan Bank advances— 10,000 
Repurchase of common stock(28)(7,086)
Cash dividend paid on common stock(3,618)(3,203)
Payments related to tax-withholding for vested restricted stock awards(433)(108)
Net cash provided by financing activities287,326 149,361 
Net change in cash and cash equivalents81,835 1,945 
Cash and cash equivalents at beginning of period106,310 85,943 
Cash and cash equivalents at end of period$188,145 $87,888 
Supplemental cash flow information
Cash paid during the period for:
Income taxes$7,253 $4,525 
Interest2,852 8,429 
Supplemental noncash disclosure:
New commitments to low-income housing partnership investments$3,500 $3,477 
See accompanying notes to consolidated financial statements


8


Table of Contents
OP BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 1. Business Description

OP Bancorp (the “Company”) is a California corporation whose common stock is quoted on the Nasdaq Global Market under the ticker symbol, “OPBK.” The Company was formed to acquire 100% of the voting equity of Open Bank (the “Bank”) and commenced operation as a bank holding company on June 1, 2016. This transaction was treated as an internal reorganization as all shareholders of the Bank became shareholders of the Company. The Company has no operations other than ownership of the Bank. The Bank is a California state-chartered and FDIC-insured financial institution, which began its operations on June 10, 2005. Headquartered in downtown Los Angeles, California, the CompanyBank operates primarily in the traditional banking business arena that includes accepting deposits and making loans and investments. The Company’sBank’s primary deposit products are demand and time deposits, and the primary lending products are commercial business loans to small to medium sized businesses. The CompanyBank is operating with 9 full-service branches, eight full service branchesof which are located in California, in Downtown Los Angeles, Los Angeles Fashion District, Los AnagelesAngeles Koreatown, Gardena, Buena Park and Santa Clara.Clara, and one full-service branch is located in Carrollton, Texas. The CompanyBank also has three4 loan production offices in Atlanta, Georgia, Aurora, Colorado, and Lynwood and Seattle, Washington Dallas, Texas, and Atlanta, Georgia.

On March 27, 2018, the Company completed its initial public offering of common stock, pursuant to which we sold an aggregate of 2,300,000 shares of our common stock at a public offering price of $11.00 per share, for aggregate net proceeds of approximately $22.6 million, after deducting underwriter discounts and commissions paid by us of approximately $1.7 million and other offering expenses of approximately $925,000. There has been no material change in the planned use of proceeds from our initial public offering as described in our Prospectus.

.

Note 2. Summary of Significant Accounting Policies

The following is a summary of certain of the Company’s significant accounting and reporting policies.

Basis of Presentation: The accompanying unaudited consolidated financial statementsConsolidated Financial Statements and notes thereto of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for Form 10-Q and conform to practices within the banking industry and include all of the information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. The accompanying unaudited consolidated financial statementsConsolidated Financial Statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair presentation of the financial results for the interim periods presented. presented, including eliminating intercompany transactions and balances. Certain items on the Consolidated Financial Statements and notes for the prior years have been reclassified to conform to the 2021 presentation. The results of operations for the interim periods are not necessarily indicative of the results for the full year. These interim unaudited financial statements should be read in conjunction with the audited consolidated financial statementsConsolidated Financial Statements and the notes thereto as of andincluded in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, included in our registration statement2020 (“2020 Annual Report on Form S-1 (333-223444) filed with the SEC on March 5, 2018 and declared effective on March 27, 2018.

10-K”).

Use of Estimates: To prepare financial statements in conformity with GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.

The Company could experience a material adverse effect on its business as a result of the impact of the novel coronavirus pandemic (“COVID-19”) and the resulting governmental actions to curtail its spread. It is at least reasonably possible that the estimates based on information which was available at the date of the financial statements will change in the near term due to the COVID-19 pandemic and that the effect of the change would be material to the financial statements, including the allowance for loan losses. The extent to which the COVID-19 pandemic will impact our estimates and assumptions is highly uncertain, and we are unable to make an estimate at this time.

Concentration of Risk: Most of the Company’s customers are located within Los Angeles County and the surrounding area. The concentration of loans originated in this area may subject the Company to the risk of adverse impacts ofassociated with economic, regulatory or other developments that could occur in Southern California. The Company has significant concentration in commercial real estate loans. The Company obtains what it believes to be sufficient collateral to secure potential losses. The extent and value of the collateral obtained varies based upon the details underlying each loan agreement.

Cash Flows:  Cash and cash equivalents include cash, deposits with other financial institutions with original maturities less than 90 days, and federal funds sold. Net cash flows are reported for customer loan and deposit transactions and Federal Home Loan Bank advances transactions.

Securities:  Securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity.  Securities are classified as available for sale when they might be sold before maturity.  Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net





9

Table of tax.   Interest income includes amortization of purchase premium or discount.  Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments.  Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

Contents

Management evaluates securities for other-than-temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) OTTI related to credit loss, which must be recognized in the income statement, and 2) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis.

Other investments:  Other investments includes the followings : (i) Federal Home Loan Bank (“FHLB”) Stock - the Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts.  FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value.  Both cash and stock dividends are reported as income; (ii) Pacific Coast Bankers Bank (“PCBB”) Stock - the Bank is a member of PCBB. PCBB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value.  Both cash and stock dividends are reported as income; and (iii) the Company’s investment in a mutual fund to satisfy the Company’s requirements under the Community Reinvestment Act (“CRA”).  CRA mutual fund is reported at fair value.  Unrealized gains and losses are recognized in earnings.

Loans Held for Sale:  Certain Small Business Administration (“SBA”) loans that may be sold prior to maturity are designated as held for sale at origination and are recorded at the lower of their cost or fair value less costs to sell, determined on an aggregate basis. A valuation allowance is established if the market value of such loans is lower than their cost, and operations are charged or credited for valuation adjustments. Origination fees on loans held for sale, net of certain costs of processing and closing the loans, are deferred until the time of sale and are included in the computation of the gain or loss from the sales of the related loans. A portion of the premium on sale of SBA loans is recognized as gains on sales of loans at the time of the sale. These loans are generally sold with servicing retained.

Loans Receivable:  Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments. The recorded investment in loans includes accrued interest receivable, deferred loan fees and costs, and unearned income.

The accrual of interest income on commercial real estate and other commercial and industrial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection. Consumer loans are typically charged off no later than 120 days past due. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual status or charged-off at an earlier date if collection of principal or interest is considered doubtful. Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

All interest accrued but not received for loans placed on nonaccrual status is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses:  The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that in management’s judgment should be charged off.

The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired. A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.

Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings and classified as impaired. Troubled debt restructurings are separately


identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For troubled debt restructurings that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.

Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial real estate and construction loans. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Income recognition on impaired loans materially conforms to the method the Company uses for income recognition on nonaccrual loans.

Allowance for impaired loans is determined based on the present value of the estimated cash flows or on the fair value of the collateral if the loan is collateral dependent, less costs to sell. If the measured fair value is less than the recorded investment in the loan, the deficiency will be charged off against the allowance for loan losses, or alternatively, a specific allocation will be established. For consumer loans, management will generally charge off the balance if the loan is 90 days or more past due.

The general component of the allowance covers non-impaired loans and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent two years. For those portfolio segments that the Company does not have sufficient historical data available to track the loss migration, the loss factors are based on the actual loss history experienced by the Company over the most recent five years. This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment. These economic factors include consideration of the following: levels of and trends in delinquencies and impaired loans; levels of and trends in charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations. Related to the current national and local economic conditions, the Company has considered risk factors includingadded the broad deterioration of property values, reduced consumer and business spendingfollowing significant accounting policies as a result of high unemploymentan asset purchase of loan portfolio from Hana Small Business Lending, Inc. (“Hana”).

Asset Purchase: On May 24, 2021, the Company completed the purchase of Hana’s loan portfolio and reduced credit availability, paid approximately $97.6 million that included loans of $100.0 million at a fair value discount of $8.9 million, servicing assets of $6.1 million and the lackaccrued interest receivable of confidence in a sustainable recovery.

$398 thousand. The following portfolio segments have been identified intable summarizes the Company’sconsideration paid for the loan portfolio and are also representativethe amounts of the classes within the portfolio: commercialassets purchased:

($ in thousands)
Consideration
Cash$97,631 
Recognized amounts of identifiable assets purchased:
Loans (1)
$100,003 
Loan discounts(8,867)
Accrued interest receivable398 
Servicing assets6,097 
Total recognized identifiable assets$97,631 
(1)Consists of $92.2 million of SBA loans, $6.9 million of PPP loans and $919 thousand of real estate SBA loans—real estate, SBA loans—non-real estate, commercial and industrial, home mortgage, and consumer.loans.
Asset Acquisitions: The Company reviewsfollows the credit risk exposureguidance in Accounting Standards Codification (“ASC”) 805, Business Combination, for determining the appropriate accounting treatment for acquisition. Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of all its portfolio segments by internally assigned grades. The Company categorizes loans into risk grades based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. For the home mortgage and consumer portfolio segments, the Company’s primary monitoring tool is reviewing past due listingsa Business, provides an initial fair value screen to determine if the loans are performing.

The determinationsubstantially all of the allowance for loan losses is based on estimates that are particularly susceptible to changes in the economic environment and market conditions.

Management believes that as of March 31, 2018 and December 31, 2017 the allowance for loan losses is adequate based on information currently available. If a deterioration in the economy of the Company’s principal market area occurs, the Company’s loan portfolios could be adversely impacted and higher charge-offs and increases in non-performing assets could result. Such an adverse impact could also require a larger allowance for loan losses.

Servicing Assets:  When SBA loans are sold with servicing retained, servicing assets are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, prepayment speeds, and default rates and losses. The Company compares the valuation model inputs and results to published industry data in order to validate the model results and assumptions. Servicing assets are subsequently measured using the amortization method which requires servicing assets to be amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.

Servicing assets are evaluated for impairment based upon the fair value of the assets as compared to their carrying amount. Impairmentacquired is recognized throughconcentrated in a valuation allowance to the extent that fair value is less than the carrying amount.single asset or group of similar assets. If the Company


later determines that all or a portion of the impairment no longer exists, a reduction of the valuation allowance may be recorded as an increase to income. Changes in the valuation allowances are reported with other income on the income statement. The fair values of servicing rights are subject to fluctuations as a result of changes in estimated and actual prepayment speeds, default rates, and losses.

Servicing fee income, whichinitial test is reported on the income statement as other income, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal and are recorded as income when earned. The amortization of servicing assets is netted against loan servicing fee income. Late fees and ancillary fees related to loan servicing are not material.

Company Owned Life Insurance:  The Company has purchased life insurance policies on certain key executives. Company owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

Transfers of Financial Assets:  Transfers of financial assets are accounted for as sales when control overmet, the assets has been relinquished. Control over transferred assetsacquired would not represent a business combination, but rather an asset acquisition. If the transaction is deemed to be surrendered whenan asset acquisition, the cost accumulation and allocation model is used in which the cost of the acquisition is allocated on a relative fair value basis to the assets have been isolated fromacquired. The Company concluded that this transaction did not qualify as a business combination and was accounted for as an asset acquisition in accordance with the “Acquisition of Assets Rather Than a Business” subsections of ASC 805-50 using a cost accumulation model.

Purchased Performing Loans: The Company the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Premises and Equipment:  Premises and equipment are stated at cost, less accumulated depreciation. Equipment and furnishings are depreciated over 3 to 10 years, and leasehold improvements are amortized over the lesser of the terms of the respective leases or the estimated useful lives. The straight-line method of depreciation is used for financial reporting purposes. Repairs and maintenance are charged to operating expenses as incurred.

Other Real Estate Owned, Net:  Assets acquired through or instead of loan foreclosure are initially recordedrecords purchased performing loans at fair value less costs to sell when acquired, establishingincluding a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs whendiscount and recognizes discount accretion using the legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through the completion of a deed in lieu of foreclosure or through a similar legal agreement. These assets are subsequently accounted for at the lower of their cost orcontractual cash flow method. The fair value lessdiscount is accreted as an adjustment to yield over the estimated costs to sell. If their fair value declineslives of the loans. The Company evaluated $100.0 million of the loans purchased in accordance with the provisions of ASC 310-20, Nonrefundable Fees and Other Costs andrecorded an $8.9 million discount. There was no allowance for loan losses established as of June 30, 2021 for the purchased performing loans. A provision for loan losses is recorded for any further deterioration in these loans subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed.

Loan Commitments and Related Financial Instruments:  Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.

Stock-Based Compensation:  Compensation cost is recognized for stock options and restricted stock awards issued to employees based on the fair value of the awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of the grant is used for restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.

Earnings per Common Share:  Basic and diluted earnings per share is based on the two-class method prescribed in ASC Topic 260, Earnings Per Share (ASC 260). Stock options and restricted stock awards are considered outstanding for this calculation unless unearned. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock-based compensation plans. Earnings and dividends per share are restated for all stock splits and stock dividends through the date of issuance of the financial statements.

Income Taxes:  Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months.

acquisition.

The Company recognizes interest and/or penalties related to income tax matters in income tax expense. There were no interest or penalties recognized in the three months ended March 31, 2018 or 2017.

Comprehensive Income/(Loss):  Comprehensive income/(loss) consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale, which are also recognized as separate components of shareholders’ equity, net of tax.

Loss Contingencies:  Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.

Fair Value of Financial Instruments:  Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 13—Fair Value of Financial Instruments. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.

Operating Segments:  While the chief decision-makers monitor the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Discrete financial information is not available other than on a Company-wide basis.

Reclassifications:  Some items in the prior period financial statements were reclassified to conform to the current presentation.  Reclassification had no effect on prior year net income or shareholders’ equity.

Recent Accounting Pronouncements:

In May 2014, the Financial Accounting Standard Board (FASB) issued Accounting Standard Update (ASU) 2014-9 (ASU 2014-09), Revenue from Contracts with Customers. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer, as well as enhanced disclosure requirements. In August 2015, the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 to fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2017. In March 2016, the FASB issued ASU 2016-08 which clarified the revenue recognition implementation guidance on principal versus agent considerations and is effective during the same period as ASU 2014-09. In April 2016, the FASB issued ASU 2016-10 which clarified the revenue recognition guidance regarding the identification of performance obligations and the licensing implementation and is effective during the same period as ASU 2014-09. In May 2016, the FASB issued ASU 2016-12 which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition. ASU 2016-12 is effective during the same period as ASU 2014-09.

The majority of the Company’s revenue consists of net interest income on financial assets and financial liabilities, which is explicitly excluded from the scope of ASU 2014-09. The Company adopted the new standard beginning January 1, 2018. The Company completed its analysis for determining the extent ASU 2014-09 will affect its noninterest income, primarily in the area of fees and service charges on deposit accounts and trade finance activities. Based on the analysis performed, the Company did not have a material change in the timing or measurement of revenues related to noninterest income. This guidance did not have a material impact on the Company’s consolidated financial statements.  See Note 12. Revenue Recognition for further details.

Effective January 2018, the Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10):  Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01).  The main objective of ASU 2016-01 is to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information.  ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments.  Some of the amendments in ASU 2016-01 include the following:  1)  Require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; 2)  Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; 3)  Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; and 4) Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value.  For public business entities, the amendments of ASU 2016-01 are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  The adoption of ASU 2016-01 resulted in a transfer of $2.5 million of mutual funds from securities available for sale to other investments


on the consolidted balance sheet.  However, this standard did not have a material impact on the consolidated financial statements. See Note 13 for fair value measurement disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASU 2016-02). ASU 2016-02 is intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about lease arrangements. This ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2018. Based on leases outstanding at March 31, 2018, the Company does not expect this ASU to have a material impact on the income statement, but does anticipate a $12 million increase in assets and liabilities once this ASU becomes effective.

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments—Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). The objective of ASU 2016-13 is to provide financial statement users with decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit. ASU 2016-13 includes provisions that require financial assets measured at amortized cost (such as loans and held to maturity (HTM)held-to-maturity debt securities) to be presented at the net amount expected to be collected. This will be accomplished through recognition of an estimate of all current expected credit losses. The estimate will include forecasted information for the timeframe that an entity is able to develop reasonable and supportable forecasts. This is a change from the current practice of recognizing incurred losses based on the probable initial recognition threshold under current GAAP. In addition, credit losses on available for sale (AFS)available-for-sale (AFS) debt securities will be recorded through an allowance for credit losses rather than as a write-down.write-down recognized in other comprehensive income (loss). Under ASU 2016-13, an entity will be able to record reversals of credit losses in current period income when the estimate of credit losses declines, whereas current GAAP prohibits reflecting those improvements in current period earnings.

In July 2019, the FASB proposed the effective date delay to January 2020 for SEC filers, excluding smaller reporting companies (“SRCs”) and emerging growth companies (“EGCs”), and January 2023 for all other entities including SRCs and EGCs, and in October 2019, the FASB voted to approve the proposed delay. The Company expects the adoption date of ASU 2016-13 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2019, and early adoption is permitted for fiscal years, including interim periods, beginning after December 15, 2018.will be January 2023. ASU 2016-13 will be applied using a modified retrospective approach through
10

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a cumulative effect adjustment to retained earnings, (modified-retrospective approach), except for debt securities for whichthat an other-than-temporary impairment had been previously recognized beforewill be applied using the effective date. A prospective transition approach is required for these debt securities.. The Company is currently evaluating the effects of ASU 2016-13 on its financial statements and disclosures, including software solutions, data requirements and loss estimation methodologies. The company has engaged a third-party advisor to develop a new expected loss model. While the effects cannot yet be quantified, the Company expects ASU 2016-13 to add complexity and costs to its current credit loss evaluation process.

In March 2017,2020, the FASB issued ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20) (ASU 2017-08). ASU 2017-08 amends the amortization period for certain purchased callable debt securities held at a premium. Prior to the issuance of this guidance, premiums were amortized as an adjustment of yield over the contractual life2020-04, Reference Rate Reform (Topic 848): Facilitation of the instrument.Effects of Reference Rate Reform on Financial Reporting. This ASU 2017-08 requires premiums on purchased callable debt securitiesis a new accounting standard related to contracts or hedging relationships that have explicit, noncontingent call featuresreference London Interbank Offered Rate (“LIBOR”) or other reference rates that are callable at fixed pricesexpected to be amortizeddiscontinued. The new standard provides temporary optional expedients and exceptions regarding existing accounting requirements related to the earliest call date. There contractual modifications of contracts, hedging relationships, and other transactions that are no accounting changes for securities held at a discount. This ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2018, and early adoption is permitted. ASU 2017-08 will be applied through a cumulative effect adjustment through equity (modified-retrospective approach). The Company is currently evaluating the effects of ASU 2017-08 on its financial statements and disclosures.

affected by reference rate reform. In May 2017,January 2021, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718), Scope2021-01, as subsequent amendments, which permits entities to apply optional expedients in Topic 848 to derivative instruments modified because of Modification Accounting (ASU 2017-09).discounting transition resulting from referent rate reform. ASU 2017-09 clarifies when changes to the terms2020-04 became effective upon issuance and conditions of share-based payment awards must be treated as modifications. Specifically, the new guidance permits companies to make certain changes to awards without accounting for them as modifications. ASU 2017-09 is effective for annual periods beginning after December 31, 2017 and willmay be applied prospectively to contract modifications made on or before December 31, 2022. ASU 2021-01 became effective upon issuance and may be applied on a full retrospective basis as of any date from the beginning of an award modified afterinterim period that includes or subsequent to March 12, 2020 or prospectively for contract modifications made on or before December 31, 2022. The Company adopted this guidance on a prospective basis in January 2021 and the effective date. There have been no changes to the terms and conditions of share-based payment awards, and as a result the adoption of this standardguidance did not have a material effectimpact on the Company’s operating results or financial condition.

Consolidated Financial Statements. The Company will assess the impact in conjunction with the reference rate transition as it occurs over the next two years.

In February 2018,December 2019, the FASB issued ASU No. 2018-02, “Reclassification2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This amendment simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of Certain Tax Effects from Accumulated Other Comprehensiveand simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The effective date will be January 2023. The Company does not expect the adoption of this guidance will be material to its Consolidated Statement of Income.”  This ASU permits a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for stranded tax effects resulting from the Tax Act. The Company did not elect to apply the provision of ASU 2018-02.


Note 3. Securities


The following table summarizes the amortized cost, fair value, and the corresponding amounts of gross unrealized gains and losses, for available for saleand estimated fair value of AFS debt securities at March 31, 2018as of September 30, 2021 and December 31, 2017:

2020:

As of March 31, 2018:

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

Available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government sponsored agency securities

 

$

6,990,015

 

 

$

 

 

$

(121,935

)

 

$

6,868,080

 

Mortgage-backed securities: residential

 

 

13,379,005

 

 

 

 

 

 

(391,542

)

 

 

12,987,463

 

Collateralized mortgage obligations

 

 

17,606,822

 

 

 

 

 

 

(597,854

)

 

 

17,008,968

 

Total available for sale

 

$

37,975,842

 

 

$

 

 

$

(1,111,331

)

 

$

36,864,511

 

September 30, 2021
($ in thousands)
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Available-for-sale debt securities    
U.S. Government agencies or sponsored agency securities:    
Residential mortgage-backed securities$27,094 $256 $(136)$27,214 
Residential collateralized mortgage obligations75,471 432 (582)75,321 
Total available-for-sale debt securities$102,565 $688 $(718)$102,535 

As of December 31, 2017:

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

Available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government sponsored agency securities

 

$

6,988,681

 

 

$

2,001

 

 

$

(58,674

)

 

$

6,932,008

 

Mortgage-backed securities: residential

 

 

14,109,433

 

 

 

 

 

 

(168,908

)

 

 

13,940,525

 

Collateralized mortgage obligations

 

 

18,458,814

 

 

 

 

 

 

(345,316

)

 

 

18,113,498

 

Other securities

 

 

2,518,498

 

 

 

 

 

 

(32,818

)

 

 

2,485,680

 

Total available for sale

 

$

42,075,426

 

 

$

2,001

 

 

$

(605,716

)

 

$

41,471,711

 

December 31, 2020
($ in thousands)
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Available-for-sale debt securities    
U.S. Government-sponsored agency securities$1,000 $$— $1,005 
U.S. Government agencies or sponsored agency securities:
Residential mortgage-backed securities$19,281 $430 $(7)$19,704 
Residential collateralized mortgage obligations70,318 814 (50)71,082 
Total available-for-sale debt securities$90,599 $1,249 $(57)$91,791 

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There were no sales of AFS debt securities available for sale in the three and nine months ended March 31, 2018 or 2017.September 30, 2021 and 2020. The amortized cost and estimated fair value of AFS debt securities available for sale at March 31, 2018,September 30, 2021, by contractual maturity, are shown below. Securities without a contractual maturity are shown separately.

As of March 31, 2018:

 

 

 

 

 

Amortized

Cost

 

 

Fair

Value

 

Available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

One to five years

 

 

 

 

 

$

6,990,015

 

 

$

6,868,080

 

Mortgage-backed securities: residential

 

 

 

 

 

 

13,379,005

 

 

 

12,987,463

 

Collateralized mortgage obligations

 

 

 

 

 

 

17,606,822

 

 

 

17,008,968

 

Total available for sale

 

 

 

 

 

$

37,975,842

 

 

$

36,864,511

 

($ in thousands)
Amortized
Cost
Fair
Value
Available-for-sale debt securities  
U.S. Government agencies or sponsored agency securities:  
After one year through five years$732 $766 
After five years through ten years3,990 4,133 
After ten years97,843 97,636 
Total available-for-sale debt securities$102,565 $102,535 

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. At March 31, 2018September 30, 2021 and December 31, 2017,2020, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of shareholders’ equity.


The following table summarizes securities withpresents the fair value and the associated gross unrealized losses at March 31, 2018 and December 31, 2017, aggregatedon AFS debt securities by length of time those individual securities in each category have been in a continuous loss at September 30, 2021 and December 31, 2020:
($ in thousands)September 30, 2021
Less Than 12 Months12 Months or LongerTotal
Fair
Value
Gross Unrealized
Losses
Fair
Value
Gross Unrealized
Losses
Fair
Value
Gross Unrealized
Losses
Available-for-sale debt securities      
U.S. Government agencies or sponsored agency securities:      
Residential mortgage-backed securities$20,201 $(136)$— $— $20,201 $(136)
Residential collateralized mortgage obligations47,696 (562)2,626 (20)50,322 (582)
Total available-for-sale debt securities$67,897 $(698)$2,626 $(20)$70,523 $(718)
($ in thousands)December 31, 2020
Less Than 12 Months12 Months or LongerTotal
Fair
Value
Gross Unrealized
Losses
Fair
Value
Gross Unrealized
Losses
Fair
Value
Gross Unrealized
Losses
Available-for-sale debt securities
U.S. Government agencies or sponsored agency securities:
Residential mortgage-backed securities$3,089 $(7)$— $— $3,089 $(7)
Residential collateralized mortgage obligations13,593 (50)— — 13,593 (50)
Total available-for-sale debt securities$16,682 $(57)$— $— $16,682 $(57)
Management evaluates securities for other-than-temporary impairment (“OTTI”) on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position:

 

 

Less Than 12 Months

 

 

12 Months or Longer

 

 

Total

 

As of March 31, 2018:

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

Available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government sponsored agency securities

 

$

4,906,706

 

 

$

(84,035

)

 

$

1,961,374

 

 

$

(37,900

)

 

$

6,868,080

 

 

$

(121,935

)

Mortgage-backed securities: residential

 

 

7,352,009

 

 

 

(189,372

)

 

 

5,635,454

 

 

 

(202,170

)

 

 

12,987,463

 

 

 

(391,542

)

Collateralized mortgage obligations

 

 

9,121,786

 

 

 

(295,660

)

 

 

7,887,182

 

 

 

(302,194

)

 

 

17,008,968

 

 

 

(597,854

)

Total available for sale

 

$

21,380,501

 

 

$

(569,067

)

 

$

15,484,010

 

 

$

(542,264

)

 

$

36,864,511

 

 

$

(1,111,331

)

position, management considers the extent and duration of the unrealized loss, along with the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or whether it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is

12


 

 

Less Than 12 Months

 

 

12 Months or Longer

 

 

Total

 

As of December 31, 2017:

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

Available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government sponsored agency securities

 

$

3,957,340

 

 

$

(33,620

)

 

$

1,974,139

 

 

$

(25,054

)

 

$

5,931,479

 

 

$

(58,674

)

Mortgage-backed securities: residential

 

 

7,954,428

 

 

 

(70,965

)

 

 

5,986,097

 

 

 

(97,943

)

 

 

13,940,525

 

 

 

(168,908

)

Collateralized mortgage obligations

 

 

9,642,028

 

 

 

(138,243

)

 

 

8,471,469

 

 

 

(207,073

)

 

 

18,113,497

 

 

 

(345,316

)

Other securities

 

 

2,485,680

 

 

 

(32,818

)

 

 

 

 

 

 

 

 

2,485,680

 

 

 

(32,818

)

Total available for sale

 

$

24,039,476

 

 

$

(275,646

)

 

$

16,431,705

 

 

$

(330,070

)

 

$

40,471,181

 

 

$

(605,716

)

Table of Contents

recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components, as follows: (i) OTTI related to credit loss, which must be recognized in the income statement, and (ii) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis.
The unrealized losses were primarily attributable to interest rate movement, not credit quality. These securities (Fannie Mae, Ginnie Mae, and Freddie Mac) are guaranteed or sponsored by agencies of the U.S. government, and the issuers of the securities are of high credit quality. The Company believes that the gross unrealized losses presented in the previous tables are temporary arising mainly from fluctuations in interest rates and do not reflectno credit losses are expected. As a deterioration of credit qualityresult, the Company expects full collection of the issuers. In analyzing an issuer’s financial condition, the Company may consider whether thecarrying amount of these securities, are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. The fair value is expected to recover as the securities approach maturity. Management does not intend to sell the securities in an unrealized loss position, and it is likely that managementwas more-likely-than-not the Company will not be requiredhave to sell thethese securities prior to their anticipated recovery.

There were norecovery of amortized cost. Accordingly, the Company does not consider these securities pledgedto be OTTI as collateral at March 31, 2018 or December 31, 2017.

Other investments at March 31, 2018of September 30, 2021.


