|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
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)
|
|
Large accelerated filer
|
|
o
|
|
Accelerated filer
|
|
x
|
Non-accelerated filer
|
|
o
|
|
Smaller reporting company
|
|
x
|
|
|
|
|
Emerging growth company
|
|
o
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, without par value
|
"PMBC"
|
Nasdaq Global Select Market
|
|
|
|
Page No.
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
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||
|
|
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|
|
June 30, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
17,561
|
|
|
$
|
13,250
|
|
Interest bearing deposits with financial institutions
|
247,680
|
|
|
174,468
|
|
||
Cash and cash equivalents
|
265,241
|
|
|
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
|
7,910
|
|
|
8,822
|
|
||
Securities available for sale, at fair value
|
28,393
|
|
|
31,231
|
|
||
Loans (net of allowances of $11,474 and $13,506, respectively)
|
1,077,595
|
|
|
1,083,240
|
|
||
Other real estate owned
|
—
|
|
|
1,173
|
|
||
Accrued interest receivable
|
4,365
|
|
|
4,003
|
|
||
Premises and equipment, net
|
922
|
|
|
1,039
|
|
||
Net deferred tax assets
|
8,795
|
|
|
10,935
|
|
||
Other assets
|
23,476
|
|
|
18,757
|
|
||
Total assets
|
$
|
1,419,117
|
|
|
$
|
1,349,338
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Noninterest-bearing
|
$
|
378,063
|
|
|
$
|
340,406
|
|
Interest-bearing
|
821,567
|
|
|
795,596
|
|
||
Total deposits
|
1,199,630
|
|
|
1,136,002
|
|
||
Borrowings
|
40,000
|
|
|
40,000
|
|
||
Accrued interest payable
|
497
|
|
|
361
|
|
||
Other liabilities
|
15,547
|
|
|
14,074
|
|
||
Junior subordinated debentures
|
17,527
|
|
|
17,527
|
|
||
Total liabilities
|
1,273,201
|
|
|
1,207,964
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, no par value, 2,000,000 shares authorized:
|
|
|
|
||||
Series A Non-Voting Preferred Stock, no par value, 0 and 1,467,155 shares authorized at June 30, 2019 and December 31, 2018, respectively; 0 and 1,467,155 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively
|
—
|
|
|
8,480
|
|
||
Common stock, no par value, 85,000,000 shares of common stock and 2,000,000 shares of non-voting common stock authorized; 23,514,870 and 21,916,195 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively
|
152,445
|
|
|
143,466
|
|
||
Accumulated deficit
|
(6,025
|
)
|
|
(9,428
|
)
|
||
Accumulated other comprehensive loss
|
(504
|
)
|
|
(1,144
|
)
|
||
Total shareholders’ equity
|
145,916
|
|
|
141,374
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,419,117
|
|
|
$
|
1,349,338
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Interest income:
|
|
|
|
|
|
|
|
||||||||
Loans, including fees
|
$
|
14,586
|
|
|
$
|
14,788
|
|
|
$
|
29,106
|
|
|
$
|
28,833
|
|
Securities available for sale and stock
|
260
|
|
|
262
|
|
|
551
|
|
|
536
|
|
||||
Interest-bearing deposits with financial institutions
|
1,620
|
|
|
864
|
|
|
2,975
|
|
|
1,560
|
|
||||
Total interest income
|
16,466
|
|
|
15,914
|
|
|
32,632
|
|
|
30,929
|
|
||||
Interest expense:
|
|
|
|
|
|
|
|
||||||||
Deposits
|
3,753
|
|
|
3,082
|
|
|
7,377
|
|
|
5,560
|
|
||||
Borrowings
|
494
|
|
|
385
|
|
|
985
|
|
|
737
|
|
||||
Total interest expense
|
4,247
|
|
|
3,467
|
|
|
8,362
|
|
|
6,297
|
|
||||
Net interest income
|
12,219
|
|
|
12,447
|
|
|
24,270
|
|
|
24,632
|
|
||||
Provision for loan and lease losses
|
—
|
|
|
—
|
|
|
3,300
|
|
|
—
|
|
||||
Net interest income after provision for loan and lease losses
|
12,219
|
|
|
12,447
|
|
|
20,970
|
|
|
24,632
|
|
||||
Noninterest income
|
|
|
|
|
|
|
|
||||||||
Service fees on deposits and other banking services
|
443
|
|
|
407
|
|
|
840
|
|
|
794
|
|
||||
Net gain on sale of securities available for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
||||
Net gain on sale of Small Business Administration loans
|
300
|
|
|
—
|
|
|
600
|
|
|
—
|
|
||||
Net loss on sale of other assets
|
(11
|
)
|
|
—
|
|
|
(36
|
)
|
|
(4
|
)
|
||||
Other noninterest income
|
654
|
|
|
729
|
|
|
1,472
|
|
|
1,353
|
|
||||
Total noninterest income
|
1,386
|
|
|
1,136
|
|
|
2,876
|
|
|
2,191
|
|
||||
Noninterest expense
|
|
|
|
|
|
|
|
||||||||
Salaries and employee benefits
|
5,737
|
|
|
5,916
|
|
|
11,177
|
|
|
12,076
|
|
||||
Occupancy
|
647
|
|
|
590
|
|
|
1,274
|
|
|
1,208
|
|
||||
Equipment and depreciation
|
480
|
|
|
457
|
|
|
941
|
|
|
903
|
|
||||
Data processing
|
526
|
|
|
380
|
|
|
1,044
|
|
|
772
|
|
||||
FDIC expense
|
193
|
|
|
266
|
|
|
357
|
|
|
548
|
|
||||
Other real estate owned expense, net
|
1
|
|
|
8
|
|
|
69
|
|
|
8
|
|
||||
Professional fees
|
1,190
|
|
|
636
|
|
|
1,986
|
|
|
1,386
|
|
||||
Business development
|
241
|
|
|
315
|
|
|
437
|
|
|
499
|
|
||||
Loan related expense
|
122
|
|
|
183
|
|
|
307
|
|
|
353
|
|
||||
Insurance
|
61
|
|
|
62
|
|
|
123
|
|
|
125
|
|
||||
Other operating expense
|
509
|
|
|
486
|
|
|
976
|
|
|
954
|
|
||||
Total noninterest expense
|
9,707
|
|
|
9,299
|
|
|
18,691
|
|
|
18,832
|
|
||||
Income before income taxes
|
3,898
|
|
|
4,284
|
|
|
5,155
|
|
|
7,991
|
|
||||
Income tax provision (benefit)
|
1,170
|
|
|
(11,085
|
)
|
|
1,545
|
|
|
(11,085
|
)
|
||||
Net income allocable to common shareholders
|
$
|
2,728
|
|
|
$
|
15,369
|
|
|
$
|
3,610
|
|
|
$
|
19,076
|
|
Basic income per common share:
|
|
|
|
|
|
|
|
||||||||
Net income allocable to common shareholders
|
$
|
0.12
|
|
|
$
|
0.66
|
|
|
$
|
0.15
|
|
|
$
|
0.82
|
|
Diluted income per common share:
|
|
|
|
|
|
|
|
||||||||
Net income allocable to common shareholders
|
$
|
0.12
|
|
|
$
|
0.65
|
|
|
$
|
0.15
|
|
|
$
|
0.81
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
22,619,993
|
|
|
23,213,382
|
|
|
22,224,376
|
|
|
23,184,877
|
|
||||
Diluted
|
23,615,958
|
|
|
23,557,516
|
|
|
23,581,106
|
|
|
23,502,403
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
2,728
|
|
|
$
|
15,369
|
|
|
$
|
3,610
|
|
|
$
|
19,076
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Change in unrealized holding gain (loss) on securities available for sale
|
273
|
|
|
(41
|
)
|
|
640
|
|
|
(388
|
)
|
||||
Less: Reclassification adjustment for change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
||||
Less: Reclassification adjustment for net gains included in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
||||
Net unrealized holding gain (loss) on securities available for sale
|
273
|
|
|
(41
|
)
|
|
640
|
|
|
(339
|
)
|
||||
Total comprehensive income
|
$
|
3,001
|
|
|
$
|
15,328
|
|
|
$
|
4,250
|
|
|
$
|
18,737
|
|
|
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 income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
367
|
|
|
367
|
|
|||||
Balance at March 31, 2019
|
1,467
|
|
|
$
|
8,480
|
|
|
22,018
|
|
|
$
|
143,666
|
|
|
$
|
(8,753
|
)
|
|
$
|
(777
|
)
|
|
$
|
142,616
|
|
Issuance of restricted stock, net
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exchange Series A Non-Voting Preferred Stock to Series A Non-Voting Common Stock
|
(1,467
|
)
|
|
(8,480
|
)
|
|
1,467
|
|
|
8,480
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|||||
Common stock options exercised
|
—
|
|
|
—
|
|
|
15
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,728
|
|
|
—
|
|
|
2,728
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|
273
|
|
|||||
Balance at June 30, 2019
|
—
|
|
|
—
|
|
|
23,515
|
|
|
152,445
|
|
|
(6,025
|
)
|
|
(504
|
)
|
|
145,916
|
|
|
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 loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(298
|
)
|
|
(298
|
)
|
|||||
Balance at March 31, 2018
|
—
|
|
|
$
|
—
|
|
|
23,313
|
|
|
$
|
150,896
|
|
|
$
|
(33,060
|
)
|
|
$
|
(1,441
|
)
|
|
$
|
116,395
|
|
Issuance of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of restricted stock, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
237
|
|
|
—
|
|
|
—
|
|
|
237
|
|
|||||
Common stock options exercised
|
—
|
|
|
—
|
|
|
67
|
|
|
345
|
|
|
—
|
|
|
—
|
|
|
345
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,369
|
|
|
—
|
|
|
15,369
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(41
|
)
|
|||||
Balance at June 30, 2018
|
—
|
|
|
—
|
|
|
23,378
|
|
|
151,478
|
|
|
(17,691
|
)
|
|
(1,482
|
)
|
|
132,305
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash Flows From Operating Activities:
|
|
|
|
||||
Net income
|
$
|
3,610
|
|
|
$
|
19,076
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
213
|
|
|
193
|
|
||
Provision for loan and lease losses
|
3,300
|
|
|
—
|
|
||
Amortization of premium on securities
|
77
|
|
|
96
|
|
||
Net (gain) loss on sale of securities available for sale
|
—
|
|
|
(48
|
)
|
||
Net amortization of deferred fees and unearned income on loans
|
320
|
|
|
(11
|
)
|
||
