UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                    
Commission file number 0-30777
 
PACIFIC MERCANTILE BANCORP
(Exact name of Registrant as specified in its charter)
 
California
 
33-0898238
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
949 South Coast Drive, Suite 300, Costa Mesa, California
 
92626
(Address of principal executive offices)
 
(Zip Code)
(714) 438-2500
(Registrant’s telephone number, including area code)
 
 
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   x     No   ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   x     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
o
  
Accelerated filer
 
x
Non-accelerated filer
 
o
  
Smaller reporting company
 
x
 
 
 
 
Emerging growth company
 
o
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. o

1


Indicate by check mark whether the registrant is a shell company (as defined in Securities Exchange Act Rule 12b-2). Yes   ¨     No   x
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, without par value
"PMBC"
Nasdaq Global Select Market
As of May 1, 2019 , there were 22,017,758 shares of Common Stock outstanding.
 

2


PACIFIC MERCANTILE BANCORP
QUARTERLY REPORT ON FORM 10Q
FOR THE QUARTER ENDED MARCH 31, 2019
TABLE OF CONTENTS
 
 
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


3




PACIFIC MERCANTILE BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands)
(Unaudited)
 
March 31, 2019
 
December 31, 2018
ASSETS
 
 
 
Cash and due from banks
$
11,032

 
$
13,250

Interest bearing deposits with financial institutions
246,338

 
174,468

Cash and cash equivalents
257,370

 
187,718

Interest-bearing time deposits with financial institutions
2,420

 
2,420

Federal Reserve Bank of San Francisco and Federal Home Loan Bank Stock, at cost
8,822

 
8,822

Securities available for sale, at fair value
29,421

 
31,231

Loans (net of allowances of $11,514 and $13,506, respectively)
1,062,997

 
1,083,240

Other real estate owned

 
1,173

Accrued interest receivable
4,053

 
4,003

Premises and equipment, net
1,023

 
1,039

Net deferred tax assets
10,781

 
10,935

Other assets
21,753

 
18,757

Total assets
$
1,398,640

 
$
1,349,338

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Deposits:
 
 
 
Noninterest-bearing
$
364,083

 
$
340,406

Interest-bearing
817,267

 
795,596

Total deposits
1,181,350

 
1,136,002

Borrowings
40,000

 
40,000

Accrued interest payable
521

 
361

Other liabilities
16,626

 
14,074

Junior subordinated debentures
17,527

 
17,527

Total liabilities
1,256,024

 
1,207,964

Commitments and contingencies (Note 11)

 

Shareholders’ equity:
 
 
 
Preferred stock, no par value, 1,467,155 shares authorized:
 
 
 
Series A Non-Voting Preferred Stock, no par value, 1,467,155 shares authorized at March 31, 2019 and December 31, 2018; 1,467,155 shares issued and outstanding at March 31, 2019 and December 31, 2018
8,480

 
8,480

Common stock, no par value, 85,000,000 shares authorized; 22,017,758 and 21,916,195 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively
143,666

 
143,466

Accumulated deficit
(8,753
)
 
(9,428
)
Accumulated other comprehensive loss
(777
)
 
(1,144
)
Total shareholders’ equity
142,616

 
141,374

Total liabilities and shareholders’ equity
$
1,398,640

 
$
1,349,338

The accompanying notes are an integral part of these consolidated financial statements.

4


PACIFIC MERCANTILE BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except for per share data)
(Unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
Interest income:
 
 
 
Loans, including fees
$
14,520

 
$
14,045

Securities available for sale and stock
292

 
274

Interest-bearing deposits with financial institutions
1,355

 
696

Total interest income
16,167

 
15,015

Interest expense:
 
 
 
Deposits
3,624

 
2,478

Borrowings
492

 
352

Total interest expense
4,116

 
2,830

Net interest income
12,051

 
12,185

Provision for loan and lease losses
3,300

 

Net interest income after provision for loan and lease losses
8,751

 
12,185

Noninterest income
 
 
 
Service fees on deposits and other banking services
398

 
387

Net gain on sale of securities available for sale

 
48

Net gain on sale of Small Business Administration loans
300

 

Net loss on sale of other assets
(25
)
 
(4
)
Other noninterest income
817

 
624

Total noninterest income
1,490

 
1,055

Noninterest expense
 
 
 
Salaries and employee benefits
5,441

 
6,160

Occupancy
627

 
618

Equipment and depreciation
461

 
446

Data processing
518

 
392

FDIC expense
164

 
282

Other real estate owned expense, net
68

 

Professional fees
796

 
749

Business development
196

 
184

Loan related expense
186

 
170

Insurance
61

 
63

Other operating expense
465

 
469

Total noninterest expense
8,983

 
9,533

Income before income taxes
1,258

 
3,707

Income tax provision
376

 

Net income allocable to common shareholders
$
882

 
$
3,707

Basic income per common share:
 
 
 
Net income allocable to common shareholders
$
0.04

 
$
0.16

Diluted income per common share:
 
 
 
Net income allocable to common shareholders
$
0.04

 
$
0.16

Weighted average number of common shares outstanding:
 
 
 
Basic
21,824,363

 
23,156,055

Diluted
23,546,751

 
23,442,380

The accompanying notes are an integral part of these consolidated financial statements.

5


PACIFIC MERCANTILE BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in thousands)
(Unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
Net income
$
882

 
$
3,707

Other comprehensive income (loss), net of tax:
 
 
 
Change in unrealized holding gain (loss) on securities available for sale
367

 
(347
)
Less: Reclassification adjustment for change in accounting principle

 
(97
)
Less: Reclassification adjustment for net gains (losses) included in net income

 
48

Net unrealized holding gain (loss) on securities available for sale
367

 
(298
)
Total comprehensive income
$
1,249

 
$
3,409

The accompanying notes are an integral part of these consolidated financial statements.


6


PACIFIC MERCANTILE BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Shares and dollars in thousands)
(Unaudited)
For the Three Months Ended March 31, 2019 and 2018
   
Series A Non-Voting
Preferred stock
 
Common stock
 
Retained
earnings
(accumulated
deficit)
 
Accumulated
other
comprehensive
income (loss)
 
Total
Number
of shares
 
Amount
 
Number
of shares
 
Amount
 
Balance at December 31, 2018
1,467

 
$
8,480

 
21,916

 
$
143,466

 
$
(9,428
)
 
$
(1,144
)
 
$
141,374

Implementation of ASU 2016-02

 

 

 

 
(207
)
 

 
(207
)
Issuance of restricted stock, net

 

 
102

 

 

 

 

Common stock based compensation expense

 

 

 
200

 

 

 
200

Net income

 

 

 

 
882

 

 
882

Other comprehensive loss

 

 

 

 

 
367

 
367

Balance at March 31, 2019
1,467

 
$
8,480

 
22,018

 
$
143,666

 
$
(8,753
)
 
$
(777
)
 
$
142,616


   
Series A Non-Voting
Preferred stock
 
Common stock
 
Retained
earnings
(accumulated
deficit)
 
Accumulated
other
comprehensive
income (loss)
 
Total
Number
of shares
 
Amount
 
Number
of shares
 
Amount
 
Balance at December 31, 2017

 
$

 
23,233

 
$
150,689

 
$
(36,670
)
 
$
(1,143
)
 
$
112,876

Implementation of ASU 2016-01

 

 

 

 
(97
)
 

 
(97
)
Issuance of restricted stock, net

 

 
72

 

 

 

 

Common stock based compensation expense

 

 

 
179

 

 

 
179

Common stock options exercised

 

 
8

 
28

 

 

 
28

Net income

 

 

 

 
3,707

 

 
3,707

Other comprehensive income

 

 

 

 

 
(298
)
 
(298
)
Balance at March 31, 2018

 
$

 
23,313

 
$
150,896

 
$
(33,060
)
 
$
(1,441
)
 
$
116,395


The accompanying notes are an integral part of these consolidated financial statements.


7


PACIFIC MERCANTILE BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
Cash Flows From Operating Activities:
 
 
 
Net income
$
882

 
$
3,707

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
108

 
88

Provision for loan and lease losses
3,300

 

Amortization of premium on securities
38

 
49

Net (gain) loss on sale of securities available for sale

 
(48
)
Net amortization of deferred fees and unearned income on loans
124

 
(16
)
Net loss (gain) on sales of other real estate owned
66

 

Net loss on sale of other assets
25

 
4

Net gain on sale of small business administration loans
(300
)
 

Small business administration loan originations
(4,751
)
 

Proceeds from sale of small business administration loans
5,077

 

Stock-based compensation expense
200

 
179

Other

 
59

Changes in operating assets and liabilities:
 
 
 
Net (increase) decrease in accrued interest receivable
(50
)
 
57

Net decrease in other assets
8,015

 
1,195

Net decrease in income taxes receivable
177

 
4

Net increase in accrued interest payable
160

 
24

Net decrease in other liabilities
(8,273
)
 
(2,876
)
Net cash provided by operating activities
4,798

 
2,426

Cash Flows From Investing Activities:
 
 
 
Net decrease in interest-bearing time deposits with financial institutions

 
500

Maturities of and principal payments received on securities available for sale and other stock
2,293

 
1,596

Purchase of securities available for sale and other stock

 
(340
)
Proceeds from sale of securities available for sale and other stock

 
6,883

Purchase of other investments
(594
)
 
(89
)
Proceeds from sale of other real estate owned
1,107

 

Net decrease in loans
16,739

 
971

Purchases of premises and equipment
(68
)
 
(207
)
Proceeds from sale of other assets
29

 
32

Net cash provided by investing activities
19,506

 
9,346

Cash Flows From Financing Activities:
 
 
 
Net increase (decrease) in deposits
45,348

 
(25,365
)
Proceeds from borrowings
20,000

 
11,000

Payments of borrowings
(20,000
)
 
(11,000
)
Proceeds from exercise of common stock options

 
28

Net cash provided by (used in) financing activities
45,348

 
(25,337
)
Net increase (decrease) in cash and cash equivalents
69,652

 
(13,565
)
Cash and Cash Equivalents, beginning of period
187,718

 
198,208

Cash and Cash Equivalents, end of period
$
257,370

 
$
184,643

Supplementary Cash Flow Information:
 
 
 
Cash paid for interest on deposits and other borrowings
$
3,956

 
$
2,806

Cash paid for income taxes
$

 
$
1

Non-Cash Investing Activities:
 
 
 
Transfer of loans into other assets
$
58

 
$

Transfer of loans into other real estate owned
$

 
$
1,346

Impact of change in accounting principle
$

 
$
97

Assumption of debt upon foreclosure of property
$

 
$
727

Right-of-use assets obtained in exchange for new operating lease liabilities
$
10,618

 
$

  The accompanying notes are an integral part of these consolidated financial statements.

8



1. Nature of Business
Organization
Pacific Mercantile Bancorp (“PMBC”) is a bank holding company which, through its wholly owned subsidiary, Pacific Mercantile Bank (the “Bank”), is engaged in the commercial banking business in Southern California. PMBC is registered as a one bank holding company under the United States Bank Holding Company Act of 1956, as amended, and, as such, is regulated by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) and the Federal Reserve Bank of San Francisco (“FRBSF”) under delegated authority from the Federal Reserve Board. Substantially all of our operations are conducted and substantially all of our assets are owned by the Bank, which accounts for substantially all of our consolidated revenues, expenses, and income. The Bank provides a full range of banking services to small and medium-size businesses and professionals primarily in Orange, Los Angeles, San Bernardino and San Diego counties in Southern California and is subject to competition from, among other things, other banks and financial institutions and from financial services organizations conducting operations in those same markets. The Bank is chartered by the California Department of Business Oversight under the Division of Financial Institutions and is a member of the FRBSF. In addition, the deposit accounts of the Bank’s customers are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the maximum amount allowed by law. PM Asset Resolution, Inc. (“PMAR”) was a wholly owned subsidiary of PMBC, which existed for the purpose of purchasing certain non-performing loans and other real estate from the Bank and thereafter collecting on or disposing of those assets. PMAR was dissolved and all remaining capital was returned to PMBC during the third quarter of 2018.
PMBC, the Bank and PMAR are sometimes referred to, together, on a consolidated basis, in this report as the “Company” or as “we”, “us” or “our”.

2. Significant Accounting Policies
Except as discussed below, our accounting policies are described in Note 2, Significant Accounting Policies of our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 (“Form 10-K”).
Interim Consolidated Financial Statements Basis of Presentation
Our interim consolidated financial statements are prepared in accordance with generally accepted accounting principles in effect in the United States (“GAAP”) for interim financial information pursuant to rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), including instructions to Form 10-Q and Article 10 of Regulation S-X, on a basis consistent with prior periods. Our financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of the results for the interim periods presented. The interim results are not necessarily indicative of operating results for the full year. The interim information should be read in conjunction with our audited consolidated financial statements in our Form 10-K.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires us to make certain estimates and assumptions that could affect the reported amounts of certain of our assets, liabilities, and contingencies at the date of the financial statements and the reported amounts of our revenues and expenses during the reporting periods. For the fiscal periods covered by this report, those estimates related primarily to our determinations of the allowance for loan and lease losses (“ALLL”), the fair values of securities available for sale, and the determination of the valuation allowance pertaining to deferred tax assets. If circumstances or financial trends on which those estimates were based were to change in the future or there were to occur any currently unanticipated events affecting the amounts of those estimates, our future financial position or results of operations could differ, possibly materially, from those expected at the current time.
Principles of Consolidation
Our consolidated financial statements for the three months ended March 31, 2019 and 2018 include the accounts of PMBC, the Bank and PMAR. All significant intercompany balances and transactions were eliminated in consolidation.  
Recent Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842),” which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability measured on a discounted basis and a right-of-use asset a specified asset for the lease term. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease

9


liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. Under the new guidance, lessor accounting is largely unchanged and the accounting for sale and leaseback transactions were simplified. We elected most of the new standard’s available transition practical expedients. The new standard had a material effect on our financial statements. While we continue to assess all of the effects of adoption, we currently believe the most significant effects relate to (1) the recognition of new ROU assets and lease liabilities on our balance sheet for our office and equipment operating leases; and (2) providing significant new disclosures about our leasing activities. The new standard also provides practical expedients for an entity’s ongoing accounting. We have elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we did not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” which provides an additional transition method upon adoption of ASU 2016-02. The guidance allows an entity to apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to beginning retained earnings in the period of adoption. In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842): Codification Improvements,” which provides additional guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers, requires lessors that are banking institutions to present all "principal payments received under leases" within investing activities, and exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. On adoption of these accounting standards, we recognized additional operating liabilities of $11.1 million , with corresponding ROU assets of the same or less amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. We recorded a $207 thousand adjustment to our beginning retained earnings. This guidance is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. We adopted this guidance on January 1, 2019.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires the measurement of all expected credit losses for financial assets held at the reporting date, based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions will now use forward-looking information to better inform their credit loss estimates. Additionally, the ASU amends the accounting guidance for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. This guidance is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted for interim and annual periods beginning after December 15, 2018. We will adopt this guidance on January 1, 2020 and expect that it will have a material impact on the determination of our ALLL. We are unable to estimate the expected impact to the ALLL upon adoption due to various factors, primarily the fine tuning of our qualitative assumptions used within our preliminary model, uncertainty regarding economic conditions and the size and mix of our loan portfolio at the time of adoption, which could impact our historical loss factors. We are currently working with our existing ALLL software provider on further developing the model to perform the ALLL calculations upon adoption and we believe that we currently have in place the internal team capable of handling this implementation.
In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement,” which amends the disclosure requirements related to fair value. The guidance removes disclosure related to transfers between Level 1 and Level 2 of the fair value hierarchy, the timing of these transfers and the valuation processes for Level 3 fair value measurements. Additional disclosures required as a result of adoption of this ASU will include the change in Level 3 unrealized gains and losses included in other comprehensive income and the range and weighted average of significant observable inputs used to develop Level 3 fair value measurements. This guidance is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosure requirements until their effective date. We are currently evaluating this guidance to determine the date of adoption and impact on the Company.


10


3. Fair Value Measurements
Under FASB Accounting Standards Codification (“ASC”) 820-10, we group assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
Level 1
Valuation is based upon quoted prices for identical instruments traded in active markets.
 