As of September 30, 2021 and December 31, 2017, consisted2020, there were no pledged securities to secure public deposits, borrowing and letters of credit from the Federal Home Loan Bank (“FHLB”) and the Board of Governors of the following:

Federal Reserve System (“FRB”), and for other purposes required or permitted by law. The following table presents the other investment securities, which are included in Other investments on the Consolidated Balance Sheet as of September 30, 2021 and December 31, 2020:

 

 

 

 

 

 

March 31, 2018

 

 

December 31, 2017

 

FHLB stock

 

 

 

 

 

$

4,096,500

 

 

$

4,096,500

 

PCBB stock

 

 

 

 

 

 

190,000

 

 

 

190,000

 

Mutual fund - CRA qualified

 

 

 

 

 

 

2,532,056

 

 

 

 

Total other investments

 

 

 

 

 

$

6,818,556

 

 

$

4,286,500

 

($ in thousands)September 30,
2021
December 31,
2020
Federal Home Loan Bank stock$7,005 $6,043 
Pacific Coast Bankers Bank stock190 190 
Mutual fund - CRA qualified3,734 3,773 
Total other investment securities$10,929 $10,006 

Effective January 2018,

The Company has equity investment in a mutual fund with readily determinable fair value of $3.7 million and $3.8 million, as of September 30, 2021 and December 31, 2020, respectively, which is measured at fair value with changes in fair value recorded in net income. The Company invested in the mutual fund for CRA purposes. For the mutual fund, the Company adopted ASU 2016-01recorded a $14 thousand and reclassified a $2.5 million$73 thousand unrealized loss for the three and nine months ended September 30, 2021, respectively. In comparison, there was 0 unrealized gain or loss for the three months ended September 30, 2020 and $89 thousand unrealized gain for the nine months ended September 30, 2020. The unrealized gains (losses) of the mutual fund thatare included in Other income in the Company invested to satisfy the CRA requirements from securities available for sale to other investments, which is reported at fair value. Unrealized losses on this investment are recognized in earnings, but did not have a material impact on the consolidated income statement.

Statements of Income and Comprehensive Income.

Note 4. Loans

and Allowance for Loan Losses


The following table presents the composition of the loan portfolio was as follows at March 31, 2018of September 30, 2021 and December 31, 2017:

2020:

 

March 31, 2018

 

 

December 31, 2017

 

Real estate:

 

 

 

 

 

 

 

 

($ in thousands)($ in thousands)September 30,
2021
December 31,
2020

Commercial real estate

 

$

455,662,700

 

 

$

420,759,900

 

Commercial real estate$688,430 $651,684 

SBA loans—real estate

 

 

103,390,716

 

 

 

106,924,278

 

SBA loans—real estate218,491 136,224 

Total real estate

 

 

559,053,416

 

 

 

527,684,178

 

SBA loans—non-real estate(1)

 

 

10,100,567

 

 

 

8,634,879

 

85,134 75,151 

Commercial and industrial

 

 

114,746,789

 

 

 

103,681,574

 

Commercial and industrial123,422 107,307 

Home mortgage

 

 

106,187,527

 

 

 

104,067,756

 

Home mortgage115,255 128,212 

Consumer

 

 

3,662,731

 

 

 

3,955,514

 

Consumer1,089 1,158 

Gross loans receivable

 

 

793,751,030

 

 

 

748,023,901

 

Gross loans receivable1,231,821 1,099,736 

Allowance for loan losses

 

 

(9,716,168

)

 

 

(9,139,488

)

Allowance for loan losses(14,134)(15,352)

Loans receivable, net(2)

 

$

784,034,862

 

 

$

738,884,413

 

$1,217,687 $1,084,384 

(1)As of September 30, 2021 and December 31, 2020, SBA loans - non-real estate balances include SBA Paycheck Protection Program ("PPP") loans of $69.3 million and $64.9 million, respectively.
(2)Includes net deferred loan fees or costs, unamortized premiums and unaccreted discounts of $(9.6) million and $(5.9) million as of September 30, 2021 and December 31, 2020, respectively.
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No loans were outstanding to related parties as of March 31, 2018. The Company had $10,768 in loans to principal officers, directors, and their affiliates atSeptember 30, 2021 or December 31, 2017.

2020.


The following table summarizes the activity in the allowance for loan losses by portfolio segment for the three and nine months ended September 30, 2021 and 2020:
($ in thousands)Three months ended September 30, 2021
Commercial
Real Estate
SBA Loans
Real Estate
SBA
Loans Non-
Real Estate
Commercial
and Industrial
Home
Mortgage
ConsumerTotal
Beginning balance$8,456 $1,997 $228 $2,286 $1,704 $16 $14,687 
(Reversal of) provision for loan losses (1)
(241)99 (35)(332)(46)(2)(557)
Charge-offs— — — — — — — 
Recoveries— — — — 
Ending balance$8,215 $2,096 $196 $1,954 $1,658 $15 $14,134 
Three months ended September 30, 2020
Beginning balance$7,145 $1,346 $253 $1,920 $2,074 $26 $12,764 
(Reversal of) provision for loan losses (1)
994 412 18 (5)(15)(5)1,399 
Charge-offs— — — — — — — 
Recoveries— — — — — 
Ending balance$8,139 $1,758 $271 $1,915 $2,059 $22 $14,164 
(1)Excludes (reversal of) provision for uncollectible accrued interest receivable of $(327) thousand for the three months ended March 31, 2018 and 2017September 30, 2021. There was as follows:

 

 

 

 

 

 

 

 

 

SBA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

SBA Loans

 

 

Loans Non-

 

 

Commercial

 

 

Home

 

 

 

 

 

 

 

 

 

 

Real Estate

 

 

Real Estate

 

 

Real Estate

 

 

and Industrial

 

 

Mortgage

 

 

Consumer

 

 

Total

 

Three months ended March

   31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

$

4,801,297

 

 

$

1,082,065

 

 

$

537,967

 

 

$

1,265,456

 

 

$

1,407,742

 

 

$

44,961

 

 

$

9,139,488

 

Provision for loan losses

 

410,996

 

 

 

(76,299

)

 

 

(39,340

)

 

 

315,765

 

 

 

(32,481

)

 

 

(3,461

)

 

 

575,180

 

Charge-offs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recoveries

 

 

 

 

 

 

 

1,500

 

 

 

 

 

 

 

 

 

 

 

 

1,500

 

Ending balance

$

5,212,293

 

 

$

1,005,766

 

 

$

500,127

 

 

$

1,581,221

 

 

$

1,375,261

 

 

$

41,500

 

 

$

9,716,168

 

Three months ended March

   31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

$

4,217,089

 

 

$

892,605

 

 

$

59,032

 

 

$

1,322,294

 

 

$

1,363,628

 

 

$

55,034

 

 

$

7,909,682

 

Provision for loan losses

 

1,898

 

 

 

29,050

 

 

 

452,768

 

 

 

(28,270

)

 

 

88,140

 

 

 

(2,503

)

 

 

541,083

 

Charge-offs

 

 

 

 

 

 

 

(75,894

)

 

 

 

 

 

 

 

 

 

 

 

(75,894

)

Recoveries

 

 

 

 

 

 

 

5,225

 

 

 

 

 

 

 

 

 

 

 

 

5,225

 

Ending balance

$

4,218,987

 

 

$

921,655

 

 

$

441,131

 

 

$

1,294,024

 

 

$

1,451,768

 

 

$

52,531

 

 

$

8,380,096

 

no provision for uncollectible accrued interest receivable for the three months ended September 30, 2020.

Nine Months Ended September 30, 2021
($ in thousands)Commercial
Real Estate
SBA Loans
Real Estate
SBA
Loans Non-
Real Estate
Commercial
and Industrial
Home
Mortgage
ConsumerTotal
Beginning balance$8,505 $1,802 $278 $2,563 $2,185 $19 $15,352 
(Reversal of) provision for loan losses (1)
(290)294 (58)(609)(527)(8)(1,198)
Charge-offs— — (27)(27)
Recoveries— — 47
Ending balance$8,215 $2,096 $196 $1,954 $1,658 $15 $14,134 
Nine Months Ended September 30, 2020
Beginning balance$6,000 $939 $121 $1,289 $1,667 $34 $10,050 
(Reversal of) provision for loan losses (1)
2,139 819 167 626392(13)4,130
Charge-offs— — (45)(45)
Recoveries— — 28 129
Ending balance$8,139 $1,758 $271 $1,915 $2,059 $22 $14,164 

(1)Excludes (reversal of) provision for uncollectible accrued interest receivable of ($178) thousand for the nine months ended September 30, 2021. There was no provision for uncollectible accrued interest receivable for the nine months ended September 30, 2020.

14

Table of Contents
The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and impairment methodology as of March 31, 2018September 30, 2021 and December 31, 2017:

 

 

Loans

Individually

Evaluated

for Impairment

 

 

Loans

Collectively

Evaluated

for Impairment

 

 

Total

 

As of March 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

 

 

$

5,212,293

 

 

$

5,212,293

 

SBA loans—real estate

 

 

 

 

 

1,005,766

 

 

 

1,005,766

 

SBA loans—non-real estate

 

 

361,736

 

 

 

138,391

 

 

 

500,127

 

Commercial and industrial

 

 

553,453

 

 

 

1,027,768

 

 

 

1,581,221

 

Home mortgage

 

 

 

 

 

1,375,261

 

 

 

1,375,261

 

Consumer

 

 

 

 

 

41,500

 

 

 

41,500

 

Total

 

$

915,189

 

 

$

8,800,979

 

 

$

9,716,168

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

 

 

$

456,753,192

 

 

$

456,753,192

 

SBA loans—real estate

 

 

 

 

 

103,902,484

 

 

 

103,902,484

 

SBA loans—non-real estate

 

 

361,736

 

 

 

9,756,228

 

 

 

10,117,964

 

Commercial and industrial

 

 

1,759,498

 

 

 

113,260,683

 

 

 

115,020,181

 

Home mortgage

 

 

241,163

 

 

 

106,369,554

 

 

 

106,610,717

 

Consumer

 

 

 

 

 

3,672,606

 

 

 

3,672,606

 

Total

 

$

2,362,397

 

 

$

793,714,747

 

 

$

796,077,144

 

As of December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

 

 

$

4,801,297

 

 

$

4,801,297

 

SBA loans—real estate

 

 

 

 

 

1,082,065

 

 

 

1,082,065

 

SBA loans—non-real estate

 

 

 

 

 

537,967

 

 

 

537,967

 

Commercial and industrial

 

 

353,985

 

 

 

911,471

 

 

 

1,265,456

 

Home mortgage

 

 

 

 

 

1,407,742

 

 

 

1,407,742

 

Consumer

 

 

 

 

 

44,961

 

 

 

44,961

 

Total

 

$

353,985

 

 

$

8,785,503

 

 

$

9,139,488

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

 

 

$

421,811,734

 

 

$

421,811,734

 

SBA loans—real estate

 

 

 

 

 

107,427,788

 

 

 

107,427,788

 

SBA loans—non-real estate

 

 

 

 

 

8,655,808

 

 

 

8,655,808

 

Commercial and industrial

 

 

353,985

 

 

 

103,601,098

 

 

 

103,955,083

 

Home mortgage

 

 

241,164

 

 

 

104,239,551

 

 

 

104,480,715

 

Consumer

 

 

20,763

 

 

 

3,946,491

 

 

 

3,967,254

 

Total

 

$

615,912

 

 

$

749,682,470

 

 

$

750,298,382

 

2020:

September 30, 2021
($ in thousands)
Loans
Individually
Evaluated
for Impairment
Loans
Collectively
Evaluated
for Impairment
Total
Allowance for loan losses (1):
   
Commercial real estate$— $8,215 $8,215 
SBA loans—real estate109 1,987 2,096 
SBA loans—non-real estate— 196 196 
Commercial and industrial320 1,634 1,954 
Home mortgage— 1,658 1,658 
Consumer— 15 15 
Total$429 $13,705 $14,134 
Loans (2):
Commercial real estate$— $690,391 $690,391 
SBA loans—real estate552 218,950 219,502 
SBA loans—non-real estate— 85,644 85,644 
Commercial and industrial320 123,384 123,704 
Home mortgage— 115,653 115,653 
Consumer— 1,051 1,051 
Total$872 $1,235,073 $1,235,945 
December 31, 2020
Allowance for loan losses (1):
Commercial real estate$— $8,505 $8,505 
SBA loans—real estate— 1,802 1,802 
SBA loans—non-real estate87 191 278 
Commercial and industrial330 2,233 2,563 
Home mortgage— 2,185 2,185 
Consumer— 19 19 
Total$417 $14,935 $15,352 
Loans (2):
Commercial real estate$— $654,235 $654,235 
SBA loans—real estate— 136,873 136,873 
SBA loans—non-real estate174 75,477 75,651 
Commercial and industrial330 107,175 107,505 
Home mortgage— 128,683 128,683 
Consumer— 1,161 1,161 
Total$504 $1,103,604 $1,104,108 

(1)Excludes allowance for uncollectible accrued interest receivable of $465 thousand and $643 thousand as of September 30, 2021 and December 31, 2020, respectively.
(2)Includes accrued interest receivable of $4.1 million and $4.4 million as of September 30, 2021 and December 31, 2020, respectively.

15

The following table presents information related tothe recorded investment of individually impaired loans by class of loansand the specific allowance for loan losses as of September 30, 2021 and for the three ended MarchDecember 31, 2018 and 2017. 2020.
($ in thousands)September 30, 2021
 December 31, 2020 (1)
Unpaid Principal BalanceRecorded
Investment
With No
Allowance
Recorded
Investment
With
Allowance
Related
Allowance
Recorded
Investment
With No
Allowance
Recorded
Investment
With
Allowance
Related
Allowance
SBA loans—real estate$786 $396 $156 $109 $— $— $— 
SBA loans—non-real estate— — — — — 174 87 
Commercial and industrial320 — 320 320 — 330 330 
Total$1,106 $396 $476 $429 $— $504 $417 
(1)The difference between the unpaid principal balance (net of partial charge-offs) and the recorded investment in the loans iswas not considered to be material.

 

 

 

 

 

 

 

 

 

 

Average

 

 

Interest

 

 

 

Recorded

 

 

Allowance

 

 

Recorded

 

 

Income

 

 

 

Investment

 

 

Allocated

 

 

Investment

 

 

Recognized

 

As of and for the three months ended March 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

749,368

 

 

$

 

 

$

749,368

 

 

$

10,356

 

Home mortgage

 

 

241,163

 

 

 

 

 

 

241,163

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SBA loans—non-real estate

 

 

361,736

 

 

 

361,736

 

 

 

361,736

 

 

 

 

Commercial and industrial

 

 

1,010,130

 

 

 

553,453

 

 

 

1,023,052

 

 

 

13,740

 

 

 

$

2,362,397

 

 

$

915,189

 

 

$

2,375,319

 

 

$

24,096

 

As of and for the three months ended March 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home mortgage

 

$

811,490

 

 

$

 

 

$

813,020

 

 

$

11,265

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SBA loans—non-real estate

 

 

388,736

 

 

 

388,736

 

 

 

388,736

 

 

 

 

Commercial and industrial

 

 

363,700

 

 

 

363,700

 

 

 

365,510

 

 

 

3,926

 

 

 

$

1,563,926

 

 

$

752,436

 

 

$

1,567,266

 

 

$

15,191

 


The following table presents the average recorded investment in impaired loans and the amount of interest income recognized on impaired loans by portfolio segment for the three and nine months ended September 30, 2021 and 2020. The difference between interest income recognized and cash basis interest recognized was immaterial.

Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
($ in thousands)Average
Recorded
Investment
Interest
Income
Recognized
Average
Recorded
Investment
Interest
Income
Recognized
Average
Recorded
Investment
Interest
Income
Recognized
Average
Recorded
Investment
Interest
Income
Recognized
SBA loans—real estate$540 $— $— $— $450 $— $— $— 
SBA loans—non-real estate— — 122 — — 124 
Commercial and industrial322 — 330 326 — 331 10 
Total$862 $— $452 $$776 $— $455 $15 

The following table presents the recorded investment in nonaccrual loans and loans past due greater than 90 or more days and still accruing interest, by class of loansportfolio segment, as of March 31,September 30, 2021 and December 31, 2017:

2020:

 

Nonaccrual

 

 

Loans >90 Days

Past Due & Still

Accruing

 

 

Total

 

As of March 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2021
($ in thousands)($ in thousands)Nonaccrual
Loans 90 or More Days
Past Due & Still
Accruing
Total
SBA loans—real estateSBA loans—real estate$544 $— $544 
SBA loans—non-real estateSBA loans—non-real estate188 — 188 
Commercial and industrialCommercial and industrial320 — 320 
TotalTotal$1,052 $— $1,052 
December 31, 2020
SBA loans—non-real estateSBA loans—non-real estate$56 $— $56 
Commercial and industrialCommercial and industrial330 — 330 

Home mortgage

 

$

241,163

 

 

$

 

 

$

241,163

 

Home mortgage599 — 599 

Total

 

$

241,163

 

 

$

 

 

$

241,163

 

Total$985 $— $985 

As of December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

Home mortgage

 

$

662,365

 

 

$

 

 

$

662,365

 

Consumer

 

 

20,763

 

 

 

 

 

 

20,763

 

Total

 

$

683,128

 

 

$

 

 

$

683,128

 

Nonaccrual loans and loans past due 90 or more days and still on accrualaccruing interest include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.


16


Table of Contents
The following table represents the aging analysis of the recorded investment in past due loans as of March 31, 2018September 30, 2021 and December 31, 2017:

2020:

 

30-59 Days

Past Due

 

 

60-89 Days

Past Due

 

 

> 90 Days

Past Due

 

 

Total

Past Due

 

 

Loans Not

Past Due

 

 

Total

 

As of March 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 September 30, 2021
($ in thousands)($ in thousands)
30-59 Days
Past Due
60-89 Days
Past Due
90 or More Days
Past Due
Total
Past Due
Total Current or Less Than 30
Days Past Due
Total

Commercial real estate

 

$

 

 

$

 

 

$

 

 

$

 

 

$

456,753,192

 

 

$

456,753,192

 

Commercial real estate$— $— $— $— $690,391 $690,391 

SBA—real estate

 

 

139,659

 

 

 

 

 

 

 

 

 

139,659

 

 

 

103,762,825

 

 

 

103,902,484

 

SBA—real estate52 396 148 596 218,906 219,502 

SBA—non-real estate

 

 

86,905

 

 

 

 

 

 

 

 

 

86,905

 

 

 

10,031,059

 

 

 

10,117,964

 

SBA—non-real estate213 20 162 395 85,249 85,644 

Commercial and industrial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

115,020,181

 

 

 

115,020,181

 

Commercial and industrial— — — — 123,704 123,704 

Home mortgage

 

 

 

 

 

 

 

 

241,163

 

 

 

241,163

 

 

 

106,369,554

 

 

 

106,610,717

 

Home mortgage— 1,056 — $1,056 114,597 115,653 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,672,606

 

 

 

3,672,606

 

Consumer— — — — 1,051 1,051 

 

$

226,564

 

 

$

 

 

$

241,163

 

 

$

467,727

 

 

$

795,609,417

 

 

$

796,077,144

 

$265 $1,472 $310 $2,047 $1,233,898 $1,235,945 

As of December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

Commercial real estate

 

$

 

 

$

 

 

$

 

 

$

 

 

$

421,811,734

 

 

$

421,811,734

 

Commercial real estate$— $— $— $— $654,235 $654,235 

SBA—real estate

 

 

139,806

 

 

 

 

 

 

 

 

 

139,806

 

 

 

107,287,982

 

 

 

107,427,788

 

SBA—real estate— — — — 136,873 136,873 

SBA—non-real estate

 

 

61,611

 

 

 

 

 

 

 

 

 

61,611

 

 

 

8,594,197

 

 

 

8,655,808

 

SBA—non-real estate— — — — 75,651 75,651 

Commercial and industrial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

103,955,083

 

 

 

103,955,083

 

Commercial and industrial— — — — 107,505 107,505 

Home mortgage

 

 

 

 

 

 

 

 

662,365

 

 

 

662,365

 

 

 

103,818,350

 

 

 

104,480,715

 

Home mortgage— — 599 599 128,084 128,683 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,967,254

 

 

 

3,967,254

 

Consumer— — — — 1,161 1,161 

 

$

201,417

 

 

$

 

 

$

662,365

 

 

$

863,782

 

 

$

749,434,600

 

 

$

750,298,382

 

$— $— $599 $599 $1,103,509 $1,104,108 

Troubled Debt Restructurings: AsWhen, for economic or legal reasons related to a borrower’s financial difficulties, the Company grants a concession for other than an insignificant period of March 31, 2018time to a borrower that the Company would not otherwise consider, the related loan is classified as a troubled debt restructuring (“TDR”), the balance of which totaled $320 thousand and $330 thousand as of September 30, 2021 and December 31, 2017,2020, respectively. As of September 30, 2021 and December 31, 2020, the Company had a recorded investment in troubled debt restructurings of $351,185 and $353,985, respectively. The Company has allocated $351,185$320 thousand and $353,985$330 thousand of specific reserves to customers whose loan terms have been modified in troubled debt restructuringsthe loans classified as of March 31, 2018 and December 31, 2017,TDRs, respectively. The Company has not committed to lend any additional amounts to customers with outstanding loans that are classified as troubled debt restructurings.

TDRs.

Modifications made were primarily extensions of existing payment modifications on loans when the loan was previously identified as troubled debt restructurings.TDRs. There were no new loans identified as trouble debt restructuringsTDRs during the three and nine months ended March 31, 2018September 30, 2021 or December 31, 2017.2020. There were no payment defaults during the three and nine months ended March 31, 2018September 30, 2021, or December 31, 20172020, of loans that had been modified as troubled debt restructuringsTDRs within the previous twelve months.

Loan Payment Deferrals: Through September 30, 2021, the Company has processed loan deferments for borrowers across multiple industries representing 225 loan accounts, with an aggregate loan balance of $250.7 million under the interagency guidance and Section 4013 of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). COVID-19 related modifications are generally not classified as TDRs due to the relief under the CARES Act and the interagency guidance, both of which the Company elected to apply. Additionally, the Company’s election to apply the TDR relief provided by the CARES Act and the interagency guidance impacts our regulatory capital ratios as these loan modifications related to COVID-19 are not adjusted to a higher risk-weighting normally required with TDR classification.
As of September 30, 2021, 221 loans with an aggregate balance of $244.0 million, including 69 home mortgage loans with an aggregate balance of $30.2 million, have resumed regular payments.
17

Table of Contents
The following table represents the loan deferment status change by loan type as of September 30, 2021:
Loan Deferment Status Change by Loan Type
September 30, 2021
($ in thousands)Total deferments
under the CARES Act
Payment resumed
or paid off
Remaining deferments
Loan Type
Number
of
accounts
Balance
Number
of
accounts
Balance
Number
of
accounts
Balance
Loans, excluding home mortgage and consumer loans156$220,522 152$213,774 4$6,748 
Home mortgage loans6930,205 6930,205 — 
Total225$250,727 221$243,979 4$6,748 
Paycheck Protection Program loans: A provision in the CARES Act created the PPP, which is administered by the Small Business Administration (“SBA”). The PPP is intended to provide loans to small businesses to pay expenses related to their employees, rent, mortgage interest, and utilities. The loans may be forgiven conditioned upon the client providing applicable documentation evidencing their compliant with the terms of the program, including compliance regarding the use of funds. The Bank is an approved SBA lender and began accepting applications for the program on April 3, 2020.
As of September 30, 2021, the Company had loans outstanding with a carrying value of $69.3 million, which were recorded in the SBA – non-real estate. Since the PPP’s inception through September 30, 2021, we have funded $154.5 million, and $88.8 million of principal forgiveness has been provided on qualifying PPP loans.
Credit Quality Indicators: The Company monitor credit quality by evaluating various attributes and utilize such information in the evaluation of the appropriateness of the allowance for loan losses. The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. For consumer loans, a credit grade is established at inception, and generally only adjusted based on performance. The Company analyzes loans individually by classifying the loans asaccording to their credit risk. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings:

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

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

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

Loans not meeting the criteria above that are analyzed individually as part of the above describedabove-described process are considered to be pass-rated loans.


18


AsTable of March 31, 2018Contents
The following table presents the credit risk ratings by portfolio segment as of September 30, 2021 and December 31, 2017, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

2020:

 

Pass

 

 

Special

Mention

 

 

Substandard

 

 

Doubtful

 

 

Total

 

As of March 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)($ in thousands)September 30, 2021
Pass
Special
Mention
SubstandardDoubtfulTotal

Commercial real estate

 

$

456,753,192

 

 

$

 

 

$

 

 

$

 

 

$

456,753,192

 

Commercial real estate$690,391 $— $— $— $690,391 

SBA loans—real estate

 

 

102,575,944

 

 

 

 

 

 

1,326,540

 

 

 

 

 

 

103,902,484

 

SBA loans—real estate217,999 — 1,503 — 219,502 

SBA loans—non-real estate

 

 

9,982,402

 

 

 

107,166

 

 

 

28,396

 

 

 

 

 

 

10,117,964

 

SBA loans—non-real estate85,266 — 347 31 85,644 

Commercial and industrial

 

 

113,260,683

 

 

 

 

 

 

1,759,498

 

 

 

 

 

 

115,020,181

 

Commercial and industrial123,384 — 320 — 123,704 

Home mortgage

 

 

106,369,554

 

 

 

 

 

 

241,163

 

 

 

 

 

 

106,610,717

 

Home mortgage115,653 — — — 115,653 

Consumer

 

 

3,672,606

 

 

 

 

 

 

 

 

 

 

 

 

3,672,606

 

Consumer1,051 — — — 1,051 

 

$

792,614,381

 

 

$

107,166

 

 

$

3,355,597

 

 

$

 

 

$

796,077,144

 

$1,233,744 $— $2,170 $31 $1,235,945 

As of December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

Commercial real estate

 

$

421,811,734

 

 

$

 

 

$

 

 

$

 

 

$

421,811,734

 

Commercial real estate$654,235 $— $— $— $654,235 

SBA loans—real estate

 

 

106,405,966

 

 

 

 

 

 

1,021,822

 

 

 

 

 

 

107,427,788

 

SBA loans—real estate134,815 535 1,523 — 136,873 

SBA loans—non-real estate

 

 

8,594,375

 

 

 

32,702

 

 

 

28,731

 

 

 

 

 

 

8,655,808

 

SBA loans—non-real estate75,453 — 198 — 75,651 

Commercial and industrial

 

 

103,601,098

 

 

 

 

 

 

353,985

 

 

 

 

 

 

103,955,083

 

Commercial and industrial102,500 — 5,005 — 107,505 

Home mortgage

 

 

103,818,350

 

 

 

 

 

 

662,365

 

 

 

 

 

 

104,480,715

 

Home mortgage128,084 — 599 — 128,683 

Consumer

 

 

3,946,491

 

 

 

 

 

 

20,763

 

 

 

 

 

 

3,967,254

 

Consumer1,161 — — — 1,161 

 

$

748,178,014

 

 

$

32,702

 

 

$

2,087,666

 

 

$

 

 

$

750,298,382

 

$1,096,248 $535 $7,325 $— $1,104,108 

Note 5. Premises and equipment

Equipment

The Company’s premises and equipment consistedconsists of the following at March 31, 2018as of September 30, 2021 and December 31, 2017:

2020:

 

March 31, 2018

 

 

December 31, 2017

 

($ in thousands)($ in thousands)September 30, 2021December 31, 2020

Leasehold improvements

 

$

5,394,244

 

 

$

5,061,520

 

Leasehold improvements$7,095 $6,878 

Furniture and fixtures

 

 

2,552,850

 

 

 

2,492,623

 

Furniture and fixtures3,377 3,307 

Equipment and others

 

 

1,748,899

 

 

 

1,677,175

 

Equipment and others2,912 2,593 

Total cost

 

 

9,695,993

 

 

 

9,231,318

 

Total cost13,384 12,778 

Accumulated depreciation

 

 

(4,988,532

)

 

 

(4,750,526

)

Accumulated depreciation(9,185)(8,234)

Net book value

 

$

4,707,461

 

 

$

4,480,792

 

Net book value$4,199 $4,544 

Total depreciation expense included in occupancy and equipment expenses was $240,416,$332 thousand and $263,793$326 thousand for the three months ended March 31, 2018September 30, 2021 and 2017,2020, respectively, and $989 thousand and $981 thousand for the nine months ended September 30, 2021 and 2020, respectively.