Net loss (gain) on sales of other real estate owned
|
66
|
|
|
—
|
|
||
Net loss on sale of other assets
|
36
|
|
|
4
|
|
||
Net gain on sale of small business administration loans
|
(600
|
)
|
|
—
|
|
||
Small business administration loan originations
|
(7,139
|
)
|
|
—
|
|
||
Proceeds from sale of small business administration loans
|
7,800
|
|
|
—
|
|
||
Stock-based compensation expense
|
419
|
|
|
416
|
|
||
Other
|
—
|
|
|
59
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Net (increase) decrease in accrued interest receivable
|
(362
|
)
|
|
(194
|
)
|
||
Net decrease in other assets
|
5,675
|
|
|
1,134
|
|
||
Net (increase) decrease in deferred taxes
|
1,872
|
|
|
(11,085
|
)
|
||
Net decrease (increase) in income taxes receivable
|
390
|
|
|
(53
|
)
|
||
Net increase in accrued interest payable
|
136
|
|
|
15
|
|
||
Net decrease in other liabilities
|
(8,653
|
)
|
|
(1,718
|
)
|
||
Net cash provided by operating activities
|
7,160
|
|
|
7,884
|
|
||
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
|
3,669
|
|
|
3,125
|
|
||
Purchase of securities available for sale and other stock
|
—
|
|
|
(655
|
)
|
||
Proceeds from sale of securities available for sale and other stock
|
912
|
|
|
6,883
|
|
Purchase of other investments
|
(877
|
)
|
|
(141
|
)
|
||
Proceeds from sale of other real estate owned
|
1,107
|
|
|
—
|
|
||
Net decrease in loans
|
1,885
|
|
|
1,997
|
|
||
Purchases of premises and equipment
|
(96
|
)
|
|
(283
|
)
|
||
Proceeds from sale of other assets
|
55
|
|
|
32
|
|
||
Net cash provided by investing activities
|
6,655
|
|
|
11,458
|
|
||
Cash Flows From Financing Activities:
|
|
|
|
||||
Net increase (decrease) in deposits
|
63,628
|
|
|
28,410
|
|
||
Proceeds from borrowings
|
40,000
|
|
|
21,000
|
|
||
Payments of borrowings
|
(40,000
|
)
|
|
(31,727
|
)
|
||
Proceeds from exercise of common stock options
|
80
|
|
|
373
|
|
||
Net cash provided by financing activities
|
63,708
|
|
|
18,056
|
|
||
Net increase (decrease) in cash and cash equivalents
|
77,523
|
|
|
37,398
|
|
||
Cash and Cash Equivalents, beginning of period
|
187,718
|
|
|
198,208
|
|
||
Cash and Cash Equivalents, end of period
|
$
|
265,241
|
|
|
$
|
235,606
|
|
Supplementary Cash Flow Information:
|
|
|
|
||||
Cash paid for interest on deposits and other borrowings
|
$
|
8,226
|
|
|
$
|
6,282
|
|
Cash paid for income taxes
|
$
|
—
|
|
|
$
|
53
|
|
Non-Cash Investing Activities:
|
|
|
|
||||
Transfer of loans into other assets
|
$
|
82
|
|
|
$
|
—
|
|
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
|
$
|
9,919
|
|
|
$
|
—
|
|
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.
|
|
At June 30, 2019
|
||||||||||||||
(Dollars in thousands)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets at Fair Value:
|
|
|
|
|
|
|
|
||||||||
Debt securities available for sale
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
1,996
|
|
|
$
|
—
|
|
|
$
|
1,996
|
|
|
$
|
—
|
|
Commercial mortgage backed securities issued by U.S. Agencies
|
4,586
|
|
|
—
|
|
|
4,586
|
|
|
—
|
|
||||
Residential mortgage backed securities issued by U.S. agencies
|
21,811
|
|
|
—
|
|
|
21,811
|
|
|
—
|
|
||||
Total debt securities available for sale at fair value
|
$
|
28,393
|
|
|
$
|
—
|
|
|
$
|
28,393
|
|
|
$
|
—
|
|
|
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
|
|
|
—
|
|
|
At June 30, 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
|
$
|
1,344
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,344
|
|
|
$
|
4,226
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,226
|
|
Other foreclosed assets
|
82
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
91
|
|
|
—
|
|
||||||||
Other real estate owned
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,173
|
|
|
—
|
|
|
1,173
|
|
|
—
|
|
||||||||
Total
|
$
|
1,426
|
|
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
1,344
|
|
|
$
|
5,490
|
|
|
$
|
—
|
|
|
$
|
1,264
|
|
|
$
|
4,226
|
|
|
Fair Value Measurement as of June 30, 2019
|
|
Valuation Techniques
(2)
|
|
Unobservable Inputs
(2)
|
|
Range
|
|
Weighted Average
|
||
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
||
Assets
|
|
|
|
|
|
|
|
|
|
||
Impaired loans
|
$
|
1,344
|
|
|
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
June 30, 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.
|
|
Estimated Fair Value
|
|||||||||||||||||||||||||||||||||||
At June 30, 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
|
$
|
265,241
|
|
|
$
|
265,241
|
|
|
$
|
265,241
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
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
|
7,910
|
|
|
7,910
|
|
|
7,910
|
|
|
—
|
|
|
—
|
|
|
8,822
|
|
|
8,822
|
|
|
8,822
|
|
|
—
|
|
|
—
|
|
|||||||
Loans, net
|
1,077,595
|
|
|
1,070,951
|
|
|
—
|
|
|
—
|
|
|
1,070,951
|
|
|
1,083,240
|
|
|
1,066,147
|
|
|
—
|
|
|
—
|
|
|
1,066,147
|
|
|||||||
Accrued interest receivable
|
4,365
|
|
|
4,365
|
|
|
4,365
|
|
|
—
|
|
|
—
|
|
|
4,003
|
|
|
4,003
|
|
|
4,003
|
|
|
—
|
|
|
—
|
|
|||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Noninterest bearing deposits
|
378,063
|
|
|
378,063
|
|
|
378,063
|
|
|
—
|
|
|
—
|
|
|
340,406
|
|
|
340,406
|
|
|
340,406
|
|
|
—
|
|
|
—
|
|
|||||||
Interest-bearing deposits
|
821,567
|
|
|
822,553
|
|
|
—
|
|
|
822,553
|
|
|
—
|
|
|
795,596
|
|
|
794,321
|
|
|
—
|
|
|
794,321
|
|
|
—
|
|
|||||||
Borrowings
|
40,000
|
|
|
40,018
|
|
|
—
|
|
|
40,018
|
|
|
—
|
|
|
40,000
|
|
|
39,976
|
|
|
—
|
|
|
39,976
|
|
|
—
|
|
|||||||
Junior subordinated debentures
|
17,527
|
|
|
17,527
|
|
|
—
|
|
|
17,527
|
|
|
—
|
|
|
17,527
|
|
|
17,527
|
|
|
—
|
|
|
17,527
|
|
|
—
|
|
|||||||
Accrued interest payable
|
497
|
|
|
497
|
|
|
497
|
|
|
—
|
|
|
—
|
|
|
361
|
|
|
361
|
|
|
361
|
|
|
—
|
|
|
—
|
|
(Dollars in thousands)
|
June 30, 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
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
1,996
|
|
|
$
|
2,999
|
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
2,980
|
|
Commercial mortgage backed securities issued by U.S. Agencies
(1)
|
4,428
|
|
|
158
|
|
|
—
|
|
|
4,586
|
|
|
4,495
|
|
|
40
|
|
|
(1
|
)
|
|
4,534
|
|
||||||||
Residential mortgage backed securities issued by U.S. Agencies
(2)
|
22,060
|
|
|
2
|
|
|
(251
|
)
|
|
21,811
|
|
|
24,739
|
|
|
1
|
|
|
(1,023
|
)
|
|
23,717
|
|
||||||||
Total
|
$
|
28,487
|
|
|
$
|
160
|
|
|
$
|
(254
|
)
|
|
$
|
28,393
|
|
|
$
|
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 June 30, 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
|
$
|
7,055
|
|
|
$
|
12,948
|
|
|
$
|
7,305
|
|
|
$
|
1,179
|
|
|
$
|
28,487
|
|
Securities available for sale, estimated fair value
|
7,018
|
|
|
12,807
|
|
|
7,345
|
|
|
1,223
|
|
|
28,393
|
|
|||||
Weighted average yield
|
1.47
|
%
|
|
1.60
|
%
|
|
2.21
|
%
|
|
3.26
|
%
|
|
1.79
|
%
|
|
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
|
%
|
|
Securities with Unrealized Loss at June 30, 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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,996
|
|
|
$
|
(3
|
)
|
|
$
|
1,996
|
|
|
$
|
(3
|
)
|
Commercial mortgage backed securities issued by U.S. Agencies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Residential mortgage backed securities issued by U.S. Agencies
|
—
|
|
|
—
|
|
|
19,487
|
|
|
(251
|
)
|
|
19,487
|
|
|
(251
|
)
|
||||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,483
|
|
|
$
|
(254
|
)
|
|
$
|
21,483
|
|
|
$
|
(254
|
)
|
|
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
|
)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in thousands)
|
||||||
Equity investments without readily determinable fair value
|
$
|
2,117
|
|
|
$
|
1,240
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
(Dollars in thousands)
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Commercial loans
|
$
|
441,850
|
|
|
40.7
|
%
|
|
$
|
444,441
|
|
|
40.7
|
%
|
Commercial real estate loans – owner occupied
|
214,233
|
|
|
19.7
|
%
|
|
211,645
|
|
|
19.3
|
%
|
||
Commercial real estate loans – all other
|
221,437
|
|
|
20.4
|
%
|
|
226,441
|
|
|
20.7
|
%
|
||
Residential mortgage loans – multi-family
|
83,966
|
|
|
7.7
|
%
|
|
97,173
|
|
|
8.9
|
%
|
||
Residential mortgage loans – single family
|
21,294
|
|
|
2.0
|
%
|
|
21,176
|
|
|
1.9
|
%
|
||
Construction and land development loans
|
12,230
|
|
|
1.1
|
%
|
|
38,496
|
|
|
3.5
|
%
|
||
Consumer loans
|
91,442
|
|
|
8.4
|
%
|
|
54,514
|
|
|
5.0
|
%
|
||
Gross loans
|
1,086,452
|
|
|
100.0
|
%
|
|
1,093,886
|
|
|
100.0
|
%
|
||
Deferred fee (income) costs, net
|
2,617
|
|
|
|
|
2,860
|
|
|
|
||||
Allowance for loan and lease losses
|
(11,474
|
)
|
|
|
|
(13,506
|
)
|
|
|
||||
Loans, net
|
$
|
1,077,595
|
|
|
|
|
$
|
1,083,240
|
|
|
|
•
|
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.