 
Level 2
Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
 
 
Level 3
Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
Risks with Fair Value Measurements
Fair value estimates are made at a discrete point in time based on relevant market information and other information about the financial instruments. Because no active market exists for a significant portion of our financial instruments, fair value estimates are based in large part on judgments we make primarily regarding current economic conditions, risk characteristics of various financial instruments, prepayment rates, and future expected loss experience. These estimates are subjective in nature and invariably involve some inherent uncertainties. Additionally, the occurrence of unexpected events or changes in circumstances can occur that could require us to make changes to our assumptions and which, in turn, could significantly affect and require us to make changes to our previous estimates of fair value.
In addition, the fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of existing and anticipated future customer relationships and the value of assets and liabilities that are not considered financial instruments, such as premises and equipment and other real estate owned (“OREO”).
Measurement Methodology
Cash and Cash Equivalents. The fair value of cash and cash equivalents approximates its carrying value.
Interest-Bearing Deposits with Financial Institutions. The fair values of interest-bearing deposits maturing within one year approximate their carrying values.
FHLB and FRBSF Stock. The Bank is a member of the Federal Home Loan Bank of San Francisco (“FHLB”) and the FRBSF. As members, we are required to own stock of the FHLB and the FRBSF, the amount of which is based primarily on the level of our borrowings from those institutions. We also have the right to acquire additional shares of stock in either or both of the FHLB and the FRBSF. During the three months ended March 31, 2019 , we purchased no FHLB or FRBSF stock. No shares of FHLB stock or FRBSF stock were called during the three months ended March 31, 2019 . The fair values of the FHLB and FRBSF stock are equal to their respective carrying amounts, are classified as restricted securities and are periodically evaluated for impairment based on our assessment of the ultimate recoverability of our investments in that stock. Any cash or stock dividends paid to us on such stock are reported as income.
Investment Securities Available for Sale. Fair value measurement for our investment securities available for sale is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 investment securities include those traded on an active exchange, such as the New York Stock Exchange, and U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets. Level 2 investment securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.
Equity Investments Without Readily Determinable Fair Value . Equity investments without readily determinable fair value are accounted for under the measurement alternative method of accounting. These investments are measured at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Any cash or stock dividends paid to us on such investments are reported as noninterest income.
Impaired Loans . Loans measured for impairment are measured at an observable market price (if available), or the fair value of the loan’s collateral (if the loan is collateral dependent). The fair value of an impaired loan may be estimated using one of several methods, including collateral value, market value of similar debt, liquidation value and discounted cash flows. Those

11


impaired loans not requiring a specific loan loss reserve represent loans for which the fair value of the expected repayments or collateral exceeds the recorded investments in such loans. When the fair value of the collateral is based on an observable market price or a current appraised value, we record the impaired loan at Level 2. When an appraised value is not available or we determine that the fair value of the collateral is further impaired below the appraised value and there is no observable market price, we record the impaired loan at Level 3.
Loans . The fair value for loans with variable interest rates less a credit discount is the carrying amount. The fair value of fixed rate loans is derived by calculating the present value of expected future cash flows discounted at the loan’s original interest rate by the various homogeneous categories of loans. All loans have been adjusted to reflect changes in credit risk and represent the exit price of the loans. Changes are not recorded directly as an adjustment to current earnings or comprehensive income, but rather as an adjustment component in determining the overall adequacy of the loan loss reserve.
Other Real Estate Owned. OREO is reported at its net realizable value (fair value less estimated costs to sell) at the time any real estate collateral is acquired by the Bank in satisfaction of a loan. Subsequently, OREO is carried at the lower of carrying value or fair value less estimated costs to sell. Fair value is determined based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, we record the foreclosed asset at Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, we record the foreclosed asset at Level 3.
Other Foreclosed Assets. Other foreclosed assets are reported at their net realizable value (fair value less estimated costs to sell) at the time any collateral other than real estate is acquired by the Bank in satisfaction of a loan. Subsequently, other foreclosed assets are carried at the lower of carrying value or fair value less estimated costs to sell. Fair value is determined based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, we record the foreclosed asset at Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, we record the foreclosed asset at Level 3.

Deposits. Deposits are carried at historical cost. The carrying amounts of deposits from savings and money market accounts are deemed to approximate fair value as they either have no stated maturities or short-term maturities. Certificates of deposit are estimated utilizing discounted cash flow techniques. The interest rates applied are rates currently being offered for similar certificates of deposit.
Borrowings. The fair value of borrowings is the carrying amount for those borrowings that mature on a daily basis. The fair value of term borrowings is derived by calculating the discounted value of future cash flows expected to be paid out by the Company. We classify our borrowings in Level 2 of the fair value hierarchy.
Junior Subordinated Debentures. The fair value of the junior subordinated debentures is based on quoted market prices of the underlying securities. These securities are variable rate in nature and repriced quarterly. We classify our junior subordinated debentures in Level 2 of the fair value hierarchy.
Commitments to Extend Credit and Standby Letters of Credit. The fair value of commitments to extend credit and standby letters of credit 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.
Interest Receivable and Interest Payable. The carrying amounts of our accrued interest receivable and accrued interest payable are deemed to approximate fair value.
Assets Recorded at Fair Value on a Recurring Basis
The following tables show the recorded amounts of assets and liabilities measured at fair value on a recurring basis at March 31, 2019 and December 31, 2018 :

12


 
At March 31, 2019
(Dollars in thousands)
Total
 
Level 1
 
Level 2
 
Level 3
Assets at Fair Value:
 
 
 
 
 
 
 
Debt securities available for sale
 
 
 
 
 
 
 
U.S. Treasury securities
$
1,990

 
$

 
$
1,990

 
$

Commercial mortgage backed securities issued by U.S. Agencies
4,544

 

 
4,544

 

Residential mortgage backed securities issued by U.S. agencies
22,887

 

 
22,887

 

Total debt securities available for sale at fair value
$
29,421

 
$

 
$
29,421

 
$

 
 
At December 31, 2018
(Dollars in thousands)
Total
 
Level 1
 
Level 2
 
Level 3
Assets at Fair Value:
 
 
 
 
 
 
 
Debt securities available for sale
 
 
 
 
 
 
 
U.S. Treasury securities
$
2,980

 
$

 
$
2,980

 
$

Commercial mortgage backed securities issued by U.S. Agencies
4,534

 

 
4,534

 

Residential mortgage backed securities issued by U.S. agencies
23,717

 

 
23,717

 

Total debt securities available for sale
31,231

 

 
31,231

 

Assets Recorded at Fair Value on a Nonrecurring Basis
We may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These nonrecurring fair value adjustments typically involve application of the lower of cost or market accounting or write-downs of individual assets. Information regarding assets measured at fair value on a nonrecurring basis is set forth in the table below.
 
At March 31, 2019
 
At December 31, 2018
(Dollars in thousands)
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets at Fair Value:
 
 
 
Impaired loans
$
1,321

 
$

 
$

 
$
1,321

 
$
4,226

 
$

 
$

 
$
4,226

Other foreclosed assets
96

 

 
96

 

 
91

 

 
91

 

Other real estate owned

 

 

 

 
1,173

 

 
1,173

 

Total
$
1,417

 
$

 
$
96

 
$
1,321

 
$
5,490

 
$

 
$
1,264

 
$
4,226

 
Significant Unobservable Inputs and Valuation Techniques of Level 3 Fair Value Measurements
For our fair value measurements classified in Level 3 of the fair value hierarchy as of March 31, 2019 , a summary of the significant unobservable inputs and valuation techniques is as follows:
 
Fair Value Measurement as of March 31, 2019
 
Valuation Techniques (2)
 
Unobservable Inputs (2)
 
Range
 
Weighted Average
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
Impaired loans
$
1,321

 
Third-Party Pricing
 
Discounted cash flow
 
N/A (1)
 
N/A (1)
 
(1)
As part of our process, we obtain appraisals for our various properties included within impaired loans which primarily rely upon market comparisons. These market comparisons support our assumption that the carrying value of the respective loans either requires or does not require additional impairment.
(2)
As of March 31, 2019 , there has been no change to our valuation techniques or the types of unobservable inputs used in the calculation of fair value from December 31, 2018.

13


Fair Value Measurements for Other Financial Instruments
The table below provides estimated fair values and related carrying amounts of our financial instruments as of March 31, 2019 and December 31, 2018 , excluding financial assets and liabilities which are recorded at fair value on a recurring basis.
 
Estimated Fair Value
At March 31, 2019
 
At December 31, 2018
Carrying Value
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Carrying Value
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(Dollars in thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
257,370

 
$
257,370

 
$
257,370

 
$

 
$

 
$
187,718

 
$
187,718

 
187,718

 

 

Interest-bearing deposits with financial institutions
2,420

 
2,420

 
2,420

 

 

 
2,420

 
2,420

 
2,420

 

 

Federal Reserve Bank of San Francisco and Federal Home Loan Bank stock
8,822

 
8,822

 
8,822

 

 

 
8,822

 
8,822

 
8,822

 

 

Loans, net
1,062,997

 
1,047,449

 

 

 
1,047,449

 
1,083,240

 
1,066,147

 

 

 
1,066,147

Accrued interest receivable
4,053

 
4,053

 
4,053

 

 

 
4,003

 
4,003

 
4,003

 

 

Financial liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest bearing deposits
364,083

 
364,083

 
364,083

 

 

 
340,406

 
340,406

 
340,406

 

 

Interest-bearing deposits
817,267

 
816,899

 

 
816,899

 

 
795,596

 
794,321

 

 
794,321

 

Borrowings
40,000

 
40,003

 

 
40,003

 

 
40,000

 
39,976

 

 
39,976

 

Junior subordinated debentures
17,527

 
17,527

 

 
17,527

 

 
17,527

 
17,527

 

 
17,527

 

Accrued interest payable
521

 
521

 
521

 

 

 
361

 
361

 
361

 

 


4. Investments
Securities Available For Sale, at Fair Value
The following table sets forth the major components of securities available for sale and compares the amortized costs and estimated fair market values of, and the gross unrealized gains and losses on, these securities at March 31, 2019 and December 31, 2018 :
(Dollars in thousands)
March 31, 2019
 
December 31, 2018
Amortized
Cost
 
Gross Unrealized
 
Estimated
Fair Value
 
Amortized
Cost
 
Gross Unrealized
 
Estimated
Fair Value
Gain
 
Loss
 
Gain
 
Loss
 
Securities Available for Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
$
1,999

 
$

 
$
(9
)
 
$
1,990

 
$
2,999

 
$

 
$
(19
)
 
$
2,980

Commercial mortgage backed securities issued by U.S. Agencies (1)
4,465

 
79

 

 
4,544

 
4,495

 
40

 
(1
)
 
4,534

Residential mortgage backed securities issued by U.S. Agencies (2)
23,437

 
2

 
(552
)
 
22,887

 
24,739

 
1

 
(1,023
)
 
23,717

Total
$
29,901

 
$
81

 
$
(561
)
 
$
29,421

 
$
32,233

 
$
41

 
$
(1,043
)
 
$
31,231

 
 
(1)
Secured by first liens on commercial apartment building mortgages.
(2)
Secured by closed-end first liens on 1-4 family residential mortgages.

At March 31, 2019 and December 31, 2018 , U.S. agency residential mortgage backed securities with an aggregate fair market value of $12.8 million and $18.2 million , respectively, were pledged to secure repurchase agreements, local agency deposits and treasury, tax and loan accounts.
The amortized cost and estimated fair values of securities available for sale at March 31, 2019 and December 31, 2018 are shown in the tables below by contractual maturities taking into consideration historical prepayments based on the prior twelve months of principal payments. Expected maturities will differ from contractual maturities and historical prepayments, particularly with respect to collateralized mortgage obligations, primarily because prepayment rates are affected by changes in conditions in the interest rate market and, therefore, future prepayment rates may differ from historical prepayment rates.

14


 
At March 31, 2019 Maturing in
(Dollars in thousands)
One year
or less
 
Over one
year through
five years
 
Over five
years through
ten years
 
Over ten
Years
 
Total
Securities available for sale, amortized cost
$
6,890

 
$
13,298

 
$
8,421

 
$
1,292

 
$
29,901

Securities available for sale, estimated fair value
6,750

 
13,086

 
8,280

 
1,305

 
29,421

Weighted average yield
1.49
%
 
1.65
%
 
2.13
%
 
3.26
%
 
1.82
%
 
At December 31, 2018 Maturing in
(Dollars in thousands)
One year
or less
 
Over one
year through
five years
 
Over five
years through
ten years
 
Over ten
Years
 
Total
Securities available for sale, amortized cost
$
7,874

 
$
13,466

 
$
9,971

 
$
922

 
$
32,233

Securities available for sale, estimated fair value
7,663

 
12,934

 
9,710

 
924

 
31,231

Weighted average yield
1.46
%
 
1.62
%
 
2.22
%
 
3.13
%
 
1.81
%
We purchased no securities available for sale during the three months ended March 31, 2019 or during the three months ended March 31, 2018 . During the three months ended March 31, 2018, we had sales proceeds of $2.1 million on the sale of debt securities available for sale, with a gain of $53 thousand , and sales proceeds of $4.8 million on the sale of our equity securities, with a loss of $5 thousand . We had no sales of securities available for sale during the three months ended March 31, 2019 .
The tables below indicate, as of March 31, 2019 and December 31, 2018 , the gross unrealized losses and fair values of our investments, aggregated by investment category, and length of time that the individual securities have been in a continuous unrealized loss position.
 
Securities with Unrealized Loss at March 31, 2019
 
Less than 12 months
 
12 months or more
 
Total
(Dollars in thousands)
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
U.S. Treasury securities
$

 
$

 
$
1,990

 
$
(9
)
 
$
1,990

 
$
(9
)
Residential mortgage backed securities issued by U.S. Agencies

 

 
22,742

 
(552
)
 
22,742

 
(552
)
Total
$

 
$

 
$
24,732

 
$
(561
)
 
$
24,732

 
$
(561
)
   
Securities with Unrealized Loss at December 31, 2018
 
Less than 12 months
 
12 months or more
 
Total
(Dollars in thousands)
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
U.S. Treasury securities
$

 
$

 
$
2,980

 
$
(19
)
 
$
2,980

 
$
(19
)
Commercial mortgage backed securities issued by U.S. Agencies
999

 
(1
)
 

 

 
999

 
(1
)
Residential mortgage backed securities issued by U.S. Agencies
361

 
(3
)
 
23,299

 
(1,020
)
 
23,660

 
(1,023
)
Total
$
1,360

 
$
(4
)
 
$
26,279

 
$
(1,039
)
 
$
27,639

 
$
(1,043
)
We regularly monitor investments for significant declines in fair value. We have determined that declines in the fair values of these investments below their respective amortized costs, as set forth in the tables above, are temporary because (i) those declines were due to interest rate changes and not to a deterioration in the creditworthiness of the issuers of those investment securities, and (ii) we have the ability to hold those securities until there is a recovery in their values or until their maturity.
We recognize other-than-temporary impairments (“OTTI”) to our available-for-sale debt securities in accordance with FASB ASC 320-10. When there are credit losses associated with, but we have no intention to sell, an impaired debt security, and it is more likely than not that we will not have to sell the security before recovery of its cost basis, we will separate the amount of impairment, or OTTI, between the amount that is credit-related and the amount that is related to non-credit factors. Credit-related impairments are recognized in our consolidated statements of operations. Any non-credit-related impairments are recognized and reflected in other comprehensive income in our consolidated statements of financial condition.
Through the impairment assessment process, we determined that there were no available-for-sale debt securities that were other-than-temporarily impaired at March 31, 2019 . We recorded no impairment credit losses on available-for-sale debt securities in our consolidated statements of operations for the three months ended March 31, 2019 and 2018 .

15


We have made a determination that the remainder of our securities with respect to which there were unrealized losses as of March 31, 2019 are not other-than-temporarily impaired, because we have concluded that we have the ability to continue to hold those securities until their respective fair market values increase above their respective amortized costs or, if necessary, until their respective maturities. In reaching that conclusion we considered a number of factors and other information, which included: (i) the significance of each such security, (ii) the amount of the unrealized losses attributable to each such security, (iii) our liquidity position, (iv) the impact that retention of those securities could have on our capital position and (v) our evaluation of the expected future performance of these securities (based on the criteria discussed above).
Equity Investments Without Readily Determinable Fair Value
As of March 31, 2019 , we had three investments in private companies and limited partnerships without a readily determinable fair value. As of March 31, 2019 , we owned less than 3% of the total investment in each such company or partnership. Under ASU 2016-01, we elected to measure these equity investments using the measurement alternative, which requires that these investments are measured at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. During the three months ended March 31, 2019 , these investments were not impaired and there were no observable price changes. As a result, the balance shown below as of March 31, 2019 represents the cost of the investments and is included within other assets on the consolidated statements of financial condition. Prior to the adoption of ASU 2016-01, these investments were accounted for under the cost method of accounting and included within other assets on the consolidated statements of financial condition. During the three months ended March 31, 2019 , we had $594 thousand of capital contributions to these investments. We had $89 thousand of capital contributions to these investments during the three months ended March 31, 2018 . As of March 31, 2019 and December 31, 2018 , our equity investments without readily determinable fair value were as follows:
 
March 31, 2019
 
December 31, 2018
 
(Dollars in thousands)
Equity investments without readily determinable fair value
$
1,834

 
$
1,240


5. Loans and Allowance for Loan and Lease Losses
The loan portfolio consisted of the following at:
 
March 31, 2019
 
December 31, 2018
(Dollars in thousands)
Amount
 
Percent
 
Amount
 
Percent
Commercial loans
$
448,021

 
41.8
%
 
$
444,441

 
40.6
%
Commercial real estate loans – owner occupied
213,334

 
19.9
%
 
211,645

 
19.3
%
Commercial real estate loans – all other
220,106

 
20.5
%
 
226,441

 
20.7
%
Residential mortgage loans – multi-family
91,856

 
8.6
%
 
97,173

 
8.9
%
Residential mortgage loans – single family
19,776

 
1.8
%
 
21,176

 
1.9
%
Construction and land development loans
29,261

 
2.7
%
 
38,496

 
3.5
%
Consumer loans
49,549

 
4.6
%
 
54,514

 
5.0
%
Gross loans
1,071,903

 
100.0
%
 
1,093,886

 
100.0
%
Deferred fee (income) costs, net
2,608

 
 
 
2,860

 
 
Allowance for loan and lease losses
(11,514
)
 
 
 
(13,506
)
 
 
Loans, net
$
1,062,997

 
 
 
$
1,083,240

 
 
At March 31, 2019 and December 31, 2018 , real estate loans of approximately $847 million and $807 million , respectively, were pledged to secure borrowings obtained from the FHLB and to support our unfunded borrowing capacity. At March 31, 2019 and December 31, 2018 , real estate and consumer loans of $228 million and $51 million , respectively, were pledged to secure borrowings from the FRB to support our unfunded borrowing capacity. No loans were sold during either the three months ended March 31, 2019 or March 31, 2018. During the three months ended March 31, 2019 and March 31, 2018, we purchased no loans.
Allowance for Loan and Lease Losses
The ALLL represents our estimate of credit losses in our loan and lease portfolio that are probable and estimable at the balance sheet date. We employ economic models that are based on bank regulatory guidelines, industry standards and our own historical loan loss experience, as well as a number of more subjective qualitative factors, to determine both the sufficiency of the ALLL and the amount of the provisions that are required to increase or replenish the ALLL.
 