Note 6. Servicing Assets

Activity

The Company recognizes the right to service SBA loans for others as servicing assets when the servicing income the Company receives is more than adequate compensation. Servicing assets are accounted for using the amortization method. Under this method, the Company amortizes the servicing assets over the period of the economic life of the assets arising from estimated net servicing revenue. The Company periodically stratifies its servicing assets into groupings based on risk characteristics and assesses each group for impairment based on fair value. The Servicing assets totaled $12.4 million at September 30, 2021 and $7.4 million at December 31, 2020.
19

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Based on the results of the impairment test, there were no valuation allowance for impairment as of both September 30, 2021 and December 31, 2020. The following table presents an analysis of the changes in activity for loan servicing assets during the three and nine months ended March 31, 2018September 30, 2021 and 20172020 is as follows:

 

Three Months Ended

March 31, 2018

 

 

Three Months Ended

March 31, 2017

 

Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)($ in thousands)2021202020212020

Beginning balance

 

$

6,771,097

 

 

$

6,782,555

 

Beginning balance$12,903 $6,972 $7,360 $7,024 

Additions

 

 

377,562

 

 

 

479,654

 

Additions from loans sold with servicing retainedAdditions from loans sold with servicing retained533 585 1,380 1,354 
Additions from purchase of servicing rightsAdditions from purchase of servicing rights— — 6,097 — 

Amortized to expense

 

 

(423,859

)

 

 

(379,296

)

Amortized to expense(1,047)(335)(2,448)(1,156)

Ending balance

 

$

6,724,800

 

 

$

6,882,913

 

Ending balance$12,389 $7,222 $12,389 $7,222 

There was no valuation allowance recorded against the carrying value of the servicing assets as of March 31, 2018 or 2017.

The fair value of the servicing assets was $8,296,183$15.1 million at March 31, 2018,September 30, 2021, which was determined using discount rates ranging from 4.15%3.8% to 10.40%10.0% and prepayment speeds ranging from 11.1%14.3% to 11.8%14.7%, depending on the stratification of the specific assets.


The fair value of the servicing assets was $8,940,415$8.8 million at March 31, 2017,September 30, 2020, which was determined using discount rates ranging from 4.47%5.4% to 10.72%11.9% and prepayment speeds ranging from 9.7%14.5% to 10.6%14.9%, depending on the stratification of the specific assets.

Note 7. Deposits

Time deposits that exceed the FDIC insurance limit of $250,000 at March 31, 2018September 30, 2021 and December 31, 20172020 were $124,637,331$209.1 million and $108,952,059,$200.2 million, respectively.


The scheduled maturities of time deposits as of September 30, 2021 were as follows at March 31, 2018:

follows:

 

 

March 31, 2018

 

2018 remaining

 

$

184,486,181

 

2019

 

 

78,181,973

 

2020

 

 

884,212

 

Thereafter

 

 

295,679

 

Total

 

$

263,848,045

 

($ in thousands)September 30, 2021
Remainder of 2021$127,429 
2022299,157 
20233,132 
20241,387 
2025768 
Thereafter206 
Total$432,079 

Deposits from principal officers, directors, and their affiliates at March 31, 2018as of September 30, 2021 and December 31, 20172020 were $1,614,564$1.8 million and $1,068,580,$1.5 million, respectively.

Note 8. Borrowing arrangements

Arrangements

As of March 31, 2018,September 30, 2021, the Company did not have any borrowings from the FHLB of San Francisco, compared with $5.0 million as of December 31, 2020, which had a $10 million advance outstanding from the Federal Home Loan Bank of San Francisco. The maturity date of this advance was April 2, 2018 and thezero interest rate onunder the advances was 1.87%. Recovery Advance Program to support pandemic relief.The advance was paid off on April 2, 2018 as scheduled. In addition, the Company hashad a letter of credit with the FHLB in the amount of $49,000,000$67.0 million to secure a public deposit.

deposits as of both September 30, 2021 and December 31, 2020.

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Table of Contents
The Company had available borrowings from the following institutions as of March 31, 2018:

September 30, 2021:

 

 

March 31, 2018

 

Federal Home Loan Bank—San Francisco

 

$

166,242,000

 

Federal Reserve Bank

 

 

96,607,000

 

Pacific Coast Bankers Bank

 

 

4,000,000

 

Zions Bank

 

 

5,500,000

 

Total

 

$

272,349,000

 

($ in thousands)September 30, 2021
Federal Home Loan Bank—San Francisco$333,351 
Federal Reserve Bank—San Francisco138,607 
Pacific Coast Bankers Bank50,000 
Zions Bank25,000 
First Horizon Bank25,000 
Total$571,958 

The Company has pledged approximately $640,624,000$906.3 million and $909.2 million of loans as collateral for these lines of credit as of MarchSeptember 30, 2021 and December 31, 2018.  

2020, respectively.

Note 9. Income Taxes

On December 22, 2017, H.R.1, commonly known as the Tax Cuts and Jobs Act (the “Tax Act”), was signed into law, which among other items reduced the federal corporate tax rate to 21% from 35%, effective January 1, 2018. U.S. generally accepted accounting principles required companies to re-measure certain tax-related assets and liabilities as of the date of enactment of the new legislation with resulting tax effects accounted for in the reporting period of enactment.  The Company concluded that the enactment of the Tax Act caused its net deferred tax assets (“DTA”) to be re-measured at the new lower tax rate.  The Company performed an analysis and determined the value of the net DTA should be reduced by $1.3 million, which was recognized as a one-time, incremental income tax expense in the fourth quarter of 2017.  

The Company’s income tax expense was $1.2$3.2 million and $1.4$1.5 million for the three months ended March 31, 2018September 30, 2021 and 2017,2020, respectively, and $8.1 million and $3.6 million for the nine months ended September 30, 2021 and 2020, respectively. The effective income tax rate was 26.7 percent28.2% and 39.1 percent28.9% for the three months ended March 31, 2018September 30, 2021 and 2017, respectively. The significant decrease in the effective tax rate2020, respectively, and 29.0% and 27.9% for the first quarter of 2018 was due to the enactment the Tax Act.

nine months ended September 30, 2021 and 2020, respectively.

The Company is subject to U.S. Federal income tax as well as various state taxing jurisdictions. The Company is no longer subject to examination by Federal taxing authorities for tax years prior to 20142017 and for state taxing authorities for tax years prior to 2013.

2016.

There were no significant unrealized tax benefits recorded as of March 31, 2018September 30, 2021 and 2017,2020, and the Company does not expect any significant increase in unrealized tax benefits in the next twelve months.

Note 10. Commitments and Contingencies

Lease Commitments: The Company leases its headquarters and office facilities from nonaffiliated parties under operating leases. Rent expense for the three months ended March 31, 2018 and December 31, 2017 was $521,782 and $471,884, respectively. Rent commitments related to the lease of the Company’s main office and branch facilities, before considering renewal options and additional lessor charges, were as follows:

2018 remaining

 

$

1,231,143

 

2019

 

 

1,737,769

 

2020

 

 

1,779,970

 

2021

 

 

1,830,979

 

2022

 

 

1,825,952

 

Thereafter

 

 

3,797,971

 

Total

 

$

12,203,784

 

Off-Balance-Sheet Credit Risk: The commitments and contingent liabilities include variousIn the normal course of business, the Company enters into commitments to extend credit such as loan commitments and standby letters of credits (“SBLC”s). These commitments expose the Company to varying degrees of credit which arise inand market risk and are subject to the normal course of business. Commitmentssame credit and market risk limitation reviews as those instruments recorded on the Consolidated Balance Sheet. Loan commitments represent arrangements to extend credit are legally binding loan commitments with set expiration dates.lend funds or provide liquidity subject to specified contractual conditions. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. They are intended to be disbursed, subject to certain conditions, upon requestThese commitments generally have fixed expiration dates or contain termination clauses in the event the customer’s credit quality deteriorates. Since many of the borrower.

commitments are expected to expire without being drawn upon, the commitment amounts do not necessarily represent future funding requirements.

The Company evaluatesapplies the creditworthiness of each customer.same credit underwriting criteria to extend loans and commitments to customers. Each customer’s credit worthiness is evaluated on a case-by-case basis. Collateral if deemed necessary by the Company upon the extension of credit, ismay be obtained based on management’s evaluationassessment of the borrower.a customer’s credit. Collateral for commercial and industrial loans may vary, but may include securities, accounts receivable, inventory, property, plant and equipment, and income producing commercial or other properties.

The following table shows the distribution of undisbursed loancredit-related commitments as of the dates indicated:

September 30, 2021 and December 31, 2020:

 

 

March 31,

2018

 

 

December 31,

2017

 

Commitments to extend credit

 

$

53,060,000

 

 

$

60,748,000

 

Standby letter of credit

 

 

1,937,000

 

 

 

1,627,000

 

Commercial letter of credit

 

 

1,479,000

 

 

 

1,608,000

 

Total undisbursed loan commitments

 

$

56,476,000

 

 

$

63,983,000

 

($ in thousands)September 30,
2021
December 31,
2020
Loan commitments$147,889 $75,740 
Standby letters of credits5,514 9,212 
Commercial letters of credit757 1,552 
Total undisbursed credit related commitments$154,160 $86,504 

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The majority of these off-balance sheet commitments have a variable interest rate. Management does not anticipate any material losses as a result of these transactions.


Investments in low-income housing partnership: The Company invests in qualified affordable housing partnerships.

The following table shows the Company’s investments in low-income housing partnerships, net, and related unfunded commitments as of September 30, 2021 and December 31, 2020:
($ in thousands)September 30,
2021
December 31,
2020
Investments in low-income housing partnerships$8,028 $4,932 
Unfunded commitments to fund investments for low-income housing partnerships$5,020 $2,154 
These balances are reflected in other assets and other liabilities on the Consolidated Balance Sheets. The Company expects to finish fulfilling these commitments during the year ending 2035.
Under the proportional amortization method, the Company amortizes the initial cost of the investment in proportion to the tax credit and other benefits received and recognizes the amortization in income tax expense on the Consolidated Statements of Income and Comprehensive Income. The Company recognized amortization expense of $151 thousand and $107 thousand for the three months ended September 30, 2021 and 2020, respectively, and $405 thousand and $268 thousand for the nine months ended September 30, 2021 and 2020, respectively. Additionally, the Company recognized tax credits and other benefits received from the investments in low-income housing partnerships of $190 thousand and $83 thousand for the three months ended September 30, 2021 and 2020, and $506 thousand and $230 thousand for the nine months ended September 30, 2021 and 2020, respectively.

Note 11. Stock-based Compensation

The Company has twothree stock-based compensation plans currently in effect as of March 31, 2018,September 30, 2021, as described further below. Total compensation cost that has been charged against earningsincome for these plans inwas $167 thousand and $403 thousand for the three and nine months ended March 31, 2018September 30, 2021, and 2017total compensation cost charged against income for these plans was $245,968$249 thousand and $179,289,$965 thousand for the three and nine months ended September 30, 2020, respectively.

2005 Plan: In 2005, the Board of Directors and shareholders of the Bank approved a stock option plan for the benefit of directors and employees of the Bank (the “2005 Plan”). The 2005 Plan was assumed by the Company in 2016 at the time of the bank holding company reorganization. Under the 2005 Plan, the Bank was authorized to grant options to purchase up to 770,000 shares of the Company’s common stock.
The exercise prices of the options may not be less than 100 percent100% of the fair value of the Company’s common stock at the date of grant.

The options, when granted, vest either immediately or ratably over five years from the date of the grant and expire after ten years if not exercised.

There were The 2005 Plan expired in 2015 and no stock options grantedfuture grants can be made under the 2005 Plan during the three months ended March 31, 2018 or 2017.

Plan.


A summary of the transactions under the 2005 Plan for the threenine months ended March 31, 2018September 30, 2021 is as follows:

 

 

 

 

 

Weighted

 

 

 

 

 

 

Number of

 

 

Average

 

 

Aggregate

 

 

Options

 

 

Exercise

 

 

Intrinsic

 

 

Outstanding

 

 

Price

 

 

Value

 

Outstanding, as of January 1, 2018

 

 

335,000

 

 

$

3.99

 

 

 

 

 

($ in thousands, except per share data)($ in thousands, except per share data)Number of
Options
Outstanding
Weighted
Average
Exercise
Price
Aggregate
Intrinsic
Value
Outstanding, as of January 1, 2021Outstanding, as of January 1, 2021100,000 $5.77 

Options granted

 

 

 

 

 

 

 

 

 

 

Options granted— — 

Options exercised

 

 

 

 

 

 

 

 

 

 

Options exercised(40,000)1.60 

Options forfeited

 

 

 

 

 

 

 

 

 

 

Options forfeited— — 

Options expired

 

 

 

 

 

 

 

 

 

 

Options expired— — 

Outstanding, as of March 31, 2018

 

 

335,000

 

 

 

3.99

 

 

$

2,832,700

 

Outstanding, as of September 30, 2021Outstanding, as of September 30, 202160,000 6.28 $241 

Fully vested and expected to vest

 

 

328,500

 

 

 

3.95

 

 

$

2,791,960

 

Fully vested and expected to vest60,000 6.28 241 

Vested

 

 

309,000

 

 

$

3.81

 

 

$

2,669,740

 

Vested60,000 $6.28 $241 

22

Table of Contents
Information related to the 2005 Plan for the periods indicated follows:

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

March 31, 2018

 

 

March 31, 2017

 

Intrinsic value of options exercised

 

$

 

 

$

115,250

 

Cash received from option exercises

 

 

 

 

 

76,250

 

Tax benefit realized from option exercised

 

 

 

 

 

 

There were no shares available for grant under the 2005 Planis as of March 31, 2018. follows:

($ in thousands)Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Intrinsic value of options exercised$— $— $174 $370 
Cash received from option exercises$— $— $64 $63 
Tax benefit realized from option exercised$— $— $20 $17 
The weighted average remaining contractual term of stock options outstanding under the 2005 Plan at March 31, 2018as of September 30, 2021 was 3.311.98 years. The weighted average remaining contractual term ofAll stock options that were exercisable at March 31, 2018 was 3.12 years.

As of March 31, 2018, the Company had approximately $15,983 of unrecognized compensation costs related to unvested stock optionsare outstanding under the 2005 Plan. The Company expects to recognize these costs over a weighted average periodPlan were fully vested and exercisable as of 0.50 year.

September 30, 2021.

2010 Plan: In 2010, the Board of Directors of the Bank approved a newan equity incentive plan for granting stock options and restricted stock awards to key employees, officers, and non-employee directors of the Bank (the “2010 Plan”). In 2013, the 2010 Plan was amended and approved by the shareholders to increase the number of shares authorized to be issued under from 1,350,000 shares of common stock to 2,500,000 shares of common stock. The 2010 Plan was assumed by the Company in 2016 at the time of the bank holding company reorganization.

The exercise prices of stock options granted under the plan may not be less than 100 percent100% of the fair value of the Company’s stock at the date of grant. The options, when granted, vest ratably over five years from the date of the grant and expire after ten years if not exercised. Option pricesThe 2010 Plan expired in August 2020 and no future grants can be made under the 2010 Plan are to be equal to the fair value of the Company’s common stock on the date of grant. There were no stock options granted under the 2010 Plan during the three months ended March 31, 2018 or 2017.

Plan.

Restricted stock awards issued under the 2010 Plan may or may not be subject to vesting provisions. Awards which were granted in the three months ended March 31, 2018 and 2017 are not subject to vesting provisions. Owners of the restricted stock awards shall have all of the rights of a shareholder including the right to vote the shares and to all dividends (cash or stock). Compensation expense related to restricted stock awards will be recognized over the vesting period of the awards based on the fair value of the Company’s common stock at the issue date.



A summary of stock options issuedoutstanding under the 2010 Plan for the threenine months ended March 31, 2018September 30, 2021 is as follows:

 

 

 

 

 

Weighted

 

 

 

 

 

 

Number of

 

 

Average

 

 

Aggregate

 

 

Options

 

 

Exercise

 

 

Intrinsic

 

 

Outstanding

 

 

Price

 

 

Value

 

Outstanding, as of January 1, 2018

 

 

795,000

 

 

$

4.22

 

 

 

 

 

($ in thousands, except per share data)($ in thousands, except per share data)Number of
Options
Outstanding
Weighted
Average
Exercise
Price
Aggregate
Intrinsic
Value
Outstanding, as of January 1, 2021Outstanding, as of January 1, 2021220,000 $7.75 

Options granted

 

 

 

 

 

 

 

 

 

 

Options granted— — 

Options exercised

 

 

(40,000

)

 

 

2.85

 

 

 

 

 

Options exercised(10,000)2.53 

Options forfeited

 

 

 

 

 

 

 

 

 

 

Options forfeited— — 

Options expired

 

 

 

 

 

 

 

 

 

 

Options expired— — 

Outstanding, as of March 31, 2018

 

 

755,000

 

 

 

4.29

 

 

$

6,160,100

 

Outstanding, as of September 30, 2021Outstanding, as of September 30, 2021210,000 8.00 $483 

Fully vested and expected to vest

 

 

725,000

 

 

 

4.14

 

 

$

6,026,600

 

Fully vested and expected to vest210,000 8.00 483 

Vested

 

 

635,000

 

 

$

3.59

 

 

$

5,626,100

 

Vested210,000 $8.00 $483 


Information related to stock options exercised under the 2010 Plan for the periods indicated is as follows:

 

Three Months Ended

 

 

Three Months Ended

 

 

March 31, 2018

 

 

March 31, 2017

 

($ in thousands)($ in thousands)Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020

Intrinsic value of options exercised

 

$

286,000

 

 

$

176,000

 

Intrinsic value of options exercised$— $— $86 $608 

Cash received from option exercises

 

 

114,000

 

 

 

114,000

 

Cash received from option exercises$— $— $25 $242 

Tax benefit realized from option exercised

 

 

72,608

 

 

 

57,020

 

Tax benefit realized from option exercised$— $— $— $157 

The weighted average remaining contractual term of stock options outstanding under the 2010 Plan at March 31, 2018as of September 30, 2021 was 3.502.50 years. The weighted average remaining contractual term ofAll stock options that are outstanding under the 2010 Plan were fully vested and exercisable at March 31, 2018 was 3.03 years.

as of September 30, 2021.

23

Table of Contents
A summary of the changes in the Company’s non-vested restricted stock awards under the 2010 Plan for the threenine months ended March 31, 2018September 30, 2021 is as follows:

 

Shares

Issued

 

 

Weighted

Average

Grant Date

Fair Value

 

 

Aggregate

Intrinsic

Value

 

Non-vested, as of January 1, 2018

 

 

453,500

 

 

$

5.95

 

 

 

 

 

($ in thousands, except share data)($ in thousands, except share data)
Shares
Issued
Weighted
Average
Grant Date
Fair Value
Aggregate
Intrinsic
Value
Non-vested, as of January 1, 2021Non-vested, as of January 1, 2021154,500 $11.66 

Awards granted

 

 

 

 

 

 

 

 

 

 

Awards granted— — 

Awards vested

 

 

 

 

 

 

 

 

 

 

Awards vested(128,500)12.34 

Awards forfeited

 

 

 

 

 

 

 

 

 

 

Awards forfeited(5,000)9.69 

Non-vested, as of March 31, 2018

 

 

453,500

 

 

$

5.95

 

 

$

5,646,075

 

Non-vested, as of September 30, 2021Non-vested, as of September 30, 202121,000 $7.95 $216 


Information related to non-vested restricted stock awards under the 2010 Plan for the periods indicated follows:

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

March 31, 2018

 

 

March 31, 2017

 

Tax benefit realized from awards vested

 

$

 

 

$

91,080

 

 Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2021202020212020
Tax benefit (provision) realized from awards vested$— $24 $(85)$21 

There were 218,605 shares available for grant under the 2010 Plan as of March 31, 2018 (in either stock options or restricted stock awards). As of March 31, 2017, the

The Company had approximately $2,264,155$69 thousand of unrecognized compensation cost related to unvested stock options and restricted stock awards under the 2010 Plan.Plan as of September 30, 2021. The Company expects to recognize these costs over a weighted average period of 2.132.43 years. No
2021 Plan: In 2021, the Board of Directors of the Company approved a new equity incentive plan for granting stock options and restricted stock awards to key employees, officers, and non-employee directors of the Company and the Bank (the “2021 Plan”). The 2021 Plan was approved by the Company’s shareholders at the 2021 Annual Meeting. The number of shares authorized to be issued under the 2021 Plan was 1,500,000 shares of the Company’s common stock.
The exercise prices of stock options granted under the plan may not be less than 100% of the fair value of the Company’s stock at the date of grant. There were vestedno stock options granted under the 2021 Plan during the nine months ended September 30, 2021.
Restricted stock awards issued under the 2021 Plan may or may not be subject to vesting provisions. Owners of the restricted stock awards shall have all rights of a shareholder including the right to vote the shares and to all dividends (cash or stock). Compensation expense related to restricted stock awards will be recognized over the vesting period of the awards based on the fair value of the Company’s common stock at the issue date.

A summary of the changes in the threeCompany’s non-vested restricted stock awards under the 2021 Plan for the nine months ended March 31, 2018.

September 30, 2021 is as follows:

($ in thousands, except share data)
Shares
Issued
Weighted
Average
Grant Date
Fair Value
Aggregate
Intrinsic
Value
Non-vested, as of January 1, 2021— $— 
Awards granted176,793 9.90 
Awards vested(152)9.90 
Awards forfeited— — 
Non-vested, as of September 30, 2021176,641 $9.90 $1,819 
No tax benefits or expenses were realized from restricted stock awards under the 2021 Plan for the nine months ended September 30, 2021.

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There were 1,323,207 shares available for future grants in either stock options or restricted stock awards under the 2021 Plan as of September 30, 2021. The Company had approximately $1.6 million of unrecognized compensation cost related to unvested restricted stock awards under the 2021 Plan as of September 30, 2021. The Company expects to recognize these costs over a weighted average period of 3.50 years.
Note 12. Revenue Recognition

Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"Employee Benefit Plan

The Company sponsors a defined contribution plan, 401(k) profit sharing plan (the “401(k) Plan”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contractsdesigned to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.


The majority of our revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as our loans, letters of credit, and investment securities,retirement benefits financed by participant contributions, as well as revenue relatedcontributions from the Company. Employees are eligible to our mortgage servicing activities and revenue on bank owned life insurance, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Descriptions of our revenue-generating activities that are within the scope of ASC 606, which are presented in our income statements as components of noninterest income are as follows:

Service charges on deposits:  Income from service charges on deposits is within the scope of ASC 606. These include general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue on these types of fees are recognized when our performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed. Payment for such performance obligations are generally received at the time the performance obligations are satisfied. $193,000 or 1.6% of total revenuesparticipate in the 401(k) Plan as of the first day of the first calendar month after the date they have completed three months ended March 31, 2018, of service charges on deposits is related to these revenue streams.  Service charges on deposits also include overdraft and NSF fees. Overdraft fees are charged when a depositor has a draw on their account that has inadequate funds.  In certain instances,with the Company at its sole discretion, may payand have attained the age of 18. Each employee is allowed to contribute to the party requesting the draw on the deposit account, the balance of the draw for which there are inadequate funds rather than denying payment of the item. The Company then charges a fee for this short term extension of credit401(k) Plan up to the depositor formaximum percentage allowable, not complying withto exceed the balance requirements stipulated in the deposit agreement with the Bank, and as well  as to cover the costlimits of advancing those funds. NSF fees are charged to customers when in the event of a draw on the customer's account that has insufficient funds to meet the payment of the draw (such as through written checks or ACH transactions),applicable IRS Code Sections. Each year, the Company returnsmay, in its discretion, make matching contributions to the item rather than paying401(k) Plan. Total employer contributions to the balance of the draw for which the customer has inadequate funds.  This typically happens when the customer has fairly sizable draws or multiple draws on an account that has inadequate funds401(k) Plan amounted to meet the demands for payment. $344,000, or 2.9% of total revenues in the three months ended March 31, 2018, of service charges on deposits is from overdraft$188 thousand and NSF fees.  

Wire transfer fee income: This revenue stream is generated through the processing of customers’ incoming and outgoing wire transfers. Income generated from wire transfer fees is within the scope of ASC 606 and approximately $77,000, or 0.7% of total revenues$170 thousand for the three months ended March 31, 2018, is included in other income in noninterest income.

Gain or loss on sale of OREO: This revenue stream is recorded when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contractSeptember 30, 2021 and whether collectability of the transaction price is probable.  Once these criteria are met, the OREO asset is derecognized2020, respectively, $557 thousand and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer.  In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain or loss on sale if a significant financing component is present. This revenue stream is within the scope of ASC 606 and is included in other income in noninterest income, but no revenues were generated from gains and losses on the sale of OREO$526 thousand for the threenine months ended March 31, 2018.

Other revenue streams that are recorded in other income in noninterest income include revenue generated from letters of creditSeptember 30, 2021 and income on bank owned life insurance. These revenue streams are either not material or out of scope of ASC 606.

2020, respectively.

Note 13. Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received forto sell an asset or the price that would be paid to transfer a liability (exit price)on the measurement date and is determined using an exit price in the principal or most advantageous market for the asset or liability in an orderly transaction between market participantsparticipants. The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Assets and liabilities recorded at fair value on a recurring basis, such as AFS securities and equity investments. Additionally, from time to time, the Company records fair value adjustments on a nonrecurring basis. These nonrecurring adjustments typically involve application of lower of cost or fair value accounting and write-downs of individual assets.
The Company classify its assets and liabilities recorded at fair value as one of the following three categories and a financial instrument’s level within the fair value hierarchy is based on the measurement date. There are three levelslowest level of inputs that may be usedinput significant to measurethe fair values:

value measurement:

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

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

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

The Company

Assets and Liabilities Measured at Fair Value on a Recurring Basis
Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis, as well as the following methods and significant assumptionsgeneral classification of such instruments pursuant to estimate fair value:

the valuation hierarchy.

Securities Available for SaleAFS: The fair values of investment securities AFS are determined by matrix pricing, which is a mathematical technique used to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2). Management obtains the fair values of investment securities on a monthly basis from a third-party pricing service.


Other Investment: The Company has equity investment with readily determinable fair value. The fair value for the equity investment with readily determinable fair value is obtained from unadjusted quoted prices in active markets on the date of measurement and classified as Level 1.

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Table of Contents
Assets and liabilities measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 are summarized below:
Fair Value Measure on a Recurring Basis
($ in thousands)September 30, 2021
Total
Fair Value
Quoted
Prices in
Active Markets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
U.S. Government agencies or sponsored agency securities:
Residential mortgage-backed securities$27,214 $— $27,214 $— 
Residential collateralized mortgage obligations$75,321 $— $75,321 $— 
Other investment securities:
Mutual fund - CRA qualified$3,734 $3,734 $— $— 
 
December 31, 2020
U.S. Government sponsored agency securities$1,005 $— $1,005 $— 
U.S. Government agencies or sponsored agency securities:
Residential mortgage-backed securities$19,704 $— $19,704 $— 
Residential collateralized mortgage obligations$71,082 $— $71,082 $— 
Other investment securities:
Mutual fund - CRA qualified$3,773 $3,773 $— $— 
There were no transfers between Level 1 and Level 2 for the three and nine months ended September 30, 2021 or 2020.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The Company may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from application of lower of cost or fair value and write-downs of individual assets.
Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s judgment, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Appraisals for collateral-dependent impaired loans are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the credit department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics.

Assets and liabilities measured at

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Table of Contents
The following table presents the fair value hierarchy and fair value of assets that were still held and had fair value adjustments measured on a recurringnonrecurring basis at March 31 2018as of September 30, 2021 and December 31, 2017 are summarized below:

2020:

 

 

 

 

 

 

Fair Value Measuring Using

 

 

 

 

 

 

 

Quoted

 

 

Significant Other

 

 

Significant

 

 

 

 

 

 

 

Prices in

 

 

Observable

 

 

Unobservable

 

 

 

Total

 

 

Active Markets

 

 

Inputs

 

 

Inputs

 

 

 

Fair Value

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

As of March 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government sponsored agency securities

 

$

6,868,080

 

 

$

 

 

$

6,868,080

 

 

$

 

Mortgage-backed securities - residential

 

 

12,987,463

 

 

 

 

 

 

12,987,463

 

 

 

 

Collateralized mortgage obligations

 

 

17,008,968

 

 

 

 

 

 

17,008,968

 

 

 

 

Other investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual fund - CRA qualified

 

 

2,532,056

 

 

 

2,532,056

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government sponsored agency securities

 

$

6,932,008

 

 

$

 

 

$

6,932,008

 

 

$

 

Mortgage-backed securities - residential

 

 

13,940,525

 

 

 

 

 

 

13,940,525

 

 

 

 

Collateralized mortgage obligations

 

 

18,113,498

 

 

 

 

 

 

18,113,498

 

 

 

 

Other securities

 

 

2,485,680

 

 

 

2,485,680

 

 

 

 

 

 

 

($ in thousands)Fair Value Measure on a Nonrecurring Basis
September 30, 2021
Total
Fair Value
Quoted
Prices in
Active Markets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Impaired loans$443 $— $— $443 
December 31, 2020
Impaired loans$87 $— $— $87 

There were no transfers between level 1 and level 2


The following table presents the increase (decrease) in value of certain assets held at the end of the respective reporting periods presented for which a nonrecurring fair value adjustment was recognized during the period presented:
($ in thousands)Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Impaired loans$(106)$— $(99)$(56)

The following table presents information about significant unobservable inputs utilized in the three months ended March 31, 2018 or 2017. There were no assets or liabilities measured atCompany’s nonrecurring Level 3 fair value measurements as of September 30, 2021 and December 31, 2020:
September 30, 2021
($ in thousands)Fair Value
Measurements
(Level 3)
Valuation
Techniques
Unobservable
Inputs
Range of
Inputs
Weighted-
Average of
Inputs (1)
Impaired loans:
Commercial and industrial (2)
$— 
Income approach -
discounted cash flows
Discount rate3.8%3.8%
SBA loans—real estate$47 Market approach
Market data
comparison
(13.0)%
to 18.0%
(0.1)%
SBA loans—real estate$396 
Income approach -
income capitalization
Capitalization rate12.0%12.0%
 
December 31, 2020
Impaired loans:
Commercial and industrial (2)
$— 
Income approach -
discounted cash flows
Discount rate3.8%3.8%
SBA loans—non-real estate$62 
Income approach -
discounted cash flows
Discount rate5.3%5.3%
SBA loans—non-real estate$25 Market approach
Market data
comparison
(3.5)%
to 7.1%
2.9%
(1)Weighted-average of inputs is based on the relative fair value of the respective assets as of September 30, 2021 and December 31, 2020.
(2)Applying fair value adjustments on the impaired loan through the full specific reserve allowance of the loan carrying value resulted in a non-recurring basis at Marchzero fair value balance as of September 30, 2021 and December 31, 2018 or 2017.