|
(Dollars in thousands)
|
Commercial
|
|
Real Estate
|
|
Construction and Land
Development
|
|
Consumer
and Single
Family
Mortgages
|
|
Unallocated
|
|
Total
|
||||||||||||
ALLL in the three months ended June 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
$
|
6,895
|
|
|
$
|
2,709
|
|
|
$
|
295
|
|
|
$
|
1,486
|
|
|
$
|
129
|
|
|
$
|
11,514
|
|
Charge offs
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(127
|
)
|
||||||
Recoveries
|
82
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
87
|
|
||||||
Provision
|
(65
|
)
|
|
81
|
|
|
(176
|
)
|
|
289
|
|
|
(129
|
)
|
|
—
|
|
||||||
Balance at end of period
|
$
|
6,809
|
|
|
$
|
2,790
|
|
|
$
|
119
|
|
|
$
|
1,756
|
|
|
$
|
—
|
|
|
$
|
11,474
|
|
ALLL in the six months ended June 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
$
|
8,071
|
|
|
$
|
3,643
|
|
|
$
|
426
|
|
|
$
|
1,290
|
|
|
$
|
76
|
|
|
$
|
13,506
|
|
Charge offs
|
(5,772
|
)
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(5,825
|
)
|
||||||
Recoveries
|
483
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
493
|
|
||||||
Provision
|
4,027
|
|
|
(853
|
)
|
|
(307
|
)
|
|
509
|
|
|
(76
|
)
|
|
3,300
|
|
||||||
Balance at end of period
|
$
|
6,809
|
|
|
$
|
2,790
|
|
|
$
|
119
|
|
|
$
|
1,756
|
|
|
$
|
—
|
|
|
$
|
11,474
|
|
ALLL in the three months ended June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
$
|
7,634
|
|
|
$
|
3,255
|
|
|
$
|
888
|
|
|
$
|
1,112
|
|
|
$
|
516
|
|
|
$
|
13,405
|
|
Charge offs
|
(355
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(355
|
)
|
||||||
Recoveries
|
288
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
319
|
|
||||||
Provision
|
(74
|
)
|
|
(302
|
)
|
|
(561
|
)
|
|
435
|
|
|
502
|
|
|
—
|
|
||||||
Balance at end of period
|
$
|
7,493
|
|
|
$
|
2,953
|
|
|
$
|
327
|
|
|
$
|
1,578
|
|
|
$
|
1,018
|
|
|
$
|
13,369
|
|
ALLL in the six months ended June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
$
|
9,155
|
|
|
$
|
2,906
|
|
|
$
|
650
|
|
|
$
|
1,043
|
|
|
$
|
442
|
|
|
$
|
14,196
|
|
Charge offs
|
(1,423
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,423
|
)
|
||||||
Recoveries
|
560
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
596
|
|
||||||
Provision
|
(799
|
)
|
|
47
|
|
|
(323
|
)
|
|
499
|
|
|
576
|
|
|
—
|
|
||||||
Balance at end of period
|
$
|
7,493
|
|
|
$
|
2,953
|
|
|
$
|
327
|
|
|
$
|
1,578
|
|
|
$
|
1,018
|
|
|
$
|
13,369
|
|
(Dollars in thousands)
|
Commercial
|
|
Real Estate
|
|
Construction and Land
Development |
|
Consumer
and Single Family Mortgages |
|
Unallocated
|
|
Total
|
||||||||||||
ALLL balance at June 30, 2019 related to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loans collectively evaluated for impairment
|
6,809
|
|
|
2,790
|
|
|
119
|
|
|
1,756
|
|
|
—
|
|
|
11,474
|
|
||||||
Total
|
$
|
6,809
|
|
|
$
|
2,790
|
|
|
$
|
119
|
|
|
$
|
1,756
|
|
|
$
|
—
|
|
|
$
|
11,474
|
|
Loans balance at June 30, 2019 related to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans individually evaluated for impairment
|
$
|
345
|
|
|
$
|
782
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,127
|
|
Loans collectively evaluated for impairment
|
441,505
|
|
|
518,854
|
|
|
12,230
|
|
|
112,736
|
|
|
—
|
|
|
1,085,325
|
|
||||||
Total
|
$
|
441,850
|
|
|
$
|
519,636
|
|
|
$
|
12,230
|
|
|
$
|
112,736
|
|
|
$
|
—
|
|
|
$
|
1,086,452
|
|
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
|
|
(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 June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial loans
|
$
|
2,097
|
|
|
$
|
3,237
|
|
|
$
|
—
|
|
|
$
|
5,334
|
|
|
$
|
436,516
|
|
|
$
|
441,850
|
|
|
$
|
—
|
|
Commercial real estate loans – owner-occupied
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214,233
|
|
|
214,233
|
|
|
—
|
|
|||||||
Commercial real estate loans – all other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221,437
|
|
|
221,437
|
|
|
—
|
|
|||||||
Residential mortgage loans – multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,966
|
|
|
83,966
|
|
|
—
|
|
|||||||
Residential mortgage loans – single family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,294
|
|
|
21,294
|
|
|
—
|
|
|||||||
Construction and land development loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,230
|
|
|
12,230
|
|
|
—
|
|
|||||||
Consumer loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91,442
|
|
|
91,442
|
|
|
—
|
|
|||||||
Total
|
$
|
2,097
|
|
|
$
|
3,237
|
|
|
$
|
—
|
|
|
$
|
5,334
|
|
|
$
|
1,081,118
|
|
|
$
|
1,086,452
|
|
|
$
|
—
|
|
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
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in thousands)
|
||||||
Nonaccrual loans:
|
|
|
|
||||
Commercial loans
|
$
|
467
|
|
|
$
|
3,352
|
|
Commercial real estate loans – owner occupied
|
782
|
|
|
831
|
|
||
Consumer
|
95
|
|
|
43
|
|
||
Total
(1)
|
$
|
1,344
|
|
|
$
|
4,226
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in thousands)
|
||||||
Pass:
|
|
|
|
||||
Commercial loans
|
$
|
400,270
|
|
|
$
|
428,287
|
|
Commercial real estate loans – owner occupied
|
207,740
|
|
|
205,914
|
|
||
Commercial real estate loans – all other
|
221,437
|
|
|
226,441
|
|
||
Residential mortgage loans – multi family
|
83,966
|
|
|
97,173
|
|
||
Residential mortgage loans – single family
|
21,294
|
|
|
21,176
|
|
||
Construction and land development loans
|
12,230
|
|
|
38,496
|
|
||
Consumer loans
|
91,347
|
|
|
54,415
|
|
||
Total pass loans
|
$
|
1,038,284
|
|
|
$
|
1,071,902
|
|
Special Mention:
|
|
|
|
||||
Commercial loans
|
$
|
37,364
|
|
|
$
|
10,411
|
|
Commercial real estate loans – owner occupied
|
5,712
|
|
|
4,900
|
|
||
Total special mention loans
|
$
|
43,076
|
|
|
$
|
15,311
|
|
Substandard:
|
|
|
|
||||
Commercial loans
|
$
|
4,216
|
|
|
$
|
5,743
|
|
Commercial real estate loans – owner occupied
|
782
|
|
|
831
|
|
||
Consumer loans
|
94
|
|
|
99
|
|
||
Total substandard loans
|
$
|
5,092
|
|
|
$
|
6,673
|
|
Doubtful:
|
|
|
|
||||
Total doubtful loans
|
$
|
—
|
|
|
$
|
—
|
|
Total Loans:
|
$
|
1,086,452
|
|
|
$
|
1,093,886
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in thousands)
|
||||||
Impaired loans:
|
|
||||||
Nonaccruing loans
|
$
|
1,344
|
|
|
$
|
4,226
|
|
Nonaccruing restructured loans
(1)
|
—
|
|
|
—
|
|
||
Accruing restructured loans
(1)(2)
|
—
|
|
|
—
|
|
||
Total impaired loans
|
$
|
1,344
|
|
|
$
|
4,226
|
|
Impaired loans less than 90 days delinquent and included in total impaired loans
|
$
|
1,344
|
|
|
$
|
1,232
|
|
|
(1)
|
As of June 30, 2019 and December 31, 2018, we had no restructured loans.