16


The ALLL is first determined by (i) analyzing all classified loans (graded as “Substandard” or “Doubtful” under our internal asset quality grading parameters) on nonaccrual status for loss exposure and (ii) establishing specific reserves as needed. ASC 310-10 defines loan impairment as the existence of uncertainty concerning collection of all principal and interest in accordance with the contractual terms of a loan. For collateral dependent loans, impairment is typically measured by comparing the loan amount to the fair value of collateral, less estimated costs to sell, with any “shortfall” amount charged off. Other methods can be used in estimating impairment, including market price and the present value of expected future cash flows discounted at the loan’s original interest rate. We are an active lender with the U.S. Small Business Administration and collection of a percentage of the loan balance of many of the loans originated is guaranteed.  The ALLL reserves are calculated against the non-guaranteed loan balances. 
On a quarterly basis, we utilize a classification based loan loss migration model as well as review individual loans in determining the adequacy of the ALLL for homogenous pools of loans that are not subject to specific reserve allocations. Our loss migration analysis utilizes a series of nineteen staggered 16-quarter migration periods of loan loss history and industry loss factors to determine historical losses by classification category for each loan type, except certain consumer loans (automobile, mortgage and credit cards). We then apply these calculated loss factors, together with qualitative factors based on external economic conditions and trends and internal assessments, to the outstanding loan balances in each homogenous group of loans, and then, using our internal asset quality grading parameters, we grade the loans as “Pass,” “Special Mention,” “Substandard” or “Doubtful”. We analyze impaired loans individually. This grading is based on the credit classifications of assets as prescribed by government regulations and industry standards and is separated into the following groups:
Pass: Loans classified as pass include current loans performing in accordance with contractual terms, installment/consumer loans that are not individually risk rated, and loans which exhibit certain risk factors that require greater than usual monitoring by management.
Special Mention: Loans classified as special mention, while generally not delinquent, have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the Bank’s credit position at some future date.
Substandard: Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. There is a distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
Doubtful: Loans classified as doubtful have all the weaknesses inherent in a substandard loan, and may also be at delinquency status and have defined weaknesses based on currently existing facts, conditions and values making collection or liquidation in full highly questionable and improbable.
Set forth below is a summary of the activity in the ALLL, by portfolio type, during the three months ended March 31, 2019 and 2018:
(Dollars in thousands)
Commercial
 
Real  Estate
 
Construction and Land
Development
 
Consumer 
and Single
Family
Mortgages
 
Unallocated
 
Total
ALLL in the three months ended March 31, 2019:
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
8,071

 
$
3,643

 
$
426

 
$
1,290

 
$
76

 
$
13,506

Charge offs
(5,669
)
 

 

 
(29
)
 

 
(5,698
)
Recoveries
401

 

 

 
5

 

 
406

Provision
4,092

 
(934
)
 
(131
)
 
220

 
53

 
3,300

Balance at end of period
$
6,895

 
$
2,709

 
$
295

 
$
1,486

 
$
129

 
$
11,514

ALLL in the three months ended March 31, 2018:
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
9,155

 
$
2,906

 
$
650

 
$
1,043

 
$
442

 
$
14,196

Charge offs
(1,068
)
 

 

 

 

 
(1,068
)
Recoveries
272

 

 

 
5

 

 
277

Provision
(725
)
 
349

 
238

 
64

 
74

 

Balance at end of period
$
7,634

 
$
3,255

 
$
888

 
$
1,112

 
$
516

 
$
13,405


17


Set forth below is information regarding loan balances and the related ALLL, by portfolio type, as of March 31, 2019 and December 31, 2018 .
(Dollars in thousands)
Commercial
 
Real  Estate
 
Construction and Land
Development
 
Consumer 
and Single
Family
Mortgages
 
Unallocated
 
Total
ALLL balance at March 31, 2019 related to:
 
 
 
 
 
 
 
 
 
 
 
Loans individually evaluated for impairment
$

 
$

 
$

 
$

 
$

 
$

Loans collectively evaluated for impairment
6,895

 
2,709

 
295

 
1,486

 
129

 
11,514

Total
$
6,895

 
$
2,709

 
$
295

 
$
1,486

 
$
129

 
$
11,514

Loans balance at March 31, 2019 related to:
 
 
 
 
 
 
 
 
 
 
 
Loans individually evaluated for impairment
$
351

 
$
807

 
$

 
$

 
$

 
$
1,158

Loans collectively evaluated for impairment
447,670

 
524,489

 
29,261

 
69,325

 

 
1,070,745

Total
$
448,021

 
$
525,296

 
$
29,261

 
$
69,325

 
$

 
$
1,071,903

ALLL balance at December 31, 2018 related to:
 
 
 
 
 
 
 
 
 
 
 
Loans individually evaluated for impairment
$

 
$

 
$

 
$

 
$

 
$

Loans collectively evaluated for impairment
8,071

 
3,643

 
426

 
1,290

 
76

 
13,506

Total
$
8,071

 
$
3,643

 
$
426

 
$
1,290

 
$
76

 
$
13,506

Loans balance at December 31, 2018 related to:
 
 
 
 
 
 
 
 
 
 
 
Loans individually evaluated for impairment
$
3,352

 
$
831

 
$

 
$
43

 
$

 
$
4,226

Loans collectively evaluated for impairment
441,089

 
534,428

 
38,496

 
75,647

 

 
1,089,660

Total
$
444,441

 
$
535,259

 
$
38,496

 
$
75,690

 
$

 
$
1,093,886


Credit Quality
The amounts of nonperforming assets and delinquencies that occur within our loan portfolio factor into our evaluation of the adequacy of the ALLL.
The following table provides a summary of the delinquency status of loans by portfolio type at March 31, 2019 and December 31, 2018 :

18


(Dollars in thousands)
30-59 Days Past Due
 
60-89 Days Past Due
 
90 Days and Greater
 
Total Past Due
 
Current
 
Total Loans Outstanding
 
Loans >90 Days and Accruing
At March 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial loans
$
351

 
$

 
$

 
$
351

 
$
447,670

 
$
448,021

 
$

Commercial real estate loans – owner-occupied
807

 

 

 
807

 
212,527

 
213,334

 

Commercial real estate loans – all other

 

 

 

 
220,106

 
220,106

 

Residential mortgage loans – multi-family

 

 

 

 
91,856

 
91,856

 

Residential mortgage loans – single family

 

 

 

 
19,776

 
19,776

 

Construction and land development loans

 

 

 

 
29,261

 
29,261

 

Consumer loans

 

 

 

 
49,549

 
49,549

 

Total
$
1,158

 
$

 
$

 
$
1,158

 
$
1,070,745

 
$
1,071,903

 
$

At December 31, 2018
 
Commercial loans
$

 
$
3,705

 
$
4,273

 
$
7,978

 
$
436,463

 
$
444,441

 
$
1,278

Commercial real estate loans – owner-occupied

 
831

 

 
831

 
210,814

 
211,645

 

Commercial real estate loans – all other

 

 

 

 
226,441

 
226,441

 

Residential mortgage loans – multi-family

 

 

 

 
97,173

 
97,173

 

Residential mortgage loans – single family

 

 

 

 
21,176

 
21,176

 

Construction and land development loans

 

 

 

 
38,496

 
38,496

 

Consumer loans
13

 

 

 
13

 
54,501

 
54,514

 

Total
$
13

 
$
4,536

 
$
4,273

 
$
8,822

 
$
1,085,064

 
$
1,093,886

 
$
1,278

Generally, the accrual of interest on a loan is discontinued when principal or interest payments become more than 90 days past due, unless we believe that the loan is adequately collateralized and it is in the process of collection. There were no loans 90 days or more past due and still accruing interest at March 31, 2019 . There were $1.3 million of loans 90 days or more past due and still accruing interest at December 31, 2018 . In certain instances, when a loan is placed on nonaccrual status, previously accrued but unpaid interest is reversed against current income. Subsequent collections of cash are applied as principal reductions when received (referred to as full nonaccrual basis of accounting), except when the ultimate collectability of principal is probable, in which case such payments are applied to accrued and unpaid interest, which is credited to income (referred to as nonaccrual cash basis of accounting). Nonaccrual loans may be restored to accrual status when principal and interest become current and full repayment becomes expected.
The following table provides information with respect to loans on nonaccrual status, by portfolio type, as of March 31, 2019 and December 31, 2018 :
 
March 31, 2019
 
December 31, 2018
 
(Dollars in thousands)
Nonaccrual loans:
 
 
 
Commercial loans
$
475

 
$
3,352

Commercial real estate loans – owner occupied
807

 
831

Consumer
39

 
43

Total (1)
$
1,321

 
$
4,226

 
(1)    Nonaccrual loans may include loans that are currently considered performing loans.

19


  We classify our loan portfolio using internal asset quality ratings. The following table provides a summary of loans by portfolio type and our internal asset quality ratings as of March 31, 2019 and December 31, 2018 :
 
March 31, 2019
 
December 31, 2018
 
(Dollars in thousands)
Pass:
 
 
 
Commercial loans
$
429,800

 
$
428,287

Commercial real estate loans – owner occupied
207,659

 
205,914

Commercial real estate loans – all other
220,106

 
226,441

Residential mortgage loans – multi family
91,856

 
97,173

Residential mortgage loans – single family
19,776

 
21,176

Construction and land development loans
29,261

 
38,496

Consumer loans
49,441

 
54,415

Total pass loans
$
1,047,899

 
$
1,071,902

Special Mention:
 
 
 
Commercial loans
$
15,152

 
$
10,411

Commercial real estate loans – owner occupied
4,869

 
4,900

Total special mention loans
$
20,021

 
$
15,311

Substandard:
 
 
 
Commercial loans
$
3,069

 
$
5,743

Commercial real estate loans – owner occupied
806

 
831

Consumer loans
108

 
99

Total substandard loans
$
3,983

 
$
6,673

Doubtful:
 
 
 
Total doubtful loans
$

 
$

Total Loans:
$
1,071,903

 
$
1,093,886

Impaired Loans
A loan generally is classified as impaired when, in our opinion, principal or interest is not likely to be collected in accordance with the contractual terms of the loan agreement. We measure for impairments on a loan-by-loan basis, using either the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral if the loan is collateral dependent.
The following table sets forth information regarding impaired loans, at March 31, 2019 and December 31, 2018 :
 
March 31, 2019
 
December 31, 2018
 
(Dollars in thousands)
Impaired loans:
 
Nonaccruing loans
$
1,321

 
$
4,226

Nonaccruing restructured loans (1)

 

Accruing restructured loans (1)(2)

 

Total impaired loans
$
1,321

 
$
4,226

Impaired loans less than 90 days delinquent and included in total impaired loans
$
1,321

 
$
1,232

 
(1)
As of March 31, 2019 and December 31, 2018, we had no restructured loans.
(2)
See “ Troubled Debt Restructurings ” below for a description of accruing restructured loans at March 31, 2019 and December 31, 2018.

20


The table below contains additional information with respect to impaired loans, by portfolio type, as of March 31, 2019 and December 31, 2018 :
 
March 31, 2019
 
December 31, 2018
 
Recorded Investment
 
Unpaid Principal Balance
 
Related Allowance (1)
 
Recorded Investment
 
Unpaid Principal Balance
 
Related Allowance (1)
 
(Dollars in thousands)
No allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial loans
$
475

 
$
654

 
$

 
$
3,352

 
$
4,516

 
$

Commercial real estate loans – owner occupied
807

 
912

 

 
831

 
925

 

Consumer loans
39

 
62

 

 
43

 
65

 

Total
1,321

 
1,628

 

 
4,226

 
5,506

 

With allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Total

 

 

 

 

 

Total
 
 
 
 
 
 
 
 
 
 
 
Commercial loans
$
475

 
$
654

 
$

 
$
3,352

 
$
4,516

 
$

Commercial real estate loans – owner occupied
807

 
912

 

 
831

 
925

 

Consumer loans
39

 
62

 

 
43

 
65

 

Total
1,321

 
1,628

 

 
4,226

 
5,506

 

 
(1)
When the discounted cash flows, collateral value or market price equals or exceeds the recorded investment in the loan, then specific reserves are not required to be set aside for the loan within the ALLL. This typically occurs when the impaired loans have been partially charged-off and/or there have been interest payments received and applied to the balance of the principal outstanding.
 
At March 31, 2019 and December 31, 2018 , there were $1.3 million and $4.2 million , respectively, of impaired loans for which no specific reserves had been allocated because these loans, in our judgment, were sufficiently collateralized. Of the impaired loans at March 31, 2019 for which no specific reserves were allocated, $1.3 million had been deemed impaired in the prior year.
Average balances and interest income recognized on impaired loans, by portfolio type, for the three months ended March 31, 2019 and 2018 were as follows:
 
Three Months Ended March 31,
 
2019
 
2018
 
Average Balance
 
Interest Income Recognized
 
Average Balance
 
Interest Income Recognized
 
(Dollars in thousands)
No allowance recorded:
 
 
 
 
 
 
 
Commercial loans
$
1,914

 
$

 
$
3,813

 
$
62

Commercial real estate loans – owner occupied
819

 

 
887

 

Commercial real estate loans – all other

 

 
1,523

 

Residential mortgage loans – single family

 

 
85

 

Consumer loans
41

 

 
55

 

Total
2,774

 

 
6,363

 
62

With allowance recorded:
 
 
 
 
 
 
 
Commercial loans

 

 
418

 
9

Total

 

 
418

 
9

Total
 
 
 
 
 
 
 
Commercial loans
1,914

 

 
4,231

 
71

Commercial real estate loans – owner occupied
819

 

 
887

 

Commercial real estate loans – all other

 

 
1,523

 

Residential mortgage loans – single family

 

 
85

 

Consumer loans
41

 

 
55

 

Total
$
2,774

 
$

 
$
6,781

 
$
71

The interest that would have been earned had the impaired loans remained current in accordance with their original terms was $28 thousand and $187 thousand during the three months ended March 31, 2019 and 2018 , respectively.
Troubled Debt Restructurings (“TDRs”)
Pursuant to the FASB's ASU No. 2011-2, A Creditor’s Determination of whether a Restructuring is a Troubled Debt Restructuring , the Bank's TDRs totaled $0 at both March 31, 2019 and December 31, 2018 . TDRs consist of loans to which modifications have been made for the purpose of alleviating temporary impairments of the borrower's financial condition and cash

21


flows. Those modifications have come in the form of changes in amortization terms, reductions in interest rates, interest only payments and, in limited cases, concessions to outstanding loan balances. The modifications are made as part of workout plans we enter into with the borrower that are designed to provide a bridge for the borrower’s cash flow shortfalls in the near term. If a borrower works through the near term issues, then in most cases, the original contractual terms of the borrower’s loan will be reinstated.
There were no loans restructured as TDRs during the three months ended March 31, 2019 or 2018.