2020.



27

Table of Contents

Financial Instruments: The carrying amounts and estimated fair values of financial instruments that are not carried at fair value at Marchon a recurring basis as of September 30, 2021 and December 31, 20182020 are as follows:

As of March 31, 2018:

 

Carrying

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Value

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

69,899,816

 

 

$

69,899,816

 

 

$

 

 

$

 

 

$

69,899,816

 

Loans held for sale

 

 

18,570,944

 

 

 

 

 

 

20,270,185

 

 

 

 

 

 

20,270,185

 

Loans receivable, net

 

 

784,034,862

 

 

 

 

 

 

 

 

 

779,565,863

 

 

 

779,565,863

 

Accrued interest receivable

 

 

2,503,721

 

 

 

 

 

 

177,607

 

 

 

2,326,114

 

 

 

2,503,721

 

Other investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FHLB and PCBB stock

 

 

4,286,500

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposit

 

$

818,279,718

 

 

$

 

 

$

817,655,673

 

 

$

 

 

$

817,655,673

 

FHLB Advances

 

 

10,000,000

 

 

 

 

 

 

10,000,000

 

 

 

 

 

 

10,000,000

 

Accrued interest payable

 

 

557,559

 

 

 

 

 

 

557,559

 

 

 

 

 

 

557,559

 


The carrying amountsfollows. These financial assets and estimated fair values of financial instruments not carriedliabilities are measured at fair value at December 31, 2017 are as follows:

As of December 31, 2017:

 

Carrying

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Value

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

63,249,952

 

 

$

63,249,952

 

 

$

 

 

$

 

 

$

63,249,952

 

Loans held for sale

 

 

15,739,305

 

 

 

 

 

 

17,203,060

 

 

 

 

 

 

17,203,060

 

Loans receivable, net

 

 

738,884,413

 

 

 

 

 

 

 

 

 

731,436,572

 

 

 

731,436,572

 

Accrued interest receivable

 

 

2,463,486

 

 

 

 

 

 

189,005

 

 

 

2,274,481

 

 

 

2,463,486

 

FHLB and PCBB stock

 

 

4,286,500

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposit

 

$

773,306,014

 

 

$

 

 

$

773,071,521

 

 

$

 

 

$

773,071,521

 

FHLB Advances

 

 

25,000,000

 

 

 

 

 

 

25,000,000

 

 

 

 

 

 

25,000,000

 

Accrued interest payable

 

 

423,239

 

 

 

 

 

 

423,239

 

 

 

 

 

 

423,239

 

The methods and assumptions, not previously presented, used to estimate fair value are described as follows:

(a) Cash and Cash equivalents

The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1.

(b) Loans Held for Sale

The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors resulting in a Level 2 classification.

(c) Loans Receivable, Net

Fair values of loans, excluding loans held for sale, are basedamortized cost basis on the exit price notion set forth by ASU 2016-01 effective January 1, 2017 and estimated using discounted cash flow analyses. The estimation of fair values of loans results in a Level 3 classification as it requires various assumptions and considerable judgement to incorporate factors relevant when selling loans to market participants, such as funding costs, return requirements of likely buyers and performance expectations of the loans given the current market environment and quality of loans.   Estimated fair value of loans carried at cost at December 31, 2017 were based on an entry price notion.

(d) Other Investments

Fair value of CRA qualified mutual fund is readily determinable using quoted prices and is classified as Level 1.  It is not practical to determine the fair value of FHLB and PCBB stock due to restrictions placed on their transferability.

(e) Deposits

The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount) resulting in a Level 2 classification. The carrying amounts of variable rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date resulting in a Level 2 classification. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

(f) Federal Home Loan Bank Advances

The fair values of Federal Home Loan Bank Advances are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements, resulting in a Level 2 classification.

Company’s Consolidated Balance Sheet:

($ in thousands)September 30, 2021
Carrying
Amount
Level 1Level 2Level 3Estimated Fair Value
Financial Assets:
Cash and cash equivalents$188,145 $188,145 $— $— $188,145 
Loans held for sale$94,466 $— $104,218 $— $104,218 
Loans receivable, net$1,217,687 $— $— $1,217,597 $1,217,597 
Accrued interest receivable, net$3,931 $$267 $3,659 $3,931 
Other investments:
FHLB and PCBB stock$7,195 N/AN/AN/AN/A
Time deposits placed$96 $— $96 $— $96 
Servicing assets$12,389 $— $— $15,138 $15,138 
Financial Liabilities:
Deposit$1,496,406 $— $1,497,270 $— $1,497,270 
Accrued interest payable$575 $— $575 $— $575 

(g) Accrued Interest Receivable/Payable

The carrying amounts of accrued interest approximate fair value and are classified within the same fair value hierarchy level as the related asset or liability.

(h) Off-balance Sheet Instruments

Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not material.

($ in thousands)December 31, 2020
Carrying
Amount
Level 1Level 2Level 3Estimated Fair Value
Financial Assets:
Cash and cash equivalents$106,310 $106,310 $— $— $106,310 
Loans held for sale$26,659 $— $26,659 $— $26,659 
Loans receivable, net$1,084,384 $— $— $1,109,217 $1,109,217 
Accrued interest receivable, net$3,985 $$249 $3,729 $3,985 
Other investments:
FHLB and PCBB stock$6,233 N/AN/AN/AN/A
Time deposits placed$95 $— $95 $— $95 
Servicing assets$7,360 $— $— $9,106 $9,106 
Financial Liabilities:
Deposit$1,200,090 $— $1,200,789 $— $1,200,789 
FHLB Advances$5,000 $— $5,000 $— $5,000 
Accrued interest payable$1,021 $— $1,021 $— $1,021 

Note 14. Regulatory Capital Matters

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel III rules) became effective for the Company on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019.

Under the Basel III rules, the CompanyBank must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer is being phased in from 0.0% for 2015 to 2.50% by 2019. TheAs of September 30, 2021, the capital conservation buffers for 2016, 2017 and 2018 are 0.625%, 1.25% and 1.875%, respectively. The net unrealized gain or loss on available for sale securitiesthe Company is not included in computing regulatory capital.2.50%. Management believes that as of March 31, 2018September 30, 2021 and December 31, 2017,2020, the Company and Bank meetmet all capital adequacy requirements to which they are subject.  

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized,subject to. Based on recent changes to the Federal Reserve’s definition of a “Small Bank Holding Company” that increased the threshold to $3 billion in assets, the Company is not currently subject to separate minimum capital measurements. At such time as the Company reaches the $3 billion asset level, it will again be subject to capital measurements independent of the Bank. For comparison purposes, the Company’s ratios are included in following discussion as well. Unrealized gain or loss on securities available-for-sale is not included in computing regulatory capital.

28

Table of Contents
The following table presents the regulatory capital amounts and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growthratios for the Company and expansion, and capital restoration plans are required. At December 31, 2017 and 2016, the most recent regulatory notifications categorized the Bank as well capitalized underof dates indicated:
($ in thousands) September 30, 2021
Actual (1)
Required for
Capital Adequacy
Purposes
Minimum
To be Considered
"Well Capitalized"
AmountRatioAmountRatioAmountRatio
Total capital (to risk-weighted assets)
Consolidated$172,873 13.81 %N/AN/AN/AN/A
Bank170,171 13.60 %100,135 8.00 %125,169 10.00 %
Tier 1 capital (to risk-weighted assets)
Consolidated158,126 12.63 %N/AN/AN/AN/A
Bank155,424 12.42 %75,101 6.00 %100,135 8.00 %
Common equity Tier 1 capital (to risk-weighted assets)
Consolidated158,126 12.63 %N/AN/AN/AN/A
Bank155,424 12.42 %56,326 4.50 %81,360 6.50 %
Tier 1 leverage (to average assets)
Consolidated158,126 9.75 %N/AN/AN/AN/A
Bank155,424 9.58 %64,875 4.00 %81,094 5.00 %
(1)The capital requirements are only applicable to the regulatory frameworkBank, and the Company's ratios are included for prompt corrective action. Therecomparison purpose.
($ in thousands)December 31, 2020
Actual (1)
Required for
Capital Adequacy
Purposes
Minimum
To be Considered
"Well Capitalized"
AmountRatioAmountRatioAmountRatio
Total capital (to risk-weighted assets)
Consolidated$155,287 14.81 %N/AN/AN/AN/A
Bank152,232 14.52 %83,859 8.00 %104,824 10.00 %
Tier 1 capital (to risk-weighted assets)
Consolidated142,147 13.56 %N/AN/AN/AN/A
Bank139,092 13.27 %62,894 6.00 %83,859 8.00 %
Common equity Tier 1 capital (to risk-weighted assets)
Consolidated142,147 13.56 %N/AN/AN/AN/A
Bank139,092 13.27 %47,171 4.50 %68,136 6.50 %
Tier 1 leverage (to average assets)
Consolidated142,147 10.55 %N/AN/AN/AN/A
Bank139,092 10.32 %53,915 4.00 %67,393 5.00 %
(1)The capital requirements are no conditions or events since that notification that management believes have changedonly applicable to the institution’s category.

ActualBank, and required capital amounts (in thousands) andthe Company's ratios exclusive of the capital conservation buffer, are presented below at March 31, 2018 and December 31, 2017:

��

 

 

 

 

 

 

 

 

 

Required for

 

 

Minimum

 

 

 

 

 

 

 

 

 

 

 

Capital Adequacy

 

 

To be Considered

 

 

 

Actual

 

 

Purposes

 

 

"Well Capitalized"

 

(Dollars in thousands)

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

As of March 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

$

127,461

 

 

 

16.17

%

 

$

63,057

 

 

 

8.00

%

 

N/A

 

 

N/A

 

Bank

 

 

127,394

 

 

 

16.16

%

 

 

63,051

 

 

 

8.00

%

 

 

78,814

 

 

 

10.00

%

Tier 1 capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

117,681

 

 

 

14.93

%

 

 

47,292

 

 

 

6.00

%

 

N/A

 

 

N/A

 

Bank

 

 

117,614

 

 

 

14.92

%

 

 

47,288

 

 

 

6.00

%

 

 

63,051

 

 

 

8.00

%

Common equity Tier 1 capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

117,681

 

 

 

14.93

%

 

 

35,469

 

 

 

4.50

%

 

N/A

 

 

N/A

 

Bank

 

 

117,614

 

 

 

14.92

%

 

 

35,466

 

 

 

4.50

%

 

 

51,229

 

 

 

6.50

%

Tier 1 capital (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

117,681

 

 

 

13.09

%

 

 

35,962

 

 

 

4.00

%

 

N/A

 

 

N/A

 

Bank

 

 

117,614

 

 

 

13.09

%

 

 

35,950

 

 

 

4.00

%

 

 

44,938

 

 

 

5.00

%

included for comparison purpose.

 

 

 

 

 

 

 

 

 

 

Required for

 

 

Minimum

 

 

 

 

 

 

 

 

 

 

 

Capital Adequacy

 

 

To be Considered

 

 

 

Actual

 

 

Purposes

 

 

"Well Capitalized"

 

(Dollars in thousands)

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

As of December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

$

100,713

 

 

 

13.49

%

 

$

59,729

 

 

 

8.00

%

 

N/A

 

 

N/A

 

Bank

 

 

100,648

 

 

 

13.48

%

 

 

59,726

 

 

 

8.00

%

 

 

74,658

 

 

 

10.00

%

Tier 1 capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

91,510

 

 

 

12.26

%

 

 

44,797

 

 

 

6.00

%

 

N/A

 

 

N/A

 

Bank

 

 

91,445

 

 

 

12.25

%

 

 

44,795

 

 

 

6.00

%

 

 

59,726

 

 

 

8.00

%

Common equity Tier 1 capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

91,510

 

 

 

12.26

%

 

 

33,597

 

 

 

4.50

%

 

N/A

 

 

N/A

 

Bank

 

 

91,445

 

 

 

12.25

%

 

 

33,596

 

 

 

4.50

%

 

 

48,528

 

 

 

6.50

%

Tier 1 capital (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

91,510

 

 

 

10.46

%

 

 

35,009

 

 

 

4.00

%

 

N/A

 

 

N/A

 

Bank

 

 

91,445

 

 

 

10.45

%

 

 

35,007

 

 

 

4.00

%

 

 

43,759

 

 

 

5.00

%

Note 15. Earnings per Share


The two-class method is used in the calculation of basic and diluted earnings per share. Under the two-class method, earnings available to common shares are allocated between common shares and participating securities. The Company’s restricted stock awards are considered participating securities as the unvested awards have non-forfeitable rights to dividends, paid or unpaid, on unvested awards. The factors used in the earnings per share computation follow:

are as follows:

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2018

 

 

2017

 

Basic

 

 

 

 

 

 

 

 

Net income

 

$

3,215,935

 

 

$

2,145,687

 

Undistributed earnings allocated to participating securities

 

 

(106,101

)

 

 

(98,007

)

Net income allocated to common shares

 

 

3,109,834

 

 

 

2,047,680

 

Weighted average common shares outstanding

 

 

13,292,083

 

 

 

12,925,946

 

Basic earnings per common share

 

$

0.23

 

 

$

0.16

 

Diluted

 

 

 

 

 

 

 

 

Net income allocated to common shares

 

$

3,109,834

 

 

$

2,047,680

 

Weighted average common shares outstanding for basic earnings per common share

 

 

13,292,083

 

 

 

12,925,946

 

Add: Dilutive effects of assumed exercises of stock options

 

 

534,873

 

 

 

415,349

 

Average shares and dilutive potential common shares

 

 

13,826,956

 

 

 

13,341,295

 

Diluted earnings per common share

 

$

0.22

 

 

$

0.15

 

29


($ in thousands, except share and per share data)Three Months Ended
September 30,
20212020
Basic
Net income$8,250 $3,595 
Undistributed earnings allocated to participating securities(109)(44)
Net income allocated to common shares$8,141 $3,551 
Weighted average common shares outstanding15,133,407 15,148,833 
Basic earnings per common share$0.54 $0.23 
Diluted
Net income allocated to common shares$8,141 $3,551 
Weighted average common shares outstanding for basic earnings per common share15,133,407 15,148,833 
Add: Dilutive effects of assumed exercises of stock options67,206 33,900 
Average shares and dilutive potential common shares15,200,613 15,182,733 
Diluted earnings per common share$0.54 $0.23 
Nostock options for shares of common stock were antidilutive for the three months ended March 31, 2018.September 30, 2021. Stock options and restricted stock awards for 525,000262 thousand shares of common stock were not considered in computing diluted earnings per common shareantidilutive for the three months ended March 31, 2017 because theySeptember 30, 2020.
($ in thousands, except share and per share data)Nine Months Ended
September 30,
20212020
Basic
Net income$19,706 $9,310 
Undistributed earnings allocated to participating securities(216)(154)
Net income allocated to common shares$19,490 $9,156 
Weighted average common shares outstanding15,071,327 15,235,617 
Basic earnings per common share$1.29 $0.60 
Diluted
Net income allocated to common shares$19,490 $9,156 
Weighted average common shares outstanding for basic earnings per common share15,071,327 15,235,617 
Add: Dilutive effects of assumed exercises of stock options62,246 48,573 
Average shares and dilutive potential common shares15,133,573 15,284,190 
Diluted earnings per common share$1.29 $0.60 
No stock options for shares of common stock were antidilutive.

antidilutive for the nine months ended September 30, 2021. Stock options for 212 thousand shares of common stock were antidilutive for the nine months ended September 30, 2020.

30

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

INTRODUCTION
The following discussion and analysisprovides information about the results of ouroperations, financial condition, liquidity, and capital recourses of OP Bancorp and its subsidiary bank, Open Bank. This information is intended to facilitate the understanding and assessment of significant changes and trends related to the Company’s results of operations and financial condition. This discussion and analysis should be read in conjunction with the “Management’s DiscussionConsolidated Financial Statement and Analysis of Financial Conditionthe accompanying notes presented elsewhere in this report, and Results of Operations” section of our registration statementthe Company’s annual report on Form S-1 filed with the SEC10-K for the year ended December 31, 20172020, filed with the SEC on March 15, 2021. When we refer to “we”, “our”, and “us”, and “the Company” in this report, we mean OP Bancorp and our unauditedsubsidiary bank, Open Bank on a consolidated financial statements and related notes includedbasis. When we refer to the “Bank” in this quarterlyreport, we mean our only bank subsidiary, Open Bank. References to the “holding company” refer to OP Bancorp, the parent company on a stand-alone basis.
OVERVIEW
OP Bancorp, a California corporation, is a bank holding company registered under Bank Holding Company Act of 1956, as amended, with our corporate headquarters located in Los Angeles, California. We offer commercial banking services to small and medium-sized businesses with a strong focus on the financial service needs of the Korean-American community. Through nine full-service branches and four loan production offices, we provide a full range of commercial and retail banking loan and deposit products. The Company’s principal activity is lending to and accepting deposits from businesses and individuals. The primarily source of revenue is net interest income, which is principally derived from the difference between interest earned on loans and securities, and interest paid on deposits and other funding sources.
Financial Performance Summary
Noteworthy items about the Company for the third quarter of 2021 compared with the same period in 2020:
Net Income: Net income was $8.3 million, or $0.54 per diluted common share, up $4.7 million, or 129%. The increase was primarily due to higher net interest income and a reversal of provision for loan losses, partially offset by increases in income tax expense and noninterest expense.
Pre-provision Net Revenue: Non-GAAP pre-provision net revenue was $10.6 million, up $4.2 million, or 64%. The increase was primarily due to higher net interest income. For details, refer to Item 2. MD&A – Reconciliation of GAAP to Non-GAAP Financial Measures in this report.
Net Interest Income and Net Interest Margin: Net interest income was $16.6 million, up $5.2 million, or 45%. Net interest margin was 4.21%, up 55 basis points. The increases in net interest income and net interest margin reflected average loan growth and lower average costs of deposits.
Provision for Loan Losses: Provision for loan losses decreased $2.3 million, primarily due to a continued improvement in the economic environment in 2021.
Noninterest Income: Noninterest income was $3.5 million, up $521 thousand, or 17%. The increase was primarily due to higher gains on sale of loans.
Noninterest Expense and Efficiency Ratio: Noninterest expense was $9.5 million, up $1.5 million, or 19%, primarily due to higher salaries and employee benefits, and foundation donation and other contributions. Efficiency ratio was 47.28%, an improvement from 55.31%.
Profitability: Return on average equity of 21.30% and return on average assets of 2.03%, up from 10.22% and 1.11%, respectively.
Total Assets: Total assets were $1.68 billion, up $340.1 million, or 25%. The increase was primarily due to increases in loans, and cash and cash equivalents.
Total Loans: Total loans were $1.33 billion, up $212.1 million, or 19%. The increase was primarily due to the Hana loan purchase during the third quarter of 2021 and broad-based growth in commercial real estate and C&I loans.
Total Deposits: Total deposits were $1.50 billion, up $326.2 million, or 28%. The increase was primarily due to growth in noninterest bearing and time deposits.
Allowance for Loan Losses: Allowance for loan losses was $14.1 million, down $30 thousand.
31

Balance Sheet and Liquidity
Our balance sheet remained strong during third quarter 2021 with solid levels of liquidity and capital. Total assets increased $313.1 million, or 22.9%, to $1.68 billion at September 30, 2021 compared with $1.37 billion at December 31, 2020, primarily due to increases of $199.9 million, or 17.7%, in total loans and $81.8 million, or 77.0% in cash and cash equivalents. We funded our asset growth primarily with an increase of $296.3 million, or 24.7% in total deposits during the first nine months ended September 30, 2021.
Asset Quality
We maintained solid asset quality with low levels of nonperforming loans and net charge-offs. Nonperforming loans to gross loans as of September 30, 2021 remained flat at 0.09% from as of December 31, 2020. Net charge-offs were $20 thousand or 0.01% of average loans for the first nine months ended September 30, 2021, compared with net charge-offs of $16 thousand or 0.01% of average loans for the same period in 2020. As of September 30, 2021, the allowances for loan losses amounted to $14.1 million, or 1.15% of gross loans, compared with $15.4 million, or 1.40% of gross loans as of December 31, 2020. The decrease in the first nine months ended September 30, 2021 were primarily due to a continued improvement in the economic environment. Excluding the impacts of the purchased Hana loans, PPP loans and the allowance for uncollectible accrued interest receivable, adjusted allowance to gross loans ratios were 1.34% and 1.54%, as of September 30, 2021 and December 31, 2020, respectively. For details, refer to Item 2. MD&A – Reconciliation of GAAP to Non-GAAP Financial Measures in this report on Form 10-Q.

Completion

Capital
We maintained a solid capital position in the first nine months ended September 30, 2021, with total equity of Initial Public Offering

On March 27, 2018, we completed our initial public offering$158.6 million as of September 30, 2021, compared with $143.4 million as of December 31, 2020. Capital ratios remained strong during the quarter. Our common stock, pursuantequity tier 1 and total risk-based ratios were 12.63% and 13.81% as of September 30, 2021, respectively, down from December 31, 2020 due to which we sold an aggregateasset growth in the first nine months ended September 30, 2021. We returned $3.6 million of 2,300,000 sharescapital in cash dividends to stockholders during the first nine months ended September 30, 2021. The Company’s Board of our common stock atDirectors declared a public offering pricequarterly cash dividend of $11.00$0.10 per share, for aggregate net proceedsa 43% increase from $0.07 per share as of approximately $22.6 million, after deducting underwriter discounts and commissions paid by us of approximately $1.7 million and other offering expenses of approximately $925,000. There has been no material change in the planned use of proceeds from our initial public offering as described in our Prospectus.

Critical Accounting Policies and Estimates

December 31, 2020.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) and conform to general practices within the industry in which we operate. To prepare financial statements in conformity with GAAP, management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments are based on information available as of the date of the financial statements and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statement. In particular, management has identified several accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements.

The following is a discussion of the critical accounting policies and significant estimates that require us to make complex and subjective judgments. Additional information about these policies can be found in the “Notes to Consolidated Financial Statements, Note 21. Summary of our unaudited consolidated financial statementsSignificant Accounting Policies” of the audited Consolidated Financial Statements included in this quarterly report onthe Company’s Form 10-Q.

10-K for the period ended December 31, 2020.

Allowance for Loan Losses

The allowance for loan losses (“ALL”) is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowanceALL when management believes the uncollectibility of a loan balance is confirmed.uncollectible. Subsequent recoveries, if any, are credited to the allowance.ALL. Management estimates the allowanceALL balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowanceALL may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off.

32

The ALL is maintained at a level that management believes is appropriate to provide for known and inherent incurred loan losses as of the date of the consolidated balance sheetConsolidated Balance Sheet and we have established methodologies for the determination of its adequacy. The methodologies are set forth in a formal policy and take into consideration the need for an overall general valuation allowance as well as specific allowances that are determined on an individual loan basis.

The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. While management uses available information to recognize losses on loans, changes in economic or other conditions may necessitate revision of the estimate in future periods.

Servicing Assets

Servicing assets are recognized separately when

SELECTED FINANCIAL DATA
($ in thousands, except per share data)Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Income Statement Data:    
Net interest income$16,589 $11,419 $43,930 $33,183 
(Reversal of) provision for loan losses(884)1,399 (1,376)4,130 
Noninterest income3,542 3,021 8,728 7,379 
Noninterest expense9,519 7,987 26,274 23,528 
Income tax expense3,246 1,459 8,054 3,594 
Net Income$8,250 $3,595 $19,706 $9,310 
Diluted earnings per share$0.54 $0.23 $1.29 $0.60 
Performance Ratios:    
Return on average assets (1)
2.03 %1.11 %1.73 %1.00 %
Return on average equity (1)
21.30 %10.22 %17.55 %8.88 %
Net interest margin (1)
4.21 %3.66 %4.01 %3.71 %
Efficiency ratio (2)
47.28 %55.31 %49.90 %58.00 %
(1)Annualized.
(2)Represents noninterest expense divided by the sum of net interest income and noninterest income.
($ in thousands, except per share data)September 30, 2021December 31, 2020
Balance Sheet Data:  
Total loans (1)
$1,326,287 $1,126,395 
Total deposits$1,496,406 $1,200,090 
Total assets$1,679,911 $1,366,826 
Shareholders’ equity$158,624 $143,366 
Credit Quality:  
Nonperforming loans$1,052 $985 
Nonperforming assets$1,052 $985 
Quarterly net charge-offs to average gross loans (2)
(0.00 )%0.00 %
Nonperforming assets to gross loans plus OREO0.09 %0.09 %
Allowance for loan losses to nonperforming loans1,344 %1,558 %
Allowance for loan losses to gross loans1.15 %1.40 %
Financial Ratios:  
Total risk-based capital ratio13.81 %14.81 %
Tier 1 risk-based capital ratio12.63 %13.56 %
Common equity tier 1 ratio12.63 %13.56 %
Leverage ratio9.75 %10.55 %
Book value per common share$10.48 $9.55 
(1)Includes loans are soldheld for sale.
(2)Annualized.
33

COVID-19 AND GOVERNMENT RESPONSE
The COVID-19 pandemic has caused significant, unprecedented disruption around the world that has affected daily living and negatively impacted the local, state, national and global economies. It has caused significant economic and financial disruption that have adversely affected or otherwise impacted our businesses. The COVID-19 has not yet been globally contained and the rightsnumber of cases continues to serviceincrease in many locations, including in the United States in which we operate. During the course of the continuing pandemic, there have been varying governmental and other responses to slow or control the spread of the COVID-19 and to mitigate the adverse impact of the COVID-19, such as stay at home orders, restrictions on business activities, health and safety guidelines, economic relief for individuals and businesses, and monetary policy measures, such responses have met varying degrees of success, and it remains uncertain whether these actions will be successful in a sustained manner. We cannot predict at this time the scope and duration of the pandemic.
Despite the continuing challenges in recent months, there has been some improvement in the economic environment and resilience in the markets in which we operate. With the seemingly wider availability and distribution of vaccinations and the easing of some restrictions in the United States, we have seen steps towards broader containment. However, there still remains much uncertainty around containment of the pandemic, which will depend on various factors, including but not limited to, the extent and spread of variants of the virus; efficacy of vaccines; and government and other actions to mitigate the spread of COVID-19.
Through the COVID-19 pandemic, the Company was able to react quickly to these changes because of the commitment and flexibility of its workforce coupled with a well-prepared business continuity plan. The Company has taken various steps to help our customers, employees, and communities, while maintaining safe and sound banking operations. The Company has been assisting customers with loan deferrals and the PPP loans are retained. Whenand has provided employees remote working environment while maintaining fully functioning operations in all areas.
Loan Payment Deferrals
In early 2020, we began providing payment deferrals of up to 12 months for our commercial and consumer borrowers who had been adversely impacted by the COVID-19 pandemic and had not been delinquent over 30 days on payments at the time of the borrowers’ deferral requests. For the loans are sold, servicing assets are recorded at fair valuemodified under this program, in accordance with ASC Topic 860, Transfersthe provisions of Section 4013 of the CARES Act and Servicing (“ASC 860”). Fair value is basedthe interagency statement issued by bank regulatory agencies, we elected to not apply troubled debt structuring classification who were current as of December 31, 2019. Through September 30, 2021, the Company has processed loan deferments for borrowers across multiple industries representing 225 loan accounts, with an aggregate loan balance of $250.7 million under the interagency guidance and Section 4013 of the CARES Act. As of September 30, 2021, total outstanding balance of remaining in deferment status balance was $6.7 million and represented 0.5% of the total portfolio, down from 2.7% as of December 31, 2020.