|
(2)
|
See “
Troubled Debt Restructurings
” below for a description of accruing restructured loans at June 30, 2019 and December 31, 2018.
|
|
June 30, 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
|
$
|
467
|
|
|
$
|
732
|
|
|
$
|
—
|
|
|
$
|
3,352
|
|
|
$
|
4,516
|
|
|
$
|
—
|
|
Commercial real estate loans – owner occupied
|
782
|
|
|
903
|
|
|
—
|
|
|
831
|
|
|
925
|
|
|
—
|
|
||||||
Consumer loans
|
95
|
|
|
126
|
|
|
—
|
|
|
43
|
|
|
65
|
|
|
—
|
|
||||||
Total
|
1,344
|
|
|
1,761
|
|
|
—
|
|
|
4,226
|
|
|
5,506
|
|
|
—
|
|
||||||
With allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loans
|
$
|
467
|
|
|
$
|
732
|
|
|
$
|
—
|
|
|
$
|
3,352
|
|
|
$
|
4,516
|
|
|
$
|
—
|
|
Commercial real estate loans – owner occupied
|
782
|
|
|
903
|
|
|
—
|
|
|
831
|
|
|
925
|
|
|
—
|
|
||||||
Consumer loans
|
95
|
|
|
126
|
|
|
—
|
|
|
43
|
|
|
65
|
|
|
—
|
|
||||||
Total
|
1,344
|
|
|
1,761
|
|
|
—
|
|
|
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.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||||||
|
Average Balance
|
|
Interest Income Recognized
|
|
Average Balance
|
|
Interest Income Recognized
|
|
Average Balance
|
|
Interest Income Recognized
|
|
Average Balance
|
|
Interest Income Recognized
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
No allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial loans
|
$
|
471
|
|
|
$
|
—
|
|
|
$
|
4,408
|
|
|
$
|
—
|
|
|
$
|
1,432
|
|
|
$
|
—
|
|
|
$
|
4,013
|
|
|
$
|
62
|
|
Commercial real estate loans – owner occupied
|
794
|
|
|
—
|
|
|
871
|
|
|
—
|
|
|
806
|
|
|
—
|
|
|
879
|
|
|
—
|
|
||||||||
Commercial real estate loans – all other
|
—
|
|
|
—
|
|
|
739
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,016
|
|
|
—
|
|
||||||||
Residential mortgage loans – single family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
||||||||
Consumer loans
|
67
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
53
|
|
|
—
|
|
||||||||
Total
|
1,332
|
|
|
—
|
|
|
6,070
|
|
|
—
|
|
|
2,297
|
|
|
—
|
|
|
6,018
|
|
|
62
|
|
||||||||
With allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial loans
|
—
|
|
|
—
|
|
|
193
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
279
|
|
|
—
|
|
||||||||
Total
|
—
|
|
|
—
|
|
|
193
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
279
|
|
|
—
|
|
||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial loans
|
471
|
|
|
—
|
|
|
4,601
|
|
|
—
|
|
|
1,432
|
|
|
—
|
|
|
4,292
|
|
|
62
|
|
||||||||
Commercial real estate loans – owner occupied
|
794
|
|
|
—
|
|
|
871
|
|
|
—
|
|
|
806
|
|
|
—
|
|
|
879
|
|
|
—
|
|
||||||||
Commercial real estate loans – all other
|
—
|
|
|
—
|
|
|
739
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,016
|
|
|
—
|
|
||||||||
Residential mortgage loans – single family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
||||||||
Consumer loans
|
67
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
53
|
|
|
—
|
|
||||||||
Total
|
$
|
1,332
|
|
|
$
|
—
|
|
|
$
|
6,263
|
|
|
$
|
—
|
|
|
$
|
2,297
|
|
|
$
|
—
|
|
|
$
|
6,297
|
|
|
$
|
62
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2019
|
|
2019
|
||||
Lease cost
|
(Dollars in thousands)
|
||||||
Finance lease cost:
|
|
|
|
||||
Operating lease cost
|
568
|
|
|
$
|
1,113
|
|
|
Short-term lease cost
(1)
|
29
|
|
|
81
|
|
||
Total lease cost
|
$
|
597
|
|
|
$
|
1,194
|
|
|
|
|
|
||||
Weighted-average remaining lease term—operating leases (in years)
|
|
|
|
5.57
|
|
|
|
Six Months Ended June 30,
|
||
|
2019
|
||
|
(Dollars in thousands)
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
||
Operating cash flows from operating leases (fixed payments)
|
$
|
1,113
|
|
|
|
||
Non-cash activities:
|
|
||
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
9,919
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Assumptions with respect to:
|
2019
(1)
|
|
2018
(1)
|
|
2019
|
|
2018
|
||||||||
Expected volatility
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
30
|
%
|
||||
Risk-free interest rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.69
|
%
|
||||
Expected dividends
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Expected term (years)
|
0.0
|
|
|
0.0
|
|
|
0.0
|
|
|
5.8
|
|
||||
Weighted average fair value of options granted during period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.81
|
|
|
|
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
|
(15,000
|
)
|
|
5.30
|
|
|
(75,108
|
)
|
|
4.95
|
|
||
Forfeited/Canceled
|
(6,884
|
)
|
|
8.13
|
|
|
(7,150
|
)
|
|
6.47
|
|
||
Outstanding – June 30,
|
842,446
|
|
|
6.88
|
|
|
864,330
|
|
|
6.86
|
|
||
Options Exercisable – June 30,
|
721,420
|
|
|
$
|
6.68
|
|
|
585,482
|
|
|
$
|
6.49
|
|
Options Vested – June 30,
|
721,420
|
|
|
$
|
6.68
|
|
|
585,482
|
|
|
$
|
6.49
|
|
Options Outstanding as of June 30, 2019
|
|
Options Exercisable
as of June 30, 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
|
|
|
1.95
|
|
18,003
|
|
|
$
|
3.48
|
|
$4.00 – $5.99
|
16,000
|
|
|
—
|
|
|
4.34
|
|
|
1.80
|
|
16,000
|
|
|
4.34
|
|
||
$6.00– $6.99
|
478,435
|
|
|
16,552
|
|
|
6.61
|
|
|
5.00
|
|
478,435
|
|
|
6.60
|
|
||
$7.00– $7.99
|
161,129
|
|
|
—
|
|
|
7.08
|
|
|
6.27
|
|
161,129
|
|
|
7.08
|
|
||
$8.00-$8.40
|
47,853
|
|
|
104,474
|
|
|
8.19
|
|
|
8.63
|
|
47,853
|
|
|
8.18
|
|
||
|
721,420
|
|
|
121,026
|
|
|
$
|
6.88
|
|
|
5.77
|
|
721,420
|
|
|
$
|
6.68
|
|
|
(1)
|
The weighted average remaining contractual life of the options that were exercisable as of
June 30, 2019
was
5.34
years.