6. Leases
We have historically entered into a number of lease arrangements under which we are the lessee.  Specifically, all of our physical locations are subject to operating leases.  In addition, we have elected the short-term lease practical expedient related to operating leases. 
Two of our office leases, including our corporate headquarters, include multiple optional renewal periods.  To the extent we conclude that it is reasonably certain that a renewal option will be exercised, that renewal period is then included in the lease term, and the related payments are reflected in the ROU asset and lease liability.  Generally, we consider any additional renewal periods to be reasonably certain of being exercised. 
All of our leases include fixed rental payments.  We commonly enter into leases under which the lease payments increase at pre-determined dates.  While the majority of our leases are gross leases, we also have a number of leases in which we make separate payments to the lessor based on the lessor’s property and casualty insurance costs and the property taxes assessed on the property, as well as a portion of the common area maintenance associated with the property. 
During the three months ended March 31, 2019 , we recognized rent expense associated with our leases as follows:
 
 
Three Months Ended March 31,
 
 
2019
Lease cost
 
(Dollars in thousands)
Operating lease cost
 
$
556

Short-term lease cost (1)
 
40

Total lease cost
 
$
596

 
 
 
Weighted-average remaining lease term—operating leases (in years)
 
5.76

 
(1)    Includes leases that are less than 12 months and equipment leases that are accounted for on a cash basis.
Because we generally do not have access to the rate implicit in the lease, we utilize our borrowing rate with the FHLB as the discount rate.  The weighted average discount rate associated with operating leases as of March 31, 2019 is 1.68% .
Supplemental balance sheet information related to leases was as follows:
 
Financial Statement Classification
 
March 31, 2019
 
 
 
(Dollars in thousands)
Operating right-of-use assets
Other assets
 
$
10,105

Operating lease liabilities
Other liabilities
 
$
10,545

During the three months ended March 31, 2019 , we had the following cash and non-cash activities associated with our leases:
 
Three Months Ended March 31,
 
2019
 
(Dollars in thousands)
Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases (fixed payments)
$
559

 
 
Non-cash activities:
 
Right-of-use assets obtained in exchange for new operating lease liabilities
$
10,618


22


Maturities of operating lease liabilities as of March 31, 2019 are as follows:
(Dollars in thousands)
 
For the years ending December 31,
 
Remainder of 2019
1,716

2020
1,954

2021
1,695

2022
1,702

2023
1,708

2024 and beyond
2,285

Total
11,060

Less: Imputed interest
515

Total Lease liabilities
10,545

7. Income Taxes
For the three months ended March 31, 2019 , we had income tax expense of $376 thousand as a result of our operating income. Accounting rules specify that management must evaluate the deferred tax asset on a recurring basis to determine whether enough positive evidence exists to determine whether it is more-likely-than-not that the deferred tax asset will be available to offset or reduce future taxes. The tax code allows net operating losses incurred prior to December 31, 2017 to be carried forward for 20 years from the date of the loss, and based on its evaluation, management believes that the Company will be able to realize the deferred tax asset within the period that our net operating losses may be carried forward. Due to the hierarchy of evidence that the accounting rules specify, management determined that there continued to be enough positive evidence to support no valuation allowance on our deferred tax asset at March 31, 2019 . Significant positive evidence included our three-year cumulative income position, continued improvement in asset quality, and the expectation that we will continue to have positive earnings based on ten trailing quarters of positive income and our forecast. Negative evidence included our accumulated deficit.
For the three months ended March 31, 2018 , we had no provision for income tax recorded as a result of our full valuation allowance of $11.6 million at March 31, 2018 . During the three months ended March 31, 2018 , management evaluated the positive and negative evidence and determined that there was enough negative evidence to support the full valuation allowance of $11.6 million at March 31, 2018 . While management believed that the Company would be able to realize the deferred tax asset within the period that our operating losses may be carried forward, we were unable to assert the timing as to when that realization would occur. Negative evidence at March 31, 2018 included our accumulated deficit and our three-year cumulative loss position.
We file income tax returns with the U.S. federal government and the State of California. As of March 31, 2019, we were subject to examination by the Internal Revenue Service with respect to our U.S. federal tax returns for the 2015 to 2017 tax years and the Franchise Tax Board for California state income tax returns for the 2014 to 2017 tax years. Net operating losses on our U.S. federal and California state income tax returns may be carried forward up to 20 years. As of March 31, 2019, we do not have any unrecognized tax benefits.
Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of tax expense. We did not have any accrued interest or penalties associated with any unrecognized tax benefits, and no interest expense was recognized during the three months ended March 31, 2019 and 2018.
8. Stock-Based Employee Compensation Plans
In May 2010, our shareholders approved the adoption of our 2010 Equity Incentive Plan (the “2010 Incentive Plan”), which authorized and set aside a total of 400,000 shares of our common stock for issuance on the exercise of stock options or the grant of restricted stock or other equity incentives to our officers, and other key employees and directors. An additional 158,211 shares of common stock were also set aside which was equal to the total of the shares that were available for the grant of equity incentives under our shareholder-approved 2008 and 2004 Equity Incentive Plans (the “Previously Approved Plans”) at the time of the adoption of the 2010 Incentive Plan. Options to purchase a total of 66,442 shares of our common stock granted under the Previously Approved Plans were outstanding at March 31, 2019 . The 2010 Incentive Plan provides that if any of these outstanding options under the Previously Approved Plans expire or are terminated for any reason, then the number of shares that would become available for grants or awards of equity incentives under the 2010 Incentive Plan would be increased by an equivalent number of shares. At the Annual Shareholders meeting held in May 2013, our shareholders approved an additional 800,000 share increase in the maximum number of shares of our common stock that may be issued pursuant to grants or exercises of options or restricted shares or other equity incentives under the 2010 Incentive Plan, of which 357,517 shares of restricted stock, net of shares withheld

23


for taxes, have vested as of March 31, 2019 thereby decreasing the maximum number of shares authorized under the 2010 Incentive Plan. As a result, as of March 31, 2019 , the maximum number of shares that were authorized for the grant of options or other equity incentives under the 2010 Incentive Plan totaled 1,067,136 (assuming that all shares of our common stock subject to options and other equity awards expire or are terminated prior to vesting), or approximately 5% of the shares of our common stock then outstanding.
A stock option entitles the recipient to purchase shares of our common stock at a price per share that may not be less than 100% of the fair market value of the Company’s shares on the date the option is granted. Restricted shares may be granted at such purchase prices and on such other terms, including restrictions and Company repurchase or reacquisition rights, as are fixed by the Compensation Committee at the time rights to purchase such restricted shares are granted. Stock Appreciation Rights (“SARs”) entitle the recipient to receive a cash payment in an amount equal to the difference between the fair market value of the Company’s shares on the date of vesting and a “base price” (which, in most cases, will be equal to the fair market value of the Company’s shares on the date the SAR is granted), subject to the right of the Company to make such payment in shares of its common stock at their then fair market value. Options, restricted shares and SARs may vest immediately or in installments over various periods generally ranging up to five years , subject to the recipient’s continued employment or service or the achievement of specified performance goals, as determined by the Compensation Committee at the time it grants or awards the options, the restricted shares or the SARs. Stock options and SARs may be granted for terms of up to 10 years after the date of grant, but will terminate sooner upon or shortly after a termination of service occurring prior to the expiration of the term of the option or SAR. The Company will become entitled to repurchase any unvested restricted shares, at the same price that was paid for the shares by the recipient, or to cancel those shares in the event of a termination of employment or service of the holder of such shares or if any performance goals specified in the award are not satisfied. To date, the Company has not granted any SARs.
Under FASB ASC 718-10, we are required to recognize, in our financial statements, the fair value of the options or any restricted shares that we grant as compensation cost over their respective service periods. The fair values of the options that were outstanding at March 31, 2019 under the 2010 Incentive Plan were estimated as of their respective dates of grant using the Black-Scholes option-pricing model. The Company, under the 2010 Incentive Plan, has also granted restricted stock for the benefit of its employees and directors. These restricted shares vest over a period ranging from three to five years for employees and one year for directors. The recipients of restricted shares have the right to vote all shares subject to such grant and receive all dividends with respect to such shares whether or not the shares have vested. The recipients do not pay any cash consideration for the shares.
Stock Options
The table below summarizes the weighted average assumptions used to determine the fair values of the options granted during the following periods:
 
Three Months Ended March 31,
Assumptions with respect to:
2019 (1)
 
2018
Expected volatility
%
 
30
%
Risk-free interest rate
%
 
2.69
%
Expected dividends
%
 
%
Expected term (years)
0

 
5.8

Weighted average fair value of options granted during period
$

 
$
2.81

 
(1)    No stock options were granted during the three months ended March 31, 2019.
The following table summarizes the stock option activity under the Company’s equity incentive plans during the three months ended March 31, 2019 and 2018 , respectively.

24


 
Number of
Shares
 
Weighted-
Average
Exercise
Price
Per Share
 
Number of
Shares
 
Weighted-
Average
Exercise
Price
Per Share
 
2019
 
2018
Outstanding – January 1,
864,330

 
$
6.86

 
792,577

 
$
6.41

Granted

 

 
154,011

 
8.20

Exercised

 

 
(8,000
)
 
3.48

Forfeited/Canceled
(3,162
)
 
8.49

 
(7,150
)
 
6.47

Outstanding – March 31,
861,168

 
6.85

 
931,438

 
6.73

Options Exercisable – March 31,
708,643

 
$
6.64

 
624,474

 
$
6.32

Options Vested – March 31,
708,643

 
$
6.64

 
624,474

 
$
6.32

Options to purchase 0 and 8,000 shares of our common stock were exercised during the three months ended March 31, 2019 and 2018 , respectively. The aggregate intrinsic value of options exercised during the three months ended March 31, 2019 and 2018 was $0 and $45 thousand , respectively. The fair value of options that vested during the three months ended March 31, 2019 and 2018 was $337 thousand and $275 thousand , respectively.
The following table provides additional information regarding the vested and unvested options that were outstanding at March 31, 2019 .
Options Outstanding as of March 31, 2019
 
Options Exercisable
as of March 31, 2019
(1)
Exercise Price
Vested
 
Unvested
 
Weighted
Average
Exercise
Price Per Share
 
Weighted
Average
Remaining
Contractual
Life (Years)
 
Shares
 
Weighted
Average
Exercise Price Per Share
$2.97 – $3.99
18,003

 

 
$
3.48

 
2.20
 
18,003

 
$
3.48

$4.00 – $4.99
16,000

 

 
4.34

 
2.05
 
16,000

 
4.34

$5.00– $5.99
15,000

 

 
5.30

 
4.22
 
15,000

 
5.30

$6.00– $6.99
454,868

 
41,619

 
6.61

 
5.25
 
454,868

 
6.58

$7.00-$8.90
204,772

 
110,906

 
7.63

 
7.67
 
204,772

 
7.34

 
708,643

 
152,525

 
$
6.85

 
6.00
 
708,643

 
$
6.64

 
(1)
The weighted average remaining contractual life of the options that were exercisable as of March 31, 2019 was 5.49 years.
The aggregate intrinsic value of options that were outstanding and exercisable under the 2010 Incentive Plan at March 31, 2019 and December 31, 2018 was $719 thousand and $388 thousand , respectively.
 
A summary of the status of the unvested options outstanding as of March 31, 2019 and 2018 , and changes in the weighted average grant date fair values of the unvested options during the three months ended March 31, 2019 and 2018 , are set forth in the following table.
 
For the three months ended March 31,
 
2019
 
2018
 
Number of
Shares Subject
to Options
 
Weighted
Average
Grant Date
Fair Value Per Share
 
Number of
Shares Subject
to Options
 
Weighted
Average
Grant Date
Fair Value Per Share
Unvested at the beginning of the period
275,457

 
$
2.79

 
255,348

 
$
2.80

Granted

 

 
154,011

 
2.81

Vested
(119,770
)
 
2.82

 
(95,245
)
 
2.88

Forfeited/Canceled
(3,162
)
 
2.89

 
(7,150
)
 
2.66

Unvested at the end of the period
152,525

 
2.77

 
306,964

 
2.78

At March 31, 2019 , the weighted average period over which nonvested awards were expected to be recognized was 2.28 years.

25


Restricted Stock
The following table summarizes the activity related to restricted stock granted, vested and forfeited under our equity incentive plans during the three months ended March 31, 2019 and 2018 .
 
For the three months ended March 31,
 
2019
 
2018
 
Number of Shares
 
Average Grant Date Fair Value Per Share
 
Number of Shares
 
Average Grant Date Fair Value Per Share
Outstanding at the beginning of the period
115,031

 
$
8.04

 
103,508

 
$
7.33

Granted
105,896

 
8.71

 
75,417

 
8.19

Vested
(49,120
)
 
7.80

 
(52,351
)
 
7.24

Forfeited
(4,333
)
 
9.28

 
(3,250
)
 
8.08

Outstanding at the end of the period
167,474

 
$
8.50

 
123,324

 
$
7.87

Compensation Expense
We expect that the compensation expense that will be recognized during the periods presented below in respect of stock options and restricted stock outstanding at March 31, 2019 , will be as follows:
 
Estimated Stock Based Compensation Expense Stock Options
 
Estimated Stock Based Compensation Expense Restricted Stock
 
Estimated Stock Based Compensation Expense Total
(Dollars in thousands)
 
 
 
 
 
For the years ending December 31,
 
 
 
 
 
Remainder of 2019
$
121

 
$
450

 
$
571

2020
151

 
458

 
609

2021
44

 
327

 
371

2022
17

 
76

 
93

2023 and beyond
3

 
8

 
11

 
$
336

 
$
1,319

 
$
1,655

The aggregate amounts of stock based compensation expense recognized in our consolidated statements of operations for the three months ended March 31, 2019 and 2018 were $141 thousand and $179 thousand , respectively, in each case net of taxes.

9. Earnings Per Share (“EPS”)
Basic EPS excludes dilution and is computed by dividing net income or loss allocable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted into common stock that would then share in our earnings.


26


The following table shows how we computed basic and diluted EPS for the three months ended March 31, 2019 and 2018 .  
(In thousands, except per share data)
For the Three Months Ended March 31,
2019
 
2018
Basic EPS:
 
 
 
Net income
$
882

 
$
3,707

Less dividends on preferred stock

 

Less dividends on common stock

 

Less dividends on unvested shares

 

Net income allocable to common shareholders
$
882

 
$
3,707

Less earnings allocated to participating securities
60

 
17

Earnings allocated to common shareholders
$
822

 
$
3,690

Weighted average common shares outstanding
21,824

 
23,156

Basic earnings per common share
$
0.04

 
$
0.16

Diluted EPS:
 
 
 
Earnings allocated to common shareholders
$
882

 
$
3,707

Weighted average common shares outstanding
21,824

 
23,156

Add dilutive effects of restricted stock grants
136

 
110

Add dilutive effects for assumed conversion of Series A preferred stock
1,467

 

Add dilutive effect for stock options
120

 
176

Weighted average diluted common shares outstanding
23,547

 
23,442

Diluted earnings per common share
$
0.04

 
$
0.16

 
(1)
The basic and diluted earnings per share amounts for the three months ended March 31, 2019 and 2018 are the same under both the Treasury Stock Method and the Two-Class Method as prescribed in FASB ASC 260-10, Earnings Per Share .
The weighted average shares that have an antidilutive effect in the calculation of diluted net income per share and have been excluded from the computations above were as follows:
 
For the Three Months Ended March 31,
 
2019
 
2018
Stock options (1)
188,582

 
72,744

 
(1)
Represents stock options that were excluded from the computation of diluted earnings per common share for the three months ended March 31, 2019 and 2018 as a result of the shares being “out-of-the-money.”


27


10. Shareholders’ Equity
Accumulated Other Comprehensive Income (Loss), net
Accumulated other comprehensive income (loss), net as of March 31, 2019 and December 31, 2018 was as follows:
 
Unrealized Gain (Loss) on Securities Available-for-Sale, net of tax
 
Accumulated Other Comprehensive Income (Loss), Net
 
(Dollars in thousands)
Ending balance as of December 31, 2017
$
(1,143
)
 
$
(1,143
)
Other comprehensive income before reclassifications, net of tax of $142 thousand
(50
)
 
(50
)
Amounts reclassified from accumulated other comprehensive loss (1)
49

 
49

Other comprehensive loss, net of tax of $142 thousand
(1
)
 
(1
)
Ending balance as of December 31, 2018
$
(1,144
)
 
$
(1,144
)
Other comprehensive income before reclassifications, net of tax of $154 thousand
367

 
367

Amounts reclassified from accumulated other comprehensive loss

 

Other comprehensive income, net of tax of $154 thousand
367

 
367

Ending balance as of March 31, 2019
$
(777
)
 
$
(777
)
 
(1)
This balance consists of the $48 thousand net gain on sale of available for sale debt securities included in our consolidated statement of operations offset by $97 thousand included in our consolidated statement of shareholders' equity as an adjustment to our beginning retained earnings.
11. Commitments and Contingencies
Commitments
To meet the financing needs of our customers in the normal course of business, we are a party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. At March 31, 2019 and December 31, 2018 , we were committed to fund certain loans including letters of credit amounting to approximately $297 million and $302 million , respectively. The contractual amounts of a credit-related financial instrument, such as a commitment to extend credit, a credit-card arrangement or a letter of credit, represent the amount of potential accounting loss should the commitment be fully drawn upon, the customer were to default, and the value of any existing collateral securing the customer’s payment obligation becomes worthless. The loss reserve for unfunded loan commitments was $350 thousand at both March 31, 2019 and December 31, 2018 .
As a result, we use the same credit policies in making commitments to extend credit and conditional obligations as we do for on-balance sheet instruments. Commitments generally have fixed expiration dates; however, since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis, using the same credit underwriting standards that are employed in making commercial loans. The amount of collateral obtained, if any, upon an extension of credit is based on our evaluation of the creditworthiness of the customer. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, residential real estate and income-producing commercial properties.
Borrowings
At March 31, 2019 and December 31, 2018 , our borrowings and contractual obligations consisted of the following:
(Dollars in thousands)
March 31, 2019
 
December 31, 2018
FHLB advances—short-term
$
40,000

 
$
40,000

FHLB advances—long-term

 

Total
$
40,000

 
$
40,000


The table below sets forth the amounts of, the interest rates we pay on, and the maturity dates of these FHLB borrowings. These borrowings had a weighted-average annualized interest rate of 2.65% for the three months ended March 31, 2019 .