The following tables summarizes loan portfolio breakdown by industry and loan deferment as of September 30, 2021:
Loan Portfolio Breakdown by Industry
Excluding Home mortgage and consumer loans
($ in thousands)September 30, 2021
Industry
Number of
accounts
% of totalBalance% of total
Hotel / motel279 9.3 %$205,018 16.9 %
Personal and laundry services162 5.4 25,226 2.1 
Wholesale246 8.2 70,115 5.8 
Food services / restaurant425 14.2 49,457 4.1 
Real estate lessor242 8.1 407,290 33.7 
Gas station251 8.4 189,515 15.6 
Other1,388 46.4 263,322 21.8 
Total (1)
2,993 100.0 %$1,209,943 100.0 %
(1)Includes loans held for sale.
34

Loan Deferment Summary by Industry
Excluding Home mortgage and consumer loans
($ in thousands)September 30, 2021
Industry
Number of
accounts
% of
deferment
% of
total
loans
Balance
% of
deferment
% of
total
loans
Hotel / motel50.0 %0.7 %$5,311 78.7 %2.6 %
Personal and laundry services25.0 0.6 963 14.3 3.8 
Wholesale25.0 0.4 474 7.0 0.7 
Total100.0 %0.1 %$6,748 100.0 %0.6 %
Loan Deferment Summary by Loan Type
($ in thousands)September 30, 2021
Loan Type
Number of
accounts
% of
deferment
% of
total
loans
Balance
% of
deferment
% of
total
loans
Real estate loans75.0 %0.3 %$6,274 93.0 %0.6 %
C & I loans25.0 0.1 474 7.0 0.2 
Loans, excluding home mortgage and consumer loans100.0 0.1 6,748 100.0 0.6 
Home mortgage loans— — — — — — 
Total100.0 %0.1 %$6,748 100.0 %0.5 %
Loan Deferment Status Change by Loan Type
($ in thousands)
Total deferments
under the CARES Act
as of September 30, 2021
Payment resumed
or paid off
through September 30, 2021
Remaining deferments
as of September 30, 2021
Loan Type
Number
of
accounts
Balance
Number
of
accounts
Balance
Number
of
accounts
Balance
Loans, excluding home mortgage and consumer loans156 $220,522 152 $213,774 $6,748 
Home mortgage loans69 30,205 69 30,205 — — 
Total225 $250,727 221 $243,979 $6,748 
Paycheck Protection Program
Beginning in April 2020, we accepted applications under the PPP administered by the SBA under the CARES Act, as amended by the Economic Aid Act enacted on market pricesDecember 27, 2020 and have originated loans to qualified small businesses. Under the terms of the program, loans funded through the PPP are eligible to be forgiven if certain requirements are met, including using the funds for comparable servicing contracts, when available, or alternatively, is basedcertain costs relating to payroll, healthcare and qualifying mortgage interest, rent and utility payments. To the extent not forgiven, loans are subject to terms of the program. Since the PPP’s inception through September 30, 2021, we have funded $154.5 million, and $88.8 million of principal forgiveness has been provided on qualifying PPP loans. As of September 30, 2021, there were unamortized net deferred fees and unaccreted discounts of $2.5 million to be recognized over the estimated life of the loan as a valuation model that calculates the present value of estimated future net servicing income. The fair value of servicing rights is highly sensitive to changes in underlying assumptions. Changes in the prepayment speed and discount rate assumptions have the most significant impactyield adjustment on the fair value of servicing assets.


Servicing fee income, whichloans. If a loan is reported onpaid off or forgiven by the income statementSBA prior to its projected estimated life, the remaining unamortized deferred fees will be recognized as other income, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal and are recorded as income when earned. The amortization of servicing assets is netted against loan servicing fee income. Late fees and ancillary fees related to loan servicing are not material.

Income Taxes

We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxableinterest income in the years in which those temporary differences are expected to be recovered or settled. If current available information raises doubt as to the realizationthat period.

35


RESULTS OF OPERATIONS

Selected Financial Data

Financial Highlights (unaudited)

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands, except per share data)

 

 

As of or for the Three Months Ended

 

 

 

 

March 31,

 

 

 

March 31,

 

 

 

 

2018

 

 

 

2017

 

Income Statement Data:

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

$

11,180

 

 

 

$

9,185

 

Interest expense

 

 

 

1,621

 

 

 

 

978

 

Net interest income

 

 

 

9,559

 

 

 

 

8,207

 

Provision for loan losses

 

 

 

575

 

 

 

 

541

 

Noninterest income

 

 

 

2,212

 

 

 

 

2,244

 

Noninterest expense

 

 

 

6,811

 

 

 

 

6,389

 

Income before taxes

 

 

 

4,385

 

 

 

 

3,521

 

Provision for income taxes

 

 

 

1,169

 

 

 

 

1,375

 

Net Income

 

 

$

3,216

 

 

 

$

2,146

 

Diluted earnings per share

 

 

$

0.22

 

 

 

$

0.15

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

Loans held for sale

 

 

$

18,571

 

 

 

$

925

 

Gross loans, net of unearned income

 

 

 

793,751

 

 

 

 

681,937

 

Allowance for loan losses

 

 

 

9,716

 

 

 

 

8,380

 

Total assets

 

 

 

956,842

 

 

 

 

800,188

 

Deposits

 

 

 

818,280

 

 

 

 

711,047

 

Shareholders’ equity

 

 

 

117,260

 

 

 

 

83,781

 

Performance Ratios:

 

 

 

 

 

 

 

 

 

 

Return on average assets (annualized)

 

 

 

1.43

%

 

 

 

1.10

%

Return on average equity (annualized)

 

 

 

13.64

%

 

 

 

10.39

%

Net interest margin (annualized)

 

 

 

4.56

%

 

 

 

4.47

%

Efficiency ratio (1)

 

 

 

57.86

%

 

 

 

61.13

%

Credit Quality:

 

 

 

 

 

 

 

 

 

 

Nonperforming loans

 

 

$

592

 

 

 

$

364

 

Nonperforming assets

 

 

 

592

 

 

 

 

364

 

Net charge-offs to average gross loans  (annualized)

 

 

 

0.00

%

 

 

 

0.04

%

Nonperforming assets to gross loans plus OREO

 

 

 

0.07

%

 

 

 

0.05

%

ALL to nonperforming loans

 

 

 

1641

%

 

 

 

2302

%

ALL to gross loans

 

 

 

1.22

%

 

 

 

1.23

%

Capital Ratios:

 

 

 

 

 

 

 

 

 

 

Leverage ratio

 

 

 

13.09

%

 

 

 

10.74

%

Common equity tier 1 ratio

 

 

 

14.93

%

 

 

 

12.41

%

Tier 1 risk-based capital ratio

 

 

 

14.93

%

 

 

 

12.41

%

Total risk-based capital ratio

 

 

 

16.17

%

 

 

 

13.66

%

 

 

 

 

 

 

 

 

 

 

 

(1) Represents noninterest expense divided by the sum of net interest income and noninterest income.

 

Results of Operations—Comparison for the Three Months Ended March 31, 2018 and March 31, 2017

The following discussion of our results of operations compares the threethird quarter and first nine months ended March 31, 2018September 30, 2021 to the three months ended March 31, 2017.

We reportedsame periods in 2020.

Net Income
Third quarter 2021 net income for the three months ended March 31, 2018 of $3.2was $8.3 million, or $0.54 per diluted common share, compared towith third quarter 2020 net income of $2.1$3.6 million, for the three months ended March 31, 2017.or $0.23 per diluted common share, an increase of $4.7 million, or 129.5% in net income. The increase was primarily due to a $1.4$5.2 million increase in net interest income and a $2.3 million decrease in provision for loan losses, partially offset by a $422,000$1.8 million increase in income tax expense and a $1.5 million increase in noninterest expense.


For the first nine months ended September 30, 2021, net income was $19.7 million, or $1.29 per diluted common share, compared with $9.3 million, or $0.60 per diluted common share for the same period in 2020, an increase of $10.4 million, or 111.7%. The increase was primarily due to a $10.7 million increase in net interest income and a $5.5 million decrease in provision for loan losses, partially offset by a $4.5 million increase in income tax expense and a $2.7 million increase in noninterest expense.

Net Interest Income

The management of interest income and expense is fundamental to our financial performance. Net interest income, the difference between interest income and interest expense, is the largest component of the Company’s total revenue. Management closely monitors both total net interest income and the net interest margin (net interest income divided by average earning assets). We seek to maximize net interest income without exposing the Company to an excessive level of interest rate risk through our asset and liability policies. Interest rate risk is managed by monitoring the pricing, maturity and repricing options of all classes of interest-bearing assets and liabilities. Our net interest margin is also adversely impacted by the reversal of interest on nonaccrual loans and the reinvestment of loan payoffs into lower yielding investment securities and other short-term investments.

36

Table of Contents
The following table presents, for the periods indicated, information about: (i) weighted average balances, the total dollar amount of interest income from interest-earning assets and the resultant average yields;yields, (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates;rates, (iii) net interest income;income, (iv) the interest rate spread;spread, and (v) the net interest margin.

 

 

Three months Ended March 31,

 

 

 

2018

 

 

2017

 

(Dollars in thousands)

 

Average

Balance

 

 

Interest

and Fees

 

 

Yield /

Rate

 

 

Average

Balance

 

 

Interest

and Fees

 

 

Yield /

Rate

 

Earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold and other investments (1)

 

$

21,887

 

 

$

144

 

 

 

2.64

%

 

$

22,169

 

 

$

112

 

 

 

2.03

%

Securities available for sale

 

 

38,211

 

 

 

188

 

 

 

1.97

 

 

 

34,749

 

 

 

144

 

 

 

1.65

 

Total investments

 

 

60,098

 

 

 

332

 

 

 

2.21

 

 

 

56,918

 

 

 

256

 

 

 

1.80

 

Real estate

 

 

444,224

 

 

 

5,535

 

 

 

5.05

 

 

 

362,083

 

 

 

4,245

 

 

 

4.75

 

SBA

 

 

134,935

 

 

 

2,550

 

 

 

7.67

 

 

 

114,699

 

 

 

2,023

 

 

 

7.15

 

C & I

 

 

100,187

 

 

 

1,366

 

 

 

5.53

 

 

 

98,436

 

 

 

1,230

 

 

 

5.07

 

Home Mortgage

 

 

104,254

 

 

 

1,345

 

 

 

5.16

 

 

 

105,062

 

 

 

1,367

 

 

 

5.21

 

Consumer

 

 

3,630

 

 

 

52

 

 

 

5.68

 

 

 

4,814

 

 

 

64

 

 

 

5.46

 

Loans (2)

 

 

787,230

 

 

 

10,848

 

 

 

5.58

 

 

 

685,094

 

 

 

8,929

 

 

 

5.27

 

Total earning assets

 

 

847,328

 

 

 

11,180

 

 

 

5.34

 

 

 

742,012

 

 

 

9,185

 

 

 

5.01

 

Noninterest-earning assets

 

 

52,084

 

 

 

 

 

 

 

 

 

 

 

37,887

 

 

 

 

 

 

 

 

 

Total assets

 

 

899,412

 

 

 

 

 

 

 

 

 

 

 

779,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW and savings deposits

 

 

6,404

 

 

 

4

 

 

 

0.25

%

 

 

5,457

 

 

 

3

 

 

 

0.25

%

Money market deposits

 

 

260,912

 

 

 

708

 

 

 

1.10

 

 

 

258,434

 

 

 

544

 

 

 

0.85

 

Time deposits

 

 

243,597

 

 

 

822

 

 

 

1.37

 

 

 

187,613

 

 

 

424

 

 

 

0.92

 

Total interest-bearing deposits

 

 

510,913

 

 

 

1,534

 

 

 

1.22

 

 

 

451,504

 

 

 

971

 

 

 

0.87

 

Borrowings

 

 

23,779

 

 

 

87

 

 

 

1.49

 

 

 

4,233

 

 

 

7

 

 

 

0.68

 

Total interest-bearing liabilities

 

 

534,692

 

 

 

1,621

 

 

 

1.23

 

 

 

455,737

 

 

 

978

 

 

 

0.87

 

Noninterest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

 

260,221

 

 

 

 

 

 

 

 

 

 

 

236,194

 

 

 

 

 

 

 

 

 

Other noninterest-bearing liabilities

 

 

10,180

 

 

 

 

 

 

 

 

 

 

 

5,386

 

 

 

 

 

 

 

 

 

Total noninterest-bearing liabilities

 

 

270,401

 

 

 

 

 

 

 

 

 

 

 

241,580

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

94,319

 

 

 

 

 

 

 

 

 

 

 

82,582

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

899,412

 

 

 

 

 

 

 

 

 

 

$

779,899

 

 

 

 

 

 

 

 

 

Net interest income / interest rate spreads

 

 

 

 

 

$

9,559

 

 

 

4.11

%

 

 

 

 

 

$

8,207

 

 

 

4.14

%

Net interest margin

 

 

 

 

 

 

 

 

 

 

4.56

%

 

 

 

 

 

 

 

 

 

 

4.47

%

Cost of deposits & cost of funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total deposits / cost of deposits

 

$

771,134

 

 

$

1,534

 

 

 

0.81

%

 

$

687,698

 

 

$

971

 

 

 

0.57

%

Total funding liabilities / cost of funds

 

$

794,913

 

 

$

1,622

 

 

 

0.83

%

 

$

691,931

 

 

$

978

 

 

 

0.57

%

(1)

Includes income and average balances for Federal Home Loan Bank (“FHLB”) and Pacific Coast Bankers Bank (“PCBB”) stock, CRA qualified mutual fund, term federal funds, interest-earning time deposits and other miscellaneous interest-earning assets.

(2)

Average loan balances include non-accrual loans and loans held for sale.

($ in thousands)Three Months Ended September 30,
20212020
Average
Balance
Interest
and Fees
Yield /
Rate (1)
Average
Balance
Interest
and Fees
Yield /
Rate (1)
Interest-earning assets:      
Federal Funds sold and other investments (2)
$148,350 $164 0.44 %$93,827 $116 0.49 %
Available-for-sale debt securities109,009 269 0.99 84,869 319 1.51 
Total investments257,359 433 0.67 178,696 435 0.97 
Real estate loans678,642 7,680 4.49 630,255 7,461 4.71 
SBA loans403,279 6,835 6.72 219,183 2,719 4.94 
C & I loans107,614 1,074 3.96 89,103 847 3.78 
Home mortgage loans117,825 1,317 4.47 122,222 1,531 5.01 
Consumer & other loans978 16 6.49 1,412 23 6.43 
Total loans (3)
1,308,338 16,922 5.13 1,062,175 12,581 4.72 
Total earning assets1,565,697 17,355 4.40 1,240,871 13,016 4.18 
Noninterest-earning assets57,160   52,145   
Total assets$1,622,857   $1,293,016   
       
Interest-bearing liabilities:      
Money market deposits and others$368,507 $299 0.32 %$298,942 $394 0.52 %
Time deposits383,503 467 0.48 364,928 1,203 1.31 
Total interest-bearing deposits752,010 766 0.40 663,870 1,597 0.96 
Borrowings— — — 10,001 — — 
Total interest-bearing liabilities752,010 766 0.40 673,871 1,597 0.94 
Noninterest-bearing liabilities:    
Noninterest-bearing deposits696,761  460,965  
Other noninterest-bearing liabilities19,169  17,507  
Total noninterest-bearing liabilities715,930  478,472  
Shareholders’ equity154,917  140,673  
Total liabilities and shareholders’ equity$1,622,857  $1,293,016  
Net interest income / interest rate spreads$16,589 4.00 % $11,419 3.24 %
Net interest margin 4.21 %  3.66 %
Cost of deposits & cost of funds:     
Total deposits / cost of deposits$1,448,771 $766 0.21 %$1,124,835 $1,597 0.56 %
Total funding liabilities / cost of funds$1,448,771 $766 0.21 %$1,134,836 $1,597 0.56 %


37

Table of Contents
($ in thousands)Nine Months Ended September 30,
20212020
Average
Balance
Interest
and Fees
Yield /
Rate (1)
Average
Balance
Interest
and Fees
Yield /
Rate (1)
Interest-earning assets:      
Federal Funds sold and other investments (2)
$121,947 $436 0.47 %$90,733 $538 0.78 %
Available-for-sale debt securities103,699 723 0.93 66,752 920 1.84 
Total investments225,646 1,159 0.68 157,485 1,458 1.23 
Real estate loans667,547 22,870 4.58 634,178 23,159 4.88 
SBA loans339,968 14,931 5.87 182,842 8,001 5.84 
C & I loans108,402 3,129 3.86 94,455 3,044 4.30 
Home mortgage loans122,008 4,200 4.59 121,332 4,521 4.97 
Consumer & other loans1,115 47 5.61 2,362 98 5.61 
Total loans (3)
1,239,040 45,177 4.87 1,035,169 38,823 5.01 
Total earning assets1,464,686 46,336 4.23 1,192,654 40,281 4.51 
Noninterest-earning assets53,093   50,065   
Total assets$1,517,779   $1,242,719   
      
Interest-bearing liabilities:      
Money market deposits and others$357,525 $851 0.32 %$300,356 $1,835 0.82 %
Time deposits370,715 1,555 0.56 407,625 5,263 1.72 
Total interest-bearing deposits728,240 2,406 0.44 707,981 7,098 1.34 
Borrowings2,657 — — 4,688 — — 
Total interest-bearing liabilities730,897 2,406 0.44 712,669 7,098 1.33 
Noninterest-bearing liabilities:      
Noninterest-bearing deposits619,437   372,390   
Other noninterest-bearing liabilities17,726   17,929   
Total noninterest-bearing liabilities637,163   390,319   
Shareholders’ equity149,719   139,731   
Total liabilities and shareholders’ equity$1,517,779   $1,242,719   
Net interest income / interest rate spreads$43,930 3.79 % $33,183 3.18 %
Net interest margin 4.01 %3.71 %
Cost of deposits & cost of funds:     
Total deposits / cost of deposits$1,347,677 $2,406 0.24 %$1,080,371 $7,098 0.88 %
Total funding liabilities / cost of funds$1,350,334 $2,406 0.24 %$1,085,059 $7,098 0.87 %
(1)Annualized.
(2)Includes income and average balances for FHLB and PCBB stock, CRA qualified mutual fund, term federal funds, interest-earning time deposits and other miscellaneous interest-earning assets.
(3)Average loan balances include non-accrual loans and loans held for sale.

Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following tables set forth the effects of changing rates and volumes on our net interest income during the period shown. Information is provided with respect to (i) effects on interest income attributable to changes in volume (change in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Change applicable to both volume and rate have been allocated to volume.

volume and rate ratably.

 

 

Three Months Ended March 31,

 

 

 

2018 over 2017

 

 

 

Change due to:

 

 

 

 

 

(Dollars in thousands)

 

Volume

 

 

Rate

 

 

Interest

Variance

 

Earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold and other investments

 

$

(1

)

 

$

33

 

 

$

32

 

Securities available for sale

 

 

15

 

 

 

29

 

 

 

44

 

Total investments

 

 

14

 

 

 

62

 

 

 

76

 

Real estate

 

 

1,009

 

 

 

281

 

 

 

1,290

 

SBA

 

 

373

 

 

 

154

 

 

 

527

 

C & I

 

 

22

 

 

 

114

 

 

 

136

 

Home Mortgage

 

 

(10

)

 

 

(12

)

 

 

(22

)

Consumer

 

 

(15

)

 

 

3

 

 

 

(12

)

Loans

 

 

1,379

 

 

 

540

 

 

 

1,919

 

Total earning assets

 

 

1,393

 

 

 

602

 

 

 

1,995

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW and savings deposits

 

 

1

 

 

 

-

 

 

 

1

 

Money market deposits

 

 

5

 

 

 

159

 

 

 

164

 

Time deposits

 

 

151

 

 

 

247

 

 

 

398

 

Total interest-bearing deposits

 

 

157

 

 

 

406

 

 

 

563

 

Borrowings

 

 

64

 

 

 

16

 

 

 

80

 

Total interest-bearing liabilities

 

 

221

 

 

 

422

 

 

 

643

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

1,172

 

 

$

180

 

 

$

1,352

 

38

Interest


Table of Contents
($ in thousands)Three Months Ended September 30,
2021 over 2020
Change due to:
VolumeRate
Interest
Variance
Interest earning assets:   
Federal Funds sold and other investments$29 $19 $48 
Available-for-sale debt securities, at fair value78 (128)(50)
Total investments107 (109)(2)
Real estate loans573 (354)219 
SBA loans2,776 1,340 4,116 
C & I loans182 45 227 
Home mortgage loans(52)(162)(214)
Consumer & other loans(7)— (7)
Total loans3,472 869 4,341 
Total earning assets3,579 760 4,339 
   
Money market deposits and others59 (154)(95)
Time deposits43 (779)(736)
Total interest-bearing deposits102 (933)(831)
Borrowings— — — 
Total interest-bearing liabilities102 (933)(831)
Net interest income$3,477 $1,693 $5,170 
($ in thousands)Nine Months Ended September 30,
2021 over 2020
Change due to:
VolumeRate
Interest
Variance
Interest earning assets:   
Federal Funds sold and other investments$97 $(199)$(102)
Available-for-sale debt securities, at fair value377 (574)(197)
Total investments474 (773)(299)
Real estate loans1,171 (1,460)(289)
SBA loans6,489 441 6,930 
C & I loans424 (339)85 
Home mortgage loans24 (345)(321)
Consumer & other loans(51)— (51)
Loans8,057 (1,703)6,354 
Total earning assets8,531 (2,476)6,055 
    
Money market deposits and others222 (1,206)(984)
Time deposits(309)(3,399)(3,708)
Total interest-bearing deposits(87)(4,605)(4,692)
Borrowings— — — 
Total interest-bearing liabilities(87)(4,605)(4,692)
Net interest income$8,618 $2,129 $10,747 



39

Table of Contents
Comparison for the Third Quarter of 2021 and 2020
Net interest income increased $2.0$5.2 million, or 21.7%45.3%, to $11.2$16.6 million for the three months ended March 31, 2018third quarter of 2021 from $9.2$11.4 million for the same period in 2017. 2020, primarily due to higher average loan balance and lower average cost of deposits.
Interest expense increased $643,000, or 65.7%, to $1.6and fees on loans was $16.9 million for the three months ended March 31, 2018 from $978,000 for the same period in 2017. For the three months ended March 31, 2018, net interest income increased $1.4 million, or 16.5%, to $9.6 millionthird quarter of 2021, compared to $8.2with $12.6 million for the same period in 2017.2020, an increase of $4.3 million, or 34.5%. The increase in net interest income was primarily attributabledue to average loan growth. Higherdiscount accretion from the Hana loan purchase and higher loan fees from PPP forgiveness have also contributed to the growth inincrease.For the third quarter of 2021, average loans andincreased $246.2 million, or 23.2%, to $1.31 billion from $1.06 billion for the increasesame period in 2020, primarily due to the Hana loan purchase. The average yield on loans increased to 5.13% from 4.72%, reflecting higher SBA discount accretions from an increase in loan payoffs and the Hana loan purchase, and higher loan fees from PPP forgiveness, partially offset by the growthimpact of lower interest rates.
Average interest-earning assets increased $324.8 million, or 26.2%, to $1.57 billion for the third quarter of 2021 from $1.24 billion for the same period in 2020. For the third quarter of 2021, average yield on interest-earning assets increased 22 basis points to 4.40% from 4.18% for the same period in 2020.
Interest expense was $766 thousand for the third quarter of 2021, compared with $1.6 million for the same period in 2020, a decrease of $831 thousand, or 52.0%, primarily due to continued downward adjustments in deposit rates and changes in deposit mix.
Average cost of interest-bearing liabilities decreased 54 basis points to 0.40% for the third quarter of 2021 from 0.94% for the same period in 2020. The decrease in the average cost of interest-bearing liabilities primarily reflected the impact of lower interest rates and changes in deposit mix. Deposits are an importance source of funds and impact both net interest income and net interest margin. Average noninterest-bearing deposits increased $235.8 million, or 51.2%, to $696.8 million for the third quarter of 2021, compared with $461.0 million for the same period in 2020. The increase in average noninterest-bearing deposits was primarily driven by customers preferences for liquidity given the economic uncertainty associated with the COVID-19 pandemic. Average interest-bearing deposits and higher rates paid on interest-bearing deposits. liabilities increased $78.1 million, or 11.6%, to $752.0 million for the third quarter of 2021 compared with $673.9 million for the same period in 2020.
The net interest spread and net interest margin for the three months ended March 31, 2018third quarter of 2021, were 4.11%4.00% and 4.56%4.21%, respectively, compared with 4.14%3.24% and 4.47%3.66%, respectively, for the same period in 2017.

Average loans2020. Excluding the impact of the Hana loan purchase, adjusted net interest margin was 3.91% for the third quarter of 2021. For details, refer to Item 2. MD&A – Reconciliation of GAAP to Non-GAAP Financial Measures in this report on Form 10-Q.

Comparison for the first nine months ended September 30, 2021 and 2020
Net interest income increased $102.1$10.7 million, or 14.9%32.4%, to $787.2$43.9 million for the threefirst nine months ended March 31, 2018September 30, 2021 from $685.1$33.2 million for the same period in 2017. Average securities increased $5.9 million, or 17.1%,2020, primarily due to $40.7higher average loan balance and lower average cost of deposits, partially offset by lower average yield on loans.
Interest and fees on loans was $45.2 million for the threefirst nine months ended March 31, 2018 from $34.8September 30, 2021, compared with $38.8 million for the same period in 2017. Average interest-earning assets increased $105.32020, an increase of $6.4 million, or 14.2%16.4%. The increase was primarily due to average loan growth. For the first nine months ended September 30, 2021, average loans increased $203.9 million, or 19.7%, to $847.3 million for the three months ended March 31, 2018$1.24 billion from $742.0 million$1.04 billion for the same period in 2017. The increase in average loans was2020, primarily due to newthe Hana loan production,purchase and the increase in average securities was due to securities purchases. Average interest-bearing liabilities increased $79.0 million, or 17.3 percent, to $534.7 million for the three months ended March 31, 2018, compared with $455.7 million for the same period in 2017. The increase in average interest-bearing liabilities resulted primarily from an increase in average time deposits and borrowings. Average noninterest-bearing demand deposits increased $24.0 million, or 10.2%, to $260.2 million for the three months ended March 31, 2018 compared to $236.2 million for the same period in 2017.

PPP originations. The average yield on loans increased 31was 4.87%, a 14 basis points to 5.58% for the three months ended March 31, 2018 from 5.27% for the same period in 2017, primarily due to cumulative market rate increases by the Federal Reserve of 75 basis points through three rate hikes of 25 basis points in each of June 2017, December 2017 and March 2018. The average yield on securities increased 33 basis points to 1.98% for the three months ended March 31, 2018 from 1.65% for the same period in 2017, attributable primarily to purchasing higher yielding securities. The average yield on interest-earning assets increased 33 basis points to 5.34% for the three months ended March


31, 2018point decrease from 5.01% for the same period in 2017.2020.

Average interest-earning assets increased $272.0 million, or 22.8%, to $1.46 billion for the first nine months ended September 30, 2021 from $1.19 billion for the same period in 2020. For the first nine months ended September 30, 2021, average yield on interest-earning assets decreased 28 basis points to 4.23% from 4.51% for the same period in 2020.
Interest expense was $2.4 million for the first nine months ended September 30, 2021, compared with $7.1 million for the same period in 2020, a decrease of $4.7 million, or 66.1%, primarily due to continued downward adjustments in deposit rates and changes in deposit mix.

40

Table of Contents
Average cost of interest-bearing liabilities decreased 89 basis points to 0.44% for the first nine months ended September 30, 2021 from 1.33% for the same period in 2020. The decrease in the average cost of interest-bearing liabilities primarily reflected the impact of lower interest rates and changes in deposit mix. Average noninterest-bearing deposits increased 36 basis points$247.0 million, or 66.3%, to 1.23%$619.4 million for the threefirst nine months ended March 31, 2018 from 0.87%September 30, 2021, compared with $372.4 million for the same period in 2017.

2020. The increase in average noninterest-bearing deposits was primarily driven by customer preferences for liquidity given the economic uncertainty associated with the COVID-19 pandemic, as well as PPP funds held in deposit accounts. Average interest-bearing liabilities increased $18.2 million, or 2.6%, to $730.9 million for the first nine months ended September 30, 2021, compared with $712.7 million for the same period in 2020.