|
|
For the six months ended June 30,
|
||||||||||||
|
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
|
(147,687
|
)
|
|
2.79
|
|
|
(123,361
|
)
|
|
2.83
|
|
||
Forfeited/Canceled
|
(6,744
|
)
|
|
2.83
|
|
|
(7,150
|
)
|
|
2.66
|
|
||
Unvested at the end of the period
|
121,026
|
|
|
2.79
|
|
|
278,848
|
|
|
2.79
|
|
|
For the six months ended June 30,
|
||||||||||||
|
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
|
123,896
|
|
|
8.59
|
|
|
75,417
|
|
|
8.19
|
|
||
Vested
|
(61,337
|
)
|
|
7.78
|
|
|
(62,564
|
)
|
|
7.26
|
|
||
Forfeited
|
(7,376
|
)
|
|
8.77
|
|
|
(4,690
|
)
|
|
7.55
|
|
||
Outstanding at the end of the period
|
170,214
|
|
|
$
|
8.50
|
|
|
111,671
|
|
|
$
|
7.94
|
|
|
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
|
$
|
74
|
|
|
$
|
284
|
|
|
$
|
358
|
|
2020
|
151
|
|
|
475
|
|
|
626
|
|
|||
2021
|
44
|
|
|
352
|
|
|
396
|
|
|||
2022
|
17
|
|
|
101
|
|
|
118
|
|
|||
2023 and beyond
|
2
|
|
|
48
|
|
|
50
|
|
|||
|
$
|
288
|
|
|
$
|
1,260
|
|
|
$
|
1,548
|
|
(In thousands, except per share data)
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
Basic EPS:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
2,728
|
|
|
$
|
15,369
|
|
|
$
|
3,610
|
|
|
$
|
19,076
|
|
Less dividends on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Less dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Less dividends on unvested shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income allocable to common shareholders
|
$
|
2,728
|
|
|
$
|
15,369
|
|
|
$
|
3,610
|
|
|
$
|
19,076
|
|
Less earnings allocated to participating securities
|
102
|
|
|
78
|
|
|
191
|
|
|
94
|
|
||||
Earnings allocated to common shareholders
|
$
|
2,626
|
|
|
$
|
15,291
|
|
|
$
|
3,419
|
|
|
$
|
18,982
|
|
Weighted average common shares outstanding
|
22,620
|
|
|
23,213
|
|
|
22,224
|
|
|
23,185
|
|
||||
Basic earnings per common share
|
$
|
0.12
|
|
|
$
|
0.66
|
|
|
$
|
0.15
|
|
|
$
|
0.82
|
|
Diluted EPS:
|
|
|
|
|
|
|
|
||||||||
Earnings allocated to common shareholders
|
$
|
2,728
|
|
|
$
|
15,369
|
|
|
$
|
3,610
|
|
|
$
|
19,076
|
|
Weighted average common shares outstanding
|
22,620
|
|
|
23,213
|
|
|
22,224
|
|
|
23,185
|
|
||||
Add dilutive effects of restricted stock grants
|
170
|
|
|
119
|
|
|
154
|
|
|
114
|
|
||||
Add dilutive effects for assumed conversion of Series A preferred stock
|
710
|
|
|
—
|
|
|
1,086
|
|
|
—
|
|
||||
Add dilutive effect for stock options
|
116
|
|
|
226
|
|
|
117
|
|
|
203
|
|
||||
Weighted average diluted common shares outstanding
|
23,616
|
|
|
23,558
|
|
|
23,581
|
|
|
23,502
|
|
||||
Diluted earnings per common share
|
$
|
0.12
|
|
|
$
|
0.65
|
|
|
$
|
0.15
|
|
|
$
|
0.81
|
|
|
(1)
|
The basic and diluted earnings per share amounts for the three and six months ended June 30, 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
.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Stock options
(1)
|
183,724
|
|
|
157,711
|
|
|
184,275
|
|
|
113,971
|
|
|
(1)
|
Represents stock options that were excluded from the computation of diluted earnings per common share for the three and
six months
ended
June 30, 2019
and 2018 as a result of the shares being “out-of-the-money.”
|
|
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 $268 thousand
|
640
|
|
|
640
|
|
||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
—
|
|
||
Other comprehensive income, net of tax of $268 thousand
|
640
|
|
|
640
|
|
||
Ending balance as of June 30, 2019
|
$
|
(504
|
)
|
|
$
|
(504
|
)
|
|
(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.
|
(Dollars in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
FHLB advances—short-term
|
$
|
40,000
|
|
|
$
|
40,000
|
|
FHLB advances—long-term
|
—
|
|
|
—
|
|
||
Total
|
$
|
40,000
|
|
|
$
|
40,000
|
|
Principal Amounts
|
|
Interest Rate
|
|
Maturity Dates
|
||
(Dollars in thousands)
|
||||||
10,000
|
|
|
2.64
|
%
|
|
July 15, 2019
|
10,000
|
|
|
2.63
|
%
|
|
September 4, 2019
|
10,000
|
|
|
2.52
|
%
|
|
November 29, 2019
|
10,000
|
|
|
2.19
|
%
|
|
December 26, 2019
|
(Dollars in thousands)
|
Commercial
|
|
Other
(1)
|
|
Total
|
||||||
Net interest income for the three months ended June 30,
|
|
|
|
|
|
||||||
2019
|
$
|
12,449
|
|
|
$
|
(230
|
)
|
|
$
|
12,219
|
|
2018
|
$
|
11,849
|
|
|
$
|
598
|
|
|
$
|
12,447
|
|
Noninterest income for the three months ended June 30,
|
|
|
|
|
|
||||||
2019
|
$
|
1,379
|
|
|
$
|
7
|
|
|
$
|
1,386
|
|
2018
|
$
|
1,130
|
|
|
$
|
6
|
|
|
$
|
1,136
|
|
Net interest income for the six months ended June 30,
|
|
||||||||||
2019
|
$
|
24,733
|
|
|
$
|
(463
|
)
|
|
$
|
24,270
|
|
2018
|
$
|
23,449
|
|
|
$
|
1,183
|
|
|
$
|
24,632
|
|
Noninterest income for the six months ended June 30,
|
|
|
|
|
|
||||||
2019
|
$
|
2,862
|
|
|
$
|
14
|
|
|
$
|
2,876
|
|
2018
|
$
|
2,179
|
|
|
$
|
12
|
|
|
$
|
2,191
|
|
Segment Assets at:
|
|
|
|
|
|
||||||
June 30, 2019
|
$
|
1,418,304
|
|
|
$
|
813
|
|
|
$
|
1,419,117
|
|
December 31, 2018
|
$
|
1,349,097
|
|
|
$
|
241
|
|
|
$
|
1,349,338
|
|
|
(1)
|
Represents net interest income and noninterest income for PMAR and PMBC.
|
•
|
well-capitalized
|
•
|
adequately capitalized
|
•
|
undercapitalized
|
•
|
significantly undercapitalized; or
|
•
|
critically undercapitalized
|
|
|
|
|
|
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
|
166,176
|
|
|
13.5
|
%
|
|
121,467
|
|
|
At least 8.625
|
|
$
|
123,269
|
|
|
At least 10.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity Tier 1 Capital to Risk Weighted Assets
|
154,352
|
|
|
12.5
|
%
|
|
63,175
|
|
|
At least 5.125
|
|
$
|
80,125
|
|
|
At least 6.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Tier 1 Capital to Risk Weighted Assets
|
154,352
|
|
|
12.5
|
%
|
|
81,665
|
|
|
At least 6.625
|
|
$
|
98,615
|
|
|
At least 8.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Tier 1 Capital to Average Assets
|
154,352
|
|
|
11.0
|
%
|
|
56,332
|
|
|
At least 4.0
|
|
$
|
70,416
|
|
|
At least 5.0
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended June 30,
|
|
2019 vs. 2018
% Change |
|
Six Months Ended June 30,
|
|
2019 vs. 2018
% Change |
||||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||
Interest income
|
$
|
16,466
|
|
|
$
|
15,914
|
|
|
3.5
|
%
|
|
$
|
32,632
|
|
|
$
|
30,929
|
|
|
5.5
|
%
|
Interest expense
|
4,247
|
|
|
3,467
|
|
|
22.5
|
%
|
|
8,362
|
|
|
6,297
|
|
|
32.8
|
%
|
||||
Provision for loan and lease losses
|
—
|
|
|
—
|
|
|
N/A
|
|
|
3,300
|
|
|
—
|
|
|
100.0
|
%
|
||||
Non-interest income
|
1,386
|
|
|
1,136
|
|
|
22.0
|
%
|
|
2,876
|
|
|
2,191
|
|
|
31.3
|
%
|
||||
Non-interest expense
|
9,707
|
|
|
9,299
|
|
|
4.4
|
%
|
|
18,691
|
|
|
18,832
|
|
|
(0.7
|
)%
|
||||
Income tax expense
|
1,170
|
|
|
(11,085
|
)
|
|
100.0
|
%
|
|
1,545
|
|
|
(11,085
|
)
|
|
(113.9
|
)%
|
||||
Net income
|
2,728
|
|
|
15,369
|
|
|
(82.2
|
)%
|
|
3,610
|
|
|
19,076
|
|
|
(81.1
|
)%
|
|
Three Months Ended June 30,
|
||||||||||||||||||||
|
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)
|
$
|
269,980
|
|
|
$
|
1,620
|
|
|
2.41
|
%
|
|
$
|
192,175
|
|
|
$
|
864
|
|
|
1.80
|
%
|
Securities available for sale and stock
(2)
|
36,880
|
|
|
260
|
|
|
2.83
|
%
|
|
38,633
|
|
|
262
|
|
|
2.72
|
%
|
||||
Loans
(3)
|
1,062,228
|
|
|
14,586
|
|
|
5.51
|
%
|
|
1,089,135
|
|
|
14,788
|
|
|
5.45
|
%
|
||||
Total interest-earning assets
|
1,369,088
|
|
|
16,466
|
|
|
4.82
|
%
|
|
1,319,943
|
|
|
15,914
|
|
|
4.84
|
%
|
||||
Noninterest-earning assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
15,573
|
|
|
|
|
|
|
16,617
|
|
|
|
|
|
||||||||
All other assets
|
26,052
|
|
|
|
|
|
|
12,970
|
|
|
|
|
|
||||||||
Total assets
|
$
|
1,410,713
|
|
|
|
|
|
|
$
|
1,349,530
|
|
|
|
|
|
||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing checking accounts
|
$
|
108,530
|
|
|
$
|
181
|
|
|
0.67
|
%
|
|
$
|
56,906
|
|
|
$
|
63
|
|
|
0.44
|
%
|
Money market and savings accounts
|
460,935
|
|
|
2,106
|
|
|
1.83
|
%
|
|
434,294
|
|
|
1,670
|
|
|
1.54
|
%
|
||||
Certificates of deposit
|
261,721
|
|
|
1,466
|
|
|
2.25
|
%
|
|
326,660
|
|
|
1,349
|
|
|
1.66
|
%
|
||||
Other borrowings
|
40,220
|
|
|
262
|
|
|
2.61
|
%
|
|
36,934
|
|
|
171
|
|
|
1.86
|
%
|
||||
Junior subordinated debentures
|
17,527
|
|
|
232
|
|
|
5.31
|
%
|
|
17,527
|
|
|
214
|
|
|
4.90
|
%
|
||||
Total interest bearing liabilities
|
888,933
|
|
|
4,247
|
|
|
1.92
|
%
|
|
872,321
|
|
|
3,467
|
|
|
1.59
|
%
|
||||
Noninterest bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits
|
360,597
|
|
|
|
|
|
|
346,553
|
|
|
|
|
|
||||||||
Accrued expenses and other liabilities
|
16,544
|
|
|
|
|
|
|
9,802
|
|
|
|
|
|
||||||||
Shareholders
’
equity
|
144,639
|
|
|
|
|
|
|
120,854
|
|
|
|
|
|
||||||||
Total liabilities and shareholders
’
equity
|
$
|
1,410,713
|
|
|
|
|
|
|
$
|
1,349,530
|
|
|
|
|
|
||||||
Net interest income
|
|
|
$
|
12,219
|
|
|
|
|
|
|
$
|
12,447
|
|
|
|
||||||
Net interest income/spread
|
|
|
|
|
2.90
|
%
|
|
|
|
|
|
3.25
|
%
|
||||||||
Net interest margin
|
|
|
|
|
3.58
|
%
|
|
|
|
|
|
3.78
|
%
|
|
(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.