28


Principal Amounts
 
Interest Rate
 
Maturity Dates
(Dollars in thousands)
10,000

 
2.66
%
 
May 28, 2019
10,000

 
2.65
%
 
June 26, 2019
10,000

 
2.64
%
 
July 15, 2019
10,000

 
2.63
%
 
September 4, 2019
At March 31, 2019 , $847 million of loans were pledged to support our FHLB borrowings and our unfunded borrowing capacity. As of March 31, 2019 , we had unused borrowing capacity of $357 million with the FHLB. The highest amount of borrowings outstanding at any month-end during the three months ended March 31, 2019 was $40 million .
As of December 31, 2018 , we had $40.0 million of outstanding short-term borrowings and no outstanding long-term borrowings that we had obtained from the FHLB. These borrowings had a weighted-average annualized interest rate of 2.54% for the year ended December 31, 2018 . As of December 31, 2018 , we had unused borrowing capacity of $365 million with the FHLB. The highest amount of borrowings outstanding at any month-end during the year ended December 31, 2018 was $40.9 million .
Litigation, Claims and Assessments
We are a defendant in or a party to a number of legal actions or proceedings that arise in the ordinary course of business. In some of these actions and proceedings, claims for monetary damages are asserted against us.
In accordance with applicable accounting guidance, we establish an accrued liability for lawsuits or other legal proceedings when they present loss contingencies that are both probable and estimable. We estimate any potential loss based upon currently available information and significant judgments and a variety of assumptions, and known and unknown uncertainties. Moreover, the facts and circumstances on which such estimates are based will change over time. Therefore, the amount of any losses we might incur in any lawsuits or other legal proceedings may exceed amounts which we had accrued based on our estimates and those estimates do not represent the maximum loss exposure that we may have in connection with any lawsuits or other legal proceedings.
In December 2016, following an ongoing review related to alleged discriminatory practices within our discontinued mortgage banking business, we received notice that the U.S. Department of Justice (“DOJ”) had authorized a potential enforcement action against the Bank. During the year ended December 31, 2018, we settled this matter with the DOJ for $1.0 million , which we have fully accrued and funded as of March 31, 2019 .
Based on our evaluation of the remaining lawsuits and other proceedings that were pending against us as of March 31, 2019 , the outcomes in those suits or other proceedings are not expected to have, either individually or in the aggregate, a material adverse effect on our consolidated financial position, results of operations or cash flows. However, in light of the inherent uncertainties involved, some of which are beyond our control, and the very large or indeterminate damages often sought in such legal actions or proceedings, an adverse outcome in one or more of these suits or proceedings could be material to our results of operations or cash flows for any particular reporting period.

12. Business Segment Information
We have one reportable business segment, commercial banking. The commercial banking segment provides small and medium-size businesses, professional firms and individuals with a diversified range of products and services such as various types of deposit accounts, various types of commercial and consumer loans, cash management services, and online banking services.
Since our operating segment derives all of its revenues from interest and noninterest income and interest expense constitutes its most significant expense, this segment is reported below using net interest income (interest income less interest expense) and noninterest income (primarily net gains on sales of small business administration loans and fee income). We do not allocate general and administrative expenses or income taxes to our operating segment.

29


The following table sets forth information regarding the net interest income and noninterest income for our commercial banking segment for the three months ended March 31, 2019 and 2018 .
(Dollars in thousands)
Commercial
 
Other (1)
 
Total
Net interest income for the three months ended March 31,
 
 
 
 
 
2019
$
12,284

 
$
(233
)
 
$
12,051

2018
$
11,601

 
$
584

 
$
12,185

Noninterest income for the three months ended March 31,
 
 
 
 
 
2019
$
1,483

 
$
7

 
$
1,490

2018
$
1,049

 
$
6

 
$
1,055

Segment Assets at:
 
 
 
 
 
March 31, 2019
$
1,398,165

 
$
475

 
$
1,398,640

December 31, 2018
$
1,349,097

 
$
241

 
$
1,349,338

 
(1)
Represents net interest income and noninterest income for PMAR and PMBC.

30


13. Regulatory Capital
Under federal banking regulations that apply to all United States-based bank holding companies over $3 billion in total assets and all federally insured banks, the Bank (on a stand-alone basis) must meet specific capital adequacy requirements that, for the most part, involve quantitative measures, primarily in terms of the ratios of their capital to their assets, liabilities, and certain off-balance sheet items, calculated under regulatory accounting practices. The Company (on a consolidated basis) is below the reporting threshold of $3 billion in total assets and therefore is not subject to the same capital adequacy requirements. Under those regulations, each federally insured bank is determined by its primary federal bank regulatory agency to come within one of the following capital adequacy categories on the basis of its capital ratios:
well-capitalized
adequately capitalized
undercapitalized
significantly undercapitalized; or
critically undercapitalized
Certain qualitative assessments also are made by a banking institution’s primary federal regulatory agency that could lead the agency to determine that the banking institution should be assigned to a lower capital category than the one indicated by the quantitative measures used to assess the institution’s capital adequacy. At each successive lower capital category, a banking institution is subject to greater operating restrictions and increased regulatory supervision by its federal bank regulatory agency.
The following table sets forth the capital and capital ratios of the Bank (on a stand-alone basis) at March 31, 2019 , as compared to the regulatory requirements applicable to it.
 
 
 
 
 
 
Applicable Federal Regulatory Requirement
 
 
 
For Capital
Adequacy Purposes
 
To be Categorized As
Well-Capitalized
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
Total Capital to Risk Weighted Assets
162,868

 
13.4
%
 
104,549

 
At least 8.625
 
$
121,217

 
At least 10.0
 
 
 
 
 
 
 
 
 
 
 
 
Common Equity Tier 1 Capital to Risk Weighted Assets
151,004

 
12.5
%
 
62,124

 
At least 5.125
 
$
78,791

 
At least 6.5
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 Capital to Risk Weighted Assets
151,004

 
12.5
%
 
80,306

 
At least 6.625
 
$
96,973

 
At least 8.0
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 Capital to Average Assets
151,004

 
10.9
%
 
55,521

 
At least 4.0
 
$
69,401

 
At least 5.0
In early July 2013, the Federal Reserve Board and the FDIC issued final rules implementing the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes. The rules revise minimum capital requirements and adjust prompt correct action thresholds.  The final rules revise the regulatory capital elements, add a new common equity Tier 1 capital ratio, increase the minimum Tier 1 capital ratio requirement, and implement a new capital conservation buffer. The rules also permit certain banking organizations to retain, through a one-time election, the existing treatment for accumulated other comprehensive income. The final rules took effect for community banks on January 1, 2015, subject to a transition period for certain parts of the rules. At March 31, 2019 , the Bank (on a stand-alone basis) continued to qualify as a well-capitalized institution under the capital adequacy guidelines described above.

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
Statements contained in this Quarterly Report on Form 10-Q (this “Report”) that are not historical facts or that discuss our expectations, beliefs or views regarding our future operations or future financial performance, or financial or other trends in our business or in the markets in which we operate, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,”

31


“forecast,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” The information contained in such forward-looking statements is based on current information available to us and on assumptions that we make about future economic and market conditions and other events over which we do not have control. In addition, our business and the markets in which we operate are subject to a number of risks and uncertainties. Such risks and uncertainties, and the occurrence of events in the future or changes in circumstances that had not been anticipated, could cause our financial condition or actual operating results in the future to differ materially from our expected financial condition or operating results that are set forth in the forward-looking statements contained in this Report and could, therefore, also affect the price performance of our shares.
In addition to the risk of incurring loan losses and provision for loan losses, which is an inherent risk of the banking business, these risks and uncertainties include, but are not limited to, the following: the risk that the credit quality of our borrowers declines; potential declines in the value of the collateral for secured loans; the risk that steps we have taken to strengthen our overall credit administration are not effective; the risk of a downturn in the United States economy, and domestic or international economic conditions, which could cause us to incur additional loan losses and adversely affect our results of operations in the future; the risk that our interest margins and, therefore, our net interest income will be adversely affected by changes in prevailing interest rates; the risk that we will not succeed in further reducing our remaining nonperforming assets, in which event we would face the prospect of further loan charge-offs and write-downs of assets; the risk that we will not be able to manage our interest rate risks effectively, in which event our operating results could be harmed; the prospect of changes in government regulation of banking and other financial services organizations, which could impact our costs of doing business and restrict our ability to take advantage of business and growth opportunities; the risk that our efforts to develop a robust commercial banking platform may not succeed; and the risk that we may be unable to realize our expected level of increasing deposit inflows. Readers of this Report are encouraged to review the additional information regarding these and other risks and uncertainties to which our business is subject that is contained in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018 (the “ 2018 Form 10-K”) that we filed with the Securities and Exchange Commission (“SEC”) on March 11, 2019, as such information may be updated from time to time in subsequent Quarterly Reports on Form 10-Q that we file with the SEC. We urge you to read those risk factors in conjunction with your review of the following discussion and analysis of our results of operations for the three months ended, and our financial condition at, March 31, 2019 .
Due to the risks and uncertainties we face, readers are cautioned not to place undue reliance on the forward-looking statements contained in this Report, which speak only as of the date of this Report, or to make predictions about future performance based solely on historical financial performance. We also disclaim any obligation to update forward-looking statements contained in this Report as a result of new information, future events or otherwise, except as may otherwise be required by law.

Overview
The following discussion presents information about our consolidated results of operations, financial condition, liquidity and capital resources and should be read in conjunction with our consolidated financial statements and the notes thereto included in Item 1 above of this Report.
Our principal operating subsidiary is Pacific Mercantile Bank (the “Bank”), which is a California state chartered bank. The Bank accounts for substantially all of our consolidated revenues, expenses and income and our consolidated assets and liabilities. Accordingly, the following discussion focuses primarily on the Bank’s results of operations and financial condition.
As of March 31, 2019 , our total assets, net loans and total deposits were $1.4 billion , $1.1 billion and $1.2 billion , respectively.
The Bank, which is headquartered in Orange County, California, approximately 40 miles south of Los Angeles, conducts a commercial banking business in Orange, Los Angeles, San Bernardino and San Diego counties in Southern California. The Bank is also a member of the Federal Reserve System and its deposits are insured, to the maximum extent permitted by law, by the Federal Deposit Insurance Corporation (the “FDIC”). For the three months ended March 31, 2019 and 2018, we operated as one reportable segment, Commercial Banking.
Unless the context otherwise requires, the “Company,” “we,” “our,” “ours,” and “us” refer to Pacific Mercantile Bancorp and its consolidated subsidiaries.
Results of Operations
Operating Results for the Three Months Ended March 31, 2019 and 2018     
Our operating results for the three months ended March 31, 2019 , compared to the same period in March 31, 2018 , were as follows:

32


 
Three Months Ended March 31,
 
2019 vs. 2018
% Change
 
2019
 
2018
 
 
(Dollars in thousands)
Interest income
$
16,167

 
$
15,015

 
7.7
 %
Interest expense
4,116

 
2,830

 
45.4
 %
Provision for loan and lease losses
3,300

 

 
100.0
 %
Non-interest income
1,490

 
1,055

 
41.2
 %
Non-interest expense
8,983

 
9,533

 
(5.8
)%
Income tax expense
376

 

 
100.0
 %
Net income
882

 
3,707

 
(76.2
)%
Interest Income
Three Months Ended March 31, 2019 and 2018
Total interest income increased 7.7% to $16.2 million for the three months ended March 31, 2019 from $15.0 million for the three months ended March 31, 2018 . This was primarily due to an increase in interest earned on loans and short-term investments as a result of higher average balances and an increase in the average yield during the three months ended March 31, 2019 as compared to the same prior year period. During the three months ended March 31, 2019 and 2018 , interest income on loans was $14.5 million and $14.0 million , respectively, yielding 5.45% and 5.36% on average loan balances of $1.1 billion and $1.1 billion , respectively. The increase in average loan yield is primarily attributable to the Board of Governors of the Federal Reserve System (“Federal Reserve Board”) raising short-term interest rates by 75 basis points since the first quarter of 2018, partially offset by the reversal of $114 thousand of interest income during the first quarter of 2019 and the recovery of $769 thousand in interest income on one loan relationship that had been on nonaccrual status but was paid off during the three months ended March 31, 2018.
During the three months ended March 31, 2019 and 2018 , interest income from our securities available-for-sale and stock was $292 thousand and $274 thousand , respectively, yielding 3.02% and 2.59% on average balances of $39.2 million and $43.0 million , respectively. The average securities balances decreased as a result of the maturities of, and payments on, securities available-for-sale, partially offset by the purchase of $2.5 million in available-for-sale securities during 2018. Interest income from our short-term investments, including our Federal Funds sold and interest-bearing deposits, was $1.4 million and $696 thousand for the three months ended March 31, 2019 and 2018 , respectively, yielding 2.44% and 1.56% on average balances of $225.6 million and $180.6 million , respectively. The increase in interest income from our short-term investments was primarily attributable to a higher average balance during the three months ended March 31, 2019 as compared to the three months ended March 31, 2018 , and an increase in the average yield during the same period. The increase in the average yield is attributable to the Federal Reserve Board raising short-term interest rates by 75 basis points since the first quarter of 2018. As a result, total interest income on investments increased for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018 .

Interest Expense
Three Months Ended March 31, 2019 and 2018
Total interest expense increased 45.4% for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 . The increase was primarily due to an increase in our cost of funds from 1.35% at March 31, 2018 to 1.89% at March 31, 2019 and an increase in the average balance of interest-bearing liabilities from $849.8 million at March 31, 2018 to $883.2 million at March 31, 2019 , which consisted of deposits, borrowings and junior subordinated debentures. Our cost of funds increased as a result of the actions of the Federal Reserve Board to raise short-term interest rates by 75 basis points since the first quarter of 2018. The increase in our average balance of interest-bearing liabilities is primarily the result of higher deposits due to new client acquisition, our decision to increase the rate of interest paid on our non-maturing interest bearing deposits and our certificates of deposit resulting from the rising interest rate environment, and an increase in our Federal Home Loan Bank (“FHLB”) borrowings. Interest expense on our certificates of deposit for the three months ended March 31, 2019 and 2018 was $1.3 million and $1.4 million , respectively, with a cost of funds of 2.01% and 1.56% on average balances of $272.3 million and $358.3 million , respectively.

33


Net Interest Margin
One of the principal determinants of a bank’s income is its net interest income, which is the difference between (i) the interest that a bank earns on loans, investment securities and other interest earning assets, on the one hand, and (ii) its interest expense, which consists primarily of the interest it must pay to attract and retain deposits and the interest that it pays on borrowings and other interest-bearing liabilities, on the other hand. As a general rule, all other things being equal, the greater the difference or “spread” between the amount of our interest income and the amount of our interest expense, the greater will be our net income; whereas, a decline in that difference or “spread” will generally result in a decline in our net income.
A bank’s interest income and interest expense are affected by a number of factors, some of which are outside of its control, including national and local economic conditions and the monetary policies of the Federal Reserve Board which affect interest rates, competition in the market place for loans and deposits, the demand for loans and the ability of borrowers to meet their loan payment obligations. Net interest income, when expressed as a percentage of total average interest earning assets, is a banking organization’s “net interest margin.”
As a result of the Federal Reserve Board raising interest rates by 75 basis points since the first quarter of 2018, we experienced expansion in our net interest margin. The favorable impact of higher prevailing interest rates on our asset-sensitive balance sheet was evidenced in the three months ended March 31, 2019 as compared to the three months ended March 31, 2018. While we are unable to ascertain whether the Federal Reserve Board will continue to increase short-term interest rates in the future, we expect the favorable impact on our net interest margin to remain in the event that interest rates continue to rise. However, we believe that the competition for deposits is increasing and could lead to increases in the cost of interest-bearing deposit liabilities that may partially offset the contractual increase in the yield on earning assets.
The following table sets forth information regarding our average balances, yields on interest earning assets, interest expense on interest-bearing liabilities, the interest rate spread and the interest rate margin for the three months ended March 31, 2019 and 2018 . Average balances are calculated based on average daily balances.
 