The net interest spread and net interest margin for the first nine months ended September 30, 2021, were 3.79% and 4.01%, respectively, compared with 3.18 % and 3.71%, respectively, for the same period in 2020. Excluding the impact of the Hana loan purchase, adjusted net interest margin was 3.86% for the first nine months ended September 30, 2021. For details, refer to Item 2. MD&A – Reconciliation of GAAP to Non-GAAP Financial Measures in this report on Form 10-Q.
Provision for Loan Losses

Credit risk is inherent in the business of making loans. We establish an allowance for loan losses through charges to earnings, which are shown in the statements of operations as the provision for loan losses. Specifically, identifiable, and quantifiable known losses are promptly charged off against the allowance. The provision for loan losses is determined by conducting a quarterly evaluation of the adequacy of our allowance for loan losses and charging the shortfall or excess, if any, to the current quarter’s expense. This has the effect of creating variability in the amount and frequency of charges to earnings. The provision for loan losses and level of allowance for each period are dependent upon many factors, including loan growth, net charge-offs, changes in the composition of the loan portfolio, delinquencies, management’s assessment of the quality of the loan portfolio, the valuation of problem loans and the general economic conditions in our market area.

Comparison for the Third Quarter of 2021 and 2020
The Company recorded a reversal of its provision for loan losses of $884 thousand for the three months ended March 31, 2018 was $575,000third quarter of 2021, compared to $541,000with a provision for loan losses of $1.4 million for the same period in 2017, an increase2020, a decrease of $34,000,$2.3 million, or 6.3%163.2%. The increasedecrease was primarily due todriven by a $111.9 million, or 16.4%, increasecontinued improvement in gross loans to $793.8 million at March 31, 2018 from $681.9 million at March 31, 2017.the economic environment. The allowancereversal of the provision for loan losses asof $884 thousand included a percentage$327 thousand reversal of gross loansprovision for uncollectible accrued interest receivable for the third quarter of 2021. In comparison, there was 1.22%no provision for uncollectible accrued interest receivable for the third quarter of 2020.
Comparison for the first nine months ended September 30, 2021 and 1.23% at March 31, 2018 and 2017, respectively.

2020

The Company recorded a reversal of its provision for loan losses of $1.4 million for the first nine months ended September 30, 2021, compared with a provision for loan losses of $4.1 million for the same period in 2020, a decrease of $5.5 million, or 133.3%. The decrease was driven by a continued improvement in the economic environment in the first nine months ended September 30, 2021. The reversal of the provision for loan losses of $1.4 million included a $178 thousand reversal of provision for uncollectible accrued interest receivable for the first nine months ended September 30, 2021. In comparison, there was no provision for uncollectible accrued interest receivable for the same period in 2020.

Noninterest Income

On January 1, 2018 the Company adopted ASC Topic 606, as revised under ASUs 2014-09, 2014-08 and 2016-20, and noninterest income disclosures for periods beginning after January 1, 2018 are presented under revised ASC Topic 606.  The adoption of this standard did not have a material impact on interest income.

While interest income remains the largest single component of total revenues, noninterest income is also an important component. A portion of our noninterest income is associated with SBA lending activity, consisting of gains on the sale of loans sold in the secondary market and servicing income from loans sold with servicing retained. The servicing assets that result from the sales of SBA loans with servicing retained are amortized over the expected term of the loans using a method approximating the interest method. Servicing income generally declines as the respective loans are repaid. Other sources of noninterest income include loan servicing fees, service charges and fees, and gains on the sale of securities.

Noninterest income for the three months ended March 31, 2018 was $2.21 million, a decrease

41

Table of $32,000, or 1.4%, compared to $2.24 million for the same period in 2017. The decrease was primarily attributable to decreased gains on sale of SBA loans, partially offset by increased service charges on deposit accounts. Gains on SBA loan sales were $989,000 for the three months ended March 31, 2018, a decrease of $204,000 from $1.2 million from the same period in 2017 as the volume of loan sales decreased to $13.4 million from $16.4 million in the same period in 2017. Service charges on deposit accounts increased $117,000 to $537,000 in the three months ended March 31, 2018 compared to $420,000 thousand in the same period in 2018, primarily due to increased activities on noninterest bearing deposit accounts.

Contents


The following table sets forth the various components of our noninterest income for the threethird quarter and first nine months ended March 31, 2018September 30, 2021 and 2017:

 

 

Three Months Ended March 31,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

Increase

(decrease)

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

$

537

 

 

$

420

 

 

$

117

 

Loan servicing fees, net of amortization

 

 

324

 

 

 

366

 

 

 

(42

)

Gain on sale of loans

 

 

989

 

 

 

1,193

 

 

 

(204

)

Other income and fees

 

 

362

 

 

 

265

 

 

 

97

 

Total noninterest income

 

$

2,212

 

 

$

2,244

 

 

$

(32

)

2020:

($ in thousands)Three Months Ended September 30,
20212020
Increase
(Decrease)
Noninterest income:   
Service charges on deposits$409 $334 $75 
Loan servicing fees, net of amortization59958316
Gain on sale of loans2,1881813375
Other income34629155
Total noninterest income$3,542 $3,021 $521 

Noninterest Expense

Noninterest expense

($ in thousands)Nine Months Ended September 30,
20212020
Increase
(Decrease)
Noninterest income:   
Service charges on deposits$1,157 $1,063 $94 
Loan servicing fees, net of amortization1,432 1,489 (57)
Gain on sale of loans5,280 3,904 1,376 
Other income859 923 (64)
Total noninterest income$8,728 $7,379 $1,349 
Comparison for the three months ended March 31, 2018 was $6.8Third Quarter of 2021 and 2020
Noninterest income for the third quarter of 2021 increased $521 thousand, or 17.2%, to $3.5 million compared to $6.4with $3.0 million for the same period in 2017,2020, primarily due to higher gains on sale of loans.
Gain on sale of loans was $2.2 million, an increase of $422,000, or 6.6%.$375 thousand from the same period in 2020. The increase was primarily attributabledriven by higher sales premiums on SBA loans. The Company sold $20.6 million in SBA loans at an average premium of 11.59%, compared with the sale of $24.0 million at an average premium of 9.66% for the same period in 2020.
Comparison for the first nine months ended September 30, 2021 and 2020
Noninterest income for the first nine months ended September 30, 2021 increased $1.3 million, or 18.3%, to increased salaries and employee benefits, occupancy expense, and our contribution$8.7 million compared with $7.4 million for the same period in 2020, primarily due to higher gains on sale of loans.
Gain on sale of loans was $5.3 million, an increase of $1.4 million from the Open Stewardship Foundation (“Foundation”).

same period in 2020. The increase was primarily due to higher sales premiums on SBA loans. The Company sold $53.6 million in SBA loans at an average premium of 11.12%, compared with the sale of $56.5 million at an average premium of 8.81% for the same period in 2020.

42

Noninterest Expense

The following table sets forth the major components of our noninterest expense for the threethird quarter and first nine months ended March 31, 2018September 30, 2021 and 2017:

2020:

 

Three Months Ended March 31,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

Increase

(decrease)

 

($ in thousands)($ in thousands)Three Months Ended September 30,
20212020
Increase
(Decrease)

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense:   

Salaries and employee benefits

 

$

4,211

 

 

$

4,024

 

 

$

187

 

Salaries and employee benefits$5,724 $5,086 $638 

Occupancy and equipment

 

 

1,026

 

 

 

963

 

 

 

63

 

Occupancy and equipment1,326 1,266 60 

Data processing and communication

 

 

331

 

 

 

331

 

 

 

-

 

Data processing and communication448 424 24 

Professional fees

 

 

152

 

 

 

141

 

 

 

11

 

Professional fees308 287 21 

FDIC insurance and regulatory assessments

 

 

96

 

 

 

100

 

 

 

(4

)

FDIC insurance and regulatory assessments146 112 34 

Promotion and advertising

 

 

145

 

 

 

146

 

 

 

(1

)

Promotion and advertising175 81 94 

Directors' fees and stock-based compensation

 

 

209

 

 

 

195

 

 

 

14

 

Directors' fees and stock-based compensation183 147 36 

Foundation donation and other contributions

 

 

329

 

 

 

215

 

 

 

114

 

Foundation donation and other contributions842 360 482 

Other expenses

 

 

312

 

 

 

274

 

 

 

38

 

Other expenses367 224 143 

Total noninterest expense

 

 

6,811

 

 

 

6,389

 

 

 

422

 

Total noninterest expense$9,519 $7,987 $1,532 

Salaries

($ in thousands)Nine Months Ended September 30,
20212020
Increase
(Decrease)
Noninterest expense:   
Salaries and employee benefits$15,693 $14,505 $1,188 
Occupancy and equipment3,795 3,737 58 
Data processing and communication1,363 1,247 116 
Professional fees925 836 89 
FDIC insurance and regulatory assessments401 334 67 
Promotion and advertising528 405 123 
Directors' fees and stock-based compensation427 603 (176)
Foundation donation and other contributions1,989 935 1,054 
Other expenses1,153 926 227 
Total noninterest expense$26,274 $23,528 $2,746 
Comparison for the Third Quarter of 2021 and employee benefits2020
Noninterest expense for the three months ended March 31, 2017 increased $187,000, or 4.6%, to $4.2third quarter of 2021 was $9.5 million from $4.0compared with $8.0 million for the same period in 2017. This2020, an increase of $1.5 million, or 19.2%. The increase was primarily attributable to higher salaries and employee benefits, and foundation and other contributions.
Salaries and employee benefits were $5.7 million, an increase of $638 thousand from the same period in 2020. The increase was primarily attributable to an increase in the number of employees to support continued growth annual salary adjustments,of the Company and increased benefit costs.higher SBA incentive expense, partially offset by lower incentive accruals. The average number of full-time equivalent employees was 136.5 and 129.6 in the three months ended March 31, 2018 and 2017, respectively.

Occupancy and equipment expense increased $63,000, or 6.5%, to $1.0 million184.7 for the three months ended March 31, 2018third quarter of 2021, compared to $963,000with 169.3 for the same period in 2017.2020.

Foundation donation and other contributions were $842 thousand, an increase of $482 thousand from the same period in 2020. The increase was primarily due to higher donation accruals for Open Stewardship Foundation as a result of higher net income compared with the commencementsame period in 2020.


43

Table of the leaseContents
Comparison for the Santa Clara office in mid-2017 which opened in April 2018,first nine months ended September 30, 2021 and the increased rental2020
Noninterest expense from the lease renewals of the Fashion District and Gardena Offices in 2017.

Our aggregate donations to the Foundation and other charitable and community contributions for the threefirst nine months ended March 31, 2018 were $329,000September 30, 2021 was $26.3 million compared to $215,000with $23.5 million for the same period in 2017,2020, an increase of $114,000,$2.7 million, or 53.0%11.7%. The increase was primarily attributable to higher salaries and employee benefits and foundation donation and other contributions.

Salaries and employee benefits were $15.7 million, an increase of $1.2 million from the same period in 2020. The increase was primarily attributable to higher SBA incentive expense, increases in the number of employees and annual merit, partially offset by higher deferred loan origination cost. The average number of full-time equivalent employees was 178.4 for the first nine months ended September 30, 2021, compared with 171.2 for the same period in 2020.
Foundation donation and other contributions were $2.0 million, an increase of $1.1 million from the same period in 2020, primarily due to increasedhigher donation accruals for theOpen Stewardship Foundation which is directly proportionate to the growth in our after tax income. On an annual basis, we donate 10%as a result of our consolidatedhigher net income after taxes tocompared with the Foundation.

same period in 2020.

Income Tax Expense

On December 22, 2017, H.R.1, commonly known as

Comparison for the Tax CutsThird Quarter of 2021 and Jobs Act (the “Tax Act”), was signed into law, which among other items reduced the federal corporate tax rate to 21% from 35%, effective January 1, 2018. U.S. generally accepted accounting principles required companies to re-measure certain tax-related assets and liabilities as of the date of enactment of the new legislation with resulting tax effects accounted for in the reporting period of enactment. The Company concluded that the enactment of the Tax Act caused its net deferred tax assets (“DTA”) to be re-measured at the new lower tax rate.  The Company performed an analysis and determined the value of the net DTA should be reduced by $1.3 million, which was recognized as a one-time, incremental income tax expense in the fourth quarter of 2017.

2020

Income tax expense was $1.2$3.2 million and $1.4$1.5 million for the three months ended March 31, 2018third quarter of 2021 and 2017,2020, respectively. The effective income tax rate was 26.7 percent and 39.1 percentdecreased to 28.2% for the threethird quarter of 2021 compared with 28.9% for the same period in 2020, primarily due to no tax provision related to restricted stock awards vested in the third quarter of 2021.
Comparison for the first nine months ended March 31, 2018September 30, 2021 and 2017,2020
Income tax expense was $8.1 million and $3.6 million for the first nine months ended September 30, 2021 and 2020, respectively. The significant decrease in the effective income tax rate wasincreased to 29.0% for the first nine months ended September 30, 2021 compared with 27.9% for the same period in 2020, primarily attributabledue to the enactment the Tax Act.


Financial Condition

Total assets increased $55.8 million, or 6.2%, to $956.8 million at March 31, 2018 compared to $901.0 million at December 31, 2017. This increase primarily resultedlower tax benefits resulting from an increasereduced number of $45.8 million, or 6.1%, in gross loans and an increaseexercises of $6.6 million in cash and cash equivalents. We funded our asset growth primarily with an increase of $45.0 million in deposits and a $22.6 million of net proceeds from our initial public offering on March 29, 2018,non-qualified stock options, partially offset by a decrease of $15.0 millionhigher tax provision related to restricted stock awards vested during the first nine months ended September 30, 2021 compared to the same period in FHLB advances.

2020.

FINANCIAL CONDITION
Investment portfolio

Portfolio

The securities portfolio is the second largest component of our interest earning assets, and the structure and composition of this portfolio is important to an analysis of our financial condition. The portfolio serves the following purposes: (i) it provides a source of pledged assets for securing certain deposits and borrowed funds, as may be required by law or by specific agreement with a depositor or lender; (ii) it provides liquidity to even out cash flows from the loan and deposit activities of customers; (iii) it can be used as an interest rate risk management tool, because it provides a large base of assets, the maturity and interest rate characteristics of which can be changed more readily than the loan portfolio to better match changes in the deposit base and our other funding sources; and (iv) it is an alternative interest-earning use of funds when loan demand is weak or when deposits grow more rapidly than loans.

We classify our securities as either available-for-saleAFS or held-to-maturity at the time of purchase. Accounting guidance requires available-for-saleAFS securities to be marked to fair value with an offset to accumulated other comprehensive income (loss), a component of shareholders’ equity. Monthly adjustments are made to reflect changes in the fair value of our available-for-saleAFS securities.

All of the securities in our investment portfolio were classified as available-for-sale at MarchAFS as of both September 30, 2021 and December 31, 2018.2020. There were no held-to-maturity securities in our investment portfolio at Marchas of both September 30, 2021 and December 31, 2018.2020. All available-for-saleAFS securities are carried at fair value. Securities available-for-salevalue and consist primarily of US government-sponsoredgovernment agencies or sponsored agency securities home mortgage-backed securitiesas of both September 30, 2021 and collateralized mortgage obligations.

December 31, 2020.

Securities available-for-sale decreased $4.6AFS increased $10.7 million, or 11.1%11.7%, to $36.9$102.5 million at March 31, 2018September 30, 2021 from $41.5$91.8 million at December 31, 2017,2020, primarily due to purchases of $36.3 million, partially offset by principal paydowns and maturity of $25.5 million for the paydowns on home mortgage-backed securities and collateralized mortgage obligations and the reclassification of CRA qualified mutual fund to other investments following the adoption of ASU 2016-01 effective January 2018.first nine months ended September 30, 2021. No issuer of the available-for-sale securities AFS, other than FNMAthe U.S. Government and FHLMC,its agencies, comprised more than ten percent10% of our shareholders’ equity as of March 31, 2018September 30, 2021 or December 31, 2017.

2020.

44

Table of Contents

The following table summarizes the fair value of the available-for-saleAFS securities portfolio as of the dates presented.

September 30, 2021 and December 31, 2020:

 

 

March 31, 2018

 

 

December 31, 2017

 

 

 

Amortized

 

 

Fair

 

 

Unrealized

 

 

Amortized

 

 

Fair

 

 

Unrealized

 

(Dollars in thousands)

 

Cost

 

 

Value

 

 

Gain/(Loss)

 

 

Cost

 

 

Value

 

 

Gain/(Loss)

 

Available for sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

6,990

 

 

$

6,868

 

 

$

(122

)

 

$

6,989

 

 

$

6,932

 

 

$

(57

)

Mortgage-backed securities: residential

 

 

13,379

 

 

 

12,988

 

 

 

(391

)

 

 

14,109

 

 

 

13,941

 

 

 

(168

)

Collateralized mortgage obligations

 

 

17,607

 

 

 

17,009

 

 

 

(598

)

 

 

18,459

 

 

 

18,113

 

 

 

(346

)

Other securities

 

 

 

 

 

 

 

 

 

 

 

2,518

 

 

 

2,486

 

 

 

(32

)

Total available for sale

 

$

37,976

 

 

$

36,865

 

 

$

(1,111

)

 

$

42,075

 

 

$

41,472

 

 

$

(603

)

($ in thousands)September 30, 2021December 31, 2020
Amortized
Cost
Fair
Value
Unrealized
Gain/(Loss)
Amortized
Cost
Fair
Value
Unrealized
Gain/(Loss)
Available-for-sale debt securities      
U.S. Government-sponsored agency securities$— $— $— $1,000 $1,005 $
U.S. Government agencies or sponsored agency securities:      
Residential mortgage-backed securities$27,094 $27,214 $120 $19,281 $19,704 $423 
 Residential collateralized mortgage obligations75,471 75,321 (150)70,318 71,082 764 
Total available-for-sale debt securities$102,565 $102,535 $(30)$90,599 $91,791 $1,192 

Certain

The Company’s AFS securities haveare carried at fair value with changes in fair values less than amortized cost and, therefore, contain unrealized losses. At March 31, 2018, we evaluated the securities which had an unrealized loss forreflected in Other comprehensive income (loss) unless a security is deemed to be other than temporary impairment (OTTI)(“OTTI”). Net unrealized losses on AFS securities were $30 thousand as of September 30, 2021, which declined from net unrealized gains of $1.2 million. Gross unrealized losses on AFS securities totaled $718 thousand as of September 30, 2021, compared with $57 thousand as of December 31, 2020. Of the securities with gross unrealized losses, all were U.S. government agencies or sponsored agency securities as of both September 30, 2021 and determined all decline in value to be temporary. We anticipate full recoveryDecember 31, 2020. As of amortized cost with respect to these securities by maturity, or sooner inSeptember 30, 2021, the event of a more favorable market interest rate environment. We do not intendCompany had no intention to sell these securities with unrealized losses and believed it iswas more-likely-than-not that it would not more likely than not that we will be required to sell themsuch securities before recovery of their amortized cost.
The Company assesses individual securities for OTTI for each reporting period. There were no OTTI credit losses recognized in earnings for the amortized cost basis, which may be at maturity.

third quarter and first nine months ended September 30, 2021 and 2020.


The following table sets forth certain information regarding contractual maturities and the weighted average yields of our investment securities as of the dates presented.September 30, 2021. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. We have no securities with contractual maturities due in one year or less as of March 31, 2018.

 

 

As of March 31, 2018

 

 

 

Due after One Year

 

 

Due after Five Years

 

 

 

 

 

 

Through Five Years

 

 

Through Ten Years

 

 

Due after Ten Years

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

Amortized

 

 

Average

 

 

Amortized

 

 

Average

 

 

Amortized

 

 

Average

 

(Dollars in thousands)

 

Cost

 

 

Yield

 

 

Cost

 

 

Yield

 

 

Cost

 

 

Yield

 

Available for sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

6,990

 

 

 

1.68

%

 

$

 

 

 

%

 

$

 

 

 

%

Mortgage-backed securities - residential

 

 

 

 

 

%

 

 

5,207

 

 

 

1.98

%

 

 

8,172

 

 

 

1.89

%

Collateralized mortgage obligations

 

 

 

 

 

%

 

 

 

 

 

%

 

 

17,607

 

 

 

2.03

%

Total available for sale

 

$

6,990

 

 

 

1.68

%

 

$

5,207

 

 

 

1.98

%

 

$

25,779

 

 

 

1.82

%

($ in thousands)September 30, 2021
Due in One Year
or Less
Due after One Year
Through Five Years
Due after Five Years
Through Ten Years
Due after Ten Years
Amortized
Cost
Weighted
Average
Yield
Amortized
Cost
Weighted
Average
Yield
Amortized
Cost
Weighted
Average
Yield
Amortized
Cost
Weighted
Average
Yield
Available-for-sale debt securities        
U.S. Government agencies or sponsored agency securities:        
Residential mortgage-backed securities$— — %$732 2.03 %$3,428 1.85 %$22,934 1.18 %
Residential collateralized mortgage obligations— — %— — %562 1.67 %74,909 1.06 %
Total available-for-sale debt securities$— — %$732 2.03 %$3,990 1.83 %$97,843 1.09 %

We have not used interest rate swaps or other derivative instruments to hedge fixed rate loans or securities to otherwise mitigate interest rate risk.


45

Table of Contents
Loans

Our loans represent the largest portion of our earning assets, substantially greater than the securities portfolio or any other asset category, and the quality and diversification of the loan portfolio is an important consideration when reviewing our financial condition.

At March 31, 2018, gross

Gross loans including net deferred costs totaled $793.8increased $132.1 million, or 12.0%, to $1.23 billion at September 30, 2021, compared to $748.0 millionwith $1.10 billion at December 31, 2017, an increase of $45.8 million, or 6.1%. The increase in our gross loans resulted from2020, primarily due to Hana loan purchase and organic growth in most ofcommercial real estate for the first nine months ended September 30, 2021. In response to the COVID-19 pandemic, the Company provided assistance to customers faced with financial difficulties by offering SBA PPP loans and also provided customers with payment relief through our loan categories.

deferment program. For more information, see MD&A — Overview – COVID-19 and Government Response in this report on Form 10-Q.


Loans Loan purchase: On May 24, 2021, the Company completed the purchase of the Hana’s loan portfolio and paid approximately $97.6 million that included loans of $100.0 million at a fair value discount of $8.9 million, servicing assets of $6.1 million and accrued interest receivable of $398 thousand. The following table summarizes the consideration paid for the loan portfolio and the amounts of assets purchased:
($ in thousands)
Consideration
Cash$97,631 
Recognized amounts of identifiable assets purchased:
Loans (1)
$100,003 
Loan discounts(8,867)
Accrued interest receivable398 
Servicing assets6,097 
Total recognized identifiable assets$97,631 
(1)Consists of $92.2 million of SBA loans, $6.9 million of PPP loans and $919 thousand of real estate loans.

The loan distribution table that follows sets forth our gross loans outstanding, and the percentage distribution in each category as of the dates indicated:

 

 

March 31, 2018

 

 

December 31, 2017

 

(Dollars in thousands)

 

Amount

 

 

% of Total

 

 

Amount

 

 

% of Total

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

455,663

 

 

 

57

%

 

$

420,760

 

 

 

56

%

SBA loan - real estate

 

 

103,390

 

 

 

13

%

 

 

106,924

 

 

 

14

%

Total real estate

 

 

559,053

 

 

 

70

%

 

 

527,684

 

 

 

70

%

SBA loan - non-real estate

 

 

10,101

 

 

 

1

%

 

 

8,635

 

 

 

1

%

Commercial and industrial

 

 

114,747

 

 

 

15

%

 

 

103,681

 

 

 

14

%

Home mortgage

 

 

106,188

 

 

 

13

%

 

 

104,068

 

 

 

14

%

Consumer

 

 

3,662

 

 

 

1

%

 

 

3,955

 

 

 

1

%

Gross loans

 

 

793,751

 

 

 

100

%

 

 

748,023

 

 

 

100

%

Allowance for loan losses

 

 

(9,716

)

 

 

 

 

 

 

(9,139

)

 

 

 

 

Net loans

 

$

784,035

 

 

 

 

 

 

$

738,884

 

 

 

 

 

September 30, 2021 and December 31, 2020:

($ in thousands)September 30, 2021December 31, 2020
Amount% of TotalAmount% of Total
Commercial real estate$688,430 56 %$651,684 59 %
SBA loan - real estate218,491 18 %136,224 12 %
SBA loan - non-real estate85,134 %75,151 %
Commercial and industrial123,422 10 %107,307 10 %
Home mortgage115,255 %128,212 12 %
Consumer1,089 %1,158 %
Gross loans1,231,821 100 %1,099,736 100 %
Allowance for loan losses(14,134) (15,352) 
Net loans (1)
$1,217,687  $1,084,384  

(1)Includes net deferred loan fees or costs, unamortized premiums and unaccreted discounts of $(9.6) million and $(5.9) million as of September 30, 2021 and December 31, 2020, respectively.
46


The following tables presents the maturity distribution of our loans as of March 31, 2018September 30, 2021 and December 31, 2017.2020. The table shows the distribution of such loans between those loans with predetermined (fixed) interest rates and those with variable (floating) interest rates.

 

As of March 31, 2018

 

 

 

 

 

 

 

 

 

 

Due after One Year

 

 

 

 

 

 

 

 

 

Due in One Year or Less

 

 

Through Five Years

 

 

Due after Five Years

 

 

 

 

 

 

 

 

 

 

Adjustable

 

 

 

 

 

 

Adjustable

 

 

 

 

 

 

Adjustable

 

 

 

 

 

(Dollars in thousands)

 

Fixed Rate

 

 

Rate

 

 

Fixed Rate

 

 

Rate

 

 

Fixed Rate

 

 

Rate

 

 

Total

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)($ in thousands)September 30, 2021
Due in One Year or LessDue after One Year
Through Five Years
Due after Five YearsTotal
Fixed RateAdjustable
Rate
Fixed RateAdjustable
Rate
Fixed RateAdjustable
Rate

Commercial real estate

 

$

25,358

 

 

$

48,475

 

 

$

187,024

 

 

$

88,936

 

 

$

44,699

 

 

$

61,171

 

 

$

455,663

 

Commercial real estate$41,756 $68,542 $300,429 $122,002 $123,868 $31,833 $688,430 

SBA loans - real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

103,390

 

 

 

103,390

 

SBA loans - real estate— — — 44 396 218,051 218,491 

Total real estate

 

 

25,358

 

 

 

48,475

 

 

 

187,024

 

 

 

88,936

 

 

 

44,699

 

 

 

164,561

 

 

 

559,053

 

SBA loan - non-real estate

 

 

 

 

 

 

 

 

 

 

 

759

 

 

 

 

 

 

9,342

 

 

 

10,101

 

SBA loan - non-real estate2,967 141 66,275 4,651 — 11,100 85,134 

Commercial and industrial

 

 

 

 

 

69,969

 

 

 

1,905

 

 

 

28,100

 

 

 

 

 

 

14,773

 

 

 

114,747

 

Commercial and industrial16,551 33,381 199 34,771 23,449 15,071 123,422 

Home mortgage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

106,188

 

 

 

 

 

 

106,188

 

Home mortgage— — — — 96,495 18,760 115,255 

Consumer

 

 

 

 

 

1,651

 

 

 

9

 

 

 

1,111

 

 

 

 

 

 

891

 

 

 

3,662

 

Consumer— 374 — 715 — — 1,089 

Gross loans

 

$

25,358

 

 

$

120,095

 

 

$

188,938

 

 

$

118,906

 

 

$

150,887

 

 

$

189,567

 

 

$

793,751

 

Gross loans$61,274 $102,438 $366,903 $162,183 $244,208 $294,815 $1,231,821 

 

As of December 31, 2017

 

 

 

 

 

 

 

 

 

 

Due after One Year

 

 

 

 

 

 

 

 

 

Due in One Year or Less

 

 

Through Five Years

 

 

Due after Five Years

 

 

 

 

 

 

 

 

 

 

Adjustable

 

 

 

 

 

 

Adjustable

 

 

 

 

 

 

Adjustable

 

 

 

 

 

(Dollars in thousands)

 

Fixed Rate

 

 

Rate

 

 

Fixed Rate

 

 

Rate

 

 

Fixed Rate

 

 

Rate

 

 

Total

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)($ in thousands)December 31, 2020
Due in One Year or LessDue after One Year
Through Five Years
Due after Five YearsTotal
Fixed RateAdjustable
Rate
Fixed RateAdjustable
Rate
Fixed RateAdjustable
Rate

Commercial real estate

 

$

24,364

 

 

$

38,629

 

 

$

171,457

 

 

$

88,328

 

 

$

39,120

 

 

$

58,862

 

 

$

420,760

 

Commercial real estate$58,101 $44,439 $293,045 $155,303 $74,302 $26,494 $651,684 

SBA loans - real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

106,924

 

 

 

106,924

 

SBA loans - real estate— — — — — 136,224 136,224 

Total real estate

 

 

24,364

 

 

 

38,629

 

 

 

171,457

 

 

 

88,328

 

 

 

39,120

 

 

 

165,786

 

 

 

527,684

 

SBA loan - non-real estate

 

 

 

 

 

 

 

 

 

 

 

764

 

 

 

 

 

 

7,871

 

 

 

8,635

 

SBA loan - non-real estate— 11 64,906 952 — 9,282 75,151 

Commercial and industrial

 

 

 

 

 

58,900

 

 

 

2,188

 

 

 

25,876

 

 

 

 

 

 

16,717

 

 

 

103,681

 

Commercial and industrial8,933 43,618 221 36,853 4,887 12,795 107,307 

Home mortgage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

104,068

 

 

 

 

 

 

104,068

 

Home mortgage— — — — 114,141 14,071 128,212 

Consumer

 

 

 

 

 

1,821

 

 

 

11

 

 

 

1,202

 

 

 

 

 

 

921

 

 

 

3,955

 

Consumer— 271 — 887 — — 1,158 

Gross loans

 

$

24,364

 

 

$

99,350

 

 

$

173,656

 

 

$

116,170

 

 

$

143,188

 

 

$

191,295

 

 

$

748,023

 

Gross loans$67,034 $88,339 $358,172 $193,995 $193,330 $198,866 $1,099,736 

Our loan portfolio is concentrated in commercial real estate, commercial (primarily manufacturing, wholesale, and services orientedservices-oriented entities), SBA loans (unguaranteed(primarily unguaranteed portion) with the remaining balance in home mortgage, and consumer loans. We do not have any material concentrations by industry or group of industries in the loan portfolio. However, 83.8%83.0% of our gross loans wasare secured by real property as of March 31, 2018,September 30, 2021, compared to 84.5%83.3% as of December 31, 2017.