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
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)
|
$
|
247,893
|
|
|
$
|
2,975
|
|
|
2.42
|
%
|
|
$
|
186,422
|
|
|
$
|
1,560
|
|
|
1.69
|
%
|
Securities available for sale and stock
(2)
|
38,035
|
|
|
551
|
|
|
2.92
|
%
|
|
40,789
|
|
|
536
|
|
|
2.65
|
%
|
||||
Loans
(3)
|
1,071,449
|
|
|
29,106
|
|
|
5.48
|
%
|
|
1,076,109
|
|
|
28,833
|
|
|
5.40
|
%
|
||||
Total interest-earning assets
|
1,357,377
|
|
|
32,632
|
|
|
4.85
|
%
|
|
1,303,320
|
|
|
30,929
|
|
|
4.79
|
%
|
||||
Noninterest-earning assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
15,330
|
|
|
|
|
|
|
16,228
|
|
|
|
|
|
||||||||
All other assets
|
27,632
|
|
|
|
|
|
|
10,051
|
|
|
|
|
|
||||||||
Total assets
|
$
|
1,400,339
|
|
|
|
|
|
|
$
|
1,329,599
|
|
|
|
|
|
||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing checking accounts
|
$
|
102,038
|
|
|
$
|
342
|
|
|
0.68
|
%
|
|
$
|
70,667
|
|
|
$
|
177
|
|
|
0.51
|
%
|
Money market and savings accounts
|
459,463
|
|
|
4,220
|
|
|
1.85
|
%
|
|
392,046
|
|
|
2,654
|
|
|
1.37
|
%
|
||||
Certificates of deposit
|
266,959
|
|
|
2,815
|
|
|
2.13
|
%
|
|
342,394
|
|
|
2,729
|
|
|
1.61
|
%
|
||||
Other borrowings
|
40,110
|
|
|
520
|
|
|
2.61
|
%
|
|
38,489
|
|
|
337
|
|
|
1.77
|
%
|
||||
Junior subordinated debentures
|
17,527
|
|
|
465
|
|
|
5.35
|
%
|
|
17,527
|
|
|
400
|
|
|
4.60
|
%
|
||||
Total interest bearing liabilities
|
886,097
|
|
|
8,362
|
|
|
1.90
|
%
|
|
861,123
|
|
|
6,297
|
|
|
1.47
|
%
|
||||
Noninterest bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits
|
350,919
|
|
|
|
|
|
|
339,238
|
|
|
|
|
|
||||||||
Accrued expenses and other liabilities
|
19,397
|
|
|
|
|
|
|
10,706
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
143,926
|
|
|
|
|
|
|
118,532
|
|
|
|
|
|
||||||||
Total liabilities and shareholders
’
equity
|
$
|
1,400,339
|
|
|
|
|
|
|
$
|
1,329,599
|
|
|
|
|
|
||||||
Net interest income
|
|
|
$
|
24,270
|
|
|
|
|
|
|
$
|
24,632
|
|
|
|
||||||
Net interest income/spread
|
|
|
|
|
2.95
|
%
|
|
|
|
|
|
3.32
|
%
|
||||||||
Net interest margin
|
|
|
|
|
3.61
|
%
|
|
|
|
|
|
3.81
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
|
|
Three Months Ended June 30, 2019 Compared to
Three Months Ended June 30, 2018 Increase (Decrease) due to Changes in
|
|
Six Months Ended June 30, 2019 Compared to
Six Months Ended June 30, 2018 Increase (Decrease) due to Changes in
|
||||||||||||||||||||
|
Volume
|
|
Rates
|
|
Total Increase
(Decrease) |
|
Volume
|
|
Rates
|
|
Total
Increase
(Decrease)
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term investments
(1)
|
$
|
414
|
|
|
$
|
342
|
|
|
$
|
756
|
|
|
$
|
611
|
|
|
$
|
804
|
|
|
$
|
1,415
|
|
Securities available for sale and stock
(2)
|
(12
|
)
|
|
10
|
|
|
(2
|
)
|
|
(38
|
)
|
|
53
|
|
|
15
|
|
||||||
Loans
|
(368
|
)
|
|
166
|
|
|
(202
|
)
|
|
(125
|
)
|
|
398
|
|
|
273
|
|
||||||
Total earning assets
|
34
|
|
|
518
|
|
|
552
|
|
|
448
|
|
|
1,255
|
|
|
1,703
|
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing checking accounts
|
76
|
|
|
42
|
|
|
118
|
|
|
94
|
|
|
71
|
|
|
165
|
|
||||||
Money market and savings accounts
|
107
|
|
|
329
|
|
|
436
|
|
|
509
|
|
|
1,057
|
|
|
1,566
|
|
||||||
Certificates of deposit
|
(302
|
)
|
|
419
|
|
|
117
|
|
|
(680
|
)
|
|
766
|
|
|
86
|
|
||||||
Borrowings
|
16
|
|
|
75
|
|
|
91
|
|
|
15
|
|
|
168
|
|
|
183
|
|
||||||
Junior subordinated debentures
|
—
|
|
|
18
|
|
|
18
|
|
|
|
|
|
65
|
|
|
65
|
|
||||||
Total interest-bearing liabilities
|
(103
|
)
|
|
883
|
|
|
780
|
|
|
(62
|
)
|
|
2,127
|
|
|
2,065
|
|
||||||
Net interest income
|
$
|
137
|
|
|
$
|
(365
|
)
|
|
$
|
(228
|
)
|
|
$
|
510
|
|
|
$
|
(872
|
)
|
|
$
|
(362
|
)
|
|
(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.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
Amount
|
|
Amount
|
|
Percentage
Change |
|
Amount
|
|
Amount
|
|
Percentage
Change
|
||||||||||
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||
Service fees on deposits and other banking services
|
$
|
443
|
|
|
$
|
407
|
|
|
8.8
|
%
|
|
$
|
840
|
|
|
$
|
794
|
|
|
5.8
|
%
|
Net gain on sale of securities available for sale
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
48
|
|
|
(100.0
|
)%
|
||||
Net loss on sale of other assets
|
(11
|
)
|
|
—
|
|
|
(100.0
|
)%
|
|
(36
|
)
|
|
(4
|
)
|
|
800.0
|
%
|
||||
Net gain on sale of Small Business Administration loans
|
300
|
|
|
—
|
|
|
100.0
|
%
|
|
600
|
|
|
—
|
|
|
100.0
|
%
|
||||
Other noninterest income
|
654
|
|
|
729
|
|
|
(10.3
|
)%
|
|
1,472
|
|
|
1,353
|
|
|
8.8
|
%
|
||||
Total noninterest income
|
$
|
1,386
|
|
|
$
|
1,136
|
|
|
22.0
|
%
|
|
$
|
2,876
|
|
|
$
|
2,191
|
|
|
31.3
|
%
|
•
|
An increase of $600 thousand in gain on sale of SBA loans during the six months ended June 30, 2019 as compared to the same period in 2018; and
|
•
|
An increase in deposit related fees, credit card fees and loan servicing fees during the
six months
ended
June 30, 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 six months ended June 30, 2018 that did not occur in the same period in 2019.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||||
|
Amount
|
|
Amount
|
|
Percent Change
|
|
Amount
|
|
Amount
|
|
Percent Change
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||
Salaries and employee benefits
|
$
|
5,737
|
|
|
$
|
5,916
|
|
|
(3.0
|
)%
|
|
$
|
11,177
|
|
|
$
|
12,076
|
|
|
(7.4
|
)%
|
Occupancy
|
647
|
|
|
590
|
|
|
9.7
|
%
|
|
1,274
|
|
|
1,208
|
|
|
5.5
|
%
|
||||
Equipment and depreciation
|
480
|
|
|
457
|
|
|
5.0
|
%
|
|
941
|
|
|
903
|
|
|
4.2
|
%
|
||||
Data processing
|
526
|
|
|
380
|
|
|
38.4
|
%
|
|
1,044
|
|
|
772
|
|
|
35.2
|
%
|
||||
FDIC expense
|
193
|
|
|
266
|
|
|
(27.4
|
)%
|
|
357
|
|
|
548
|
|
|
(34.9
|
)%
|
||||
Other real estate owned expense, net
|
1
|
|
|
8
|
|
|
100.0
|
%
|
|
69
|
|
|
8
|
|
|
100.0
|
%
|
||||
Professional fees
|
1,190
|
|
|
636
|
|
|
87.1
|
%
|
|
1,986
|
|
|
1,386
|
|
|
43.3
|
%
|
||||
Business development
|
241
|
|
|
315
|
|
|
(23.5
|
)%
|
|
437
|
|
|
499
|
|
|
(12.4
|
)%
|
||||
Loan related expense
|
122
|
|
|
183
|
|
|
(33.3
|
)%
|
|
307
|
|
|
353
|
|
|
(13.0
|
)%
|
||||
Insurance
|
61
|
|
|
62
|
|
|
(1.6
|
)%
|
|
123
|
|
|
125
|
|
|
(1.6
|
)%
|
||||
Other operating expenses
(1)
|
509
|
|
|
486
|
|
|
4.7
|
%
|
|
976
|
|
|
954
|
|
|
2.3
|
%
|
||||
Total noninterest expense
|
$
|
9,707
|
|
|
$
|
9,299
|
|
|
4.4
|
%
|
|
$
|
18,691
|
|
|
$
|
18,832
|
|
|
(0.7
|
)%
|
|
(1)
|
Other operating expenses primarily consist of telephone, investor relations, promotional, regulatory expenses, and correspondent bank fees.