Three Months Ended March 31,
 
2019
 
2018
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
(Dollars in thousands)
Interest-earning assets
 
 
 
 
 
 
 
 
 
 
 
Short-term investments (1)
$
225,561

 
$
1,355

 
2.44
%
 
$
180,605

 
$
696

 
1.56
%
Securities available for sale and stock (2)
39,203

 
292

 
3.02
%
 
42,968

 
274

 
2.59
%
Loans (3)
1,080,771

 
14,520

 
5.45
%
 
1,062,938

 
14,045

 
5.36
%
Total interest-earning assets
1,345,535

 
16,167

 
4.87
%
 
1,286,511

 
15,015

 
4.73
%
Noninterest-earning assets
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
15,084

 
 
 
 
 
15,835

 
 
 
 
All other assets
29,231

 
 
 
 
 
6,383

 
 
 
 
Total assets
$
1,389,850

 
 
 
 
 
$
1,308,729

 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing checking accounts
$
95,475

 
$
161

 
0.68
%
 
$
84,581

 
$
113

 
0.54
%
Money market and savings accounts
457,975

 
2,114

 
1.87
%
 
349,330

 
984

 
1.14
%
Certificates of deposit
272,256

 
1,349

 
2.01
%
 
358,301

 
1,381

 
1.56
%
Other borrowings
40,000

 
258

 
2.62
%
 
40,044

 
166

 
1.68
%
Junior subordinated debentures
17,527

 
234

 
5.41
%
 
17,527

 
186

 
4.30
%
Total interest bearing liabilities
883,233

 
4,116

 
1.89
%
 
849,783

 
2,830

 
1.35
%
Noninterest bearing liabilities
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
341,134

 
 
 
 
 
331,842

 
 
 
 
Accrued expenses and other liabilities
22,277

 
 
 
 
 
10,920

 
 
 
 
Shareholders  equity
143,206

 
 
 
 
 
116,184

 
 
 
 
Total liabilities and shareholders  equity
$
1,389,850

 
 
 
 
 
$
1,308,729

 
 
 
 
Net interest income
 
 
$
12,051

 
 
 
 
 
$
12,185

 
 
Net interest income/spread
 
 
 
 
2.98
%
 
 
 
 
 
3.38
%
Net interest margin
 
 
 
 
3.63
%
 
 
 
 
 
3.84
%
 
(1)
Short-term investments consist of Federal Funds sold and interest bearing deposits that we maintain at other financial institutions.
(2)
Stock consists of FHLB stock and FRBSF stock.
(3)
Loans include the average balance of nonaccrual loans.
 
 
 
 
 
 
 
 
 
 
 
 

34


The following table sets forth changes in interest income, including loan fees, and interest paid in the three months ended March 31, 2019 and 2018 and the extent to which those changes were attributable to changes in (i) the volumes of or the rates of interest earned on interest-earning assets and (ii) the volumes of or the rates of interest paid on our interest-bearing liabilities.
 
 
Three Months Ended March 31, 2019 Compared to
Three Months Ended March 31, 2018 Increase (Decrease) due to Changes in
 
Volume
 
Rates
 
Total Increase
(Decrease)
 
(Dollars in thousands)
Interest income
 
 
 
 
 
Short-term investments (1)
$
203

 
$
456

 
$
659

Securities available for sale and stock (2)
(25
)
 
43

 
18

Loans
238

 
237

 
475

Total earning assets
416

 
736

 
1,152

Interest expense
 
 
 
 
 
Interest-bearing checking accounts
16

 
32

 
48

Money market and savings accounts
370

 
760

 
1,130

Certificates of deposit
(375
)
 
343

 
(32
)
Borrowings

 
92

 
92

Junior subordinated debentures

 
48

 
48

Total interest-bearing liabilities
11

 
1,275

 
1,286

Net interest income
$
405

 
$
(539
)
 
$
(134
)
 
(1)
Short-term investments consist of Federal Funds sold and interest bearing deposits that we maintain at other financial institutions.
(2)
Stock consists of FHLB stock and FRBSF stock.
Provision for Loan and Lease Losses
We maintain reserves to provide for loan losses that occur in the ordinary course of the banking business. When it is determined that the payment in full of a loan has become unlikely, the carrying value of the loan is reduced (“written down”) to what management believes is its realizable value or, if it is determined that a loan no longer has any realizable value, the carrying value of the loan is written off in its entirety (a loan “charge-off”). Loan charge-offs and write-downs are charged against our allowance for loan and lease losses (“ALLL”). The amount of the ALLL is increased periodically to replenish the ALLL after it has been reduced due to loan write-downs or charge-offs. The ALLL also is increased or decreased periodically to reflect increases or decreases in the volume of outstanding loans and to take account of changes in the risk of probable loan losses due to financial performance of borrowers, the value of collateral securing non-performing loans or changing economic conditions. Increases in the ALLL are made through a “provision for loan and lease losses” that is recorded as an expense in the statement of operations. Increases in the ALLL are also recognized through the recovery of charged-off loans which are added back to the ALLL. As such, recoveries are a direct offset for a provision for loan and lease losses that would otherwise be needed to replenish or increase the ALLL.
We employ economic models and data that conform to bank regulatory guidelines and reflect sound industry practices as well as our own historical loan loss experience to determine the sufficiency of the ALLL and any provisions needed to increase or replenish the ALLL. Those determinations involve judgments and assumptions about current economic conditions and external events that can impact the ability of borrowers to meet their loan obligations. However, the duration and impact of these factors cannot be determined with any certainty. As such, unanticipated changes in economic or market conditions, bank regulatory guidelines or the sound practices that are used to determine the sufficiency of the ALLL, could require us to record additional, and possibly significant, provisions to increase the ALLL. This would have the effect of reducing reportable income or, in the most extreme circumstance, creating a reportable loss. In addition, the Federal Reserve Bank and the California Department of Business Oversight (“CDBO”), as an integral part of their regulatory oversight, periodically review the adequacy of our ALLL. These agencies may require us to make additional provisions for perceived potential loan losses, over and above the provisions that we have already made, the effect of which would be to reduce our income or increase any losses we might incur.
We recorded a $3.3 million provision for loan and lease losses during the three months ended March 31, 2019 as a result of total charge offs of $5.7 million, which primarily related to one large credit, partially offset by a decline in the level of classified assets. We recorded no provision for loan and lease losses during the three months ended March 31, 2018 primarily as a result of

35


reserves for new loan growth being offset by a decline in the level of classified assets. During the three months ended March 31, 2019 , we had net charge-offs of $5.3 million .
See “— Financial Condition—Nonperforming Assets and Allowance for Loan and Lease Losses ” below in this Item 2 for additional information regarding the ALLL.
Noninterest Income
The following table identifies the components of and the percentage changes in noninterest income during the three months ended March 31, 2019 and 2018 :  
 
Three Months Ended March 31,
 
Amount
 
Amount
 
Percentage
Change
 
2019
 
2018
 
2019 vs. 2018
 
(Dollars in thousands)
Service fees on deposits and other banking services
$
398

 
$
387

 
2.8
 %
Net gain on sale of securities available for sale

 
48

 
(100.0
)%
Net loss on sale of other assets
(25
)
 
(4
)
 
525.0
 %
Net gain on sale of Small Business Administration loans
300

 

 
100.0
 %
Other noninterest income
817

 
624

 
30.9
 %
Total noninterest income
$
1,490

 
$
1,055

 
41.2
 %
Three Months Ended March 31, 2019 and 2018
Noninterest income increased by $435 thousand , or 41.2% , for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018 , primarily as a result of:
An increase in gain on sale of SBA loans during the first quarter of 2019 as compared to the same period in 2018; and
An increase in credit card and wire transfer fees during the first quarter of 2019 as compared to the same period in 2018; partially offset by
A gain of $48 thousand on the sale of securities available for sale during the three months ended March 31, 2018 that did not occur in the same period in 2019.
Noninterest Expense
The following table sets forth the principal components and the amounts of, and the percentage changes in, noninterest expense during the three months ended March 31, 2019 and 2018 .
 
Three Months Ended March 31,
 
2019
 
2018
 
2019 vs. 2018
 
Amount
 
Amount
 
Percent Change
 
(Dollars in thousands)
Salaries and employee benefits
$
5,441

 
$
6,160

 
(11.7
)%
Occupancy
627

 
618

 
1.5
 %
Equipment and depreciation
461

 
446

 
3.4
 %
Data processing
518

 
392

 
32.1
 %
FDIC expense
164

 
282

 
(41.8
)%
Other real estate owned expense, net
68

 

 
100.0
 %
Professional fees
796

 
749

 
6.3
 %
Business development
196

 
184

 
6.5
 %
Loan related expense
186

 
170

 
9.4
 %
Insurance
61

 
63

 
(3.2
)%
Other operating expenses (1)
465

 
469

 
(0.9
)%
Total noninterest expense
$
8,983

 
$
9,533

 
(5.8
)%
 
(1)
Other operating expenses primarily consist of telephone, investor relations, promotional, regulatory expenses, and correspondent bank fees.

36


Three Months Ended March 31, 2019 and 2018
Noninterest expense decreased $550 thousand , or 5.8% , for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018 , primarily as a result of:
A decrease of $719 thousand in salaries and employee benefits primarily related to a decrease in the incentive compensation accrual during the first quarter of 2019;
A decrease of $118 thousand in our FDIC insurance expenses primarily related to a decrease in our premium; partially offset by
An increase of $47 thousand in our professional fees primarily related to higher legal fees in the first quarter of 2019;
An increase of $126 thousand in our data processing fees primarily related to a higher loan and deposit volume in the first quarter of 2019; and
An increase in various expense accounts related to the normal course of operating, including expenses related to loan production and business development during the three months ended March 31, 2019 as compared to the three months ended March 31, 2018.
Provision for Income Tax     
For the three months ended March 31, 2019 , we had income tax expense of $376 thousand as a result of our operating income. Accounting rules specify that management must evaluate the deferred tax asset on a recurring basis to determine whether enough positive evidence exists to determine whether it is more-likely-than-not that the deferred tax asset will be available to offset or reduce future taxes. The tax code allows net operating losses incurred prior to December 31, 2017 to be carried forward for 20 years from the date of the loss, and based on its evaluation, management believes that the Company will be able to realize the deferred tax asset within the period that our net operating losses may be carried forward. Due to the hierarchy of evidence that the accounting rules specify, management determined that there continued to be enough positive evidence to support no valuation allowance on our deferred tax asset at March 31, 2019 . Significant positive evidence included our three-year cumulative income position, continued improvement in asset quality, and the expectation that we will continue to have positive earnings based on ten trailing quarters of positive income and our forecast. Negative evidence included our accumulated deficit.
For the three months ended March 31, 2018 , we had no provision for income tax recorded as a result of our full valuation allowance of $11.6 million at March 31, 2018 . During the three months ended March 31, 2018 , management evaluated the positive and negative evidence and determined that there was enough negative evidence to support the full valuation allowance of $11.6 million at March 31, 2018 . While management believed that the Company would be able to realize the deferred tax asset within the period that our operating losses may be carried forward, we were unable to assert the timing as to when that realization would occur. Negative evidence at March 31, 2018 included our accumulated deficit and our three-year cumulative loss position.
Financial Condition
Assets
Our total assets increased by $49 million at March 31, 2019 compared to December 31, 2018 . The following table sets forth the composition of our interest earning assets at:
 
March 31, 2019
 
December 31, 2018
 
(Dollars in thousands)
Interest-bearing deposits with financial institutions (1)
$
246,338

 
$
174,468

Interest-bearing time deposits with financial institutions
2,420

 
2,420

Federal Reserve Bank of San Francisco and Federal Home Loan Bank Stock, at cost
8,822

 
8,822

Securities available for sale, at fair value
29,421

 
31,231

Loans (net of allowances of $11,514 and $13,506, respectively)
1,062,997

 
1,083,240

 
(1)
Includes interest-earning balances maintained at the FRBSF.
Investment Portfolio
Securities Available for Sale . Securities that we intend to hold for an indefinite period of time, but which may be sold in response to changes in liquidity needs, in interest rates, or in prepayment risks or other similar factors, are classified as “securities available for sale”. Such securities are recorded on our balance sheet at their respective fair values and increases or decreases in

37


those values are recorded as unrealized gains or losses, respectively, and are reported as other comprehensive income (loss) on our accompanying consolidated statements of financial condition, rather than included in or deducted from our earnings.
The following is a summary of the major components of securities available for sale and a comparison of the amortized cost, estimated fair values and the gross unrealized gains and losses attributable to those securities, as of March 31, 2019 and December 31, 2018 :
(Dollars in thousands)
Amortized Cost
 
Gross
Unrealized Gain
 
Gross
Unrealized Loss
 
Estimated
Fair Value
Securities available for sale at March 31, 2019:
 
 
 
 
 
 
 
U.S. Treasury securities
$
1,999

 
$

 
$
(9
)
 
$
1,990

Commercial mortgage backed securities issued by U.S. Agencies
4,465

 
79

 

 
4,544

Residential mortgage backed securities issued by U.S. Agencies
23,437

 
2

 
(552
)
 
22,887

Total securities available for sale
$
29,901

 
$
81

 
$
(561
)
 
$
29,421

Securities available for sale at December 31, 2018:
 
 
 
 
 
 
 
U.S. Treasury securities
$
2,999

 
$

 
$
(19
)
 
$
2,980

Commercial mortgage backed securities issued by U.S. Agencies
4,495

 
40

 
(1
)
 
4,534

Residential mortgage backed securities issued by U.S. Agencies
24,739

 
1

 
(1,023
)
 
23,717

Total securities available for sale
$
32,233

 
$
41

 
$
(1,043
)
 
$
31,231

The amortized cost of securities available for sale at March 31, 2019 is shown in the table below by contractual maturities taking into consideration historical prepayments based on the prior twelve months of principal payments. Expected maturities will differ from contractual maturities and historical prepayments, particularly with respect to collateralized mortgage obligations, if any, primarily because prepayment rates are affected by changes in conditions in the interest rate market and, therefore, future prepayment rates may differ from historical prepayment rates.
 
March 31, 2019 Maturing in
 
One year or less
 
Over one year through five years
 
Over five years through ten years
 
Over ten years
 
Total
(Dollars in thousands)
Amortized Cost
 
Weighted
Average
Yield
 
Amortized Cost
 
Weighted
Average
Yield
 
Amortized Cost
 
Weighted
Average
Yield
 
Amortized Cost
 
Weighted
Average
Yield
 
Amortized Cost
 
Weighted
Average
Yield
Securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
$
1,999

 
1.33
%
 
$

 
%
 
$

 
%
 
$

 
%
 
$
1,999

 
1.33
%
Commercial mortgage backed securities issued by U.S. Agencies
201

 
3.21
%
 
778

 
3.20
%
 
2,375

 
3.31
%
 
1,111

 
3.27
%
 
4,465

 
3.28
%
Residential mortgage-backed securities issued by U.S. Agencies
4,690

 
1.49
%
 
12,520

 
1.55
%
 
6,046

 
1.67
%
 
181

 
3.18
%
 
23,437

 
1.58
%
Total securities available for sale
$
6,890

 
1.49
%
 
$
13,298

 
1.65
%
 
$
8,421

 
2.13
%
 
$
1,292

 
3.26
%
 
$
29,901

 
1.82
%

38



Loans
The following table sets forth the composition, by loan category, of our loan portfolio at March 31, 2019 and December 31, 2018 :
 
March 31, 2019
 
December 31, 2018
 
Amount
 
Percent
 
Amount
 
Percent
 
(Dollars in thousands)
Commercial loans
$
448,021

 
41.8
%
 
$
444,441

 
40.6
%
Commercial real estate loans – owner occupied
213,334

 
19.9
%
 
211,645

 
19.3
%
Commercial real estate loans – all other
220,106

 
20.5
%
 
226,441

 
20.7
%
Residential mortgage loans – multi-family
91,856

 
8.6
%
 
97,173

 
8.9
%
Residential mortgage loans – single family
19,776

 
1.8
%
 
21,176

 
1.9
%
Construction and land development loans
29,261

 
2.7
%
 
38,496

 
3.5
%
Consumer loans
49,549

 
4.6
%
 
54,514

 
5.0
%
Total loans
1,071,903

 
100.0
%
 
1,093,886

 
100.0
%
Deferred loan origination costs, net
2,608

 
 
 
2,860

 
 
Allowance for loan and lease losses
(11,514
)
 
 
 
(13,506
)
 
 
Loans, net
$
1,062,997

 
 
 
$
1,083,240

 
 
Commercial loans are loans to businesses to finance capital purchases or improvements, or to provide cash flow for operations. Commercial real estate and residential mortgage loans are loans secured by trust deeds on real properties, including commercial properties and single family and multi-family residences. Construction loans are interim loans to finance specific construction projects. Land development loans are loans secured by non-arable bare land. Consumer loans include installment loans to consumers.
The following table sets forth the maturity distribution of our loan portfolio (excluding single and multi-family residential mortgage loans and consumer loans) at March 31, 2019 :
 
March 31, 2019
 
One Year
or Less
 
Over One
Year
Through
Five Years
 
Over Five
Years
 
Total
 
(Dollars in thousands)
Real estate loans (1)
 
 
 
 
 
 
 
Floating rate
$
58,701

 
$
28,420

 
$
122,844

 
$
209,965

Fixed rate
1,809

 
77,111

 
173,816

 
252,736

Commercial loans
 
 
 
 
 
 
 