2020.

Loans Commercial Real Estate: We have established concentration limits in the loan portfolio for commercial real estate loans, commercial and industrial loans, and unsecured lending, among others. All loan types are within established limits. We use underwriting guidelines to assess the borrowers’ historical cash flow to determine debt service, and we further stress test the debt service under higher interest rate scenarios. Financial and performance covenants are used in commercial lending agreements to allow us to react to a borrower’s deteriorating financial condition, should that occur.

Commercial real estate loans include owner-occupied and non-occupied commercial real estate. We originate both fixed and adjustable rateadjustable-rate loans. Adjustable rateAdjustable-rate loans are based on the Wall Street Journal prime rate. At March 31, 2018,As of September 30, 2021, approximately 56%67.7% of the commercial real estate portfolio consisted of fixed-rate loans. Our policy maximum loan-to-value, or LTV, is 70% for commercial real estate loans. At March 31, 2018,As of September 30, 2021, our average loan to valueloan-to-value for commercial real estate loans was approximately 54%53%. Our commercial real estate loan portfolio totaled $455.7$688.4 million at March 31, 2018as of September 30, 2021, compared to $420.8with $651.7 million atas of December 31, 2017.

2020.



47

Table of Contents
Loans SBA Loans: We are designated as an SBA Preferred Lender under the SBA Preferred Lender Program. We offer mostly SBA 7(a) variable-rate loans. We generally sell the 75% guaranteed portion of the SBA loans that we originate. Our SBA loans are typically made to small-sized manufacturing, wholesale, retail, hotel/motel, and service businesses for working capital needs or business expansions. SBA loans have maturities up to 25 years. Typically, non-real estate secured loans mature in less than 10 years. Collateral may also include


inventory, accounts receivable and equipment, and may include personal guarantees. Our unguaranteed SBA loans collateralized by real estate are monitored by collateral type and included in our CRE Concentration Guidance.

As of March 31, 2018,September 30, 2021, our SBA portfolio totaled $103.4$303.6 million, including $69.3 million of SBA PPP loans, compared to $106.9with $211.4 million, including $64.9 million of SBA PPP loans as of December 31, 2017.2020, an increase of $92.3 million, or 43.6%. The decreaseincrease was primarily due to slower originationthe Hana loan purchase. During the first nine months ended September 30, 2021, we originated $239.4 million of SBA loans, in the three months ended March 31, 2018. We originated $16.4including $88.1 million in the three months ended March 31, 2018of SBA PPP loans, compared to $23.0with $121.3 million, inincluding $66.3 million of SBA PPP loans during the same period in 2017.

2020. We sold $53.6 million and $56.5 million in SBA loans during the first nine months ended September 30, 2021 and 2020, respectively.

As of September 30, 2021 and December 31, 2020, loans held for sale totaled $94.5 million and $26.7 million, respectively, and consisted of SBA loans. At the time of commitment to originate or purchase a loan, a loan is determined to be held for investment if it is the Company’s intent to hold the loan to maturity or for the “foreseeable future,” subject to periodic reviews under the Company’s evaluation processes, including liquidity and credit risk management. If the Company subsequently changes its intent to hold certain loans, those loans are transferred from held for investment to held for sale at the lower of cost or fair value.
Loans Commercial and Industrial: Commercial and industrial loans totaled $114.7$123.4 million at March 31, 2018September 30, 2021, compared to $103.7with $107.3 million at December 31, 2017. The increase resulted primarily from organic loan growth.

2020.

Loans Home Mortgage: We originate mainly non-qualified alternative documentation single-family home mortgage loans (“home mortgage”) primarily through broker relationships, but also through our branch network. The loan product isWe offer a five-year or seven-year hybrid adjustable rate mortgage which reprices after five years to the one-year LIBOR plus certain spreads. We originate the non-qualified single-family homeadjustable-rate mortgage loans, which reprice annually after the initial fixed rate period. These loans are held by us for investment.
Home mortgage loans totaled $106.2$115.3 million at March 31, 2018September 30, 2021, compared to $104.1with $128.2 million at December 31, 2017, an increase2020, a decrease of $2.1$13.0 million, or 2.0%10.1%.

During the first nine months ended September 30, 2021, home mortgage loan origination of $38.3 million was more than offset by payoffs, paydowns and sales of $51.2 million. In comparison, home mortgage loan origination was $31.8 million, partially offset by payoffs, paydowns and sales of $26.9 million during the first nine months ended September 30, 2020.

Loan Servicing


As of March 31, 2018September 30, 2021 and December 31, 2017,2020, we serviced $306.1$646.6 million and $309.3$388.8 million, respectively, of SBA loans for others. ActivityActivities for loan servicing rights wasfor the third quarter and first nine months ended September 30, 2021 and 2020 were as follows:

 

Three Months Ended March 31,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

Increase

(decrease)

 

($ in thousands)($ in thousands)Three Months Ended September 30,Nine Months Ended September 30,
20212020
Increase
(decrease)
20212020
Increase
(decrease)

Beginning balance

 

$

6,771

 

 

$

6,783

 

 

$

(12

)

Beginning balance$12,903 $6,972 $5,931 $7,360 $7,024 $336 

Additions

 

 

378

 

 

 

479

 

 

 

(101

)

Additions from loans sold with servicing retainedAdditions from loans sold with servicing retained533 585 (52)1,380 1,354 26 
Additions from purchase of servicing rightsAdditions from purchase of servicing rights— — — 6,097 — 6,097 

Amortized to expense

 

 

(424

)

 

 

(379

)

 

 

(45

)

Amortized to expense(1,047)(335)(712)(2,448)(1,156)(1,292)

Ending balance

 

$

6,725

 

 

$

6,883

 

 

$

(158

)

Ending balance$12,389 $7,222 $5,167 $12,389 $7,222 $5,167 

Loan servicing rights are included in accrued interest receivable and other assets on our consolidated balance sheetsConsolidated Balance Sheets and reported net of amortization.

48

Table of Contents
Allowance for loan losses

The allowance for loan losses is an estimate of probable incurred losses in the loan portfolio. Loans are charged-off against the allowance when management believes a loan balance is uncollectible. Subsequent recoveries, if any, are credited to the allowance for loan losses. Management’s methodology for estimating the allowance balance consists of several key elements, which include specific allowances on individual impaired loans and the formula driven allowances on pools of loans with similar risk characteristics. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off.

The allowance for loan losses is determined on a quarterly basis and reflects management’s estimate of probable incurred credit losses inherent in the loan portfolio. We also rely on internal and external loan review procedures to further assess individual loans and loan pools, and economic data for overall industry and geographic trends. The computation includes elementselement of judgment and high levels of subjectivity.

A loan is considered impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans include loans on non-accrual status and performing restructured loans. Income from loans on non-accrual status is recognized to the extent cash is received and when the loan’s principal balance is deemed collectible. Depending on a particular loan’s circumstances, we measure impairment of a loan based upon either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral less estimated costs to sell if the loan is collateral dependent. A loan is considered collateral dependent when repayment of the loan is based solely on the liquidation of the collateral. Fair value, where possible, is determined by independent appraisals, typically on an annual basis. Between appraisal periods, the fair value may be adjusted based on specific events, such as if deterioration of quality of the collateral comes to our attention as part of our problem loan monitoring process, or if discussions with the borrower lead us to believe the last appraised value no longer reflects the actual market value for the collateral. The impairment amount on a collateral-dependent loan is charged-off to the allowance if deemed not collectible and the impairment amount on a loan that is not collateral-dependent is set up as a specific reserve.


In cases where a borrower experiences financial difficultiesdifficulty and we make certain concessionary modifications to contractual terms, the loan is classified as a troubled debt restructuring. These concessions may include a reduction of the interest rate, principal or accrued interest, extension of the maturity date or other actions intended to minimize potential losses. Loans restructured at a rate equal to or greater than that of a new loan with comparable risk at the time the loan is modified may be excluded from restructured loan disclosures in years subsequent to the restructuring if the loans are in compliance with their modified terms. A restructured loan is considered impaired despite its accrual status and a specific reserve is calculated based on the present value of expected cash flows discounted at the loan’s effective interest rate or the fair value of the collateral less estimated costs to sell if the loan is collateral dependent. Interest income on impaired loans is accrued as earned unless the loan is placed on non-accrual status.

The allowance

As of September 30, 2021, the allowances for loan losses was $9.7amounted to $14.1 million, at March 31, 2018or 1.15% of gross loans, compared to $9.1with $15.4 million, ator 1.40% of gross loans and $14.2 million, or 1.32% of gross loans as of December 31, 2017, an increase of $577,000, or 6.3%.2020 and September 30, 2020, respectively. The increase was primarilydecreases in both the first nine months ended September 30, 2021 and a year ago were largely due to the overall growtha continued improvement in the sizeeconomic environment. Excluding the impacts of ourthe purchased Hana loans, PPP loans and the allowance for uncollectible accrued interest receivable, adjusted allowance to gross loan portfolio, which grew $45.8 million, or 6.1%loans ratios were 1.34%, to $793.8 million at March 31, 2018 from $748.0 million at1.54%, and 1.40% as of September 30, 2021, December 31, 2017.

2020 and September 30, 2020, respectively. For details, refer to Item 2. MD&A – Reconciliation of GAAP to Non-GAAP Financial Measures in this report on Form 10-Q.

In determining the allowance and the related provision for loan losses, we consider threetwo principal elements: (i) valuation allowances based upon probable losses identified during the review of impaired commercial and industrial, commercial real estate, construction and land development loans,loans; and (ii) allocations, by loan classes, on loan portfolios based on historical loan loss experience and qualitative factors and (iii) review of the credit discounts in relationship to the valuation allowance calculated for purchased loans. Provisions for loan losses are charged to operations to record changes to the total allowance to a level deemed appropriate by us.

factors.

It is the policy of management to maintain the allowance for loan losses at a level adequate for risks inherent in the loan portfolio. The Federal Reserve Board and the California Department of Business Oversight also review the allowance for loan losses as an integral part of their examination process. Based on information currently available, management believes that our allowance for loan losses is adequate. However, the loan portfolio can be adversely affected if CaliforniaCalifornia’s economic conditions and the real estate market in our market area were to weaken. The effect of such events, although uncertain at this time, could result in an increase in the level of nonperforming loans and increased loan losses, which could adversely affect our future growth and profitability. No assurance of the ultimate level of credit losses can be given with any certainty.

49

Table of Contents
Analysis of the Allowance for Loan Losses.

Losses


The following tables present a summary of activities in the allowance for loan losses by portfolio segment, as of and for the third quarter and first nine months ended September 30, 2021 and 2020:
($ in thousands)As of and For the Three Months Ended September 30, 2021
20212020
Beginning
Balance
(Reversal
of)
Provision (1)
Net
(Charge-
Offs)
Recoveries
Ending
Balance
Beginning
Balance
(Reversal
of)
Provision (1)
Net
(Charge-
Offs)
Recoveries
Ending
Balance
Commercial real estate$8,456 $(241)$— $8,215 $7,145 $994 $— $8,139 
SBA loans - real estate1,997 99 — 2,096 1,346 412 — 1,758 
SBA loan - non-real estate228 (35)196 253 18 — 271 
Commercial and industrial2,286 (332)— 1,954 1,920 (5)— 1,915 
Home mortgage1,704 (46)— 1,658 2,074 (15)— 2,059 
Consumer16 (2)15 26 (5)22 
Total$14,687 $(557)$$14,134 $12,764 $1,399 $$14,164 
Gross loans (2)
   $1,231,821    $1,072,790 
Average gross loans (2)
   $1,229,140    $1,052,042 
Net (recoveries) charge-offs to average gross loans   (0.00 )%   (0.00 )%
Allowance for loans losses to gross loans   1.15 %   1.32 %
(1)Excludes (reversal of) provision for uncollectible accrued interest receivable of $(327) thousand for the third quarter of 2021. In comparison, there was no provision for uncollectible accrued interest receivable for the third quarter of 2020.
(2)Excludes loans held for sale.
($ in thousands)As of and For the Nine Months Ended September 30,
2021 2020
Beginning
Balance
(Reversal
of)
Provision (1)
Net
(Charge-
Offs)
Recoveries
Ending
Balance
Beginning
Balance
(Reversal
of)
Provision (1)
Net
(Charge-
Offs)
Recoveries
Ending
Balance
Commercial real estate$8,505 $(290)$— $8,215 $6,000 $2,139 $— $8,139 
SBA loans - real estate1,802 294 — 2,096 939 819 — 1,758 
SBA loan - non-real estate278 (58)(24)196 121 167 (17)271 
Commercial and industrial2,563 (609)— 1,954 1,289 626 — 1,915 
Home mortgage2,185 (527)— 1,658 1,667 392 — 2,059 
Consumer19 (8)15 34 (13)22 
Total$15,352 $(1,198)$(20)$14,134 $10,050 $4,130 $(16)$14,164 
Gross loans (2)
   $1,231,821    $1,072,790 
Average gross loans (2)
   $1,189,491   $1,026,935 
Net charge-offs (recoveries) to average gross loans   0.01 %   0.01 %
Allowance for loans losses to gross loans   1.15 %   1.32 %
(1)Excludes (reversal of) provision for uncollectible accrued interest receivable of $(178) thousand for the first nine months ended September 30, 2021. In comparison, there was no provision for uncollectible accrued interest receivable for the first nine months ended September 30, 2020.
(2)Excludes loans held for sale.
50

Table of Contents

The following table providespresents an analysisallocation of the allowance for loan losses provision for loan losses and net charge-offs, by category,portfolio as of September 30, 2021 and for the three months ended MarchDecember 31, 20182020:
($ in thousands)September 30, 2021December 31, 2020
Amount% of TotalAmount% of Total
Commercial real estate$8,215 58 %$8,505 55 %
SBA loan - real estate2,096 15 1,802 12 
SBA loan - non-real estate196 278 
Commercial and industrial1,954 14 2,563 17 
Home mortgage1,658 12 2,185 14 
Consumer15 19 
Gross loans$14,134 100 %$15,352 100 %
Nonperforming Assets
Nonperforming assets are comprised of nonaccrual loans, past due loans 90 days or more but still accruing, performing TDR loans, and 2017.

 

 

As of and For the Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

Net

 

 

ALLL

 

 

 

 

 

 

Net

 

 

ALLL

 

(Dollars in thousands)

 

Provision

 

 

Charge-offs

 

 

Balance

 

 

Provision

 

 

Charge-offs

 

 

Balance

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

411

 

 

$

 

 

$

5,212

 

 

$

2

 

 

$

 

 

$

4,219

 

SBA loans - real estate

 

 

(76

)

 

 

 

 

 

1,006

 

 

 

29

 

 

 

 

 

 

922

 

Total real estate

 

 

335

 

 

 

 

 

 

6,218

 

 

 

31

 

 

 

 

 

 

5,141

 

SBA loan - non-real estate

 

 

(40

)

 

 

(2

)

 

 

500

 

 

 

453

 

 

 

71

 

 

 

441

 

Commercial and industrial

 

 

316

 

 

 

 

 

 

1,581

 

 

 

(28

)

 

 

 

 

 

1,294

 

Home mortgage

 

 

(33

)

 

 

 

 

 

1,375

 

 

 

88

 

 

 

 

 

 

1,452

 

Consumer

 

 

(3

)

 

 

 

 

 

42

 

 

 

(3

)

 

 

 

 

 

52

 

Total

 

$

575

 

 

$

(2

)

 

$

9,716

 

 

$

541

 

 

$

71

 

 

$

8,380

 

Gross loans

 

 

 

 

 

 

 

 

 

$

793,751

 

 

 

 

 

 

 

 

 

 

$

681,937

 

Average gross loans

 

 

 

 

 

 

 

 

 

 

787,230

 

 

 

 

 

 

 

 

 

 

 

685,095

 

Net charge-offs to average gross loans

 

 

 

 

 

 

 

 

 

 

(0.00

) %

 

 

 

 

 

 

 

 

 

 

0.04

%

Allowance for loans losses to gross loans

 

 

 

 

 

 

 

 

 

 

1.22

%

 

 

 

 

 

 

 

 

 

 

1.23

%

(1)

Net charge-offs are loan charge-offs net of loan recoveries.

Non-performing Loans

OREO. Generally, loans are placed on nonaccrual status when they become 90 days past due or more. Loans are considered delinquentpast due when contractually required principal or interest payments have not been made on the due dates. Loans are past due 30 days or more. Delinquent loans may remainalso placed on accrualnonaccrual status between 30 dayswhen management believes, after considering economic and 90 days past due. Loans on whichbusiness conditions and collection efforts, that the accrualborrower’s financial condition is such that full collection of interest has been discontinued are designated as non-accrual loans. Typically, the accrual of interest on loans is discontinued when principal or interest payments arebecomes uncertain regardless of the length of past due 90 days or when, in the opinion of management, therestatus. Once a loan is a reasonable doubt as to collectability in the normal course of business. When


loans are placed on non-accrualnonaccrual status, interest accrual is discontinued, and all unpaid accrued interest previously accrued but not collectedis received is reversed against current period interest income. IncomeInterest payments received on non-accrualnonaccrual loans are reflected as a reduction of principal and not as interest income. A loan is subsequently recognized only to the extent that cash is received and the loan’s principal balance is deemed collectible. Loans are restoredreturned to accrual status when loans become well-secured and management believes full collectabilitythe borrower has demonstrated a satisfactory payment trend subject to management’s assessment of principal and interest is probable.

Realthe borrower’s ability to repay the loan.

Foreclosed assets, consisting of other real estate we acquireowned (“OREO”), are included in Other assets on the Consolidated Balance Sheet. The Company did not have any OREO property as a result of foreclosure or by deed-in-lieu of foreclosure is classified as OREO until sold, and is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. We had no OREO at March 31, 2018both September 30, 2021 and December 31, 2017.

Non-performing30, 2020.

Nonperforming loans include loans 90 days past due and still accruing, loans accounted for on a non-accrual basis and accruing restructuredperforming TDR loans. Non-performing assets consist of non-performing loans plus OREO.

Non-performingNonperforming loans were $592,000$1.1 million at March 31, 2018September 30, 2021, a decrease of $67 thousand, compared to $1.0 millionwith $985 thousand at December 31, 2017.2020.

Criticized loans decreased $5.7 million or 72.0% to $2.2 million as of September 30, 2021 from $7.9 million as of December 31, 2021. The decrease was primarily due to a decrease$3.9 million payoff in one C&I relationship, as well as improvement in the credit risk ratings of $445,000 in non-accrual loans as one non-accrual home mortgage loan with a $422,000 loan balance outstanding as of December 31, 2017, was paid off during the three months ended March 31, 2018.

Classified loans were $3.4 million at March 31, 2018, an increase of $1.3 million compared to $2.1 million at December 31, 2017. The increase in classified loans was primarily due to one lending relationship with a $1.4 million loan outstanding, which was downgraded to substandard.

SBA loans.


The following table sets forth the allocation of our non-performingpresents information regarding nonperforming assets among our different asset categories as of the dates indicated. Non-performing loans include non-accrual loans, loans past due 90 days or moreSeptember 30, 2021 and still accruing interest, and loans modified under troubled debt restructurings.

December 31, 2020:

(Dollars in thousands)

 

March 31, 2018

 

 

December 31, 2017

 

($ in thousands)($ in thousands)September 30, 2021December 31, 2020

Non-accrual loans

 

$

241

 

 

$

683

 

Non-accrual loans$1,052 $985 

Past due loans 90 days or more and still accruing

 

 

 

 

 

 

Past due loans 90 days or more and still accruing— — 

Accruing troubled debt restructured loans

 

 

351

 

 

 

354

 

Accruing troubled debt restructured loans— — 

Total non-performing loans

 

 

592

 

 

 

1,037

 

Total non-performing loans1,052 985 

Other real estate owned

 

 

 

 

 

 

Other real estate owned— — 

Total non-performing assets

 

$

592

 

 

$

1,037

 

Total non-performing assets$1,052 $985 

Non-performing loans to gross loans

 

 

0.07

%

 

 

0.14

%

Non-performing assets to total assets

 

 

0.07

%

 

 

0.14

%

Nonperforming loans to gross loansNonperforming loans to gross loans0.09 %0.09 %
Nonperforming assets to total assetsNonperforming assets to total assets0.06 %0.07 %

Allowance for loan losses to non-performing loans

 

 

1641

%

 

 

881

%

Allowance for loan losses to non-performing loans1,344 %1,558 %

51

Table of Contents
Deposits

We gather deposits primarily through our branch locations. We offer a variety of deposit products including demand deposits accounts, interest-bearing products, savings accounts, and certificate of deposits. We put continued effort into gatheringfocus our efforts to originate noninterest demand deposits accounts through marketing to our existing and new loan customers, customer referrals, and the involvement of our marketing staff andin various involvement with community networks.

Total deposits at March 31, 2018 were $818.3 million, representingreached $1.50 billion as of September 30, 2021, an increase of $45.0$296.3 million, or 5.8%, compared to $773.3 million at24.7% from $1.20 billion as of December 31, 2017. As of March 31, 2018, 35.3%2020, primarily driven by core broad-based growth in noninterest-bearing and time deposits. Noninterest-bearing deposits were $713.1 million or 47.6% of total deposits were comprisedas of noninterest-bearing demand accounts, 32.4%September 30, 2021, up from $522.8 million or 43.6% of interest-bearing transaction accounts and 32.2%total deposits as of time deposits.


The following table summarizes our average deposit balances and weighted average rates for the three months ended March 31, 2018 and December 31, 2017:

2020. The increase in noninterest-bearing deposits was primarily due to continued customer preferences for liquidity given the sustained economic uncertainty associated with the COVID-19, as well as continued addition of new customers.

 

 

March 31, 2018

 

 

December 31, 2017

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

Average

 

 

Average

 

 

Average

 

 

Average

 

(Dollars in thousands)

 

Balance

 

 

Rate

 

 

Balance

 

 

Rate

 

Noninterest-bearing demand

 

$

260,221

 

 

 

%

 

$

268,691

 

 

 

%

Interest-bearing:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW and Savings deposits

 

 

6,404

 

 

 

0.25

 

 

 

6,504

 

 

 

0.25

 

Money market

 

 

260,912

 

 

 

1.10

 

 

 

267,676

 

 

 

0.97

 

Time deposits ($250,000 or less)

 

 

131,397

 

 

 

1.38

 

 

 

118,021

 

 

 

1.25

 

Time deposits (more than $250,000)

 

 

112,200

 

 

 

1.36

 

 

 

102,313

 

 

 

1.22

 

Total interest-bearing

 

 

510,913

 

 

 

1.22

 

 

 

494,514

 

 

 

1.08

 

Total deposits

 

$

771,134

 

 

 

0.81

%

 

$

763,205

 

 

 

0.70

%


The following tables set forthpresents the maturity distribution of time deposits as of March 31, 2018September 30, 2021 and December 31, 2017:

2020:

 

As of March 31, 2018

 

 

Maturity Within:

 

($ in thousands)($ in thousands)September 30, 2021
Maturity Within:
Three
Months
Three to
Six Months
Six to 12
Months
After
12 Months
Total
Time deposits (more than $250,000)Time deposits (more than $250,000)$31,060 $100,973 $76,801 $257 $209,091 
Time deposits ($250,000 or less)Time deposits ($250,000 or less)96,369 35,657 83,478 7,484 222,988 
Total time depositsTotal time deposits$127,429 $136,630 $160,279 $7,741 $432,079 

 

Three

 

 

Three to

 

 

Six to 12

 

 

After

 

 

 

 

 

(Dollars in thousands)

 

Months

 

 

Six Months

 

 

Months

 

 

12 Months

 

 

Total

 

Time deposits ($250,000 or less)

 

$

46,178

 

 

$

39,175

 

 

$

45,233

 

 

$

8,625

 

 

$

139,211

 

Time deposits (greater than $250,000)

 

 

55,686

 

 

 

13,129

 

 

 

51,789

 

 

 

4,033

 

 

 

124,637

 

Total time deposits

 

$

101,864

 

 

$

52,304

 

 

$

97,022

 

 

$

12,658

 

 

$

263,848

 

 

As of December 31, 2017

 

 

Maturity Within:

 

($ in thousands)($ in thousands)December 31, 2020
Maturity Within:
Three
Months
Three to
Six Months
Six to 12
Months
After
12 Months
Total
Time deposits (more than $250,000)Time deposits (more than $250,000)$107,198 $25,498 $63,818 $3,696 $200,210 
Time deposits ($250,000 or less)Time deposits ($250,000 or less)33,474 28,020 80,308 7,001 148,803 
Total time depositsTotal time deposits$140,672 $53,518 $144,126 $10,697 $349,013 

 

Three

 

 

Three to

 

 

Six to 12

 

 

After

 

 

 

 

 

(Dollars in thousands)

 

Months

 

 

Six Months

 

 

Months

 

 

12 Months

 

 

Total

 

Time deposits ($250,000 or less)

 

$

49,491

 

 

$

28,128

 

 

$

37,414

 

 

$

8,748

 

 

$

123,781

 

Time deposits (greater than $250,000)

 

 

52,245

 

 

 

13,673

 

 

 

36,832

 

 

 

6,202

 

 

 

108,952

 

Total time deposits

 

$

101,736

 

 

$

41,801

 

 

$

74,246

 

 

$

14,950

 

 

$

232,733

 

Borrowed Funds

Other than deposits, we also utilizedutilize FHLB advances as a supplementary funding source to finance our operations. The advances from the FHLB are collateralized by residential and commercial real estate loans. At March 31, 2018As of September 30, 2021 and December 31, 2017,2020, we had maximum borrowing capacity from the FHLB of $302.8$396.2 million and $308.5$394.0 million, respectively. We had $10The Company did not have any FHLB borrowings as of September 30, 2021, compared with $5.0 million as of advances from FHLB at March 31, 2018, compared to $25 million at December 31, 2017.

2020, which had a zero interest rate under the Recovery Advance Program to support pandemic relief.

Liquidity

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

Our liquidity position is supported by management of liquid assets and access to alternative sources of funds. Our liquid assets include cash, interest-bearing deposits in correspondent banks, federal fundsFederal Funds sold, and fair value of unpledged investment securities. Other available sources of liquidity include wholesale deposits, and additional borrowings from correspondent banks, FHLB advances, and the Federal Reserve discount window.


52


Table of Contents
Our gross loan to deposit ratio was 82.3% as of September 30, 2021, compared with 91.6% as of December 31, 2020.
Our short-term and long-term liquidity requirements are primarily met through cash flow from operations, redeployment of prepaying and maturing balances in our loan and investment portfolios, and increases in customer deposits. Other alternative sources of funds will supplement these primary sources to the extent necessary to meet additional liquidity requirements on either a short-term or long-term basis.