|
•
|
An increase of
$554 thousand
in our professional fees primarily related to higher legal fees during the second quarter of 2019 and the recovery of legal fees attributable to the payoff of a loan relationship during the second quarter of 2018 that was previously on nonaccrual status; and
|
•
|
An increase of
$146 thousand
in our data processing fees primarily related to a higher credit card and deposit volume in the second quarter of 2019; partially offset by
|
•
|
A decrease of
$179 thousand
in salaries and employee benefits primarily related to employee benefits.;
|
•
|
A decrease of
$73 thousand
in our FDIC insurance expenses primarily related to a decrease in our premium; and
|
•
|
A decrease 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
June 30, 2019
as compared to the three months ended
June 30, 2018
.
|
•
|
A decrease of
$899 thousand
in salaries and employee benefits primarily related employee benefits and incentive compensation;
|
•
|
A decrease of
$191 thousand
in our FDIC insurance expenses primarily related to a decrease in our premium; and
|
•
|
An decrease in various expense accounts related to the normal course of operating, including expenses related to loan production and business development during the
six months
ended
June 30, 2019
as compared to the
six months
ended
June 30, 2018
; partially offset by
|
•
|
An increase of
$600 thousand
in our professional fees primarily related to higher legal fees in 2019 and the recovery of legal fees attributable to the payoff of a loan relationship in the second quarter of 2018 that was previously on nonaccrual status;
|
•
|
An increase of
$104 thousand
in occupancy and equipment expense related to building and equipment maintenance; and
|
•
|
An increase of
$272 thousand
in data processing fees primarily related to higher credit card and deposit volume.
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in thousands)
|
||||||
Interest-bearing deposits with financial institutions
(1)
|
$
|
247,680
|
|
|
$
|
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
|
7,910
|
|
|
8,822
|
|
||
Securities available for sale, at fair value
|
28,393
|
|
|
31,231
|
|
||
Loans (net of allowances of $11,474 and $13,506, respectively)
|
1,077,595
|
|
|
1,083,240
|
|
|
(1)
|
Includes interest-earning balances maintained at the FRBSF.
|
(Dollars in thousands)
|
Amortized Cost
|
|
Gross
Unrealized Gain
|
|
Gross
Unrealized Loss
|
|
Estimated
Fair Value
|
||||||||
Securities available for sale at June 30, 2019:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
1,999
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
1,996
|
|
Commercial mortgage backed securities issued by U.S. Agencies
|
4,428
|
|
|
158
|
|
|
—
|
|
|
4,586
|
|
||||
Residential mortgage backed securities issued by U.S. Agencies
|
22,060
|
|
|
2
|
|
|
(251
|
)
|
|
21,811
|
|
||||
Total securities available for sale
|
$
|
28,487
|
|
|
$
|
160
|
|
|
$
|
(254
|
)
|
|
$
|
28,393
|
|
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
|
|
|
June 30, 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
|
172
|
|
|
3.22
|
%
|
|
615
|
|
|
3.23
|
%
|
|
2,555
|
|
|
3.27
|
%
|
|
1,086
|
|
|
3.23
|
%
|
|
4,428
|
|
|
3.25
|
%
|
|||||
Residential mortgage-backed securities issued by U.S. Agencies
|
4,884
|
|
|
1.46
|
%
|
|
12,332
|
|
|
1.52
|
%
|
|
4,751
|
|
|
1.64
|
%
|
|
93
|
|
|
3.63
|
%
|
|
22,060
|
|
|
1.54
|
%
|
|||||
Total securities available for sale
|
$
|
7,055
|
|
|
1.47
|
%
|
|
$
|
12,947
|
|
|
1.60
|
%
|
|
$
|
7,306
|
|
|
2.21
|
%
|
|
$
|
1,179
|
|
|
3.26
|
%
|
|
$
|
28,487
|
|
|
1.79
|
%
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Commercial loans
|
$
|
441,850
|
|
|
40.7
|
%
|
|
$
|
444,441
|
|
|
40.7
|
%
|
Commercial real estate loans – owner occupied
|
214,233
|
|
|
19.7
|
%
|
|
211,645
|
|
|
19.3
|
%
|
||
Commercial real estate loans – all other
|
221,437
|
|
|
20.4
|
%
|
|
226,441
|
|
|
20.7
|
%
|
||
Residential mortgage loans – multi-family
|
83,966
|
|
|
7.7
|
%
|
|
97,173
|
|
|
8.9
|
%
|
||
Residential mortgage loans – single family
|
21,294
|
|
|
2.0
|
%
|
|
21,176
|
|
|
1.9
|
%
|
||
Construction and land development loans
|
12,230
|
|
|
1.1
|
%
|
|
38,496
|
|
|
3.5
|
%
|
||
Consumer loans
|
91,442
|
|
|
8.4
|
%
|
|
54,514
|
|
|
5.0
|
%
|
||
Total loans
|
1,086,452
|
|
|
100.0
|
%
|
|
1,093,886
|
|
|
100.0
|
%
|
||
Deferred loan origination costs, net
|
2,617
|
|
|
|
|
2,860
|
|
|
|
||||
Allowance for loan and lease losses
|
(11,474
|
)
|
|
|
|
(13,506
|
)
|
|
|
||||
Loans, net
|
$
|
1,077,595
|
|
|
|
|
$
|
1,083,240
|
|
|
|
|
June 30, 2019
|
||||||||||||||
|
One Year
or Less
|
|
Over One
Year
Through
Five Years
|
|
Over Five
Years
|
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Real estate loans
(1)
|
|
|
|
|
|
|
|
||||||||
Floating rate
|
$
|
43,225
|
|
|
$
|
34,256
|
|
|
$
|
119,689
|
|
|
$
|
197,170
|
|
Fixed rate
|
5,532
|
|
|
62,753
|
|
|
182,445
|
|
|
250,730
|
|
||||
Commercial loans
|
|
|
|
|
|
|
|
||||||||
Floating rate
|
90,770
|
|
|
226,879
|
|
|
42,077
|
|
|
359,726
|
|
||||
Fixed rate
|
14,075
|
|
|
38,795
|
|
|
29,254
|
|
|
82,124
|
|
||||
Total
|
$
|
153,602
|
|
|
$
|
362,683
|
|
|
$
|
373,465
|
|
|
$
|
889,750
|
|
|
(1)
|
Does not include mortgage loans on single or multi-family residences or consumer loans, which totaled
$105.3 million
and
$91.4 million
, respectively, at
June 30, 2019
.
|
|
At June 30, 2019
|
|
At December 31, 2018
|
||||
|
(Dollars in thousands)
|
||||||
Nonaccrual loans:
|
|
|
|
||||
Commercial loans
|
$
|
467
|
|
|
$
|
3,352
|
|
Commercial real estate
|
782
|
|
|
831
|
|
||
Residential real estate
|
—
|
|
|
—
|
|
||
Consumer
|
95
|
|
|
43
|
|
||
Total nonaccrual loans
|
$
|
1,344
|
|
|
$
|
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
|
82
|
|
|
91
|
|
||
Total nonperforming assets
|
$
|
1,426
|
|
|
$
|
6,768
|
|
Restructured loans
(1)
:
|
|
|
|
||||
Accruing loans
|
$
|
—
|
|
|
$
|
—
|
|
Nonaccruing loans (included in nonaccrual loans above)
|
—
|
|
|
—
|
|
||
Total restructured loans
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
As of June 30, 2019 and December 31, 2018, we had no restructured loans.
|
|
June 30, 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
|
1,344
|
|
|
—
|
|
|
—
|
|
|
4,226
|
|
|
—
|
|
|
—
|
|
||||
Total impaired loans
|
$
|
1,344
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
4,226
|
|
|
$
|
—
|
|
|
—
|
%
|
•
|
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.