Floating rate
118,619

 
206,359

 
45,389

 
370,367

Fixed rate
14,924

 
33,001

 
29,729

 
77,654

Total
$
194,053

 
$
344,891

 
$
371,778

 
$
910,722

 
(1)
Does not include mortgage loans on single or multi-family residences or consumer loans, which totaled $111.6 million and $49.5 million , respectively, at March 31, 2019 .
Nonperforming Assets and Allowance for Loan and Lease Losses
Nonperforming Assets . Nonperforming loans consist of (i) loans on nonaccrual status which are loans on which the accrual of interest has been discontinued and include restructured loans when there has not been a history of past performance on debt service in accordance with the contractual terms of the restructured loans, and (ii) loans 90 days or more past due and still accruing interest. Nonperforming assets are comprised of non-performing loans and other real estate owned (“OREO”), which consists of real properties that we have acquired by or in lieu of foreclosure and which we intend to offer for sale.
Loans are placed on nonaccrual status when, in our opinion, the full timely collection of principal or interest is in doubt. Generally, the accrual of interest is discontinued when principal or interest payments become more than 90 days past due, unless we believe the loan is adequately collateralized and the loan is in the process of collection. However, in certain instances, we may place a particular loan on nonaccrual status earlier, depending upon the individual circumstances involved in that loan’s delinquency. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is reversed against current income. Subsequent

39


collections of unpaid amounts on such a loan are applied to reduce principal when received, except when the ultimate collectability of principal is probable, in which case such payments are applied to interest and are credited to income. Nonaccrual loans may be restored to accrual status if and when principal and interest become current and full repayment is expected. Interest income is recognized on the accrual basis for impaired loans which, based on our nonaccrual policy, do not require nonaccrual treatment.
The following table sets forth information regarding our nonperforming assets, as well as information regarding restructured loans, at March 31, 2019 and December 31, 2018 :
 
At March 31, 2019
 
At December 31, 2018
 
(Dollars in thousands)
Nonaccrual loans:
 
 
 
Commercial loans
$
475

 
$
3,352

Commercial real estate
807

 
831

Residential real estate

 

Consumer
39

 
43

Total nonaccrual loans
$
1,321

 
$
4,226

Other real estate owned (OREO):
 
 
 
Commercial loans
$

 
$
1,173

Total other real estate owned
$

 
$
1,173

Loans past due 90 days and still accruing interest:
 
 
 
Commercial loans
$

 
$
1,278

Total loans past due 90 days and still accruing interest
$

 
$
1,278

Other nonperforming assets:
 
 
 
Other foreclosed assets
96

 
91

Total nonperforming assets
$
1,417

 
$
6,768

Restructured loans (1) :
 
 
 
Accruing loans
$

 
$

Nonaccruing loans (included in nonaccrual loans above)

 

Total restructured loans
$

 
$

 
(1)
As of March 31, 2019 and December 31, 2018, we had no restructured loans.
As the table above indicates, total nonperforming assets decreased by approximately $5.4 million, or 79.1%, to $1.4 million as of March 31, 2019 from $6.8 million as of December 31, 2018 . The decrease in our non-performing loans resulted primarily from $2.9 million of payoffs or paydowns on our nonaccrual loans, charge-offs of $49 thousand and the transfer to other assets of $58 thousand during the three months ended March 31, 2019 , partially offset primarily by the addition of one new loan relationships totaling $87 thousand during the same period. The decrease in our OREO owned balance from December 31, 2018 resulted from the sale during the first quarter of 2019 of the single property owned by the Bank.
Information Regarding Impaired Loans . At March 31, 2019 , loans deemed impaired totaled $1.3 million as compared to $4.2 million at December 31, 2018 . We had an average investment in impaired loans of $2.8 million for the three months ended March 31, 2019 , as compared to $6.8 million for the three months ended March 31, 2018. The interest that would have been earned during the three months ended March 31, 2019 had the nonaccruing impaired loans remained current in accordance with their original terms was approximately $28 thousand .
The following table sets forth the amount of impaired loans to which a portion of the ALLL has been specifically allocated, and the aggregate amount so allocated, in accordance with Accounting Standards Codification 310-10, and the amount of the ALLL and the amount of impaired loans for which no such allocations were made, in each case at March 31, 2019 and December 31, 2018 :
 
March 31, 2019
 
December 31, 2018
 
Loans
 
Reserves for
Loan Losses
 
% of
Reserves to
Loans
 
Loans
 
Reserves for
Loan Losses
 
% of
Reserves to
Loans
 
(Dollars in thousands)
Impaired loans with specific reserves
$

 
$

 
%
 
$

 
$

 
%
Impaired loans without specific reserves
1,321

 

 

 
4,226

 

 

Total impaired loans
$
1,321

 
$

 
%
 
$
4,226

 
$

 
%

40


The $2.9 million decrease in impaired loans to $1.3 million at March 31, 2019 from $4.2 million at December 31, 2018 was primarily attributable to $2.9 million in principal payments, $58 thousand transferred to other assets and $49 thousand charged-off during the three months ended March 31, 2019, partially offset by the addition of $87 thousand to impaired loans during the same period. Based on an internal analysis, using the current estimated fair values of the collateral or the discounted present values of the future estimated cash flows of the impaired loans, we concluded that, at March 31, 2019 , no specific reserves were required on our impaired loans and that all impaired loans were well secured and adequately collateralized.
Allowance for Loan and Lease Losses . The ALLL totaled $11.5 million , representing 1.07% of loans outstanding, at March 31, 2019 , as compared to $13.5 million, or 1.23% of loans outstanding, at December 31, 2018 .
The adequacy of the ALLL is determined through periodic evaluations of the loan portfolio and other factors that can reasonably be expected to affect the ability of borrowers to meet their loan obligations. Those factors are inherently subjective as the process for determining the adequacy of the ALLL involves some significant estimates and assumptions about such matters such as (i) economic conditions and trends and the amounts and timing of expected future cash flows of borrowers which can affect their ability to meet their loan obligations to us, (ii) the fair value of the collateral securing non-performing loans, (iii) estimates of losses that we may incur on non-performing loans, which are determined on the basis of historical loss experience and industry loss factors and bank regulatory guidelines, which are subject to change, and (iv) various qualitative factors. Since those factors are subject to changes in economic and other conditions and changes in regulatory guidelines or other circumstances over which we have no control, the amount of the ALLL may prove to be insufficient to cover all of the loan losses we might incur in the future. In such an event, it may become necessary for us to increase the ALLL from time to time to maintain its adequacy. Such increases are effectuated by means of a charge to income, referred to as the “provision for loan and lease losses”, in our statements of our operations. See “— Results of Operations Provision for Loan and Lease Losses , above in this Item 2.
The amount of the ALLL is first determined by assigning reserve ratios for all loans. All nonaccrual loans and other loans classified as “Special Mention,” “Substandard” or “Doubtful” (“classified loans” or “classification categories”) and not fully collateralized are then assigned specific reserves within the ALLL, with greater reserve allocations made to loans deemed to be of a higher risk. These ratios are determined based on prior loss history and industry guidelines and loss factors, by type of loan, adjusted for current economic factors and current economic trends. Refer to Note 5, Loans and Allowance for Loan and Lease Losses , in Item 1 for definitions related to our internal asset quality indicators stated above.
On a quarterly basis, we utilize a classification based loan loss migration model as well as review individual loans in determining the adequacy of the ALLL. Our loss migration analysis tracks a certain number of quarters of loan loss history and industry loss factors to determine historical losses by classification category for each loan type, except certain consumer loans (automobile, mortgage and credit cards), which are analyzed as homogeneous loan pools. These calculated loss factors are then applied to outstanding loan balances. We analyze impaired loans individually.
In determining whether and the extent to which we will make adjustments to our loan loss migration model for purposes of determining the ALLL, we also consider a number of qualitative factors that can affect the performance and the collectability of the loans in our loan portfolio. Such qualitative factors include:
The effects of changes that we may make in our loan policies or underwriting standards on the quality of the loans and the risks in our loan portfolios;
Trends and changes in local, regional and national economic conditions, as well as changes in industry specific conditions, and any other reasonably foreseeable events that could affect the performance or the collectability of the loans in our loan portfolios;
Material changes that may occur in the mix or in the volume of the loans in our loan portfolios that could alter, whether positively or negatively, the risk profile of those portfolios;
Changes in management or loan personnel or other circumstances that could, either positively or negatively, impact the application of our loan underwriting standards, the monitoring of nonperforming loans or our loan collection efforts; and
External factors that, in addition to economic conditions, can affect the ability of borrowers to meet their loan obligations, such as fires, earthquakes and terrorist attacks.
Determining the effects that these qualitative factors may have on the performance of each category of loans in our loan portfolio requires numerous judgments, assumptions and estimates about conditions, trends and events which may subsequently prove to have been incorrect due to circumstances outside of our control. Moreover, the effects of qualitative factors such as these on the performance of our loan portfolios are often difficult to quantify. As a result, we may sustain loan losses in any particular period that are sizable in relation to the ALLL or that may even exceed the ALLL.

41


Set forth below is information regarding loan balances and the related ALLL, by portfolio type, for the three months ended March 31, 2019 and 2018 .
(Dollars in thousands)
Commercial
 
Real  Estate
 
Construction and land
Development
 
Consumer 
and Single
Family
Mortgages
 
Unallocated
 
Total
ALLL for the three months ended March 31, 2019:
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of year
$
8,071

 
$
3,643

 
$
426

 
$
1,290

 
$
76

 
$
13,506

Charge-offs
(5,669
)
 

 

 
(29
)
 

 
(5,698
)
Recoveries
401

 

 

 
5

 

 
406

Provision
4,092

 
(934
)
 
(131
)
 
220

 
53

 
3,300

Balance at March 31, 2019
$
6,895

 
$
2,709

 
$
295

 
$
1,486

 
$
129

 
$
11,514

Allowance for loan and lease losses as a percentage of average total loans
 
 
 
 
 
 
 
 
 
 
1.07
%
Allowance for loan and lease losses as a percentage of total outstanding loans
 
 
 
 
 
 
 
 
 
 
1.07
%
Ratio of net charge-offs to average loans outstanding (annualized)
 
 
 
 
 
 
 
 
 
 
1.99
%
ALLL for the three months ended March 31, 2018:
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of year
$
9,155

 
$
2,906

 
$
650

 
$
1,043

 
$
442

 
$
14,196

Charge-offs
(1,068
)
 

 

 

 

 
(1,068
)
Recoveries
272

 

 

 
5

 

 
277

Provision
(725
)
 
349

 
238

 
64

 
74

 

Balance at March 31, 2018
$
7,634

 
$
3,255

 
$
888

 
$
1,112

 
$
516

 
$
13,405

Allowance for loan and lease losses as a percentage of average total loans
 
 
 
 
 
 
 
 
 
 
1.26
%
Allowance for loan and lease losses as a percentage of total outstanding loans
 
 
 
 
 
 
 
 
 
 
1.26
%
Ratio of net charge-offs to average loans outstanding (annualized)
 
 
 
 
 
 
 
 
 
 
0.30
%
The ALLL decreased $1.9 million from March 31, 2018 to March 31, 2019 primarily as a result of a decrease in our classified loan portfolio during the twelve months ended March 31, 2019 , which was partially offset by charge-offs exceeding recoveries and new loan growth during that same period. The reserve for loan losses may include an unallocated amount based upon our judgment as to possible credit losses inherent in the loan portfolio that may not have been captured by historical loss experience, qualitative factors, or specific evaluations of impaired loans. Unallocated reserves may be adjusted for factors including, but not limited to, unexpected or unusual events, volatile market and economic conditions, effects of changes or seasoning in methodologies, regulatory guidance and recommendations, or other factors that may impact borrower operating conditions and loss expectations. Management’s judgment as to unallocated reserves is determined in the context of, but separate from, the historical loss trends and qualitative factors described above. The unallocated reserve for loan losses of $129 thousand at March 31, 2019 has increased $53 thousand from the balance at December 31, 2018, primarily due to some uncertainties related to our classified loans as of March 31, 2019 .  Management believes that the amount of unallocated reserve for loan losses is appropriate and will continue to evaluate it on an ongoing basis.
We classify our loan portfolios using asset quality ratings. The credit quality table in Note 5, Loans and Allowance for Loan and Lease Losses above in Item 1, provides a summary of loans by portfolio type and asset quality ratings as of March 31, 2019 and December 31, 2018 . Loans totaled approximately $1.1 billion at March 31, 2019 , a decrease of $22.0 million from $1.1 billion at December 31, 2018 . The disaggregation of the loan portfolio by risk rating in the credit quality table located in Note 5 reflects the following changes that occurred between December 31, 2018 and March 31, 2019 :
Loans rated “Pass” totaled $1.0 billion , a decrease of $24.0 million from $1.1 billion at December 31, 2018 . The decrease was primarily attributable to downgrades to “Special Mention” and “Substandard” of $5.0 million and $2.6 million, respectively, and paydowns of principal payments, partially offset by new loan growth.

42


Loans rated “Special Mention” totaled $20.0 million , an increase of $4.7 million from $15.3 million at December 31, 2018 . The increase was primarily the result of $5.0 million downgraded from “Pass” and line increases on existing loans of $2.8 million, partially offset by $3.1 million of payoffs and principal payments.
Loans rated “Substandard” totaled $4.0 million , a decrease of $2.7 million from $6.7 million at December 31, 2018 . This decrease was primarily the result of $5.3 million in principal payments and charge offs of $21 thousand, partially offset by $2.6 million downgraded from “Pass”.
Our loss migration analysis currently utilizes a series of nineteen staggered 16-quarter migration periods. As a result, for purposes of determining applicable loss factors at March 31, 2019 , our migration analysis covered the period from September 30, 2013 to March 31, 2018. We believe this was consistent with and reasonably reflects current economic conditions, portfolio trends and the risks that were inherent in our loan portfolio at March 31, 2019 .
The table below sets forth loan delinquencies, by quarter, for the five preceding quarters ended March 31, 2019 .
 
March 31, 2019
 
December 31, 2018
 
September 30, 2018
 
June 30, 2018
 
March 31, 2018
Loans Delinquent:
(Dollars in thousands)
90 days or more:
 
 
 
 
 
 
 
 
 
Commercial loans
$

 
$
4,273

 
$
2,669

 
$
2,669

 
$
1,385

 

 
4,273

 
2,669

 
2,669

 
1,385

30-89 days:
 
 
 
 
 
 
 
 
 
Commercial loans
351

 
3,705

 
6,357

 
6,798

 
100

Commercial real estate
807

 
831

 
4,720

 
3,870

 
1,746

Consumer loans

 
13

 

 

 
18

 
1,158

 
4,549

 
11,077

 
10,668

 
1,864

Total Past Due (1)(2) :
$
1,158

 
$
8,822

 
$
13,746

 
$
13,337

 
$
3,249

 
(1)
Past due balances include nonaccrual loans.
(2)
No loans 90 days or more past due at March 31, 2019.
As the above table indicates, total past due loans decreased by $7.7 million , to $1.2 million at March 31, 2019 from $8.8 million at December 31, 2018 . Loans past due 90 days or more decreased by $4.3 million , to $0 at March 31, 2019 , from $4.3 million at December 31, 2018 primarily resulting from $4.2 million of payoffs.
Loans 30-89 days past due decreased by $3.4 million to $1.2 million at March 31, 2019 from $4.5 million at December 31, 2018 primarily attributable to $3.7 million of payoffs, partially offset by the addition of one commercial loan for $351 thousand.
Deposits
Average Balances of and Average Interest Rates Paid on Deposits
Set forth below are the average amounts of, and the average rates paid on, deposits for the three months ended March 31, 2019 and year ended December 31, 2018 :
 
Three Months Ended March 31, 2019
 
Year Ended December 31, 2018
 
Average
Balance
 
Average
Rate
 
Average
Balance
 
Average
Rate
 
(Dollars in thousands)
Noninterest bearing demand deposits
$
341,134

 

 
$
348,923

 

Interest-bearing checking accounts
95,475

 
0.68
%
 
69,841

 
0.52
%
Money market and savings deposits
457,975

 
1.87
%
 
412,366

 
1.54
%
Time deposits (1)
272,256

 
2.01
%
 
315,189

 
1.70
%
Total deposits
$
1,166,840

 
1.26
%
 
$
1,146,319

 
1.05
%
 
 
(1)
Comprised of time certificates of deposit in denominations of less than and more than $100,000.