As of March 31, 2018 and December 31, 2017,September 30, 2021, we had $9.5available borrowing capacity of $333.4 million ofwith the FHLB and $138.6 million with the FRB. Eligible loans defined in guidelines from the FHLB and FRB were pledged to the FHLB and FRB discount window as collateral. Our unsecured federal funds lines with no amounts advanced. In addition, on such dates we had lines of credit from the Federal Reserve discount window of $96.6 million and $92.8 million, respectively. The Federal Reserve discount window lines were collateralized by a pool of commercial real estate loans and commercial and industrial loans totaling $162.6 million and $156.2with correspondent, subject to availability, totaled $100.0 million as of March 31, 2018 and December 31, 2017, respectively. We did not have any borrowings outstanding with the Federal Reserve at March 31, 2018 or December 31, 2017, and our borrowing capacity is limited only by eligible collateral.

At March 31, 2018, we had a $10 million advance from the FHLB which had an overnight borrowing interest rate of 1.87%. We had a $25 million FHLB advance outstanding at December 31, 2017 which was an overnight borrowing at an interest rate of 1.41%. Based on the values of loans pledged as collateral, we had $166.2 million of additional borrowing availability with the FHLB as of March 31, 2018.September 30, 2021. We also maintain relationships in the capital markets with brokers to issue certificates of depositdeposits and money market accounts.

Capital Requirements

We are subject to various regulatory capital requirements administered by the federal and state banking regulators. Failure to meet regulatory capital requirements may result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for “prompt corrective action” (described below),action,” we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting policies. The capital amounts and classifications are subject to qualitative judgments by the federal banking regulators aboutregarding components, risk weightings and other factors. Qualitative measures established by regulation to ensure capital adequacy required us to maintain minimum amounts and ratiovarious ratios of CET1 capital, Tier 1 capital and total capital to risk-weighted assets and of Tier 1 capital to average consolidated assets, referred to as the “leverage ratio.”

In the wake of the global financial crisis of 2008 For further information, see “Supervision and 2009, the role of capital has become fundamentally more important, as banking regulators have concluded that the amount and quality of capital held by banking organizations was insufficient to absorb losses during periods of severely distressed economic conditions. The Dodd-Frank Act and new banking regulations promulgated by the U.S. federal banking regulators to implement the Basel III Capital Rules have established strengthened capital standards for banks and bank holding companies and require more capital to be heldRegulation in the form of common stock. These provisions, which generally became applicable to usour 2020 Annual Report on January 1, 2015, impose meaningfully more stringent regulatory capital requirements than those applicable to us prior to that date. In addition, the Basel III Capital Rules will implement a concept known as the “capital conservation buffer.” In general, banks and bank holding companies will be required to hold a buffer of common equity Tier 1 capital equal to 2.5% of risk-weighted assets over each minimum capital ratio to avoid being subject to limits on capital distributions (e.g., dividends, stock buybacks, etc.) and certain discretionary bonus payments to executive officers. For community banks, the capital conservation buffer requirement commenced on January 1, 2016, with a gradual phase-in. Full compliance with the capital conservation buffer will be required by January 1, 2019.

Form 10-K.


The table below also summarizes the capital requirements applicable to us and the Bank in order to be considered “well-capitalized” from a regulatory perspective, as well as our and the Bank’s capital ratios as of March 31, 2018September 30, 2021 and December 31, 2017. We and the2020. The Bank exceeded all regulatory capital requirements under the Basel III Capital Rules and were considered to be “well-capitalized” as of the datesSeptember 30, 2021 and December 31, 2020 reflected in the table below. As of March 31, 2018,September 30, 2021, the FDIC categorized us as well-capitalized under the prompt corrective action framework. There have been no conditions or events since March 31, 2018September 30, 2021 that management believes would change this classification.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Ratio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Requirements,

 

 

 

 

 

 

 

 

 

 

 

Regulatory

 

 

Minimum

 

 

including fully

 

 

 

 

 

 

 

 

 

 

 

Capital Ratio

 

 

To be Considered

 

 

phased in Capital

 

 

 

Actual

 

 

Requirements

 

 

"Well Capitalized"

 

 

Conservation Buffer

 

(Dollars in thousands)

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

As of March 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

$

127,461

 

 

 

16.17

%

 

$

63,057

 

 

 

8.00

%

 

N/A

 

 

N/A

 

 

$

82,762

 

 

 

10.50

%

Bank

 

 

127,394

 

 

 

16.16

%

 

 

63,051

 

 

 

8.00

%

 

 

78,814

 

 

 

10.00

%

 

 

82,755

 

 

 

10.50

%

Tier 1 capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

117,681

 

 

 

14.93

%

 

 

47,292

 

 

 

6.00

%

 

N/A

 

 

N/A

 

 

 

66,998

 

 

 

8.50

%

Bank

 

 

117,614

 

 

 

14.92

%

 

 

47,288

 

 

 

6.00

%

 

 

63,051

 

 

 

8.00

%

 

 

66,992

 

 

 

8.50

%

CET1 capital  (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

117,681

 

 

 

14.93

%

 

 

35,469

 

 

 

4.50

%

 

N/A

 

 

N/A

 

 

 

55,174

 

 

 

7.00

%

Bank

 

 

117,614

 

 

 

14.92

%

 

 

35,466

 

 

 

4.50

%

 

 

51,229

 

 

 

6.50

%

 

 

55,170

 

 

 

7.00

%

Tier 1 capital (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

117,681

 

 

 

13.09

%

 

 

35,962

 

 

 

4.00

%

 

N/A

 

 

N/A

 

 

 

35,962

 

 

 

4.00

%

Bank

 

 

117,614

 

 

 

13.09

%

 

 

35,950

 

 

 

4.00

%

 

 

44,938

 

 

 

5.00

%

 

 

35,950

 

 

 

4.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Ratio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Requirements,

 

 

 

 

 

 

 

 

 

 

 

Regulatory

 

 

Minimum

 

 

including fully

 

 

 

 

 

 

 

 

 

 

 

Capital Ratio

 

 

To be Considered

 

 

phased in Capital

 

 

 

Actual

 

 

Requirements

 

 

"Well Capitalized"

 

 

Conservation Buffer

 

(Dollars in thousands)

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

As of December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

$

100,713

 

 

 

13.49

%

 

$

59,729

 

 

 

8.00

%

 

N/A

 

 

N/A

 

 

$

78,394

 

 

 

10.50

%

Bank

 

 

100,648

 

 

 

13.48

%

 

 

59,726

 

 

 

8.00

%

 

 

74,658

 

 

 

10.00

%

 

 

78,391

 

 

 

10.50

%

Tier 1 capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

91,510

 

 

 

12.26

%

 

 

44,797

 

 

 

6.00

%

 

N/A

 

 

N/A

 

 

 

63,462

 

 

 

8.50

%

Bank

 

 

91,445

 

 

 

12.25

%

 

 

44,795

 

 

 

6.00

%

 

 

59,726

 

 

 

8.00

%

 

 

63,459

 

 

 

8.50

%

CET1 capital  (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

91,510

 

 

 

12.26

%

 

 

33,597

 

 

 

4.50

%

 

N/A

 

 

N/A

 

 

 

52,263

 

 

 

7.00

%

Bank

 

 

91,445

 

 

 

12.25

%

 

 

33,596

 

 

 

4.50

%

 

 

48,528

 

 

 

6.50

%

 

 

52,260

 

 

 

7.00

%

Tier 1 capital (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

91,510

 

 

 

10.46

%

 

 

35,009

 

 

 

4.00

%

 

N/A

 

 

N/A

 

 

 

35,009

 

 

 

4.00

%

Bank

 

 

91,445

 

 

 

10.45

%

 

 

35,007

 

 

 

4.00

%

 

 

43,759

 

 

 

5.00

%

 

 

35,007

 

 

 

4.00

%


53

Contractual Obligations


Table of Contents
($ in thousands)September 30, 2021
Actual (1)
Regulatory
Capital Ratio
Requirements
Minimum
To be Considered
"Well Capitalized"
Regulatory
Capital Ratio
Requirements,
including fully
phased in Capital
Conservation Buffer
AmountRatioAmountRatioAmountRatioAmountRatio
Total capital (to risk-weighted assets)        
Consolidated$172,873 13.81 %N/AN/AN/AN/AN/AN/A
Bank$170,171 13.60 %$100,135 8.00 %$125,169 10.00 %$131,427 10.50 %
Tier 1 capital (to risk-weighted assets)        
Consolidated$158,126 12.63 %N/AN/AN/AN/AN/AN/A
Bank$155,424 12.42 %$75,101 6.00 %$100,135 8.00 %$106,394 8.50 %
CET1 capital (to risk-weighted assets)        
Consolidated$158,126 12.63 %N/AN/AN/AN/AN/AN/A
Bank$155,424 12.42 %$56,326 4.50 %$81,360 6.50 %$87,618 7.00 %
Tier 1 leverage (to average assets)        
Consolidated$158,126 9.75 %N/AN/AN/AN/AN/AN/A
Bank$155,424 9.58 %$64,875 4.00 %$81,094 5.00 %$64,875 4.00 %

(1)The capital requirements are only applicable to the Bank, and the Company's ratios are included for comparison purpose.
($ in thousands)December 31, 2020
Actual (1)
Regulatory
Capital Ratio
Requirements
Minimum
To be Considered
"Well Capitalized"
Regulatory
Capital Ratio
Requirements,
including fully
phased in Capital
Conservation Buffer
AmountRatioAmountRatioAmountRatioAmountRatio
Total capital (to risk-weighted assets)        
Consolidated$155,287 14.81 %N/AN/AN/AN/AN/AN/A
Bank$152,232 14.52 %$83,859 8.00 %$104,824 10.00 %$110,065 10.50 %
Tier 1 capital (to risk-weighted assets)        
Consolidated$142,147 13.56 %N/AN/AN/AN/AN/AN/A
Bank$139,092 13.27 %$62,894 6.00 %$83,859 8.00 %$89,101 8.50 %
CET1 capital (to risk-weighted assets)        
Consolidated$142,147 13.56 %N/AN/AN/AN/AN/AN/A
Bank$139,092 13.27 %$47,171 4.50 %$68,136 6.50 %$73,377 7.00 %
Tier 1 leverage (to average assets)        
Consolidated$142,147 10.55 %N/AN/AN/AN/AN/AN/A
Bank$139,092 10.32 %$53,915 4.00 %$67,393 5.00 %$53,915 4.00 %

(1)The capital requirements are only applicable to the Bank, and the Company's ratios are included for comparison purpose.
54

Table of Contents
CONTRACTUAL OBLIGATIONS

The following tables contain supplemental information regarding our totalthe Company’s significant fixed and determinable contractual obligations, at March 31, 2018along with categories of payment dates as of September 30, 2021 and December 31, 2017:

2020:

 

Payments Due at March 31, 2018

 

 

Within

 

 

One to

 

 

Three to

 

 

After Five

 

 

 

 

 

(Dollars in thousands)

 

One Year

 

 

Three Years

 

 

Five Years

 

 

Years

 

 

Total

 

($ in thousands)($ in thousands)Payments Due at September 30, 2021
Within
One Year
One to
Three Years
Three to
Five Years
After Five
Years
Total

Deposits without a stated maturity

 

$

554,432

 

 

$

 

 

$

 

 

$

 

 

$

554,432

 

Deposits without a stated maturity$1,064,327 $— $— $— $1,064,327 

Time deposits

 

 

251,190

 

 

 

12,400

 

 

 

258

 

 

 

 

 

 

263,848

 

Time deposits424,338 6,483 1,258 — 432,079 

Operating lease commitments

 

 

1,662

 

 

 

3,542

 

 

 

3,646

 

 

 

3,354

 

 

 

12,204

 

Operating lease commitments2,154 4,016 817 4,638 11,625 

Advanced from FHLB

 

 

10,000

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

Commitments to fund investments for low-income housing partnershipsCommitments to fund investments for low-income housing partnerships1,954 2,648 233 185 5,020 

Total contractual obligations

 

$

817,284

 

 

$

15,942

 

 

$

3,904

 

 

$

3,354

 

 

$

840,484

 

Total contractual obligations$1,492,773 $13,147 $2,308 $4,823 $1,513,051��

 

Payments Due at December 31, 2017

 

 

Within

 

 

One to

 

 

Three to

 

 

After Five

 

 

 

 

 

(Dollars in thousands)

 

One Year

 

 

Three Years

 

 

Five Years

 

 

Years

 

 

Total

 

($ in thousands)($ in thousands)Payments Due at December 31, 2020
Within
One Year
One to
Three Years
Three to
Five Years
After Five
Years
Total

Deposits without a stated maturity

 

$

540,573

 

 

$

 

 

$

 

 

$

 

 

$

540,573

 

Deposits without a stated maturity$851,077 $— $— $— $851,077 

Time deposits

 

 

217,783

 

 

 

14,768

 

 

 

182

 

 

 

 

 

 

232,733

 

Time deposits338,316 9,578 522 597 349,013 

Operating lease commitments

 

 

1,630

 

 

 

3,251

 

 

 

3,378

 

 

 

3,763

 

 

 

12,022

 

Operating lease commitments2,047 3,844 2,376 956 9,223 

Advanced from FHLB

 

 

25,000

 

 

 

 

 

 

 

 

 

 

 

 

25,000

 

Advanced from FHLB5,000 — — — 5,000 
Commitments to fund investments for low-income housing partnershipsCommitments to fund investments for low-income housing partnerships1,042 1,036 29 47 2,154 

Total contractual obligations

 

$

784,986

 

 

$

18,019

 

 

$

3,560

 

 

$

3,763

 

 

$

810,328

 

Total contractual obligations$1,197,482 $14,458 $2,927 $1,600 $1,216,467 

We believe that we will be able to meet our contractual obligations as they come due through the maintenance of adequate cash levels. We expect to maintain adequate cash levels through profitability, loan and securities repayment and maturity activity and continued deposit gathering activities. We have in place various borrowing mechanisms for both short-term and long-term liquidity needs.

Off-Balance Sheet Arrangements

OFF-BALANCE SHEET ARRANGEMENT
We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in our consolidated balance sheet.Consolidated Balance Sheet. The contractual or notional amounts of those instruments reflect the extent of involvement we have in particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if we deem collateral is necessary upon extension of credit, is based on management’s credit evaluation of the counterparty.

Standby letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party. They are intended to be disbursed, subject to certain condition, upon request of the borrower.

55

Table of Contents

The following table summarized commitments as of the dates presented.

(Dollars in thousands)

 

March 31, 2018

 

 

December 31, 2017

 

Commitments to extend credit

 

$

54,539

 

 

$

62,356

 

Standby letters of credit

 

 

1,937

 

 

 

1,627

 

Total

 

$

56,476

 

 

$

63,983

 

($ in thousands)September 30, 2021December 31, 2020
Loan commitments$147,889 $75,740 
Standby letters of credits5,5149,212
Commercial letters of credit7571,552
Total undisbursed credit related commitments$154,160 $86,504 


RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
In addition to GAAP measures, management uses certain non-GAAP financial measures to provide supplemental information regarding the Company’s performance.
Pre-provision net revenue removes provision for loan losses and income tax expense. Management believes that this non-GAAP measure, when taken together with the corresponding GAAP financial measures (as applicable), provides meaningful supplemental information regarding our performance. This non-GAAP financial measure also facilitates a comparison of our performance to prior periods.
During the second quarter of 2021, the Company purchased 638 loans from Hana for a total purchase price of $97.6 million. The Company evaluated $100.0 million of the loans purchased in accordance with the provisions of ASC 310-20, Nonrefundable Fees and Other Costs, which were recorded with a $8.9 million discount. As a result, the fair value discount on these loans is being accreted into interest income over the expected life of the loans using the effective yield method. Adjusted loan yield and net interest margin for the three months ended September 30, 2021 excluded the impacts of contractual interest and discount accretion of the purchased loans as management does not consider purchasing loan portfolios to be normal or recurring transactions. Management believes that presenting the adjusted average loan yield and net interest margin provide comparability to prior periods and these non-GAAP financial measures provide supplemental information regarding the Company’s performance.

Adjusted allowance to gross loans ratio removes the impacts of purchased loans, PPP loans and allowance on accrued interest receivable. Management believes that this ratio provides greater consistency and comparability between the Company’s results and those of its peer banks.
($ in thousands)Three Months EndedNine Months Ended
September 30,
2021
September 30,
2020
September 30,
2021
September 30,
2020
Interest income$17,355 $13,016 $46,336 $40,281 
Interest expense766 1,597 2,406 7,098 
Net interest income16,589 11,419 43,930 33,183 
Noninterest income3,542 3,021 8,728 7,379 
Noninterest expense9,519 7,987 26,274 23,528 
Pre-provision net revenue(a)$10,612 $6,453 $26,384 $17,034 
Reconciliation to Net Income:     
(Reversal of) provision for loan losses(b)$(884)$1,399 $(1,376)$4,130 
Income tax expense(c)3,246 1,459 8,054 3,594 
Net Income(a) - (b) - (c)$8,250 $3,595 $19,706 $9,310 
56

Table of Contents
($ in thousands) Three Months EndedNine Months Ended
 September 30,
2021
September 30,
2020
September 30,
2021
September 30,
2020
Yield on Average Loans 
Interest income on loans $16,922 $12,581 $45,177 $38,823 
Less: interest income on purchased loans (2,057 )— (2,916 )— 
Adjusted interest income on loans(a)$14,865 $12,581 $42,261 $38,823 
      
Average loans $1,308,338 $1,062,175 $1,239,040 $1,035,169 
Less: Average purchased loans (85,710 )— (41,393 )— 
Adjusted average loans(b)$1,222,628 $1,062,175 $1,197,647 $1,035,169 
      
Average loan yield (1)
 5.13 %4.72 %4.87 %5.01 %
Effect on average loan yield (1)
 (0.30 )— %(0.15 )— %
Adjusted average loan yield (1)
(a)/(b)4.83 %4.72 %4.72 %5.01 %
      
Net Interest Margin     
Net interest income $16,589 $11,419 $43,930 $33,183 
Less: interest income on purchased loans (2,057)— (2,916)— 
Adjusted net interest income(c)$14,532 $11,419 $41,014 $33,183 
      
Average interest-earning assets $1,565,697 $1,240,871 $1,464,686 $1,192,654 
Less: Average purchased loans (85,710 )— (41,393 )— 
Adjusted average interest-earning assets(d)$1,479,987 $1,240,871 $1,423,293 $1,192,654 
      
Net interest margin (1)
 4.21 %3.66 %4.01 %3.71 %
Effect on net interest margin (1)
 (0.30 )— %(0.15 )— %
Adjusted net interest margin (1)
(c)/(d)3.91 %3.66 %3.86 %3.71 %
(1)Annualized.
57

Table of Contents
($ in thousands) As of
 September 30,
2021
December 31,
2020
September 30,
2020
Gross loans $1,231,821 $1,099,736 $1,072,790 
Less: Purchased loans (83,025)— — 
PPP loans (1)
 (64,574)(64,906)(64,634)
Adjusted gross loans(a)$1,084,222 $1,034,830 $1,008,156 
     
Accrued interest receivable on loans 3,659 3,729 4,689 
Less: Accrued interest receivable on purchased loans (375)— — 
Accrued interest receivable on PPP loans (2)
 (416)(445)(280)
Add: Allowance on accrued interest receivable 465 643 — 
Adjusted accrued interest receivable on loans(b)$3,333 $3,927 $4,409 
Adjusted gross loans and accrued interest receivable(a) + (b) = (c)$1,087,555 $1,038,757 $1,012,565 
     
Allowance for loan losses $14,134 $15,352 $14,164 
Add: Allowance on accrued interest receivable 465 643 — 
Adjusted Allowance(d)$14,599 $15,995 $14,164 
    
Adjusted allowance to gross loans ratio(d)/(c)1.34 %1.54 %1.40 %

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss due to changes in market values of assets and liabilities. We incur market risk in the normal course of business through exposures to market interest rates, equity prices, and credit spreads. We have identified interest rate risk as our primary source of market risk.

Interest Rate Risk

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

Our board’s asset liability committee, or ALM, establishes broad policy limits with respect to interest rate risk. Our management’s asset liability committee, or ALCO, establishes specific operating guidelines within the parameters of the policies set by the ALM. In general, we seek to minimize the impact of changing interest rates on net interest income and the economic values of assets and liabilities. Our ALCO monitors the level of interest rate risk sensitivity on a quarterly basis to ensure compliance with the ALM-approved risk limits. The policy requires a periodic review of all key assumptions used, such as identifying appropriate interest rate scenarios, setting loan prepayment rates based on historical analysis, and noninterest-bearing and interest-bearing deposit durations based on historical analysis.

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

58

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

Interest rate risk measurement is calculated and reported to the ALCO and ALM at least quarterly. The information reported includes period-end results and identifies any policy limits exceeded, along with an assessment of the policy limit breach and the action plan and timeline for resolution, mitigation, or assumption of the risk.

Evaluation of Interest Rate Risk

We use a net interest income simulation model to measure and evaluate potential changes in our net interest income. We run various hypothetical interest rate scenarios at least quarterly and compare these results against a scenario with no changes in interest rates. We use two approaches to model interest rate risk: Earnings at Risk, or EAR, and Economic Value of Equity, or EVE. Under EAR, net interest income is modeled utilizing various assumptions for assets and liabilities. EVE measures the period end market value of assets minus the market value of liabilities and the change in this value as rates change. EVE is a period end measurement.

Our simulation model incorporates various assumptions, which we believe are reasonable, but which may have a significant impact on results such as: (i) the timing of changes in interest rates; (ii) shifts or rotations in the yield curve; (iii) re-pricing characteristics for market-rate-sensitive instruments; (iv) varying loan prepayment speeds for different interest rate scenarios; and (v) the overall growth and mix of assets and liabilities. Because of limitations inherent in any approach used to measure interest rate risk, simulation results are not intended as a forecast of the actual effect of a change in market interest rates on our results but rather as a means to better plan and execute appropriate asset-liability management strategies and manage our interest rate risk.


Potential changes to our net interest income in hypothetical rising and declining rate scenarios calculated as of March 31, 2018September 30, 2021 and December 31, 20172020 are presented in the following table. The projections assume (i) immediate, parallel shifts downward of the yield curve of 100 basis points and (ii) immediate, parallel shifts upward of the yield curve of 100, 200, 300 and 400 basis points over 12 months. In the current interest rate environment, a downward shift of the yield curve of 200, 300 and 400 basis points does not provide


us with meaningful results. In a downward parallel shift of the yield curve, interest rate at the short-end of the yield curve are not modeled to decline any further than 0%.

 

Net Interest Income Sensitivity

 

 

Economic Value of Equity Sensitivity

 

Net Interest Income SensitivityEconomic Value of Equity Sensitivity

 

03/31/2018

 

 

12/31/2017

 

 

03/31/2018

 

 

12/31/2017

 

September 30, 2021December 31, 2020September 30, 2021December 31, 2020

+400 basis points

 

 

16.58

%

 

 

14.74

%

 

 

(1.63

) %

 

 

2.71

%

+400 basis points28.40 %30.27 %(1.15)%10.14 %

+300 basis points

 

 

13.42

%

 

 

12.11

%

 

 

0.35

%

 

 

4.45

%

+300 basis points22.48 %23.87 %5.42 %12.73 %

+200 basis points

 

 

9.54

%

 

 

8.73

%

 

 

1.33

%

 

 

5.00

%

+200 basis points15.82 %16.85 %9.16 %13.55 %

+100 basis points

 

 

5.23

%

 

 

4.89

%

 

 

2.29

%

 

 

5.28

%

+100 basis points8.42 %8.99 %8.44 %11.14 %

-100 basis points

 

 

(3.25

) %

 

 

(2.95

) %

 

 

(4.85

) %

 

 

(9.23

) %

-100 basis points(1.14)%— %(23.66)%(20.87)%

We are within board-established policy limits for the all rate scenarios. The EAR reported at March 31, 2018 projects that our earnings are expected to be sensitive to changes in interest rates over the next year. In recent periods, the amount








59

Table of fixed rate assets decreased resulting in a position shift to be slightly more asset sensitive.

Contents

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

The Company’s management, including our President and Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered in this report. Based on such evaluation, our President and Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective as of that date to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its President and Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


60


Table of Contents
PART II—OTHEROTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we are or may be involved in various legal or regulatory proceedings, claims, including claims related to, employment, wage-hour and labor law claims, lender liability claims, and consumer and privacy claims, some which may be styled as “class action” or representative cases. We evaluate all claims and lawsuits with respect to their potential merits, our potential defenses and counterclaims, settlement or litigation potential and the expected effect on us. The outcome of any claims or litigation, regardless of the merits, is inherently uncertain. We make a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The outcomes of our legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. The Company and Bank presently doesdo not have any adverse pending legal actions.

actions requiring disclosure.

Item 1A. Risk Factors

In addition to

A discussion of the other informationrisk factors affecting us is set forth in thisPart I, Item 1A. Risk Factors in our 2020 Annual Report you should carefully consideron Form 10-K. The discussion of risk factors provides a description of some of the important risk factors that could affect our actual results and could cause our results to vary materially from those expressed in public statements or documents. However, other factors discussedbesides those included in the “Risk Factors” sectiondiscussion of risk factors or discussed elsewhere in other of our registration statement on Form S-1reports filed with or furnished to the SEC on March 5, 2018 (333-223444) and declared effective by the SEC on March 27, 2018, which could materially affect our business financial condition and/or operating results. There were no material changes from riskThe readers should not consider any description of such factors previously disclosed in our registration statement on Form S-1. The risk factors identified are in addition to those contained in any other cautionary statements, written or oral, whichbe a complete set of all potential risks that we may be or otherwise addressed in connection with a forwardlooking statement or contained in any of our subsequent filings with the SEC.

face.

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

Unregistered Sales of Equity Securities

On January 18, 2018 and February 21, 2018, two25, 2019, the Company announced that the Board of our directors exercised 40,000Directors approved a stock options issued under our 2010 Plan at an exercise price of $2.85. The issuance ofrepurchase program that authorized the Company to repurchase up to 400,000 shares of its common stock was exempt from registration underin open market. During the Securities Act, in reliance upon Rule 701 promulgated under Section 3(b)first, second, and third quarter of 2019, the Securities Act as a transactions by an issuer pursuant to benefit plans and contracts relating to compensation as provided under Rule 701.

Use of Proceeds for Initial Public Offering of Common Stock

On March 27, 2018, our Registration Statement on Form S-1 (File No. 333-223444) was declared effective by the SEC for our initial public offering of  common stock, pursuant to which we soldCompany repurchased an aggregate of 2,300,000395,000 shares at an average price of $9.10 per share. The first stock repurchase program was terminated as of August 23, 2019.

On August 28, 2019, the Company’s Board of Directors approved another stock repurchase program that authorized the Company to repurchase up to 475,000 shares of ourits common stock. The Company completed the second stock repurchase program in February 2020 at an average price of $9.75 per share.
On February 28, 2020, the Company announced that the Board of Directors approved another stock repurchase program that authorized the Company to repurchase up to 500,000 shares of its common stock. The Company completed the third stock repurchase program in May 2020 at an average price of $7.77 per share.
On September 9, 2020, the Company announced a fourth stock repurchase program that authorizes the Company to repurchase up to 500,000 shares of its common stock. Through September 30, 2021, the Company has purchased a total of 201,516 shares of its common stock at a public offeringan average price of $11.00$6.77 per share, for aggregate net proceedsshare. There were no shares repurchased during the third quarter of approximately $22.6 million, after deducting underwriter discounts and commissions paid by us of approximately $1.7 million and other offering expenses of approximately $925,000. The offering commenced on March 27, 2018 and did not terminate before all of the shares in the initial public offering were registered in the registration statement were sold. There has been no material change in the planned use of proceeds from our initial public offering as described in our Prospectus.  Keefe, Bruyette & Woods, Inc., A Stifel Company, was the book-running manager and D.A. Davidson & Co. was the  co-manager for the initial public offering.

2021.

Item 3. Defaults Upon Senior Securities

Not Applicable

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None


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Table of Contents

Item 6. Exhibits

Exhibit

Number

Description

    3.1

Exhibit
Number

Description

3.1

    3.2

3.2

  31.1*

3.3
31.1

  31.2*

31.2

  32.1*

32.1

  32.2*

32.2

101.INS

101.INSXBRL Instance Document

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

101.SCH

101.SCHInline XBRL Taxonomy Extension Schema Document

101.CAL

101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

101.LABInline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*

Filed herewith.

+Filed herewith.


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Table of Contents
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.

Company Name

OP Bancorp

Date: May 15, 2018

November 8, 2021

By:

By:

/s/ Min J. Kim

Min J. Kim

President and Chief Executive Officer

Date: May 15, 2018

November 8, 2021

By:

By:

/s/ Christine Oh

Christine Oh

Chief Financial Officer

51

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