|
(Dollars in thousands)
|
Commercial
|
|
Real Estate
|
|
Construction and land
Development
|
|
Consumer
and Single Family Mortgages |
|
Unallocated
|
|
Total
|
||||||||||||
ALLL for the six months ended June 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
$
|
8,071
|
|
|
$
|
3,643
|
|
|
$
|
426
|
|
|
$
|
1,290
|
|
|
$
|
76
|
|
|
$
|
13,506
|
|
Charge-offs
|
(5,772
|
)
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(5,825
|
)
|
||||||
Recoveries
|
483
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
493
|
|
||||||
Provision
|
4,027
|
|
|
(853
|
)
|
|
(307
|
)
|
|
509
|
|
|
(76
|
)
|
|
3,300
|
|
||||||
Balance at June 30, 2019
|
$
|
6,809
|
|
|
$
|
2,790
|
|
|
$
|
119
|
|
|
$
|
1,756
|
|
|
$
|
—
|
|
|
$
|
11,474
|
|
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
|
|
|
|
|
|
|
|
|
|
|
1.06
|
%
|
|||||||||||
Ratio of net charge-offs to average loans outstanding (annualized)
|
|
|
|
|
|
|
|
|
|
|
1.83
|
%
|
|||||||||||
ALLL for the six months ended June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
$
|
9,155
|
|
|
$
|
2,906
|
|
|
$
|
650
|
|
|
$
|
1,043
|
|
|
$
|
442
|
|
|
$
|
14,196
|
|
Charge-offs
|
(1,423
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,423
|
)
|
||||||
Recoveries
|
560
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
596
|
|
||||||
Provision
|
(799
|
)
|
|
47
|
|
|
(323
|
)
|
|
499
|
|
|
576
|
|
|
—
|
|
||||||
Balance at June 30, 2018
|
$
|
7,493
|
|
|
$
|
2,953
|
|
|
$
|
327
|
|
|
$
|
1,578
|
|
|
$
|
1,018
|
|
|
$
|
13,369
|
|
Allowance for loan and lease losses as a percentage of average total loans
|
|
|
|
|
|
|
|
|
|
|
1.24
|
%
|
|||||||||||
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)
|
|
|
|
|
|
|
|
|
|
|
0.15
|
%
|
•
|
Loans rated “Pass” totaled
$1.0 billion
, a
decrease
of
$33.6 million
from
$1.1 billion
at
December 31, 2018
. The
decrease
was primarily attributable to downgrades to “Special Mention” and “Substandard” of $30.9 million and $2.9 million, respectively, and paydowns of principal payments, partially offset by new loan growth.
|
•
|
Loans rated “Special Mention” totaled
$43.1 million
, an
increase
of
$27.8 million
from
$15.3 million
at
December 31, 2018
. The
increase
was primarily the result of $30.9 million downgraded from “Pass” and line increases on existing loans of $4.2 million, partially offset by upgrades to "Pass" of $2.8 million, downgrade to "Substandard" of $1.2 million and $3.3 million of payoffs and principal payments.
|
•
|
Loans rated “Substandard” totaled
$5.1 million
, a
decrease
of
$1.6 million
from
$6.7 million
at
December 31, 2018
. This
decrease
was primarily the result of $5.4 million in principal payments and charge offs of $161 thousand and $81 thousand transfer to other assets, partially offset by $2.9 million downgraded from “Pass” and $1.2 million downgraded from "Special Mention".
|
|
June 30, 2019
|
|
March 31, 2019
|
|
December 31, 2018
|
|
September 30, 2018
|
|
June 30, 2018
|
||||||||||
Loans Delinquent:
|
(Dollars in thousands)
|
||||||||||||||||||
90 days or more:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,273
|
|
|
$
|
2,669
|
|
|
$
|
2,669
|
|
|
—
|
|
|
—
|
|
|
4,273
|
|
|
2,669
|
|
|
2,669
|
|
|||||
30-89 days:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
5,334
|
|
|
351
|
|
|
3,705
|
|
|
6,357
|
|
|
6,798
|
|
|||||
Commercial real estate
|
—
|
|
|
807
|
|
|
831
|
|
|
4,720
|
|
|
3,870
|
|
|||||
Consumer loans
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|||||
|
5,334
|
|
|
1,158
|
|
|
4,549
|
|
|
11,077
|
|
|
10,668
|
|
|||||
Total Past Due
(1)(2)
:
|
$
|
5,334
|
|
|
$
|
1,158
|
|
|
$
|
8,822
|
|
|
$
|
13,746
|
|
|
$
|
13,337
|
|
|
(1)
|
Past due balances include nonaccrual loans.
|
(2)
|
No loans 90 days or more past due at June 30, 2019 or March 31, 2019.
|
|
Six Months Ended June 30, 2019
|
|
Year Ended December 31, 2018
|
||||||||||
|
Average
Balance
|
|
Average
Rate
|
|
Average
Balance |
|
Average
Rate |
||||||
|
(Dollars in thousands)
|
||||||||||||
Noninterest bearing demand deposits
|
$
|
350,919
|
|
|
—
|
|
|
$
|
348,923
|
|
|
—
|
|
Interest-bearing checking accounts
|
102,038
|
|
|
0.68
|
%
|
|
69,841
|
|
|
0.52
|
%
|
||
Money market and savings deposits
|
459,463
|
|
|
1.85
|
%
|
|
412,366
|
|
|
1.54
|
%
|
||
Time deposits
(1)
|
266,959
|
|
|
2.13
|
%
|
|
315,189
|
|
|
1.70
|
%
|
||
Total deposits
|
$
|
1,179,379
|
|
|
1.26
|
%
|
|
$
|
1,146,319
|
|
|
1.05
|
%
|
|
(1)
|
Comprised of time certificates of deposit in denominations of less than and more than $100,000.
|
|
At June 30, 2019
|
|
At December 31, 2018
|
||||||||||
|
Amounts
|
|
% of Total Deposits
|
|
Amounts
|
|
% of Total Deposits
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Deposits
|
|
|
|
|
|
|
|
||||||
Noninterest bearing demand deposits
|
$
|
378,063
|
|
|
31.6
|
%
|
|
$
|
340,406
|
|
|
30.0
|
%
|
Savings and other interest-bearing transaction deposits
|
562,683
|
|
|
46.9
|
%
|
|
524,499
|
|
|
46.2
|
%
|
||
Time deposits
(1)
|
258,884
|
|
|
21.6
|
%
|
|
271,097
|
|
|
23.9
|
%
|
||
Total deposits
|
$
|
1,199,630
|
|
|
100.0
|
%
|
|
$
|
1,136,002
|
|
|
100.0
|
%
|
|
(1)
|
Comprised of time certificates of deposit in denominations of less than and more than $100,000.
|
|
June 30, 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
|
$
|
5,202
|
|
|
$
|
47,488
|
|
|
$
|
7,074
|
|
|
$
|
60,802
|
|
Over three and through six months
|
4,992
|
|
|
34,925
|
|
|
5,162
|
|
|
64,020
|
|
||||
Over six and through twelve months
|
11,037
|
|
|
83,360
|
|
|
9,936
|
|
|
80,212
|
|
||||
Over twelve months
|
5,010
|
|
|
66,870
|
|
|
4,710
|
|
|
39,181
|
|
||||
Total
|
$
|
26,241
|
|
|
$
|
232,643
|
|
|
$
|
26,882
|
|
|
$
|
244,215
|
|
•
|
well-capitalized
|
•
|
adequately capitalized
|
•
|
undercapitalized
|
•
|
significantly undercapitalized; or
|
•
|
critically undercapitalized
|
|
|
|
|
|
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
|
166,176
|
|
|
13.5
|
%
|
|
121,467
|
|
|
At least 8.625
|
|
$
|
123,269
|
|
|
At least 10.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity Tier 1 Capital to Risk Weighted Assets
|
154,352
|
|
|
12.5
|
%
|
|
63,175
|
|
|
At least 5.125
|
|
$
|
80,125
|
|
|
At least 6.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Tier 1 Capital to Risk Weighted Assets
|
154,352
|
|
|
12.5
|
%
|
|
81,665
|
|
|
At least 6.625
|
|
$
|
98,615
|
|
|
At least 8.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Tier 1 Capital to Average Assets
|
154,352
|
|
|
11.0
|
%
|
|
56,332
|
|
|
At least 4.0
|
|
$
|
70,416
|
|
|
At least 5.0
|
(Dollars in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
FHLB advances—short-term
|
$
|
40,000
|
|
|
$
|
40,000
|
|
FHLB advances—long-term
|
—
|
|
|
—
|
|
||
Total
|
$
|
40,000
|
|
|
$
|
40,000
|
|
Principal Amounts
|
|
Interest Rate
|
|
Maturity Dates
|
||
(Dollars in thousands)
|
||||||
10,000
|
|
|
2.64
|
%
|
|
July 15, 2019
|
10,000
|
|
|
2.63
|
%
|
|
September 4, 2019
|
10,000
|
|
|
2.52
|
%
|
|
November 29, 2019
|
10,000
|
|
|
2.19
|
%
|
|
December 26, 2019
|
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.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
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
|
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)
|
1.
|
I have reviewed this
Quarterly Report
on Form
10-Q
of Pacific Mercantile Bancorp for the
quarter
ended
June 30, 2019
.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/S/ THOMAS M. VERTIN
|
Thomas M. Vertin
|
President and Chief Executive Officer
|
1.
|
I have reviewed this
Quarterly Report
on Form
10-Q
of Pacific Mercantile Bancorp for the
quarter
ended
June 30, 2019
.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/S/ CURT A. CHRISTIANSSEN
|
Curt A. Christianssen
|
Chief Financial Officer
|
/S/ THOMAS M. VERTIN
|
Thomas M. Vertin
|
President and Chief Executive Officer
|
|
/S/ CURT A. CHRISTIANSSEN
|
Curt A. Christianssen
|
Chief Financial Officer
|
|