43


Deposit Totals
Deposits totaled $1.2 billion at March 31, 2019 as compared to $1.1 billion at December 31, 2018 . The following table provides information regarding the mix of our deposits at March 31, 2019 and December 31, 2018 :
 
At March 31, 2019
 
At December 31, 2018
 
Amounts
 
% of Total Deposits
 
Amounts
 
% of Total Deposits
 
(Dollars in thousands)
Deposits
 
 
 
 
 
 
 
Noninterest bearing demand deposits
$
364,083

 
30.9
%
 
$
340,406

 
30.0
%
Savings and other interest-bearing transaction deposits
550,297

 
46.6
%
 
524,499

 
46.2
%
Time deposits (1)
266,970

 
22.6
%
 
271,097

 
23.9
%
Total deposits
$
1,181,350

 
100.0
%
 
$
1,136,002

 
100.0
%
 
 
(1)
Comprised of time certificates of deposit in denominations of less than and more than $100,000.
Certificates of deposit in denominations of $100,000 or more, on which we pay higher rates of interest than on other deposits, aggregated $240.8 million , or 20.4% , of total deposits at March 31, 2019 , as compared to $244.2 million , or 21.5% , of total deposits at December 31, 2018 .
Set forth below is a maturity schedule of domestic time certificates of deposit outstanding at March 31, 2019 and December 31, 2018 :
 
March 31, 2019
 
December 31, 2018
Maturities
Certificates of
Deposit Under
$ 100,000
 
Certificates of
Deposit $100,000
or more
 
Certificates of
Deposit Under
$100,000
 
Certificates of
Deposit $100,000
or more
 
(Dollars in thousands)
Three months or less
$
4,796

 
$
64,743

 
$
7,074

 
$
60,802

Over three and through six months
5,646

 
47,493

 
5,162

 
64,020

Over six and through twelve months
11,536

 
78,664

 
9,936

 
80,212

Over twelve months
4,190

 
49,902

 
4,710

 
39,181

Total
$
26,168

 
$
240,802

 
$
26,882

 
$
244,215

Other Assets and Other Liabilities
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability measured on a discounted basis and a right-of-use asset a specified asset for the lease term. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. The new standard had a material effect on our financial statements related to the recognition of new ROU assets and lease liabilities on our balance sheet for our office operating leases.
During the three months ended March 31, 2019 , we recognized additional operating liabilities of $11.1 million , with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. We recorded a $207 thousand adjustment to our beginning retained earnings. Refer to the Note 1, Significant Accounting Policies and Note 6, Leases above in Item 1 for further detail.

Liquidity
We actively manage our liquidity needs to ensure that sufficient funds are available to meet our needs for cash, including to fund new loans and deposit withdrawals by our customers. We project the future sources and uses of funds and maintain liquid funds for unanticipated events. Our primary sources of cash include cash we have on deposit at other financial institutions, payments from borrowers on their loans, proceeds from sales or maturities of securities held for sale, sales of residential mortgage loans, increases in deposits and increases in borrowings principally from the FHLB. The primary uses of cash include funding new loans and making advances on existing lines of credit, purchasing investments, including securities available for sale, funding new residential mortgage loans, funding deposit withdrawals and paying operating expenses. We maintain funds in overnight Federal

44


Funds sold and other short-term investments to provide for short-term liquidity needs. We also have obtained credit lines from the FHLB and other financial institutions to meet any additional liquidity requirements we might have. See “— Contractual Obligations Borrowings ” below for additional information related to our borrowings from the FHLB.
Our liquid assets, which included cash and due from banks, Federal Funds sold, interest earning deposits that we maintain with financial institutions and unpledged securities available for sale (excluding FRBSF and FHLB stock) totaled $276.4 million , which represented 20% of total assets, at March 31, 2019 . We believe that our cash and cash equivalent resources, together with available borrowings under our credit facilities, will be sufficient to meet normal operating requirements for at least the next twelve months, including to enable us to meet any increase in deposit withdrawals that might occur in the foreseeable future.
Cash Flow Provided by Operating Activities . During the three months ended March 31, 2019 , operating activities provided net cash of $4.8 million , primarily attributable to our net income of $822 thousand and a $3.3 million non-cash adjustment related to our provision for loan and lease losses. During the three months ended March 31, 2018 , operating activities provided net cash of $2.4 million , primarily attributable to our net income of $3.7 million, partially offset by a decrease in our other liabilities, which resulted from the payment of our accrued incentive compensation for 2017.
Cash Flow Provided by (Used in) Investing Activities . During the three months ended March 31, 2019 , investing activities provided net cash of $19.5 million , primarily attributable to a $16.7 million decrease in loans, $2.3 million of cash provided from maturities of and principal payments on securities available for sale and other stock and $1.1 million of cash provided from the sale of other real estate owned, partially offset by the purchase of $594 thousand of equity securities without readily determinable fair values. During the three months ended March 31, 2018 , investing activities provided net cash of $9.3 million , primarily attributable to $6.9 million of cash from the sale of debt securities available for sale and equity securities and $1.6 million of cash from maturities of and principal payments on securities available for sale and other stock and a $1.0 million decrease in loans.
Cash Flow Used in Financing Activities . During the three months ended March 31, 2019 , financing activities used net cash of $45.3 million , consisting of a $45.3 million increase in our deposits, which was primarily the result of new client acquisition, which has resulted in relationships with growing operating companies that are attracting capital investment. During the three months ended March 31, 2018 , financing activities used net cash of $25.3 million , consisting of a $25.4 million decrease in our deposits, which was primarily the result of seasonality and our decision to keep the rates of interest offered on new and renewing certificates of deposit below the rates offered by many of the other banks against which we compete for these deposits.
Ratio of Loans to Deposits . The relationship between gross loans and total deposits can provide a useful measure of a bank’s liquidity. Since repayment of loans tends to be less predictable than the maturity of investments and other liquid resources, the higher the loan-to-deposit ratio the less liquid are our assets. On the other hand, since we realize greater yields on loans than we do on investments, a lower loan-to-deposit ratio can adversely affect interest income and earnings. As a result, our goal is to achieve a loan-to-deposit ratio that appropriately balances the requirements of liquidity and the need to generate a fair return on our assets. At March 31, 2019 and December 31, 2018 , the loan-to-deposit ratio was 91% and 96% , respectively.
Capital Resources
Regulatory Capital Requirements Applicable to Banking Institutions
Under federal banking regulations that apply to all United States-based bank holding companies over $3 billion in total assets and all federally insured banks, the Bank (on a stand-alone basis) must meet specific capital adequacy requirements that, for the most part, involve quantitative measures, primarily in terms of the ratios of their capital to their assets, liabilities, and certain off-balance sheet items, calculated under regulatory accounting practices. The Company (on a consolidated basis) is below the reporting threshold of $3 billion in total assets and therefore is not subject to the same capital adequacy requirements. Under those regulations, each federally insured bank is determined by its primary federal bank regulatory agency to come within one of the following capital adequacy categories on the basis of its capital ratios:
well-capitalized
adequately capitalized
undercapitalized
significantly undercapitalized; or
critically undercapitalized
Certain qualitative assessments also are made by a banking institution’s primary federal regulatory agency that could lead the agency to determine that the banking institution should be assigned to a lower capital category than the one indicated by the quantitative measures used to assess the institution’s capital adequacy. At each successive lower capital category, a banking institution is subject to greater operating restrictions and increased regulatory supervision by its federal bank regulatory agency.

45


The following table sets forth the capital and capital ratios of the Bank (on a stand-alone basis) at March 31, 2019 , as compared to the regulatory requirements applicable to it.
 
 
 
 
 
 
Applicable Federal Regulatory Requirement
 
 
 
For Capital
Adequacy Purposes
 
To be Categorized As
Well-Capitalized
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
Total Capital to Risk Weighted Assets
162,868

 
13.4
%
 
104,549

 
At least 8.625
 
$
121,217

 
At least 10.0
 
 
 
 
 
 
 
 
 
 
 
 
Common Equity Tier 1 Capital to Risk Weighted Assets
151,004

 
12.5
%
 
62,124

 
At least 5.125
 
$
78,791

 
At least 6.5
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 Capital to Risk Weighted Assets
151,004

 
12.5
%
 
80,306

 
At least 6.625
 
$
96,973

 
At least 8.0
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 Capital to Average Assets
151,004

 
10.9
%
 
55,521

 
At least 4.0
 
$
69,401

 
At least 5.0
As the above table indicates, at March 31, 2019 , the Bank (on a stand-alone basis) qualified as a “well-capitalized” institution under federally mandated capital standards and federally established prompt corrective action regulations. Since March 31, 2019 , there have been no events or circumstances known to us which have changed or which are expected to result in a change in the Bank’s classifications as a well-capitalized institution.
In early July 2013, the Federal Reserve Board and the FDIC issued final rules implementing the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes.  The rules revise minimum capital requirements and adjust prompt corrective action thresholds.  The final rules revise the regulatory capital elements, add a new common equity Tier 1 capital ratio, increase the minimum Tier 1 capital ratio requirement, and implement a new capital conservation buffer.  The rules also permit certain banking organizations to retain, through a one-time election, the existing treatment for accumulated other comprehensive income.  The final rules took effect for community banks on January 1, 2015, subject to a transition period for certain parts of the rules.  At March 31, 2019 , the Bank (on a stand-alone basis) continued to qualify as a well-capitalized institution under the capital adequacy guidelines described above.
Dividend Policy and Share Repurchase Programs.
It is, and since the beginning of 2009 it has been, the policy of the Boards of Directors of the Company and the Bank to preserve cash to enhance our capital positions and the Bank’s liquidity. In addition, we have agreed that the Bank will not, without the FRB and the CDBO’s prior written approval, pay any dividends to Bancorp. Accordingly, we do not expect to pay dividends or make share repurchases for the foreseeable future.
The principal source of cash available to a bank holding company consists of cash dividends from its bank subsidiaries. There are currently several restrictions on the Bank’s ability to pay us cash dividends. Government regulations, including the laws of the State of California, as they pertain to the payment of cash dividends by California state-chartered banks, limits the amount of funds that the Bank is permitted to dividend to us. Further, Section 23(a) of the Federal Reserve Act limits the amounts that a bank may loan to its bank holding company to an aggregate of no more than 10% of the bank subsidiary’s capital surplus and retained earnings and requires that such loans be secured by specified assets of the bank holding company. We have committed to obtaining approval from the FRB and the CDBO prior to Bancorp paying any dividends, or making any distributions representing interest, principal or other sums on subordinated debentures or trust preferred securities. There can be no assurance that our regulators will approve such payments or dividends in the future. Refer to “ Supervision and Regulation ” in Item 1 of our 2018 Form 10-K and Note 14, Shareholders’ Equity in the notes to our consolidated financial statements on our 2018 Form 10-K for more detail regarding the regulatory restrictions on our and the Bank’s ability to pay dividends. In addition, we currently have sufficient cash on hand to meet our cash obligations. As a result, we do not expect that these restrictions will impact our ability to meet our cash obligations.


46


Off-Balance Sheet Arrangements
Loan Commitments and Standby Letters of Credit . To meet the financing needs of our customers in the normal course of business, we are a party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit and standby letters of credit. At March 31, 2019 and December 31, 2018 , we were committed to fund certain loans including letters of credit amounting to approximately $297 million and $302 million , respectively.
Commitments to extend credit and standby letters of credit generally have fixed expiration dates or other termination clauses and the customer may be required to pay a fee and meet other conditions in order to draw on those commitments or standby letters of credit. We expect, based on historical experience, that many of the commitments will expire without being drawn upon and, therefore, the total commitment amounts do not necessarily represent future cash requirements.
To varying degrees, commitments to extend credit involve elements of credit and interest rate risk for us that are in excess of the amounts recognized in our balance sheets. Our maximum exposure to credit loss in the event of nonperformance by the customers to whom such commitments are made could potentially be equal to the amount of those commitments. As a result, before making such a commitment to a customer, we evaluate the customer’s creditworthiness using the same underwriting standards that we would apply if we were approving loans to the customer. In addition, we often require the customer to secure its payment obligations for amounts drawn on such commitments with collateral such as accounts receivable, inventory, property, plant and equipment, income-producing commercial properties, residential properties and properties under construction. As a consequence, our exposure to credit and interest rate risk on such commitments is not different in character or amount than risks inherent in the outstanding loans in our loan portfolio.
Standby letters of credit are conditional commitments issued by the Bank to guarantee a payment obligation of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers.
Contractual Obligations
Borrowings . At March 31, 2019 and December 31, 2018 , our borrowings consisted of the following:
(Dollars in thousands)
March 31, 2019
 
December 31, 2018
FHLB advances—short-term
$
40,000

 
$
40,000

FHLB advances—long-term

 

Total
$
40,000

 
$
40,000


The table below sets forth the amounts of, the interest rates we pay on, and the maturity dates of these FHLB borrowings. These borrowings had a weighted-average annualized interest rate of 2.65% for the three months ended March 31, 2019 .
Principal Amounts
 
Interest Rate
 
Maturity Dates
(Dollars in thousands)
10,000

 
2.66
%
 
May 28, 2019
10,000

 
2.65
%
 
June 26, 2019
10,000

 
2.64
%
 
July 15, 2019
10,000

 
2.63
%
 
September 4, 2019
At March 31, 2019 , $847 million of loans were pledged to support our unfunded borrowing capacity. At March 31, 2019 , we had unused borrowing capacity of $357 million with the FHLB. The highest amount of borrowings outstanding at any month-end during the three months ended March 31, 2019 was $40.0 million from the FHLB. The highest amount of borrowings outstanding at any month end in 2018 consisted of $40.9 million of borrowings from the FHLB.
Junior Subordinated Debentures . Pursuant to rulings of the Federal Reserve Board, bank holding companies were permitted to issue long term subordinated debt instruments that, subject to certain conditions, would qualify as and, therefore, augment capital for regulatory purposes. At March 31, 2019 , we had outstanding approximately $17.5 million principal amount of Debentures, of which $17.0 million would qualify as additional Tier 1 capital for regulatory purposes as of March 31, 2019 if we were to surpass the reporting threshold of $3 billion in total assets.

47


Set forth below is certain information regarding the Debentures:
Original Issue Dates
Principal Amount
 
Interest Rates
 
Maturity Dates (1)
September 2002
$
7,217

 
LIBOR plus 3.40%
 
September 2032
October 2004
10,310

 
LIBOR plus 2.00%
 
October 2034
Total
$
17,527

 
 
 
 
 
 
(1)
Subject to the receipt of prior regulatory approval, we may redeem the Debentures, in whole or in part, without premium or penalty, at any time prior to maturity.
These Debentures require quarterly interest payments, which are used to make quarterly distributions required to be paid on the corresponding trust preferred securities. Subject to certain conditions, we have the right, at our discretion, to defer those interest payments, and the corresponding distributions on the trust preferred securities, for up to five years. Exercise of this deferral right does not constitute a default of our obligations to pay the interest on the Debentures or the corresponding distributions that are payable on the trust preferred securities. We have committed to obtaining approval from the FRB and the CDBO prior to making any distributions representing interest, principal or other sums on subordinated debentures or trust preferred securities. Refer to “ Supervision and Regulation ” in Item 1 of our 2018 Form 10-K for further detail. As of March 31, 2019 , we were current on all interest payments. There can be no assurance that our regulators will approve such payments in the future.
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and general practices in the banking industry. Certain of those accounting policies are considered critical accounting policies, because they require us to make assumptions and judgments regarding circumstances or trends that could affect the carrying value of our material assets, such as, for example, assumptions regarding economic conditions or trends that could impact our ability to fully collect our loans or ultimately realize the carrying value of certain of our other assets, such as securities available for sale and our deferred tax asset. Those assumptions and judgments are based on current information available to us regarding those economic conditions or trends or other circumstances. If adverse changes were to occur in the conditions, trends or other events on which our assumptions or judgments had been based, then under GAAP it could become necessary for us to reduce the carrying values of any affected assets on our balance sheet. In addition, because reductions in the carrying value of assets are sometimes effectuated by or require charges to income, such reductions also may have the effect of reducing our income.
There have been no significant changes during the three months ended March 31, 2019 to the items that we disclosed as our critical accounting policies and estimates in Critical Accounting Policies within Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2018 Form 10-K.

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As an accelerated filer subject to the smaller reporting company disclosure requirements we are not required to provide the information required by this item.

ITEM 4.     CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports 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 such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC rules, an evaluation was performed under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness, as of March 31, 2019 , of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2019 , the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file under the Exchange Act is

48


recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

49


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
We are subject to legal actions that arise from time to time in the ordinary course of our business. Currently, neither we nor any of our subsidiaries is a party to, and none of our or our subsidiaries’ property is the subject of, any material legal proceeding.

ITEM 1A. RISK FACTORS
There have been no material changes in our assessment of our risk factors from those set forth in our 2018 Form 10-K.


50


ITEM 6. EXHIBITS
Exhibit No.
 
Description of Exhibit
 
 
 
 
3.1
 
 
 
 
3.2
 
 
 
 
3.3
 
 
 
 
3.4
 
 
 
 
3.5
 
 
 
 
10.1
 
 
 
 
 
 
 
31.1
 
 
 
31.2
 
 
 
 
32.1**
 
 
 
32.2**
 
 
 
 
Exhibit 101.INS
 
XBRL Instance Document
 
 
Exhibit 101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
Exhibit 101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
Exhibit 101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
Exhibit 101.LAB
 
XBRL Taxonomy Extension Labels Linkbase Document
 
 
Exhibit 101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document

** Furnished herewith.

51


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, on May 3, 2019 .
 
PACIFIC MERCANTILE BANCORP
 
 
By:
 
/s/ THOMAS M. VERTIN
 
 
Thomas M. Vertin
 
 
President and Chief Executive Officer
 
 
(Principal Executive Officer)
PACIFIC MERCANTILE BANCORP
 
 
By:
 
/s/ CURT A. CHRISTIANSSEN
 
 
Curt A. Christianssen
 
 
Chief Financial Officer
 
 
(Principal Financial Officer)


52
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